HomeMy WebLinkAboutAGENDA REPORT 2024 1204 CCSA REG ITEM 09CCITY OF MOORPARK, CALIFORNIA
City Council Meeting
of December 4, 2024
ACTION ADOPTED RESOLUTION NO.
2024-4284. (ROLL CALL: UNANIMOUS)
BY A. Hurtado.
C. Consider Resolution Authorizing the Issuance of Special Tax Refunding Bonds for
Community Facilities District No. 2004-1 (Moorpark Highlands). Staff
Recommendation: Adopt Resolution No. 2024-4284 authorizing the issuance of
Special Tax Refunding Bonds in an aggregate principal amount not-to-exceed $6
million for Community Facilities District No. 2004-1 (Moorpark Highlands) and
approving certain documents and taking certain other actions in connection
therewith. (Staff: Hiromi Dever, Finance Director) (ROLL CALL VOTE
REQUIRED)
Item: 9.C.
MOORPARK CITY COUNCIL
AGENDA REPORT
TO: Honorable City Council
FROM: Hiromi Dever, Finance Director
DATE: 12/04/2024 Regular Meeting
SUBJECT: Consider Resolution Authorizing the Issuance of Special Tax
Refunding Bonds for Community Facilities District No. 2004-1
(Moorpark Highlands)
BACKGROUND
In 2005, the City completed proceedings to form Community Facilities District No. 2004-1
(Moorpark Highlands) (the “CFD”). The CFD comprises a fully-developed residential area
in the northern portion of the City on a 456-acre site on the northern terminus of Spring
Road, north of the City’s downtown area. Land in the CFD subject to the Special Tax for
payment of the Bonds is presently comprised of 369 single family residences.
In 2014, the CFD issued its $12,680,000 2014 Series A Senior Lien Special Tax
Refunding Bonds and $6,945,000 2014 Series B Junior Lien Special Tax Refunding
Bonds (the “2014 Bonds”) which refunded special tax bonds for the CFD issued in 2006.
The 2014 Bonds bear interest at rates of 4.00% to 5.200% and have a final maturity of
September 1, 2038. The 2014 Bonds are currently outstanding in the amount of
$6,645,000 and can be redeemed without premium on any interest payment date on or
after March 1, 2025.
Staff is requesting authorization to issue bonds for the purpose of refunding the 2014
Bonds for interest rate savings. Debt service for the bonds is financed through
assessments on parcels within the district; there is no financial risk or commitment of the
City in the financing construct of the bonds. The savings are expected to benefit property
owners in the CFD through a reduction in annual tax levies for the CFD.
DISCUSSION
The 2014 Senior Lien Bonds currently maintain an “AA-” underlying rating from Standard
& Poor’s. The 2014 Junior Lien Bonds were issued without a bond rating. The 2025
Bonds are expected to qualify for an investment grade rating and bond insurance, which
would lead to a lower cost of borrowing. Furthermore, the 2025 Bonds are expected to
Item: 9.C.
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qualify for a reserve fund surety policy. This would enable the City to downsize the 2025
Bonds, lower annual payments, and increase savings to property owners.
The 2025 Bonds are expected to be issued in a par amount of approximately $5.695
million with a final maturity of September 1, 2038 (same as the prior bonds). Based on
interest rates as of November 19, 2024, total cash flow savings over the life of the 2025
Bonds are estimated to be approximately $1.28 million. Net present value (NPV) savings
are estimated to be approximately $318,777, or 4.8% of the par amount refunded. The
interest rate savings are estimated to generate average annual cash flow savings of about
$92,000. The annual savings per residential parcel are estimated at $250, on average,
for properties subject to the CFD special taxes. The estimated savings are net of all
financing costs (including the cost of procuring bond insurance and a reserve fund surety
policy). Interest rates have remained volatile in 2024, and the final savings and refunding
bonds interest rates will be determined when the bonds are priced and sold, which is
currently scheduled for January 2025.
Although the par amount of the 2025 Bonds is currently estimated for $5,695 million, staff
recommends a not-to-exceed amount of $6 million to account for potential market
fluctuations prior to expected bond pricing in January 2025. The variations in market
conditions such as interest rates may impact the final par amount of the bonds. Setting
the cap at $6 million provides flexibility to address these changes while ensuring sufficient
capacity to meet funding requirements without needing additional approvals.
Good Faith Estimates, as required by Government Code Section 5852.1, are provided as
an attachment to this staff report.
Resolution
The Resolution approves all documents and actions needed to authorize the issuance
and sale of the 2025 Bonds, including the following substantially final form financing
documents, together with any changes or additions deemed advisable and approved by
the City Manager, Assistant City Manager or Finance Director:
The 2025 Bonds financing documents are:
• Fiscal Agent Agreement between the City and the Bank of New York Mellon Trust
Company, N.A as fiscal agent. This agreement contains the terms of the 2025
Bonds, including payment and redemption provisions, pledge of Special Taxes as
security for the 2025 Bonds, rights and duties of the Fiscal Agent, and final
discharge of the 2025 Bonds.
• Escrow Agreement between the City and the Bank of New York Mellon Trust
Company, N.A, as prior bonds fiscal agent for the 2014 Bonds. The agreement
contains the terms by which the Bank of New York Mellon Trust Company, N.A will
redeem all the outstanding Bonds at a redemption price equal to the par amount
together with accrued interest.
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• Purchase Agreement between the City and the Underwriter (Hilltop Securities Inc.)
which sets forth the terms and conditions under which the Underwriter will
purchase the bonds.
• Preliminary Official Statement (including a Continuing Disclosure Certificate)
pursuant to which the 2025 Bonds would be offered for purchase by the public and
must contain all facts material to the 2025 Bonds and the City (with certain
permitted exceptions to be completed in the final Official Statement) and must not
omit or misstate any such material facts. The Preliminary Official Statement has
been reviewed and approved for transmittal to the City Council and the City’s
financing team. The distribution of the Preliminary Official Statement by the City
is subject to federal securities laws, including the Securities Act of 1933 and the
Securities Exchange Act of 1934. These laws require the Preliminary Official
Statement to include all facts that would be material to an investor of the 2025
Bonds. Material information is information that there is a substantial likelihood
would have actual significance in the deliberations of the reasonable investor when
deciding whether to buy or sell the 2025 Bonds. If the City Council concludes that
the Preliminary Official Statement includes all facts that would be material to an
investor in the 2025 Bonds, it must adopt a resolution that authorizes staff to
execute a certificate to the effect that the Preliminary Official Statement has been
“deemed final.”
The Securities and Exchange Commission (the “SEC”), the agency with regulatory
authority over the City’s compliance with the federal securities laws, has issued
guidance as to the duties of the City Council with respect to its approval of the
Preliminary Official Statement. In its “Report of Investigation in the Matter of
County of Orange, California as it Relates to the Conduct of the Members of the
Board of Supervisors” (Release No. 36761 / January 24, 1996) (the “Release”),
the SEC indicated that, if a member of the Board has knowledge of any facts or
circumstances that an investor would want to know about prior to investing in the
2025 Bonds, whether relating to their repayment, tax-exempt status, undisclosed
conflicts of interest with interested parties, or otherwise, he or she should endeavor
to discover whether such facts are adequately disclosed in the Preliminary Official
Statement. In the Release, the SEC indicated that the steps that a member of the
Board could take include becoming familiar with the Preliminary Official Statement
and questioning staff and consultants about the disclosure of such facts.
If City Council adopts the proposed Resolution and financing documents, staff expects
the 2025 Bonds to price in January 2025 and close two weeks after.
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ENVIRONMENTAL DETERMINATION
This action is exempt from the California Environmental Quality Act (CEQA) as it does
not constitute a project, as defined by Section 15378 of the State CEQA Guidelines.
Therefore, no environmental review is required.
FISCAL IMPACT
There is no fiscal impact to the City’s General Fund. Total cash flow savings over the life
of the Bonds are estimated to be approximately $1.28 million. Net present value (NPV)
savings are estimated to be approximately $318,777, or 4.8% of the par amount refunded.
Property owners are estimated to save approximately $250 per parcel annually through
2038, based on market conditions as of November 19, 2024. The savings quoted above
are net of all financing costs (including the cost of purchasing bond insurance and a
reserve fund surety policy). All figures are preliminary and subject to prevailing market
conditions at the time of sale, which is currently anticipated in January 2025.
COUNCIL GOAL COMPLIANCE
This action does not support a current strategic directive.
STAFF RECOMMENDATION (ROLL CALL VOTE REQUIRED)
Adopt Resolution No. 2024-____ authorizing the issuance of Special Tax Refunding
Bonds in an aggregate principal amount not-to-exceed $6 million for Community Facilities
District No. 2004-1 (Moorpark Highlands) and approving certain documents and taking
certain other actions in connection therewith.
Attachment 1: Draft Resolution No. 2024-____
Attachment 2: Fiscal Agent Agreement
Attachment 3: Escrow Agreement
Attachment 4: Purchase Agreement
Attachment 5: Preliminary Official Statement
Attachment 6: Good Faith Estimates
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RESOLUTION NO. 2024-____
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
MOORPARK, CALIFORNIA AUTHORIZING THE ISSUANCE
OF SPECIAL TAX REFUNDING BONDS AND APPROVING
AND AUTHORIZING RELATED DOCUMENTS AND
ACTIONS FOR COMMUNITY FACILITIES DISTRICT NO.
2004-1 (MOORPARK HIGHLANDS)
WHEREAS, this Council has conducted proceedings under and pursuant to
Chapter 2.5 of Part 1 of Division 2 of Title 5, commencing at Section 53311 of the
California Government Code (the “Act”), to form Community Facilities District No. 2004-1
(Moorpark Highlands) (the “CFD”), and, for the CFD authorized the levy of special taxes
upon the land within the CFD, and to issue bonds secured by such special taxes the
proceeds of which were used to finance certain public facilities (the “Facilities”), all as
described in those proceedings; and
WHEREAS, this Council heretofore in 2014 authorized, issued, sold and delivered
its $12,680,000 City of Moorpark, Community Facilities District No. 2004-1 (Moorpark
Highlands) 2014 Series A Senior Lien Special Tax Refunding Bonds and $6,945,000 City
of Moorpark, Community Facilities District No. 2004-1 (Moorpark Highlands) 2014
Series B Junior Lien Special Tax Refunding Bonds (together, the “Prior Bonds”) which
refunded special tax bonds for the CFD issued in 2006 in the original principal amount of
$38,030,000 to finance facilities necessary for development of property within the CFD;
and
WHEREAS, to provide savings to taxpayers of the interest cost levied on
properties in the CFD as part of the special taxes this Council now wishes to provide for
the issuance of special tax refunding bonds (the “Refunding Bonds”) for the CFD to
refund, in advance of their stated maturities, the Prior Bonds; and
WHEREAS, there have been submitted to this Council certain documents
described below providing for the issuance of the Refunding Bonds and the use of the
proceeds of those bonds, and this Council with the aid of its staff, has reviewed the
documents and found them to be in proper order; and
WHEREAS, all conditions, things and acts required to exist, to have happened and
to have been performed precedent to and in the issuance of the Refunding Bonds and
the levy of the special taxes as contemplated by this resolution and the documents
referred to herein exist, have happened and have been performed in due time, form and
manner as required by the laws of the State of California, including the Act.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MOORPARK DOES
HEREBY RESOLVE AS FOLLOWS:
SECTION 1. Finding. This Council finds and determines that it would be prudent
in the management of its fiscal affairs to issue the Refunding Bonds to refund the Prior
Bonds and that such refunding will result in a lower overall interest cost to payers of
special taxes of the CFD and reductions in scheduled annual special taxes.
ATTACHMENT 1
194
Resolution No. 2024-____
Page 2
SECTION 2. Law Applicable. For the purposes of these proceedings in and for the
CFD, the Act shall be the authority for the issuance of the Refunding Bonds.
SECTION 3. Bonds Authorized. Pursuant to the Act, this Resolution and the Fiscal
Agent Agreement, (as hereafter defined) bonds for the CFD designated “City of Moorpark,
Community Facilities District No. 2004-1 (Moorpark Highlands), 2025 Special Tax
Refunding Bonds” (the “Refunding Bonds”) in an aggregate principal amount not to
exceed $6,000,000 are hereby authorized to be issued on the earliest date from the date
hereof as the City Manager, Assistant City Manager or Finance Director of the City
determines appropriate. The Refunding Bonds shall be dated and executed in the forms,
be in the denominations, mature, be payable at the place and in the priorities and bear
interest at the rates as set forth in and otherwise as provided in the Fiscal Agent
Agreement (defined below) and the designated costs of issuing the Refunding Bonds (as
defined in Section 53363.8 of the Act) shall not exceed the amount authorized therein.
The Council hereby finds that the Refunding Bonds constitute “refunding bonds” within
the meaning of the Act because the proceeds thereof will be used to refund the Prior
Bonds. For the purposes of these proceedings for the issuance of the Refunding Bonds,
the Council hereby preliminarily determines that the projected total net interest cost to
maturity on such Refunding Bonds plus the principal portion thereof will be less than the
total net interest cost to maturity of the Prior Bonds plus the principal amount thereof; the
Refunding Bonds shall not be issued unless an interest rate minimum is obtained such
that the parameter projected herein can actually be met upon issuance of the Refunding
Bonds and the maturity dates of the Refunding Bonds shall not exceed the latest maturity
date of the Prior Bonds.
SECTION 4. Authorities Granted. The City Manager, Assistant City Manager,
Finance Director or such other official of the City as may be designated by any such
official (each an “Authorized Officer”) are hereby separately authorized and directed to
execute and deliver the documents and instruments herein specified in substantially the
forms on file with the City Clerk, with such additions thereto or changes therein as are
approved by the Authorized Officer upon consultation with City’s bond counsel, including
such additions or changes as are necessary or advisable to permit the timely issuance,
sale and delivery of the Refunding Bonds, provided, however, that no additions or
changes shall: (a) authorize an aggregate principal amount of Refunding Bonds in excess
of $6,000,000; (b) result in a total interest cost not to exceed 4.50% per annum or such
greater amount permitted by applicable law at the time of the sale of the Refunding Bonds;
or (c) result in an underwriter’s discount in excess of 0.9% of the aggregate principal
amount of the Refunding Bonds; or (d) result in a maturity of the Refunding Bonds in
excess of the remaining term of the Prior Bonds. The approval of such additions or
changes shall be conclusively evidenced by the execution and delivery of the documents
and instruments herein specified by the Authorized Officer.
SECTION 5. Fiscal Agent Agreement. The proposed form of the Fiscal Agent
Agreement between the City and The Bank of New York Mellon Trust Company, N.A., as
fiscal agent, (the “Agreements”) with respect to each series of the Refunding Bonds, in
the form on file with the City Clerk is hereby approved. The date, manner of payment,
interest rate or rates, interest payment dates, denominations, form, registration privileges,
manner of execution, place of payment, terms of redemption and other terms of the
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Resolution No. 2024-____
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Refunding Bonds shall be as provided in the Agreements as finally executed. The terms
and provisions of the Agreements, as finally executed, are incorporated herein by this
reference as if fully set forth herein. The Authorized Officer is hereby authorized and
directed to execute the Agreements on behalf of the City, subject to the savings parameter
described in Section 3 hereof and subject to terms of Section 4 hereof.
SECTION 6. Sale of Bonds. The form of agreement for the purchase of the
Refunding Bonds (the “Bond Purchase Agreement”) between the City and Hilltop
Securities Inc. (the “Underwriter”) substantially in the form currently on file with the City is
hereby approved. The Authorized Officer is hereby authorized and directed to execute
the Bond Purchase Agreement for the City, subject to the provisions of Section 3 hereof,
with such additions thereto and changes therein as may be approved by such Authorized
Officer upon consultation with the City’s bond counsel. Approval of such additions and
changes shall be conclusively evidenced by the execution and delivery of the Bond
Purchase Agreement. The Council hereby finds and determines that the sale of the
Refunding Bonds at negotiated sale as contemplated by the Bond Purchase Agreement
will result in a lower overall cost to the City than would a competitively bid sale.
SECTION 7. Bond Preparation and Delivery. Upon completion of the sale thereof,
the Refunding Bonds shall be prepared, executed and delivered to the Fiscal Agent for
authentication, all in accordance with the terms of the executed Bond Purchase
Agreement. The Fiscal Agent, the Authorized Officers and other responsible officers of
the City are hereby authorized and directed to take such actions as are required under
the executed Bond Purchase Agreement and the Agreement to cause the delivery of the
Refunding Bonds upon receipt of the purchase price thereof from the Underwriter.
SECTION 8. Official Statement. The Council hereby approves the Official
Statement describing the financing for the Refunding Bonds, in substantially the form on
file with the City Clerk together with any changes therein or additions thereto deemed
advisable by the Authorized Officer. The Council approves and authorizes the distribution
by the Underwriter of the Official Statement to prospective purchasers of the Refunding
Bonds, and authorizes and directs an Authorized Officer on behalf of the City to deem
“final,” pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the “Rule”),
the Official Statement prior to its distribution to prospective purchasers of the Refunding
Bonds (the Official Statement, as so deemed final, being referred to as the “Preliminary
Official Statement”). The execution of the final Official Statement, which shall include
such changes and additions to the Preliminary Official Statement as may be permitted by
the Rule and deemed advisable by the Authorized Officer and such information permitted
to be excluded from the Preliminary Official Statement pursuant to the Rule (the “Official
Statement”), shall be conclusive evidence of the approval of the Official Statement by the
City.
SECTION 9. Continuing Disclosure. The Council hereby approves the form of the
City’s Continuing Disclosure Agreement with respect to the Refunding Bonds in
substantially the form thereof attached to the Preliminary Official Statement. The
Authorized Officer is hereby authorized and directed to complete and execute the
Agreement on behalf of the City with such changes, additions, deletions as may be
approved by an Authorized Officer in consultation with the City’s bond counsel.
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Resolution No. 2024-____
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SECTION 10. Actions Authorized. All actions heretofore taken by the officers,
employees and agents of the City with respect to the establishment of the CFD and the
sale and issuance of the Refunding Bonds are hereby approved, confirmed and ratified,
and the Authorized Officers of the City are hereby authorized and directed to do any and
all things and take any and all actions and execute any and all certificates, agreements
and other documents, including the use of municipal bond insurance and a reserve fund
surety, which they, or any of them, may deem necessary or advisable in order to
consummate the lawful issuance and delivery of the Refunding Bonds in accordance with
this resolution, and any certificate, agreement, and other document described in the
documents herein approved, including an escrow agreement or other document needed
to facilitate the early redemption of the Prior Bonds. All actions to be taken by a specified
Authorized Officer as specified herein, may be taken by the Authorized Officer or any
designee, with the same force and effect as if taken by such Authorized Officer. This
Council hereby determines and directs to be made any reductions in the annual levy of
special taxes for the CFD in a manner consistent with that prescribed in the Act as a result
of the savings achieved through the issuance of the Refunding Bonds.
SECTION 11. Effectiveness. This resolution shall take effect from and after its
adoption. Any previous resolutions in any way inconsistent with the provisions hereof in
and for the issuance of the Refunding Bonds as herein described are hereby repealed.
SECTION 12. Certification. The City Clerk shall certify to the adoption of this resolution and shall cause a certified resolution to be tiled in the book of original Resolutions.
PASSED AND ADOPTED this 4th day of December 2024.
________________________________
Chris R. Enegren, Mayor
ATTEST:
___________________________________
Ky Spangler, City Clerk
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FISCAL AGENT AGREEMENT
Between
CITY OF MOORPARK
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Fiscal Agent
Dated as of ________ 1, 2025
$__________
CITY OF MOORPARK
COMMUNITY FACILITIES DISTRICT NO. 2004-1 (Moorpark Highlands)
2025 SPECIAL TAX REFUNDING BONDS
ATTACHMENT 2
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TABLE OF CONTENTS
ARTICLE I
STATUTORY AUTHORITY AND DEFINITIONS
Section 1.01. Authority for this Agreement ............................................................................................ 2
Section 1.02. Agreement for Benefit of Bondowners ............................................................................ 2
Section 1.03. Definitions ........................................................................................................................ 2
ARTICLE II
THE BONDS
Section 2.01. Principal Amount; Designation ...................................................................................... 11
Section 2.02. Terms of Bonds ............................................................................................................. 11
Section 2.03. Redemption ................................................................................................................... 12
Section 2.04. Form of Bonds ............................................................................................................... 14
Section 2.05. Execution of Bonds ....................................................................................................... 14
Section 2.06. Transfer of Bonds .......................................................................................................... 14
Section 2.07. Exchange of Bonds ....................................................................................................... 15
Section 2.08. Bond Register ................................................................................................................ 15
Section 2.09. Temporary Bonds .......................................................................................................... 16
Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen .................................................................. 16
Section 2.11. Limited Obligation .......................................................................................................... 16
Section 2.12. No Acceleration ............................................................................................................. 16
ARTICLE III
ISSUANCE OF BONDS
Section 3.01. Issuance and Delivery of Bonds .................................................................................... 17
Section 3.02. Application of Proceeds of Sale of Bonds ..................................................................... 17
Section 3.03. Special Tax Fund .......................................................................................................... 18
Section 3.04. Costs of Issuance Fund ................................................................................................. 18
Section 3.05. Error! Bookmark not defined.
ARTICLE IV
SPECIAL TAX REVENUES; BOND FUND AND RESERVE FUND
Section 4.01. Pledge of Special Tax Revenues and Other Amounts. ................................................. 20
Section 4.02. Bond Fund ..................................................................................................................... 20
Section 4.03. Reserve Fund ................................................................................................................ 21
ARTICLE V
OTHER COVENANTS OF THE CITY
Section 5.01. Punctual Payment ......................................................................................................... 23
Section 5.02. Limited Obligation .......................................................................................................... 23
Section 5.03. Extension of Time for Payment ..................................................................................... 23
Section 5.04. Against Encumbrances ................................................................................................. 23
Section 5.05. Books and Accounts ...................................................................................................... 23
Section 5.06. Protection of Security and Rights of Owners ................................................................. 24
Section 5.07. Private Activity Bond Limitation ..................................................................................... 24
Section 5.08. Federal Guarantee Prohibition ...................................................................................... 24
Section 5.09. Collection of Special Tax Revenues .............................................................................. 24
Section 5.10. Further Assurances ....................................................................................................... 24
Section 5.11. No Arbitrage .................................................................................................................. 25
Section 5.12. Maintenance of Tax-Exemption ..................................................................................... 25
Section 5.13. Annual State Reports .................................................................................................... 25
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Section 5.14. Covenant to Foreclose .................................................................................................. 25
Section 5.15. Continuing Disclosure to Owners .................................................................................. 26
Section 5.16. No Additional Bonds ...................................................................................................... 26
Section 5.17. Yield of the Bonds ......................................................................................................... 26
Section 5.18. Bond and Reserve Insurance ........................................................................................ 26
ARTICLE VI
INVESTMENTS; DISPOSITION OF INVESTMENT PROCEEDS;
LIABILITY OF THE CITY
Section 6.01. Deposit and Investment of Moneys in Funds ................................................................ 27
Section 6.02. Rebate of Excess Investment Earnings to the United States ........................................ 28
Section 6.03. Limited Obligation .......................................................................................................... 29
ARTICLE VII
THE FISCAL AGENT
Section 7.01. Appointment of Fiscal Agent ......................................................................................... 29
Section 7.02. Liability of Fiscal Agent .................................................................................................. 30
Section 7.03. Information .................................................................................................................... 32
Section 7.04. Notice to Fiscal Agent ................................................................................................... 32
Section 7.05. Compensation, Indemnification ..................................................................................... 33
ARTICLE VIII
MODIFICATION OR AMENDMENT OF THIS AGREEMENT
Section 8.01. Amendments Permitted ................................................................................................. 34
Section 8.02. Owners' Meetings .......................................................................................................... 35
Section 8.03. Procedure for Amendment with Written Consent of Owners ......................................... 35
Section 8.04. Disqualified Bonds ......................................................................................................... 36
Section 8.05. Effect of Supplemental Agreement ................................................................................ 36
Section 8.06. Endorsement or Replacement of Bonds Issued After Amendments ............................. 36
Section 8.07. Amendatory Endorsement of Bonds ............................................................................. 36
Section 8.08. Opinion of Counsel Regarding Supplemental Agreement ............................................. 36
ARTICLE IX
MISCELLANEOUS
Section 9.01. Benefits of Agreement Limited to Parties ...................................................................... 36
Section 9.02. Successor is Deemed Included in All References to Predecessor ............................... 37
Section 9.03. Discharge of Agreement ................................................................................................ 37
Section 9.04. Execution of Documents and Proof of Ownership by Owners ...................................... 38
Section 9.05. Waiver of Personal Liability ........................................................................................... 38
Section 9.06. Notices to and Demands on City and Fiscal Agent ....................................................... 38
Section 9.07. Partial Invalidity ............................................................................................................. 39
Section 9.08. Unclaimed Moneys ........................................................................................................ 39
Section 9.09. Applicable Law .............................................................................................................. 39
Section 9.10. Conflict with Act ............................................................................................................. 39
Section 9.11. Conclusive Evidence of Regularity ................................................................................ 40
Section 9.12. Payment on Business Day ............................................................................................ 40
Section 9.13. Counterparts .................................................................................................................. 40
Section 9.14. U..S.A. Patriot Act ......................................................................................................... 40
EXHIBIT A FORM OF BOND
EXHIBIT B PROVISIONS RELATING TO THE INSURANCE POLICY
EXHIBIT C PROVISIONS RELATING TO THE RESERVE POLICY
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FISCAL AGENT AGREEMENT
THIS FISCAL AGENT AGREEMENT (this “Agreement”) is made and entered into as of
________ 1, 2025, by and between the City of Moorpark, a municipal corporation organized and
existing under and by virtue of the Constitution and laws of the State of California (the “City”), for
and on behalf of the City’s Community Facilities District No. 2004-1 (Moorpark Highlands) (the
“CFD” or the “District”), and The Bank of New York Mellon Trust Company, N.A., a national
banking association organized and existing under the laws of the United States of America, as
fiscal agent (the “Fiscal Agent”), and governs the terms of the City of Moorpark Community
Facilities District No. 2004-1 (Moorpark Highlands) 2025 2025 Special Tax Refunding Bonds (the
“Bonds”).
R E C I T A L S :
WHEREAS, the City Council of the City has conducted proceedings under and pursuant
to the Mello-Roos Community Facilities Act of 1982, as amended (the “Act”), to form the CFD, to
authorize the levy of special taxes upon the land within the CFD, and to issue bonds secured by
said special taxes to finance certain facilities;
WHEREAS, the City Council heretofore in 2014 authorized, issued, sold and delivered its
$12,680,000 City of Moorpark, Community Facilities District No. 2004-1 (Moorpark Highlands)
2014 Series A Senior Lien Special Tax Refunding Bonds and $6,945,000 City of Moorpark,
Community Facilities District No. 2004-1 (Moorpark Highlands) 2014 Series B Junior Lien Special
Tax Refunding Bonds (together, the “Prior Bonds”) to refinance prior special tax bonds issued for
the CFD, pursuant to a separate Fiscal Agent Agreement dated as of February 1, 2014 for each
series (together, the “Prior Fiscal Agent Agreement”), and pursuant to which The Bank of New
York Mellon Trust Company, N.A., is currently serving as fiscal agent (the “Prior Bonds Fiscal
Agent”);
WHEREAS, the City wishes to refinance the Prior Bonds to take advantage of current
interest rates; and
WHEREAS, the Prior Bonds are subject to redemption on any Interest Payment Date on
or after March 1, 2025, in whole or in part, at a redemption price equal to 100% of the principal
amount of the Prior Bonds to be redeemed, plus accrued interest to the date fixed for redemption,
and the City wishes to refinance the Prior Bonds to take advantage of current interest rates; and
WHEREAS, on _________, 2024, for the primary purpose of refinancing the Prior Bonds,
the City Council adopted Resolution No. 24-___ (the “Resolution”) authorizing the issuance and
sale of the Bonds by the City for and on behalf of the CFD pursuant to this Agreement, which
special tax bonds shall be issued in a single series; and
WHEREAS, the City has determined that it is in the public interest and for the benefit of
the City, the persons responsible for the payment of special taxes and the owners of the Bonds
that the City enter into this Agreement to provide for the issuance of the Bonds, the disbursement
of proceeds of the Bonds, the disposition of the special taxes securing the bonds, and the
administration and payment of the Bonds; and
WHEREAS, the City has determined that all things necessary to cause the Bonds, when
authenticated by the Fiscal Agent and issued as provided in the Act, the Resolution and this
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Agreement, to be legal, valid and binding and limited obligations in accordance with their terms,
and all things necessary to cause the creation, authorization, execution and delivery of this
Agreement and the creation, authorization, execution and issuance of the Bonds, subject to the
terms hereof, have in all respects been duly authorized;
NOW, THEREFORE, in order to establish the terms and conditions upon and subject to
which the Bonds are to be issued, and in consideration of the premises and of the mutual
covenants contained herein and of the purchase and acceptance of the Bonds by the Owners
thereof, and for other valuable consideration, the receipt of which is hereby acknowledged, the
City does hereby covenant and agree, for the benefit of the Owners of the Bonds as follows:
ARTICLE I
STATUTORY AUTHORITY AND DEFINITIONS
Section 1.01. Authority for this Agreement. This Agreement is entered into pursuant to
the provisions of the Act and the Resolution.
Section 1.02. Agreement for Benefit of Bondowners. The provisions, covenants and
agreements herein set forth to be performed by or on behalf of the City shall be for the equal
benefit, protection and security of the Owners. All of the Bonds, without regard to the time or
times of their issuance or maturity, shall be of equal rank without preference, priority or distinction
of any of the Bonds over any other thereof, except as expressly provided in or permitted by this
Agreement. The Fiscal Agent may become the Owner of any of the Bonds and otherwise deal
with the City or the District in its own or any other capacity with the same rights it would have if it
were not Fiscal Agent.
Section 1.03. Definitions. Unless the context otherwise requires, in addition to the terms
defined in the recitals to this Agreement, the terms defined in this Section 1.03 shall, for all
purposes of this Agreement, of any Supplemental Agreement, and of any certificate, opinion or
other document herein mentioned, have the meanings herein specified. All references herein to
“Articles,” “Sections” and other subdivisions are to the corresponding Articles, Sections or
subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words
of similar import refer to this Agreement as a whole and not to any particular Article, Section or
subdivision hereof.
“Act” means the Mello-Roos Community Facilities Act of 1982, as amended, being
Sections 53311 et seq. of the California Government Code.
“Administrative Expense Priority” means (i) for fiscal year 2024-25, $37,750, and (ii) for
each subsequent year, an amount equal to the preceding fiscal year’s Administrative Expense
Priority plus an additional 2% of such amount.
“Administrative Expenses” means costs directly related to the administration of the CFD
consisting of: the actual costs of computing the Special Taxes and preparing the annual Special
Tax collection schedules (whether by a City employee or consultant or both) and the actual costs
of collecting the Special Taxes (whether by the County or otherwise); the actual costs of remitting
the Special Taxes to the Fiscal Agent; actual costs of the Fiscal Agent (including its legal
counsel) in the discharge of its duties under this Agreement; the actual costs of the City or its
designee of complying with the disclosure provisions of the Act and this Agreement, including
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those related to public inquiries regarding the Special Tax and disclosures to Owners of the
Bonds and the Original Purchaser; the actual costs of the City or its designee related to an
appeal of the Special Tax; any amounts required to be rebated to the federal government; an
allocable share of the salaries of the City staff directly related to the foregoing and a
proportionate amount of City general administrative overhead related thereto. Administrative
Expenses shall also include amounts advanced by the City for any administrative purpose of the
CFD, including costs related to prepayments of Special Taxes, recordings related to such
prepayments and satisfaction of Special Taxes, amounts advanced to ensure maintenance of
tax exemption, and the costs of prosecuting foreclosure of delinquent Special Taxes, which
amounts advanced are subject to reimbursement from other sources, including proceeds of
foreclosure.
“Agreement” means this Agreement, as it may be amended or supplemented from time
to time by any Supplemental Agreement.
“Annual Debt Service” means, for each Bond Year, the sum of (i) the interest due on the
Outstanding Bonds in such Bond Year, assuming that the Outstanding Bonds are retired as
scheduled, and (ii) the principal amount of the Outstanding Bonds due in such Bond Year.
“Authorized Officer” means the City Manager, Assistant City Manager, Finance Director,
or any other Person authorized by the City to perform an act or sign a document on behalf of the
City for purposes of this Agreement.
“Bonds” means the City of Moorpark Community Facilities District No. 2004-1 (Moorpark
Highlands) 2025 Special Tax Refunding Bonds.
“Bond Counsel” means (i) Jones Hall, A Professional Law Corporation or (ii) any other
attorney or firm of attorneys acceptable to the City and nationally recognized for expertise in
rendering opinions as to the legality and tax-exempt status of securities issued by public entities.
“Bond Fund” means the fund by that name established pursuant to Section 4.02(A)
hereof.
“Bond Year” means each twelve-month period beginning on September 2 in any year
and extending to the next succeeding September 1, both dates inclusive; except that the first
Bond Year shall begin on the Closing Date and end on September 1, 2025.
“Business Day” means any day other than (i) a Saturday or a Sunday, (ii) a day on which
banking institutions in the state in which the Principal Office of the Fiscal Agent is located are
authorized or obligated by law or executive order to be closed, or (iii) a day on which the New
York Stock Exchange is closed.
“CDIAC” means the California Debt and Investment Advisory Commission of the office
of the State Treasurer of the State of California or any successor agency or bureau thereto.
"CFD" means the City of Moorpark, Community Facilities District No. 2004-1 (Moorpark
Highlands) formed under the Resolution of Formation and amended by Resolution No. 2010-
2938 adopted July “City” means the City of Moorpark, California, and any successor thereto.
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“Closing Date” means the date upon which there is a physical delivery of the Bonds in
exchange for the amount representing the purchase price of the Bonds by the Original
Purchaser.
“Code” means the Internal Revenue Code of 1986 as in effect on the date of issuance of
the Bonds or (except as otherwise referenced herein) as it may be amended to apply to
obligations issued on the date of issuance of the Bonds, together with applicable temporary and
final regulations promulgated, and applicable official public guidance published, under the Code.
“Continuing Disclosure Agreement” means the Continuing Disclosure Agreement, dated
as of ________ 1, 2025, by and among the City and Willdan Financial Services, in its capacity
as initial Dissemination Agent, as originally executed and as it may be amended from time to
time in accordance with the terms thereof.
“Costs of Issuance Fund” means the fund by that name established pursuant to
Section 3.04(A) hereof.
“Cost of Issuance” means items of expense payable or reimbursable directly or indirectly
by the City and related to the authorization, sale and issuance of the Bonds, which items of
expense shall include, but not be limited to, printing costs, costs of reproducing and binding
documents, closing costs, filing and recording fees, initial fees, expenses and charges of the
Fiscal Agent, including its first annual administration fee, expenses incurred by the City in
connection with the issuance of the Bonds, financial advisor fees, Bond (underwriter’s) discount
or underwriting fee, premiums for municipal bond insurance and/or reserve fund insurance, legal
fees, expenses and charges, including bond counsel, charges for execution, transportation and
safekeeping of the Bonds and other costs, charges, expenses and fees in connection with the
foregoing.
“Debt Service” means the scheduled amount of interest and amortization of principal
payable on the Bonds during the period of computation, excluding amounts scheduled during
such period which relate to principal which has been retired before the beginning of such period.
“District” or “CFD” means the City of Moorpark Community Facilities District No. 2004-1
(Moorpark Highlands) formed pursuant to the Resolution of Formation.
“Escrow Agent” means The Bank of New York Mellon Trust Company, N.A., or a
successor escrow agent appointed pursuant to the Escrow Agreement.
“Escrow Agreement” means the Escrow Agreement, dated as of ________ 1, 2025, by
and between the City and the Escrow Agent.
“Escrow Fund” means the Escrow Fund established pursuant to the Escrow Agreement
with respect to the Prior Bonds.
“Fair Market Value” means, with respect to any investment, the price at which a willing
buyer would purchase such investment from a willing seller in a bona fide, arm’s length transaction
(determined as of the date the contract to purchase or sell the investment becomes binding) if the
investment is traded on an established securities market (within the meaning of Section 1273 of
the Code) and, otherwise, the term “Fair Market Value” means the acquisition price in a bona fide
arm’s length transaction (as described above) if (i) the investment is a certificate of deposit that
is acquired in accordance with applicable regulations under the Code, (ii) the investment is an
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agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically
negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract
or other investment agreement) that is acquired in accordance with applicable regulations under
the Code, (iii) the investment is a United States Treasury Security - State and Local Government
Series that is acquired in accordance with applicable regulations of the United States Bureau of
Public Debt, or (iv) any commingled investment fund in which the City and related parties do not
own more than a ten percent (10%) beneficial interest therein if the return paid by the fund is
without regard to the source of the investment.
“Federal Securities” means any of the following which are non-callable and which at the
time of investment are legal investments under the laws of the State of California for funds held
by the Fiscal Agent (the Fiscal Agent shall rely upon investment direction from the City as a
certification that such investment constitutes a legal investment):
(i) Direct general obligations of the United States of America (including
obligations issued or held in book-entry form on the books of the United States Department
of the Treasury) and obligations, the payment of principal of and interest on which are
directly or indirectly guaranteed by the United States of America, including, without
limitation, such of the foregoing which are commonly referred to as “stripped” obligations
and coupons; or
(ii) Any of the following obligations of the following agencies of the United
States of America: (A) direct obligations of the Export Import Bank, (B) certificates of
beneficial ownership issued by the Farmers Home Administration, (C) participation
certificates issued by the General Services Administration, (D) mortgage backed bonds or
passthrough obligations issued and guaranteed by the Government National Mortgage
Association, (E) project notes issued by the United States Department of Housing and
Urban Development, and (F) public housing notes and bonds guaranteed by the United
States of America.
(iii) State and Local Government Series (SLGS) securities.
"Finance Director" means the Finance Director and any other official of the City, or such
official's designee, who acts in the capacity as the chief financial officer of the City, including the
controller or other financial officer.
“Fiscal Agent” means the Fiscal Agent appointed by the City and acting as an
independent fiscal agent with the duties and powers herein provided, its successors and assigns,
and any other corporation or association which may on any date be substituted in its place, as
provided in Section 7.01.
“Fiscal Year” means the twelve-month period extending from ________ 1 in a calendar
year to June 30 of the succeeding year, both dates inclusive.
“Interest Payment Dates” means March 1 and September 1 of each year, commencing
September 1, 2025.
“Insurance Policy” means the Municipal Bond Insurance Policy issued by the Insurer that
guarantees the scheduled payment of principal of and interest on the Insured Bonds when due.
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“Insured Bonds” means the Bonds maturing on September 1 of the years ______ through
_____.
“Insurer” means ______________, or any successor thereto or assignee thereof, as issuer
of the Insurance Policy and the Reserve Policy.
“Junior Lien Prior Bonds” means the $6,945,000 City of Moorpark, Community Facilities
District No. 2004-1 (Moorpark Highlands) 2014 Series B Junior Lien 2014 Special Tax Refunding
Bonds.
“Junior Lien Prior Bonds Fiscal Agent Agreement” means the Fiscal Agent Agreement for
the Junior Lien Prior Bonds, dated as of February 1, 2014, between the City, for and on behalf of
the CFD, and the Prior Bonds Fiscal Agent.
“Maximum Annual Debt Service” means the largest Annual Debt Service for any Bond
Year after the calculation is made through the final maturity date of any Outstanding Bonds.
“Officer’s Certificate” means a written certificate of the City signed by an Authorized
Officer of the City.
“Ordinance” means any ordinance of the City levying the Special Taxes.
“Original Purchaser” means the first purchaser of the Bonds from the City.
“Outstanding,” when used as of any particular time with reference to Bonds, means
(subject to the provisions of Section 8.04) all Bonds except (i) Bonds theretofore canceled by
the Fiscal Agent or surrendered to the Fiscal Agent for cancellation; (ii) Bonds paid or deemed
to have been paid within the meaning of Section 9.03; and (iii) Bonds in lieu of or in substitution
for which other Bonds shall have been authorized, executed, issued and delivered by the City
pursuant to the Agreement or any Supplemental Agreement.
“Owner” or “Bondowner” means any person who shall be the registered owner of any
Outstanding Bond.
“Participating Underwriter” shall have the meaning ascribed thereto in the Continuing
Disclosure Agreement.
“Permitted Investments” means any of the following, to the extent that they are lawful
investments for City funds at the time of investment, and are acquired at Fair Market Value (the
Fiscal Agent shall rely upon investment direction from the City as a certification that such
investment constitutes a legal investment):
(i) Federal Securities;
(ii) any of following obligations of federal agencies not guaranteed by the
United States of America: (a) debentures issued by the Federal Housing Administration;
(b) participation certificates or senior debt obligations of the Federal Home Loan
Mortgage Corporation or Farm Credit Banks (consisting of Federal Land Banks, Federal
Intermediate Credit Banks or Banks for Cooperatives); (c) bonds or debentures of the
Federal Home Loan Bank Board established under the Federal Home Loan Bank Act,
bonds of any federal home loan bank established under said act and stocks, bonds,
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debentures, participations and other obligations of or issued by the Federal National
Mortgage Association, the Student Loan Marketing Association, the Government
National Mortgage Association and the Federal Home Loan Mortgage Corporation; and
bonds, notes or other obligations issued or assumed by the International Bank for
Reconstruction and Development;
(iii) interest-bearing demand or time deposits (including certificates of
deposit) in federal or State of California chartered banks (including the Fiscal Agent and
its affiliates), provided that (a) in the case of a savings and loan association, such
demand or time deposits shall be fully insured by the Federal Deposit Insurance
Corporation, or the unsecured obligations of such savings and loan association shall be
rated in one of the top two rating categories by a nationally recognized rating service,
and (b) in the case of a bank, such demand or time deposits shall be fully insured by the
Federal Deposit Insurance Corporation, or the unsecured obligations of such bank (or
the unsecured obligations of the parent bank holding company of which such bank is the
lead bank) shall be rated in one of the top two rating categories by a nationally recognized
rating service;
(iv) repurchase agreements with a registered broker/dealer subject to the
Securities Investors Protection Corporation Liquidation in the event of insolvency, or any
commercial bank provided that: (a) the unsecured obligations of such bank shall be rated
in one of the top two rating categories by a nationally recognized rating service, or such
bank shall be the lead bank of a banking holding company whose unsecured obligations
are rated in one of the top two rating categories by a nationally recognized rating service;
(b) the most recent reported combined capital, surplus an undivided profits of such bank
shall be not less than $100 million; (c) the repurchase obligation under any such
repurchase obligation shall be required to be performed in not more than thirty (30) days;
and (d) the entity holding such securities as described in clause (c) shall have a pledged
first security interest therein for the benefit of the Fiscal Agent under the California
Commercial Code or pursuant to the book-entry procedures described by 31 C.F.R.
306.1 et seq. or 31 C.F.R. 350.0 et seq. and is rated in one of the top two rating categories
by a nationally recognized rating service;
(v) bankers acceptances endorsed and guaranteed by banks described in
clause (iv) above;
(vi) obligations, the interest on which is exempt from federal income taxation
under Section 103 of the Code and which are rated in the one of the top two rating
categories by a nationally recognized rating service;
(vii) money market funds which invest solely in Federal Securities or in
obligations described in the preceding clause (ii) of this definition, or money market funds
which are rated in the highest rating category by Standard & Poor’s Ratings Services or
Moody’s Investor Service, including such funds for which the Fiscal Agent, its affiliates or
subsidiaries provide investment advisory or other management services or for which the
Fiscal Agent or an affiliate of the Fiscal Agent serves as investment administrator,
shareholder servicing agent, and/or custodian or subcustodian, notwithstanding that (i) the
Fiscal Agent or an affiliate of the Fiscal Agent receives fees from funds for services
rendered, (ii) the Fiscal Agent collects fees for services rendered pursuant to this
Agreement, which fees are separate from the fees received from such funds, and (iii)
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services performed for such funds and pursuant to this Agreement may at times duplicate
those provided to such funds by the Fiscal Agent or an affiliate of the Fiscal Agent;
(viii) units of a taxable government money market portfolio comprised solely of
obligations listed in (i) and (iv) above, including such funds for which the Fiscal Agent, its
affiliates or subsidiaries provide investment advisory or other management services or for
which the Fiscal Agent or an affiliate of the Fiscal Agent serves as investment
administrator, shareholder servicing agent, and/or custodian or subcustodian,
notwithstanding that (i) the Fiscal Agent or an affiliate of the Fiscal Agent receives fees
from funds for services rendered, (ii) the Fiscal Agent collects fees for services rendered
pursuant to this Agreement, which fees are separate from the fees received from such
funds, and (iii) services performed for such funds and pursuant to this Agreement may at
times duplicate those provided to such funds by the Fiscal Agent or an affiliate of the Fiscal
Agent;
(ix) any investment which is a legal investment for proceeds of the Bonds at
the time of the execution of such agreement, and which investment is made pursuant to
an agreement between the City or the Fiscal Agent or any successor Fiscal Agent and a
financial institution or governmental body whose long term debt obligations are rated in
one of the top two rating categories by a nationally recognized rating service;
(x) commercial paper which at the time of purchase is of “prime” quality of the
highest ranking or of the highest letter and numerical rating as provided for by Moody’s
Investors Service, or Standard and Poor’s Corporation, of issuing corporations that are
organized and operating within the United States and having total assets in excess of five
hundred million dollars ($500,000,000) and having an “AA” or higher rating for the issuer’s
debentures, other than commercial paper, as provided for by Moody’s Investors Service
or Standard and Poor’s Corporation, and provided that purchases of eligible commercial
paper may not exceed 180 days maturity nor represent more than 10 percent of the
outstanding paper of an issuing corporation;
(xi) any general obligation of a bank or insurance company whose long term
debt obligations are rated in one of the two highest rating categories of a national rating
service;
(xii) shares in a common law trust established pursuant to Title 1, Division 7,
Charter 5 of the Government Code of the State which invests exclusively in investments
permitted by Section 53635 of Title 5, Division 2, Chapter 4 of the Government Code of
the State, as it may be amended;
(xiii) shares in the California Asset Management Program;
(xiv) the Local Agency Investment Fund established pursuant to Section
16429.1 of the Government Code of the State of California, provided, however, that the
Fiscal Agent shall be permitted to make investments and withdrawals in its own name and
the Fiscal Agent may restrict investments in the such fund if necessary to keep moneys
available for the purposes of this Agreement: or
(xv) any other lawful investment for City funds.
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“Prepayment Account” means the account within the Bond Fund by that name established
pursuant to Section 4.02(A) hereof.
“Principal Office” means the designated corporate trust office of the Fiscal Agent at which
at any time its corporate trust business shall be administered set forth in Section 9.06, or such
other or additional offices as may be designated by the Fiscal Agent by notice from time to time
to the City and the Owners, or the designated corporate trust office of a successor Fiscal Agent,
or such other or additional offices as may be designated by such successor Fiscal Agent by
notice from time to time to the City and the Owners.
“Prior Bonds” means together, the Senior Lien Prior Bonds and the Junior Lien Prior
Bonds.
“Prior Bonds Fiscal Agent” means The Bank of New York Mellon Trust Company, N.A., as
successor fiscal agent with respect to the Prior Bonds under the Prior Bonds Fiscal Agent
Agreements.
“Prior Bonds Fiscal Agent Agreements” means, together, the Senior Lien Prior Bonds
Fiscal Agent Agreement and the Junior Lien Prior Bonds Fiscal Agent Agreement,.
“Qualified Reserve Fund Credit Instrument” means (a) the Reserve Policy and (b) an
irrevocable standby or direct-pay letter of credit or surety bond issued by a commercial bank or
insurance company and deposited with the Fiscal Agent pursuant to Section 4.03, provided that
all of the following requirements are met: (i) the long-term credit rating of such bank or insurance
company is rated “A” or better by S&P or Moody’s at the time of issuance; (ii) such letter of credit
or surety bond has a term of at least twelve (12) months; (c) such letter of credit or surety bond
has a stated amount at least equal to the portion of the Reserve Requirement with respect to
which funds are proposed to be released pursuant to Section 4.03; and (d) the Fiscal Agent is
authorized pursuant to the terms of such letter of credit or surety bond to draw thereunder an
amount equal to any deficiencies which may exist from time to time in the Bond Fund for the
purpose of making payments required pursuant to Section 4.03. A change in the rating of the
provider of a Qualified Reserve Fund Credit Instrument shall have no impact.
“Record Date” means the fifteenth (15th) day of the month next preceding the month of
the applicable Interest Payment Date whether or not such day is a Business Day.
“Regulations” means temporary and permanent regulations promulgated under the Code.
“Reserve Fund” means the fund by that name established pursuant to Section 4.03(A)
hereof.
“Reserve Policy” means the Municipal Bond Debt Service Reserve Insurance Policy
relating to the Bonds issued by the Insurer.
“Reserve Requirement” means the lesser of 10% of the original principal amount of the
Bonds, 100% of Maximum Annual Debt Service on the Bonds, or 125% of average Annual Debt
Service on the Bonds. The City may meet all or a portion of the Reserve Requirement with respect
to any series of Bonds by depositing cash and/or a Qualified Reserve Fund Credit Instrument in
accordance with Section 4.03(A).
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“Resolution” means Resolution No. 24-____ adopted by the City Council of the City on
____________, 2024, which resolution, among other matters, authorized the issuance of the
Bonds.
“Resolution of Formation” means Resolution No. 2005-2383, adopted by the City Council
of the City on September 21, 2005, establishing the District for the purpose of providing for the
financing of certain public facilities in and for such District.
“Senior Lien Prior Bonds” means the $12,680,000 City of Moorpark, Community Facilities
District No. 2004-1 (Moorpark Highlands) 2014 Series A Senior Lien 2025 Special Tax Refunding
Bonds.
“Senior Lien Prior Bonds Fiscal Agent Agreement” means the Fiscal Agent Agreement for
the Senior Lien Prior Bonds, dated as of February 1, 2014, between the City, for and on behalf of
the CFD, and the Prior Bonds Fiscal Agent.
“Series” means a series of bonds issued under this Agreement.
“Special Tax Fund” means the fund by that name established by Section 3.03(A) hereof.
““Special Tax Revenues” means the proceeds of the Special Taxes annually received by
the City, excluding any interest and penalties thereon collected in connection with delinquent
Special Taxes, less an amount equal to the Administrative Expense Priority, including all
scheduled payments and delinquent payments thereof, and proceeds of the redemption or sale
of property sold as a result of foreclosure of the lien of the Special Taxes.
“Special Taxes” means the “Special Tax for Facilities” component of the special taxes
levied within the District pursuant to the Act, the Ordinance and this Agreement, as described in
the Rate and Method of Apportionment for City of Moorpark Community Facilities District No.
2004-1 (Moorpark Highlands).
“Supplemental Agreement” means an agreement the execution of which is authorized by
a resolution which has been duly adopted by the City under the Act and which agreement is
amendatory of or supplemental to this Agreement, but only if and to the extent that such
agreement is specifically authorized hereunder.
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ARTICLE II
THE BONDS
Section 2.01. Principal Amount; Designation. Under and pursuant to the Act, the Bonds
in the aggregate principal amount of $__________ shall be issued to provide proceeds for the
purposes set forth in Section 3.02(a).
Section 2.02. Terms of Bonds.
(A) Form; Denominations. The Bonds shall be issued as fully registered Bonds
without coupons in the denomination of $5,000 or any integral multiple of $5,000 in excess
thereof. Bonds shall be lettered and numbered in a customary manner as determined by the
Fiscal Agent.
(B) Date of Bonds. The Bonds shall be dated the Closing Date.
(C) On the date of their initial delivery, the Bonds will be maintained in a book-entry
system. The Bonds will be registered in the name of The Depository Trust Company (or its
nominee name) (“DTC”), and delivered in the manner specified by DTC. The Fiscal Agent
agrees to comply with the provisions of the Blanket Issuer Letter of Representations, dated
_______________, entered into between the Issuer and DTC. The Fiscal Agent is a Fast
Automated Securities Transfer (“Fast”) agent of DTC and in such capacity will hold the Bonds
in permanent safekeeping on behalf of DTC in accordance with its FAST closing procedures.
Neither the City nor the Fiscal Agent shall have any responsibility or obligation to DTC
participants or the persons for whom they act as nominees with respect to the Bonds regarding
accuracy of any records maintained by DTC or DTC participants, the payments by DTC or DTC
participants of any amount in respect of principal, redemption price or interest on the Bonds, any
notice which is permitted or required to be given to or by Owners hereunder (except such notice
as is required to be given by the City to the Fiscal Agent or to DTC), or any consent given or
other action taken by DTC as Owner.
(D) CUSIP Identification Numbers. “CUSIP” identification numbers may be imprinted
on the Bonds, but such numbers shall not constitute a part of the contract evidenced by the
Bonds and any error or omission with respect thereto on any Bond, notice or elsewhere shall
not constitute cause for refusal of any purchaser to accept delivery of and pay for the Bonds or
result in liability for the Fiscal Agent. In addition, failure on the part of the City or the Fiscal Agent
to use such CUSIP numbers in any notice to Owners shall not constitute an event of default or
any violation of the City’s contract with such Owners and shall not impair the effectiveness of
any such notice. Furthermore, any notice may state that no representation is made as to the
accuracy of such numbers either as printed on the Bonds or as contained in any notice of a
redemption and that reliance may be placed only on the other identification numbers printed on
the Bonds, and any such redemption shall not be affected by any defect in or omission of such
numbers. The District will promptly notify the Fiscal Agent in writing of any change in the
"CUSIP" identification numbers.
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(E) Maturities. The Bonds shall be issued as serial bonds and shall mature and
become payable as follows:
Maturity
(Sept. 1)
Principal
Amount
Interest
Rate
CUSIP
(616224)
2025
2026
2027(
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038)
(F) Interest. The Bonds shall bear interest at the rates set forth above payable on
the Interest Payment Dates in each year. Interest shall be calculated on the basis of a 360-day
year composed of twelve 30-day months. Each Bond shall bear interest from the Interest
Payment Date next preceding the date of authentication thereof unless (i) it is authenticated on
an Interest Payment Date, in which event it shall bear interest from such date of authentication,
or (ii) it is authenticated prior to an Interest Payment Date and after the close of business on the
Record Date preceding such Interest Payment Date, in which event it shall bear interest from
such Interest Payment Date, or (iii) it is authenticated prior to the Record Date preceding the first
Interest Payment Date, in which event it shall bear interest from the Closing Date; provided,
however, that if at the time of authentication of a Bond, interest is in default thereon, such Bond
shall bear interest from the Interest Payment Date to which interest has previously been paid or
made available for payment thereon.
(G) Method of Payment. Interest on the Bonds (including the final interest payment
upon maturity or earlier redemption) is payable by check of the Fiscal Agent sent on the Interest
Payment Dates by first class mail to the registered Owner thereof at such registered Owner’s
address as it appears on the registration books maintained by the Fiscal Agent at the close of
business on the Record Date preceding the Interest Payment Date, or sent by wire or other
electronic money transfer on such Interest Payment Date upon written instructions received by
the Fiscal Agent on or before the Record Date preceding the Interest Payment Date of any Owner
of $1,000,000 or more in aggregate principal amount of Bonds; provided that so long as any
Bonds are in book-entry form, payments with respect to such Bonds shall be made by wire transfer
or in such other method required by DTC. The principal of the Bonds and any premium on the
Bonds are payable in lawful money of the United States of America upon surrender of the Bonds
at the Principal Office of the Fiscal Agent. All Bonds paid by the Fiscal Agent pursuant to this
Section shall be cancelled by the Fiscal Agent. The Fiscal Agent shall dispose of the cancelled
Bonds in accordance with its then-customary procedures and issue a certificate of disposal
thereof to the City upon written request.
Section 2.03. Redemption.
(A) Redemption Dates.
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(i) Optional Redemption. The Bonds are subject to optional redemption from any
source of available funds prior to maturity, in whole, or in part among series and maturities as will
be specified by the City and by lot within a maturity, on any date on and after September 1, _____,
at a redemption price equal to the principal amount of the Bonds to be redeemed, plus accrued
interest thereon to the date of redemption, without premium.
(ii) Mandatory Redemption From Prepayments. The Bonds are subject to mandatory
redemption from prepayments of the Special Tax by property owners, in whole or in part among
maturities as specified by the City and by lot within a maturity, on any Interest Payment Date at
the following respective redemption prices (expressed as percentages of the principal amount of
the Bonds to be redeemed), plus accrued interest thereon to the date of redemption:
Redemption Dates
Redemption
Price
Interest Payment Dates through and including March 1, _____ 103%
September 1, _____ and March 1, _____ 102
September 1, _____ and March 1, _____ 101
September 1, _____and any Interest Payment Date thereafter 100
The proceeds of any such prepayment shall be deposited in the Prepayment Account of
the Bond Fund and applied by the Fiscal Agent to pay the redemption price of the Bonds.
The City shall give the Fiscal Agent an Officer’s Certificate containing notice of its
intention to redeem Bonds pursuant to subsections A(i) and (A)(ii) not less than 60 days prior to
the applicable redemption date.
(B) Redemption Procedure by Fiscal Agent. The Fiscal Agent shall cause notice of
any redemption to be sent by first class mail, postage prepaid, or in the manner required by DTC
at least 20 days but not more than 60 days prior to the date fixed for redemption to the respective
registered Owners of any Bonds designated for redemption, at their addresses appearing on the
Bond registration books in the Principal Office of the Fiscal Agent; but sending notice shall not
be a condition precedent to such redemption and failure to send or to receive any such notice,
or any defect therein, shall not affect the validity of the proceedings for the redemption of such
Bonds.
Such notice shall state the redemption date and the redemption price and, if less than all
of the then Outstanding Bonds are to be called for redemption, shall state the CUSIP numbers
and principal amounts of such maturity to be redeemed, shall require that such Bonds be then
surrendered at the Principal Office of the Fiscal Agent for redemption at the said redemption
price, and shall state that further interest on such Bonds will not accrue from and after the
redemption date.
Upon the payment of the redemption price of Bonds being redeemed, each check, wire
or other electronic money transfer sent for such purpose shall, to the extent practicable, bear
the CUSIP number identifying, by issue and maturity, of the Bonds being redeemed with the
proceeds of such check, wire or other electronic money transfer.
Whenever provision is made in this Agreement for the redemption of less than all of the
Bonds within any maturity, if the Bonds are maintained in a book entry system then DTC will select
the Bonds to be redeemed in accordance with its then prevailing rules. If the Bonds are not held
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in a book entry system, then the Fiscal Agent shall select the Bonds to be redeemed, from all
Bonds or such given portion thereof of such maturity by lot in any manner which the Fiscal Agent
in its sole discretion shall deem appropriate.
Upon surrender of Bonds redeemed in part only, the City shall execute and the Fiscal
Agent shall authenticate and deliver to the registered Owner, at the expense of the City, a new
Bond or Bonds, of the same series and maturity, of authorized denominations in aggregate
principal amount equal to the unredeemed portion of the Bond or Bonds.
The City shall have the right to rescind any notice of prepayment delivered by the Fiscal
Agent upon delivery of notice to the affected Owners prior to the date fixed for prepayment.
(C) Effect of Redemption. From and after the date fixed for redemption, if funds
available for the payment of the principal of, and interest and any premium on, the Bonds so called
for redemption shall have been deposited in the Bond Fund, such Bonds so called shall cease to
be entitled to any benefit under this Agreement other than the right to receive payment of the
redemption price, and no interest shall accrue thereon on or after the redemption date specified
in such notice.
All Bonds redeemed and purchased by the Fiscal Agent pursuant to this Section shall be
canceled by the Fiscal Agent. The Fiscal Agent shall dispose of the cancelled Bonds in
accordance with its then-customary procedures and issue a certificate of disposal thereof to the
City upon written request.
Section 2.04. Form of Bonds. The Bonds, the form of Fiscal Agent’s certificate of
authentication, and the form of assignment, to appear thereon shall be substantially in the forms,
respectively, set forth in Exhibit A attached hereto and by this reference incorporated herein, with
necessary or appropriate variations, omissions and insertions, as permitted or required by this
Agreement, the Resolution and the Act.
Section 2.05. Execution of Bonds. The Bonds shall be executed on behalf of the City by
the Mayor and the City Clerk of the City who are in office on the date of adoption of this Agreement
or on any date thereafter, and the seal of the City may be impressed, imprinted, or reproduced by
facsimile signature thereon. If any officer whose signature appears on any Bond ceases to be
such officer before delivery of the Bonds to the Owner, such signature shall nevertheless be as
effective as if the officer had remained in office until the delivery of the Bonds to the Owner. Any
Bond may be signed and attested on behalf of the City by such persons as at the actual date of
the execution of such Bond shall be the proper officers of the City although at the nominal date of
such Bond any such person shall not have been such officer of the City.
Only such Bonds as shall bear thereon a certificate of authentication in substantially the
form set forth in Exhibit A, executed and dated by the Fiscal Agent, shall be valid or obligatory for
any purpose or entitled to the benefits of this Agreement, and such certificate of authentication of
the Fiscal Agent shall be conclusive evidence that the Bonds registered hereunder have been
duly authenticated, registered and delivered hereunder and are entitled to the benefits of this
Agreement.
Section 2.06. Transfer of Bonds. Any Bond may, in accordance with its terms, be
transferred, upon the books required to be kept pursuant to the provisions of Section 2.08 by the
person in whose name it is registered, in person or by his or her duly authorized attorney, upon
surrender of such Bond for cancellation, accompanied by delivery of a duly written instrument of
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transfer in a form acceptable to the Fiscal Agent. The cost for any services rendered or any fees
or expenses incurred by the Fiscal Agent in connection with any such transfer shall be paid by
the City. The Fiscal Agent shall collect from the Owner requesting such transfer any tax or other
governmental charge required to be paid with respect to such transfer. The transferor shall also
provide or cause to be provided to the Fiscal Agent all information necessary to allow the Fiscal
Agent to comply with any applicable tax reporting obligations, including without limitation any cost
basis reporting obligations under Internal Revenue Code Section 6045. The Fiscal Agent may
rely on the information provided to it and shall have no responsibility to verify or ensure the
accuracy of such information. In connection with any proposed transfer outside the book-entry
system, the City or DTC shall provide or cause to be provided to the Fiscal Agent all information
necessary to allow the Fiscal Agent to comply with any applicable tax reporting obligations,
including without limitation any cost basis reporting obligations under Internal Revenue Code
Section 6045. The Fiscal Agent may rely on the information provided to it and shall have no
responsibility to verify or ensure the accuracy of such information.
Whenever any Bond or Bonds shall be surrendered for transfer, the City shall execute and
the Fiscal Agent shall authenticate and deliver a new Bond or Bonds, for a like aggregate principal
amount of Bonds of authorized denominations and of the same maturity.
The Fiscal Agent shall have no obligation or duty to monitor, determine or inquire as to
compliance with any restrictions on transfer imposed under this Agreement or under applicable
law with respect to any transfer of any interest in any Bond (including any transfers between or
among depository participants or beneficial owners of interests in any Bonds held in a book entry
system) other than to require delivery of such certificates and other documentation or evidence
as are expressly required by, and to do so if and when expressly required by the terms of, this
Agreement, and to examine the same to determine substantial compliance as to form with the
express requirements hereof. Neither the Fiscal Agent nor any agent shall have any responsibility
or liability for any actions taken or not taken by any depositary with respect to the Bonds.
No transfers of Bonds shall be required to be made (i) within fifteen (15) days prior to the
date established by the Fiscal Agent for selection of Bonds for redemption or (ii) with respect to a
Bond after such Bond has been selected for redemption.
Section 2.07. Exchange of Bonds. Bonds may be exchanged at the Principal Office of
the Fiscal Agent for a like aggregate principal amount of Bonds of authorized denominations and
of the same maturity. The cost for any services rendered or any fees or expenses incurred by
the Fiscal Agent in connection with any such exchange shall be paid by the City. The Fiscal Agent
shall collect from the Owner requesting such exchange any tax or other governmental charge
required to be paid with respect to such exchange.
No exchanges of Bonds shall be required to be made (i) within fifteen (15) days prior to
the date established by the Fiscal Agent for selection of Bonds for redemption or (ii) with respect
to a Bond after such Bond has been selected for redemption.
Section 2.08. Bond Register. The Fiscal Agent will keep or cause to be kept, sufficient
books for the registration and transfer of the Bonds, which shall show the series number, date,
principal amount, rate of interest, CUSIP number and Owner of each Bond (the “Bond Register”)
and shall at all times be open to inspection by the City during regular business hours upon
reasonable notice; and, upon presentation for such purpose, the Fiscal Agent shall, under such
reasonable regulations as it may prescribe, register or transfer or cause to be registered or
transferred, on said Bond Register, the ownership of the Bonds as hereinbefore provided.
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Section 2.09. Temporary Bonds. The Bonds may be initially issued in temporary form
exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be printed,
lithographed or typewritten, shall be in denominations of $5,000, and may contain such reference
to any of the provisions of this Agreement as may be appropriate. Every temporary Bond shall
be executed by the City upon the same conditions and in substantially the same manner as the
definitive Bonds. If the City issues temporary Bonds it will execute and furnish definitive Bonds
without delay and thereupon the temporary Bonds shall be surrendered, for cancellation, in
exchange for the definitive Bonds at the Principal Office of the Fiscal Agent or at such other
location as the Fiscal Agent shall designate, and the Fiscal Agent shall authenticate and deliver
in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds
of authorized denominations. Until so exchanged, the temporary bonds shall be entitled to the
same benefits under this Agreement as definitive Bonds authenticated and delivered hereunder.
Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond shall become
mutilated, the City shall execute, and the Fiscal Agent shall authenticate and deliver, a
replacement Bond of like tenor and principal amount in exchange and substitution for the Bond
so mutilated, but only upon surrender to the Fiscal Agent of the mutilated Bond. Every mutilated
Bond surrendered to the Fiscal Agent shall be canceled by it and disposed of by the Fiscal Agent
in accordance with its then-customary procedures, and the Fiscal Agent shall deliver a certificate
of disposal thereof to the City upon written request. If any Bond shall be lost, destroyed or stolen,
evidence of such loss, destruction or theft may be submitted to the Fiscal Agent and, if such
evidence be satisfactory to it and indemnity for the Fiscal Agent and the City satisfactory to the
Fiscal Agent shall be given, the City shall execute, and the Fiscal Agent shall authenticate and
deliver, a replacement Bond of like tenor and principal amount in lieu of and in substitution for the
Bond so lost, destroyed or stolen. The City may require payment of an amount not exceeding the
actual cost of preparing each replacement Bond delivered under this Section and of the fees or
expenses which may be incurred by the City and the Fiscal Agent for the preparation, execution,
authentication, and delivery. Any Bond delivered under the provisions of this Section in lieu of
any Bond alleged to be lost, destroyed, or stolen shall constitute an original additional contractual
obligation on the part of the City whether or not the Bond so alleged to be lost, destroyed or stolen
is at any time enforceable by anyone, and shall be equally and proportionately entitled to the
benefits of this Agreement with all other Bonds issued pursuant to this Agreement.
Section 2.11. Limited Obligation. All obligations of the City under this Agreement and
the Bonds shall be special obligations of the City, payable solely from the Special Tax Revenues
and the funds pledged therefore hereunder. Neither the full faith and credit nor the taxing power
of the City (except to the limited extent set forth herein) or the State of California or any political
subdivision thereof is pledged to the payment of the Bonds.
Section 2.12. No Acceleration. The principal of the Bonds shall not be subject to
acceleration hereunder. Nothing in this Section 2.12 shall in any way prohibit the prepayment
or redemption of Bonds under Section 2.03 hereof, or the defeasance of the Bonds and
discharge of this Agreement under Section 9.03 hereof.
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ARTICLE III
ISSUANCE OF BONDS
Section 3.01. Issuance and Delivery of Bonds. On any date after the execution of this
Agreement, the City may issue the Bonds for the District in the aggregate principal amount set
forth in Section 2.01 or as authorized in any supplemental agreement and deliver such Bonds
to the Original Purchaser. The Authorized Officers of the City are hereby authorized and directed
to deliver any and all documents and instruments necessary to cause the issuance of Bonds in
accordance with the provisions of the Act, the Resolution and this Agreement, to authorize the
payment of Costs of Issuance of the Bonds from the proceeds of the Bonds and to do and cause
to be done any and all acts and procedures necessary or convenient for delivery of the Bonds
to the Original Purchaser.
Section 3.02. Application of Proceeds of Sale of Bonds.
(a) The proceeds of the purchase of the Bonds by the Original Purchaser in the
amount of $____________ (being 100% of the aggregate principal amount thereof, plus an
original issue premium of $____________, less an underwriter’s discount of $____________),
less (ii) the bond insurance premium paid directly to the Insurer by the underwriter in the amount
of $____________, and less (iii) the reserve surety premium paid directly to the Insurer by the
underwriter in the amount of $____________, received from the purchaser thereof and other
amounts transferred to the Fiscal Agent for such purposes as provided herein, shall be paid to
the Fiscal Agent, who shall forthwith set aside, pay over and deposit such proceeds on the
Closing Date as follows (except that item (iii) may be paid directly to the City by the underwriter):
(i) Transfer to the Escrow Agent for deposit into the Escrow Fund
$___________;
(ii) Deposit in the Costs of Issuance Fund $___________;
(iii) $___________ of the proceeds of the sale of the Bonds shall be
transferred to the City for deposit into the Reserve Fund.
(b) In addition to the moneys received under subsection (a), on the Closing Date the
City shall cause to be transferred to the Fiscal Agent, who shall forthwith set aside, pay over
and deposit such proceeds on the Closing Date as follows:
(i) $___________ held by the City in the Special Tax Fund shall immediately
be transferred to the Escrow Agent for deposit under and pursuant to the
Escrow Agreement;
(ii) $___________ held by the Prior Bonds Fiscal Agent in the Reserve
Fund for each series of the Prior Bonds, shall be paid to the Fiscal Agent
which the Fiscal Agent will immediately transfer to the Escrow Agent for
deposit under and pursuant to the Escrow Agreement; and
(iii) $___________ of available funds held by the Prior Bonds Fiscal Agent
shall immediately be transferred to the Escrow Agent for deposit under
and pursuant to the Escrow Agreement;
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(iv) Any other moneys held by the Prior Bonds Fiscal Agent with regard to
the Prior Bonds, shall be immediately transferred to the Bond Fund
established hereunder.
(c) In addition, on the Closing Date, the Reserve Policy will be transferred to the
Reserve Fund in full satisfaction of the Reserve Requirement.
Section 3.03. Special Tax Fund.
(A) Establishment of Special Tax Fund. There is hereby established as a separate
fund to be held by the Finance Director, the Community Facilities District No. 2004-1 (Moorpark
Highlands) 2025 Special Tax Refunding Bonds, Special Tax Fund, to the credit of which the City
shall deposit, immediately upon receipt, all Special Tax Revenues received by the City and any
amounts required hereunder to be deposited in the Special Tax Fund. Moneys in the Special
Tax Fund shall be held in trust by the City for the benefit of the City and the Owners of the Bonds,
shall be disbursed as provided below and, pending any disbursement, shall be subject to a lien
in favor of the Owners of the Bonds.
(B) Disbursements. As soon as practicable after the receipt by the City of any Special
Tax Revenues or the transfer of amounts to the Special Tax Fund pursuant to the terms hereof,
but no later than 10 Business Days after such receipt or transfer, the City shall withdraw from
the Special Tax Fund and transfer: (i) to the Fiscal Agent for deposit in the Bond Fund an amount,
taking into account any amounts then on deposit in the Bond Fund, such that the amount in the
Bond Fund equals the principal, premium, if any, and interest due on the Bonds during the then-
current Bond Year, and (ii) to the Fiscal Agent for deposit in the Reserve Fund, an amount which
when added to the amount then on deposit therein is equal to the Reserve Requirement. At
such time as deposits to the Special Tax Fund equal the principal, premium if any, and interest
becoming due on the Bonds for the current Bond Year and the amount needed to restore the
Reserve Fund balance to the Reserve Requirement, the amount in the Special Tax Fund in
excess of such amount shall be available to the City to pay Administrative Expenses; provided,
however, that as soon as practicable after the receipt by the City of any prepayments of Special
Taxes, but no later than 10 Business Days after such receipt, the City shall transfer such
prepayments to the Fiscal Agent for deposit into the Prepayment Account to be used for the
redemption of Bonds.
(C) Investment. Moneys in the Special Tax Fund shall be invested and deposited in
accordance with Section 6.01. Interest earnings and profits resulting from such investment and
deposit shall be retained in the Special Tax Fund to be used for the purposes thereof.
Section 3.04. Costs of Issuance Fund.
(A) Establishment of Costs of Issuance Fund. There is hereby established as a
separate fund to be held by the Fiscal Agent, the Community Facilities District No. 2004-1
(Moorpark Highlands) 2025 Special Tax Refunding Bonds Costs of Issuance Fund, to the credit
of which a deposit shall be made as required by Section 3.02(a)(iii). Moneys in the Costs of
Issuance Fund shall be held in trust by the Fiscal Agent and shall be disbursed as provided in
subsection (B) of this Section for the payment or reimbursement of Costs of Issuance of the
Bonds.
(B) Disbursement. Amounts in the Costs of Issuance Fund shall be disbursed from
time to time to pay Costs of Issuance, as set forth in an Officer’s Certificate of the City containing
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respective amounts to be paid to the designated payees and delivered to the Fiscal Agent. The
Fiscal Agent shall pay all Costs of Issuance of the Bonds upon receipt of an invoice from any
such payee which requests payment in an amount which is less than or equal to the amount set
forth with respect to such payee in such Officer’s Certificate, or upon receipt of an Officer’s
Certificate of the City requesting payment of a Cost of Issuance not listed on the initial Officer’s
Certificate delivered to the Fiscal Agent on the Closing Date of the Bonds. Each such Officer’s
Certificate shall be sufficient evidence to the Fiscal Agent of the facts stated therein and the
Fiscal Agent shall have no duty to confirm the accuracy of such facts. With respect to each such
Officer’s Certificate, the City certifies that it has reviewed any wire instructions set forth in such
written disbursement direction to confirm such wire instructions are accurate. Such Officer’s
Certificates provided pursuant to this Section shall state that the City (i) certifies that it has
reviewed any wire instructions set forth in such Officer’s Certificate to confirm such wire
instructions are accurate, and (ii) agrees that it will not seek recourse from the Fiscal Agent as a
result of losses incurred by the City for making the disbursement in accordance with such
Officer’s Certificate. The Fiscal Agent shall maintain the Costs of Issuance Fund for a period of
2 months, from the Closing Date of the Bonds and then shall transfer any moneys remaining
therein, including any investment earnings thereon, to the Finance Director for deposit by the
Finance Director in the Special Tax Fund. Thereafter, every invoice received by the Fiscal Agent
shall be submitted to the Finance Director for payment from amounts on deposit in the Special
Tax Fund.
(C) Investment. Moneys in the Costs of Issuance Fund shall be invested and
deposited in accordance with Section 6.01. Interest earnings and profits resulting from said
investment shall be retained by the Fiscal Agent in the Costs of Issuance Fund to be used for
the purposes of such fund.
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ARTICLE IV
SPECIAL TAX REVENUES; BOND FUND AND RESERVE FUND
Section 4.01. Pledge of Special Tax Revenues and Other Amounts. All of the Special
Tax Revenues and all moneys deposited in the Bond Fund, the Reserve Fund and the Special
Tax Fund are hereby pledged to secure the repayment of the Bonds. Such pledge shall
constitute a first lien on the Special Tax Revenues and said amounts. The Special Tax
Revenues and all moneys deposited into such funds (except as otherwise provided herein) are
hereby dedicated in their entirety to the payment of the principal of, premium if any, and interest
on, the Bonds as provided herein and in the Act until all of the Bonds have been paid and retired
or until moneys or Federal Securities have been set aside irrevocably for that purpose in
accordance with Section 9.03.
Amounts in the Costs of Issuance Fund are not pledged to the repayment of the Bonds.
The facilities acquired with the proceeds of the Bonds are not in any way pledged to pay the
Debt Service on the Bonds. Any proceeds of condemnation, destruction or other disposition of
any facilities financed with the proceeds of the Bonds are not pledged to pay the Debt Service
on the Bonds and are free and clear of any lien or obligation imposed hereunder.
The Fiscal Agent may, in its discretion, establish a temporary fund or account in its books
and records to facilitate bond proceed transfers.
Section 4.02. Bond Fund.
(A) Establishment of Bond Fund. There is hereby established as a separate fund to
be held by the Fiscal Agent the Community Facilities District No. 2004-1 (Moorpark Highlands)
2025 Special Tax Refunding Bonds Bond Fund, to the credit of which deposits shall be made as
required by Section 3.02, clause (i) of Section 3.03(B), Section 4.03 and any other amounts
required to be deposited therein by this Agreement or the Act. Moneys in the Bond Fund shall
be held in trust by the Fiscal Agent for the benefit of the Owners of the Bonds, shall be disbursed
for the payment of the principal of, premium if any, and interest and any premium on, the Bonds
as provided below, and, pending such disbursement, shall be subject to a lien in favor of the
Owners of the Bonds.
Within the Bond Fund there is hereby established the Prepayment Account, which shall
be used exclusively for the administration of any prepayments of Special Taxes to assure the
timely redemption of Bonds. Moneys in the Prepayment Account shall be used to redeem Bonds
on the redemption date specified in the notice to the Fiscal Agent given pursuant to Section 2.03.
In the event all the Special Taxes are prepaid in full, the Prepayment Account shall be closed.
(B) Disbursements. On each Interest Payment Date, the Fiscal Agent shall withdraw
from the Bond Fund and pay to the Owners of the Bonds the principal of, premium if any, and
interest, then due and payable on the Bonds, provided however, that if the amounts so
transferred under this Section 4.02(B) equal the amount due on the Bonds for the then-current
bond year and if there is excess moneys in the Bond Fund, such excess shall be paid to the City
upon receiving a request from an Authorized Officer to do so.
In the event that amounts in the Bond Fund are insufficient to pay regularly scheduled
payments of principal of and interest on the Bonds, the Fiscal Agent shall, so long as the Reserve
Policy is in effect, the Fiscal Agent shall draw on the Reserve Policy as needed and available to
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make payments on the Bonds in accordance with the terms of the Reserve Policy and proceed
in accordance with the provisions of Exhibit C hereto. In the event the Reserve Policy or any
other Qualified Reserve Fund Credit Instrument is not in effect, the Fiscal Agent shall withdraw
from the Reserve Fund to the extent of any funds therein, the amount of such insufficiency, and
the Fiscal Agent shall provide written notice to the Finance Director of the amounts so withdrawn
from the Reserve Fund. Amounts so withdrawn from the Reserve Fund shall be deposited in
the Bond Fund. If, after the foregoing transfer, there are insufficient funds in the Bond Fund to
make the payments provided for to pay regularly scheduled payments of principal of and interest
on the Bonds, the Fiscal Agent shall apply the available funds first to the payment of interest on
the Bonds, then to the payment of principal due on the Bonds.
(C) Investment. Moneys in the Bond Fund shall be invested and deposited in
accordance with Section 6.01. Interest earnings and profits resulting from such investment and
deposit shall be retained in the Bond Fund to be used for the purposes of such fund.
(D) Deficiency. If ten days before any Interest Payment Date it appears to the Fiscal
Agent that there is a danger of deficiency in the Bond Fund and that the Fiscal Agent may be
unable to pay regularly scheduled debt service on the Bonds in a timely manner, the Fiscal Agent
shall report to the Finance Director such fact. The City covenants to increase the levy of the
Special Taxes in the next Fiscal Year (subject to the maximum amount authorized by the
Resolution of Formation) in accordance with the procedures set forth in the Act for the purpose
of curing Bond Fund deficiencies.
If on any Interest Payment Date the Fiscal Agent is unable to pay principal, interest and
premium, if any, due on any Interest Payment Date for the Bonds due to insufficient funds in the
Bond Fund, or if funds are withdrawn from the Reserve Fund to pay principal and/or interest on
the Bonds the Fiscal Agent shall notify the Finance Director in writing of such fact, and the
Finance Director shall notify CDIAC of such fact within 10 days of such Interest Payment Date.
The Fiscal Agent has no obligation under this Agreement to provide notice or disclosure to the
Bondowners of insufficient funds or anticipation of deficiency in the Bond Fund.
Section 4.03. Reserve Fund.
(A) Establishment of Fund. There is hereby established as a separate fund to be
held by the Fiscal Agent the Community Facilities District No. 2004-1 (Moorpark Highlands) 2025
Special Tax Refunding Bonds Reserve Fund, to the credit of which a deposit shall be made as
required by Section 3.02 and deposits shall be made as provided in Section 3.03(B). Moneys
in the Reserve Fund shall be held in trust by the Fiscal Agent for the benefit of the Owners of
the Bonds as a reserve for the payment of principal of, and interest on, the Bonds and shall be
subject to a lien in favor of the Owners of the Bonds.
The Reserve Requirement established for the Bonds will be satisfied (i) by depositing
proceeds of the Bonds in the Reserve Fund as set forth in Section 3.02(a)(iii), representing 25%
of the Reserve Requirement, and (ii) in the form of the issuance of the Reserve Policy,
representing 75% of the Reserve Requirement. The Fiscal Agent shall comply with all the terms
and provisions of the Reserve Policy for the purpose of assuring that funds are available
thereunder when required for the purposes of the Reserve Fund, within the limits of the coverage
amount provided by the Reserve Policy, including the terms and conditions set forth in Exhibit C.
The City has the right at any time to cause the Fiscal Agent to release funds or the Reserve
Policy from the Reserve Fund, in whole or in part, by tendering to the Fiscal Agent: (1) an alternate
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Qualified Reserve Fund Credit Instrument, or cash, in the amount of the Reserve Requirement
and (2) an opinion of Bond Counsel stating that such release will not, of itself, cause the portion
of the interest on the Bonds to become includable in gross income for purposes of federal income
taxation. In the event the Reserve Fund is funded with cash in whole or in part and substituted
with a Qualified Reserve Fund Credit Instrument, upon tender of the Qualified Reserve Fund
Credit Instrument the Fiscal Agent shall transfer the substituted amount of cash from the Reserve
Fund to the City.
(B) Use of Fund. Except as otherwise provided in this Section, all amounts deposited
in the Reserve Fund shall be used and withdrawn by the Fiscal Agent solely for the purpose of
making transfers to the Bond Fund in the event of any deficiency within 5 days prior to any
Interest Payment Date in the Bond Fund of the amount required for payment of the principal of,
and interest on, the Bonds on such Interest Payment Date. Whenever transfer is made from the
Reserve Fund to the Bond Fund due to a deficiency in the Bond Fund, the Fiscal Agent shall
provide written notice thereof to the Finance Director.
(C) Transfer of Excess of Reserve Requirement. Whenever, on the Business Day
prior to any Interest Payment Date, the amount in the Reserve Fund exceeds the then applicable
Reserve Requirement (valued by the City as provided in Section 6.01), the Fiscal Agent shall
provide written notice to the Finance Director of the amount of the excess and, following any
transfer required pursuant to Section 4.03(D) below, shall transfer an amount equal to the
excess from the Reserve Fund to the Bond Fund to be used for the payment of the principal of
and interest on the Bonds in accordance with Section 4.02; provided, however, that to the extent
that such excess results from the prepayment of Special Taxes, such amount shall be
transferred to the Prepayment Account and applied to the corresponding redemption of Bonds.
(D) Transfer for Rebate Purposes. Investment earnings on amounts in the Reserve
Fund may be withdrawn from the Reserve Fund for purposes of making payment to the federal
government to comply with Section 6.02.
(E) Transfer When Balance Exceeds Outstanding Bonds. Whenever the balance in
the Reserve Fund exceeds the amount required to redeem or pay the Outstanding Bonds,
including interest accrued to the date of payment or redemption and premium, if any, due upon
redemption, and after making any transfer required under Section 4.03(D) above and upon
receipt of an Officer’s Certificate directing it to do so, the Fiscal Agent shall transfer the amount
in the Reserve Fund to the Bond Fund to be applied, on the next succeeding Interest Payment
Date to the payment and redemption, in accordance with Section 4.02 or 2.03 as applicable, of
all of the Outstanding Bonds. The Fiscal Agent shall rely fully on any such Officer’s Certificate
delivered pursuant to this Section and shall not be required to make any investigation in
connection therewith In the event that the amount so transferred from the Reserve Fund to the
Bond Fund exceeds the amount required to pay and redeem the Outstanding Bonds, the balance
in the Reserve Fund shall be transferred to the City, after payment of any amounts due the Fiscal
Agent hereunder, to be used for any lawful purpose of the City.
Notwithstanding the foregoing, no amounts shall be transferred from the Reserve Fund
pursuant to this Section 4.03(E) until after the calculation, pursuant to Section 6.02, of any
amounts due to the federal government following payment of the Bonds and withdrawal of any
such amount under Section 4.03(D) for purposes of making such payment to the federal
government, and payment of any fees and expenses due to the Fiscal Agent.
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(F) Investment. Moneys in the Reserve Fund shall be invested and deposited in
accordance with Section 6.01. Interest earnings and profits resulting from such investment and
deposit shall be retained in the Reserve Fund to be used and disbursed as provided in this
Section 4.03.
ARTICLE V
OTHER COVENANTS OF THE CITY
Section 5.01. Punctual Payment. The City will punctually pay or cause to be paid the
principal of, premium if any, and interest and on, the Bonds when and as due in strict conformity
with the terms of this Agreement, and it will faithfully observe and perform all of the conditions
covenants and requirements of this Agreement and all Supplemental Agreements and of the
Bonds.
Section 5.02. Limited Obligation. The Bonds are limited obligations of the City on behalf
of the District and are payable solely from and secured solely by the Special Tax Revenues and
the amounts in the Bond Fund, the Reserve Fund and the Special Tax Fund created hereunder.
Section 5.03. Extension of Time for Payment. In order to prevent any accumulation of
claims for interest after maturity, the City shall not, directly or indirectly, extend or consent to the
extension of the time for the payment of any claim for interest on any of the Bonds and shall not,
directly or indirectly, be a party to the approval of any such arrangement by purchasing or funding
said claims for interest or in any other manner. In case any such claim for interest shall be
extended or funded, whether or not with the consent of the City, such claim for interest so
extended or funded shall not be entitled, in case of default hereunder, to the benefits of this
Agreement, except subject to the prior payment in full of the principal of all of the Bonds then
Outstanding and of all claims for interest which shall not have been so extended or funded.
Section 5.04. Against Encumbrances. The City will not encumber, pledge or place any
charge or lien upon any of the Special Tax Revenues or other amounts pledged to the Bonds
superior to or on a parity with the pledge and lien herein created for the benefit of the Bonds,
except as permitted by this Agreement.
Section 5.05. Books and Accounts. The City will keep, or cause to be kept, proper books
of record and accounts, separate from all other records and accounts of the City, in which
complete and correct entries shall be made of all transactions relating to the expenditure of
amounts disbursed from the Special Tax Fund and to the Special Tax Revenues. Such books of
record and accounts shall at all times during business hours be subject to the inspection of the
Fiscal Agent and the Owners of not less than 10% of the principal amount of the Bonds then
Outstanding, or their representatives duly authorized in writing.
The Fiscal Agent will keep, or cause to be kept, proper books of record and accounts,
separate from all other records and accounts of the Fiscal Agent, in which complete and correct
entries shall be made of all transactions relating to the expenditure of amounts disbursed from
the Bond Fund, the Reserve Fund and the Costs of Issuance Fund. Such books of record and
accounts shall at all times during business hours and upon reasonable prior written notice, be
subject to the inspection of the City and the Owners of not less than 10% of the principal amount
of the Bonds then Outstanding, or their representatives duly authorized in writing.
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Section 5.06. Protection of Security and Rights of Owners. The City will preserve and
protect the security of the Bonds and the rights of the Owners, and will warrant and defend their
rights against all claims and demands of all persons. From and after the delivery of any of the
Bonds by the City, the Bonds shall be incontestable by the City.
Section 5.07. Private Activity Bond Limitation. The City shall assure that the proceeds of
the Bonds are not so used as to cause the Bonds to satisfy the private business tests of
Section 141(b) of the Code or the private loan financing test of Section 141(c) of the Code.
Section 5.08. Federal Guarantee Prohibition. The City shall not take any action or permit
or suffer any action to be taken if the result of the same would be to cause any of the Bonds to
be “federally guaranteed” within the meaning of Section 149(b) of the Code.
Section 5.09. Collection of Special Tax Revenues. The City shall comply with all
requirements of the Act so as to assure the timely collection of Special Tax Revenues, including
without limitation, the enforcement of delinquent Special Taxes.
On or within five (5) Business Days of each June 1, the Fiscal Agent shall provide the
Finance Director with a notice stating the amount then on deposit in the Bond Fund and the
Reserve Fund. The receipt of such notice by the Finance Director shall in no way affect the
obligations of the Finance Director under the following two paragraphs. Upon receipt of such
notice, the City shall ascertain the relevant parcels on which the Special Taxes are to be levied,
taking into account any parcel splits during the preceding and then current year.
The City shall effect the levy of the Special Taxes each Fiscal Year in accordance with the
Ordinance such that the computation of the levy is complete before the final date on which City
Auditor will accept the transmission of the Special Tax amounts for the parcels within the District
for inclusion on the next secured real property tax roll. Upon the completion of the computation
of the amounts of the levy, the City shall prepare or cause to be prepared, and shall transmit to
the Finance Director, such data as the City Auditor requires to include the levy of the Special
Taxes on the next secured real property tax roll.
The City shall fix and levy the amount of Special Taxes within the District required for the
payment of principal of and interest on any outstanding Bonds becoming due and payable during
the ensuing year, including any necessary replenishment or expenditure of the Reserve Fund for
the Bonds and an amount estimated to be sufficient to pay the Administrative Expenses during
such year, all in accordance with the rate and method of apportionment of the Special Taxes for
the District and the Ordinance. In any event, the Special Taxes so levied shall not exceed the
authorized amounts as provided in the proceedings pursuant to the Resolution of Formation.
The Special Taxes shall be payable and be collected in the same manner and at the same
time and in the same installment as the general taxes on real property are payable, and have the
same priority, become delinquent at the same times and in the same proportionate amounts and
bear the same proportionate penalties and interest after delinquency as do the general taxes on
real property. Notwithstanding the foregoing, the Special Taxes may be collected in such other
manner as the City shall prescribe if necessary to pay the debt service on the Bonds.
Section 5.10. Further Assurances. The City will adopt, make, execute and deliver any
and all such further resolutions, instruments and assurances as may be reasonably necessary or
proper to carry out the intention or to facilitate the performance of this Agreement, and for the
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better assuring and confirming unto the Owners of the rights and benefits provided in this
Agreement.
Section 5.11. No Arbitrage. The City shall not take, or permit or suffer to be taken by
the Fiscal Agent or otherwise, any action with respect to the gross proceeds of the Bonds which
if such action had been reasonably expected to have been taken, or had been deliberately and
intentionally taken, on the Closing Date would have caused the Bonds to be “arbitrage bonds”
within the meaning of Section 148 of the Code and Regulations.
Section 5.12. Maintenance of Tax-Exemption. The City shall take all actions necessary
to assure the exclusion of interest on the Bonds from the gross income of the Owners of the
Bonds to the same extent as such interest is permitted to be excluded from gross income under
the Code as in effect on the date of issuance of the Bonds.
Section 5.13. Annual State Reports. The following requirements shall apply to the
Bonds:
(A) Annual Reporting. Not later than October 30 of each calendar year, beginning
with the October 30 first succeeding the date of the Bonds, and in each calendar year thereafter
until the October 30 following the final maturity of the Bonds, the Finance Director shall prepare
and supply the California Debt and Investment Advisory Commission, by mail, postage prepaid,
with the information required under Section 53359.5(c) of the Act. The annual reporting shall be
made using such form or forms as may be prescribed by CDIAC.
(B) Other Reporting. If within 10 days prior to any Interest Payment Date it appears
to the Fiscal Agent that there is a danger of deficiency in the Bond Fund and that the Fiscal
Agent may be unable to pay regularly scheduled debt service on the Bonds in a timely manner
or if the Fiscal Agent is unable to pay principal, premium if any, and interest, due on any Interest
Payment Date for the Bonds due to insufficient funds in the Bond Fund, or if funds are withdrawn
from the Reserve Fund to pay principal and/or interest on the Bonds the Fiscal Agent shall make
the reports required under Section 4.02(D) hereof.
In addition, not later than January 1, 2026, and at least once a year thereafter, the Finance
Director shall file a report with the City Council in accordance with the requirements of
Government Code Section 53411, which report shall contain: (a) the amount of Special Taxes
collected and expended; and (b) the status of the Project financed by the District.
(C) Amendment. The reporting requirements of this Section 5.13 shall be amended
from time to time, without action by the City or the Fiscal Agent, to reflect any amendments to
Section 53359.5(b) or Section 53359.5(c) of the Act.
(D) No Liability. None of the City and its officers, agents and employees, the Finance
Director or the Fiscal Agent shall be liable for any inadvertent error in reporting the information
required by this Section 5.13.
Section 5.14. Covenant to Foreclose. Under the Act, the City hereby covenants with and
for the benefit of the Owners of the Bonds that it will order, and cause to be commenced as
hereinafter provided, and thereafter diligently prosecute to judgment (unless such delinquency is
theretofore brought current), an action in the superior court to foreclose the lien of any Special
Tax or installment thereof not paid when due as provided in the following two paragraphs. The
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Finance Director will notify the City Attorney of any such delinquency of which the Finance Director
is aware, and the City Attorney will commence, or cause to be commenced, such proceedings.
On or before September 1 of each year the City shall review the public records of the City
relating to the collection of the Special Tax in order to determine the amount of the Special Tax
collected in the prior fiscal year, and if the City determines on the basis of such review that the
amount so collected is deficient by more than 5% of the total amount of the Special Tax levied in
the District in such Fiscal Year, it will within 30 days thereafter institute foreclosure proceedings
as authorized by the Act in order to enforce the lien of the delinquent installment of the Special
Tax against each separate lot or parcel of land in the District for which such installment of the
Special Tax is delinquent, and will diligently prosecute and pursue such foreclosure proceedings
to judgment and sale; provided, that if the City determines on the basis of such review that (a) the
amount so collected is deficient by less than 5% of the total amount of the Special Tax levied in
the District in such Fiscal Year, but that property owned by any single property owner in the District
is delinquent by more than $3,500 with respect to the Special Tax due and payable by such
property owner in such Fiscal Year, or (b) property owned by any single property owner in the
District is delinquent cumulatively by more than $5,000 with respect to the current and past
Special Tax due (irrespective of the total delinquencies in the District), then the City will institute,
prosecute and pursue such foreclosure proceedings in the time and manner provided herein
against each such property owner.
Notwithstanding the foregoing, the City may determine not to initiate foreclosure
proceedings if (a) the amount in the Reserve Fund is equal to the Reserve Requirement, and (b)
there have been no defaults in the payment of debt service on the Bonds.
Additionally, notwithstanding any of the foregoing, in certain instances the amount of a
Special Tax delinquency on a particular parcel in relation to the cost of appropriate foreclosure
proceedings may be such that the costs do not warrant the foreclosure proceedings costs. In such
cases, foreclosure proceedings may be delayed by the City until there are sufficient Special Tax
delinquencies accruing to such parcel (including interest and penalties thereon) to warrant the
cost of such foreclosure proceedings.
Section 5.15. Continuing Disclosure to Owners. The City hereby covenants and agrees
that it will comply with and carry out all of the provisions of the Continuing Disclosure Agreement.
Notwithstanding any other provision of this Agreement, failure of the City to comply with the
Continuing Disclosure Agreement shall not be considered a default hereunder; however, any
Participating Underwriter or any holder or beneficial owner of the Bonds may take such actions
as may be necessary and appropriate to compel performance by the City of its obligations
thereunder, including seeking mandate or specific performance by court order.
Section 5.16. No Additional Bonds. The City covenants not to issue additional Bonds
payable from Special Taxes and by the Special Tax Revenues equally and ratably with Bonds
previously issued, except that the City may issue bonds to refund all or part of the Bonds.
Section 5.17. Yield of the Bonds. In determining the yield of the Bonds to comply with
Section 5.11 and 6.02 hereof, the City will take into account redemption (including premium, if
any) in advance of maturity based on the reasonable expectations of the City, as of the Closing,
without regard to whether or not redemption moneys are received or Bonds are redeemed.
Section 5.18. Bond and Reserve Insurance. So long as the Insurance Policy and
Reserve Policy remain in effect, the City, the District and the Fiscal Agent shall comply with all
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of the terms and provisions set forth in Exhibit B relating to the Insurance Policy and Exhibit C
relating to the Reserve Policy. Such provisions are hereby incorporated into this Agreement by
this reference and shall control and supersede any conflicting or inconsistent provisions in this
Agreement.
ARTICLE VI
INVESTMENTS; DISPOSITION OF INVESTMENT PROCEEDS;
LIABILITY OF THE CITY
Section 6.01. Deposit and Investment of Moneys in Funds. Subject in all respects to the
provisions of Section 6.02, moneys in any fund or account created or established by this
Agreement and held by the Fiscal Agent, shall be invested by the Fiscal Agent in Permitted
Investments, as directed pursuant to an Officer’s Certificate filed with the Fiscal Agent at least
two (2) Business Days in advance of the making of such investments, such Officer’s Certificate
to specify the particular investment in Permitted Investments to be made. In the absence of any
such Officer’s Certificate, the Fiscal Agent shall invest any such moneys in Permitted Investments
described in clause (vii) of the definition thereof which by their terms mature prior to the date on
which such moneys are required to be paid out hereunder; provided, however, that any such
investment shall be made by the Fiscal Agent only if, prior to the date on which such investment
is to be made, the Fiscal Agent shall have received an Officer’s Certificate specifying a specific
money market fund and, if no such an Officer’s Certificate is so received, the Fiscal Agent shall
hold such moneys uninvested as cash. Subject in all respects to the provisions of Section 6.02,
moneys in any fund or account created or established by this Agreement and held by the Finance
Director shall be invested by the Finance Director in any lawful investments that the City may
make, which by their terms mature prior to the date on which such moneys are required to be
paid out hereunder. Obligations purchased as an investment of moneys in any fund shall be
deemed to be part of such fund or account, subject, however, to the requirements of this
Agreement for transfer of interest earnings and profits resulting from investment of amounts in
funds and accounts.
The Fiscal Agent and Finance Director may act as principal or agent in the acquisition or
disposition of any investment. Neither the Fiscal Agent nor the Finance Director shall incur any
liability for any losses, taxes, fees or other charges incurred or arising from any investments,
reinvestments or liquidations made pursuant to this Section. Any losses arising from any
investments made pursuant to this Section shall be offset against interest earnings and profits
retained in the same fund. In the event of a loss on the sale of such investments (after giving
effect to any interest or other income thereon except to the extent theretofore paid to the District),
the Fiscal Agent shall have no responsibility in respect of such loss except that the Fiscal Agent
shall notify the City of the amount of such loss.
Except as otherwise provided in the next sentence, all investments of amounts deposited
in any fund or account created by or pursuant to this Agreement, or otherwise containing gross
proceeds of the Bonds (within the meaning of Section 148 of the Code), shall be acquired,
disposed of, and valued (as of the date that valuation is required by this Agreement or the Code)
at Fair Market Value. For purposes of any Fair Market Value determination hereunder, the Fiscal
Agent shall be entitled to conclusively rely on an Officer’s Certificate of the City and shall be fully
protected in relying thereon. Investments in funds or accounts (or portions thereof) that are
subject to a yield restriction under applicable provisions of the Code and (unless valuation is
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undertaken at least annually) investments in the Reserve Fund shall be valued by the City at their
present value (within the meaning of Section 148 of the Code).
Investments in any and all funds and accounts may be commingled in a separate fund or
funds for purposes of making, holding and disposing of investments, notwithstanding provisions
herein for transfer to or holding in or to the credit of particular funds or accounts of amounts
received or held by the Fiscal Agent or the Finance Director hereunder, provided that the Fiscal
Agent or the Finance Director, as applicable, shall at all times account for such investments strictly
in accordance with the funds and accounts to which they are credited and otherwise as provided
in this Agreement.
The Fiscal Agent or the Finance Director, as applicable, shall sell or present for
redemption, any investment security whenever it shall be necessary to provide moneys to meet
any required payment, transfer, withdrawal or disbursement from the fund or account to which
such investment security is credited and neither the Fiscal Agent nor the Finance Director shall
be liable or responsible for any loss resulting from the acquisition or disposition of such investment
security in accordance herewith.
The City acknowledges that to the extent regulations of the Comptroller of the Currency
or other applicable regulatory entity grant the City the right to receive brokerage confirmations of
security transactions as they occur, the City specifically waives receipt of such confirmations to
the extent permitted by law. The Fiscal Agent will furnish the City periodic cash transaction
statements which include detail for all investment transactions made by the Fiscal Agent
hereunder.
Section 6.02. Rebate of Excess Investment Earnings to the United States. The City
covenants to calculate and rebate to the federal government, in accordance with the
Regulations, excess investment earnings to the extent required by Section 148(f) of the Code.
The City shall notify the Fiscal Agent of any amounts determined to be due to the federal
government, and the Fiscal Agent shall, upon receipt of an Officer’s Certificate of the City,
withdraw such amounts from the Reserve Fund pursuant to Section 4.03(D), and pay such
amounts to the federal government as required by the Code and the Regulations. In the event
of any shortfall in amounts available to make such payments under Section 4.03(D), the Fiscal
Agent shall notify the Finance Director in writing of the amount of the shortfall and the Finance
Director shall make such payment from any amounts available in the Special Tax Fund. Any
fees or expenses incurred by the Fiscal Agent or the City under or pursuant to this Section 6.02
shall be Administrative Expenses. The Fiscal Agent may rely conclusively upon and shall be fully
protected from liability in relying upon the City’s or any other person’s determinations,
calculations and certifications required by this Section. The Fiscal Agent shall have no
responsibility to independently make any calculation or determination or to review the City’s
calculations hereunder or for the adequacy or correctness of any rebate report. The Fiscal Agent
shall be deemed conclusively to have complied with the provisions of this Agreement and any
other agreement relating to the Bonds regarding calculation and payment of rebate if it follows
the directions of the City or any other person, and it shall have no independent duty to review or
enforce such entity’s compliance with such rebate requirements. Except to the extent expressly
herein provided, the Fiscal Agent shall in no instance be responsible or liable for the tax
treatment of the Bonds, the City’s or any other person’s compliance with the Code, or any other
tax consequences in connection with the Bonds.
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In order to provide for the administration of this Section 6.02, the City may provide for
the employment of independent attorneys, accountants and consultants compensated on such
reasonable basis as the City may deem appropriate.
Section 6.03. Limited Obligation. The City’s obligations hereunder are limited obligations
of the City on behalf of the District and are payable solely from and secured solely by the Special
Tax Revenues and the amounts in the Special Tax Fund, the Bond Fund and the Reserve Fund
created hereunder.
ARTICLE VII
THE FISCAL AGENT
Section 7.01. Appointment of Fiscal Agent. The Bank of New York Mellon Trust
Company, N.A., is hereby appointed Fiscal Agent for the Bonds. The Fiscal Agent undertakes to
perform such duties, and only such duties, as are specifically set forth in this Agreement, and no
implied covenants or obligations shall be read into this Agreement against the Fiscal Agent.
Any company into which the Fiscal Agent may be merged or converted or with which it
may be consolidated or any company resulting from any merger, conversion or consolidation to
which it shall be a party or any company to which the Fiscal Agent may sell or transfer all or
substantially all of its corporate trust business, provided such company shall be eligible under the
following paragraph of this Section, shall be the successor to such Fiscal Agent without the
execution or filing of any paper or any further act, anything herein to the contrary notwithstanding.
Provided that the City is not in default under this Agreement, the City may remove the
Fiscal Agent initially appointed, and any successor thereto, upon 30 days prior written notice, and
may appoint a successor or successors thereto, but any such successor shall be a bank, national
banking association or trust company having a combined capital (exclusive of borrowed capital)
and surplus of at least Fifty Million Dollars ($50,000,000) including, for such purpose, the
combined capital and surplus of any parent holding company, and subject to supervision or
examination by federal or state authority. If such bank, national banking association or trust
company publishes a report of condition at least annually, pursuant to law or to the requirements
of any supervising or examining authority, then for the purposes of this Section 7.01, combined
capital and surplus of such bank, national banking association or trust company shall be deemed
to be its combined capital and surplus as set forth in its most recent report of condition so
published. The Fiscal Agent shall be entitled to be paid in full for any fees and expenses owing
to it prior to signing any agreements transferring the transaction to a successor fiscal agent.
The Fiscal Agent may on any date resign by giving 30 days prior written notice to the City
and the Owners by mail of such resignation. Upon receiving notice of such resignation, the City
shall promptly appoint a successor Fiscal Agent by an instrument in writing. If no successor has
been appointed, the Fiscal Agent may petition a court to appoint a successor at the expense of
the City Any resignation or removal of the Fiscal Agent shall become effective upon acceptance
of appointment by the successor Fiscal Agent.
If no appointment of a successor Fiscal Agent shall be made pursuant to the foregoing
provisions of this Section within thirty (30) days after the Fiscal Agent shall have given to the City
written notice or after a vacancy in the office of the Fiscal Agent shall have occurred by reason of
its inability to act, the Fiscal Agent (at the expense of the District) or any Bondowner may apply
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to any court of competent jurisdiction to appoint a successor Fiscal Agent. Said court may
thereupon, after such notice, if any, as such court may deem proper, appoint a successor Fiscal
Agent.
Section 7.02. Liability of Fiscal Agent. The recitals of facts, covenants and agreements
herein and in the Bonds contained shall be taken as statements, covenants and agreements of
the City, and the Fiscal Agent assumes no responsibility for the accuracy of the same, or makes
any representations as to the validity or sufficiency of this Agreement or of the Bonds, or shall
incur any responsibility in respect thereof, other than in connection with the duties or obligations
herein or in the Bonds assigned to or imposed upon it. The Fiscal Agent shall not be liable in
connection with the performance of its duties hereunder, except for its own negligence or willful
misconduct. The Fiscal Agent assumes no responsibility or liability for any information, statement
or recital in any offering memorandum or other disclosure material prepared or distributed with
respect to the issuance of the Bonds. The Fiscal Agent has no liability regarding the use or
application of the proceeds from the purchase of the Bonds deposited in funds held by the City.
In the absence of bad faith, the Fiscal Agent may conclusively rely, as to the truth of the
statements and the accuracy of the opinions expressed therein, upon certificates or opinions
furnished to the Fiscal Agent and conforming to the requirements of this Agreement, including all
Officer’s Certificates of the City meeting such requirements; but in the case of any such certificates
or opinions by which any provision hereof are specifically required to be furnished to the Fiscal
Agent, the Fiscal Agent shall be under a duty to examine the same to determine whether or not
they conform to the requirements of this Agreement (but need not confirm or investigate the
accuracy of mathematical calculations or other facts stated therein). Except as provided above
in this paragraph, the Fiscal Agent shall be protected and shall incur no liability in acting or
proceeding, or in not acting or not proceeding, in good faith, reasonably and in accordance with
the terms of this Agreement, upon any resolution, order, notice, request, consent or waiver,
certificate, statement, affidavit, or other paper or document which it shall in good faith reasonably
believe to be genuine and to have been adopted or signed by the proper person or to have been
prepared and furnished pursuant to any provision of this Agreement, and the Fiscal Agent shall
not be under any duty to make any investigation or inquiry as to any statements contained or
matters referred to in any such instrument.
The Fiscal Agent shall not be liable for any error of judgment made in good faith by a
responsible officer unless it shall be proved that the Fiscal Agent was negligent in ascertaining
the pertinent facts. Anything in this Agreement to the contrary notwithstanding, in no event shall
the Fiscal Agent be liable for special, indirect, punitive or consequential loss or damage of any
kind whatsoever (including but not limited to lost profits), even if the Fiscal Agent has been advised
of the likelihood of such loss or damage and regardless of the form of action.
No provision of this Agreement shall require the Fiscal Agent to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing
that repayment of such funds or adequate indemnity against such risk or liability is not reasonably
assured to it.
The Fiscal Agent shall be under no obligation to exercise any of the rights or powers
vested in it by this Agreement at the request or direction of any of the Owners pursuant to this
Agreement unless such Owners shall have offered to the Fiscal Agent security or indemnity
satisfactory to it against the costs, fees, expenses and liabilities which might be incurred by it in
compliance with such request or direction.
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The Fiscal Agent shall not be considered in breach of or in default in its obligations
hereunder or progress in respect thereto in the event of enforced delay (”unavoidable delay”) in
the performance of such obligations due to causes beyond its direct or indirect control, including,
but not limited to, acts of God or of the public enemy or terrorists, acts of a government, acts of
the other party, fires, floods, epidemics, quarantine restrictions, strikes, work stoppages,
accidents, acts of war, civil or military disturbances, pandemics, epidemics, recognized public
emergencies, quarantine restrictions, nuclear or natural catastrophes, freight embargoes,
earthquakes, explosion, mob violence, riot, inability to procure or general sabotage or rationing
of labor, equipment, facilities, sources of energy, material or supplies in the open market,
litigation or arbitration involving a party or others relating to zoning or other governmental action
or inaction pertaining to the project, malicious mischief, condemnation, unusually severe
weather or delays of suppliers or subcontractors due to such causes, interruptions, loss or
malfunctions of utilities, communications or computer (software and hardware) services, and
hacking, cyber-attacks, or other use or infiltration of the Fiscal Agent’s technological
infrastructure exceeding authorized access, or any similar event and/or occurrences beyond
the control of the Fiscal Agent.
The Fiscal Agent may become the owner of the Bonds and otherwise deal with the City
and the District with the same rights it would have if it were not the Fiscal Agent.
The Fiscal Agent agrees to accept and act upon instructions or directions pursuant to
this Agreement sent by unsecured e-mail, facsimile transmission or other similar unsecured
electronic methods, provided, however, that, the Fiscal Agent shall have received an
incumbency certificate listing persons designated to give such instructions or directions and
containing specimen signatures of such designated persons, which such incumbency certificate
shall be amended and replaced whenever a person is to be added or deleted from the listing. If
the party sending such electronic instructions or directions elects to give the Fiscal Agent email
instructions (or instructions by a similar electronic method) and the Fiscal Agent in its discretion
elects to act upon such instructions, the Fiscal Agent’s understanding of such instructions shall
be deemed controlling. The Fiscal Agent shall not be liable for any losses, costs or expenses
arising directly or indirectly from the Fiscal Agent’s reliance upon and compliance with such
instructions notwithstanding such instructions conflict or are inconsistent with a subsequent
written instruction. The party sending such electronic instructions or directions agrees (i) to
assume all risks arising out of the use of such electronic methods to submit instructions and
directions to the Fiscal Agent, including without limitation the risk of the Fiscal Agent acting on
unauthorized instructions, and the risk of interception and misuse by third parties, (ii) that it is
fully informed of the protections and risks associated with the various methods of transmitting
instructions to the Fiscal Agent and that there may be more secure methods of transmitting
instructions than the method(s) selected by the such party; and (iii) that the security procedures
(if any) to be followed in connection with its transmission of instructions provide to it a
commercially reasonable degree of protection in light of its particular needs and circumstances.
The Fiscal Agent shall not be concerned with or accountable to anyone for the subsequent
use or application of any moneys which shall be released or withdrawn in accordance with the
provisions hereof.
The permissive right of the Fiscal Agent to do things enumerated in this Agreement shall
not be construed as a duty and it shall not be answerable for other than its gross negligence or
willful misconduct. The Fiscal Agent may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents, attorneys, custodians or
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nominees appointed with due care, and shall not be responsible for any willful misconduct or
negligence on the part of any agent, attorney, custodian or nominee so appointed. In acting or
omitting to act pursuant to the Escrow Agreement, or any other documents executed in connection
herewith, the Fiscal Agent shall be entitled to all of the rights, immunities and indemnities
accorded to it under this Agreement, including, but not limited to, this Article VII.
The Trustee shall have the right to employ separate counsel in any such action and
participate in the investigation and defense thereof, but the fees and expenses of such counsel
shall be paid by the Fiscal Agent unless (i) the employment of such counsel has been authorized
by the City or, (ii) the City shall have failed promptly after receiving notice of such action from the
Fiscal Agent to assume the defense of such action and employ counsel reasonably satisfactory
to the Fiscal Agent or (iii) the named parties to any such action (including any impleaded parties)
include the Fiscal Agent and the City, and the Fiscal Agent shall have been advised by counsel
that there may be one or more legal defenses available to such party which conflict with those
available to the City or (iv) the Fiscal Agent shall have been advised by counsel that there is a
conflict on any issue between the Fiscal Agent and the City.
Section 7.03. Information. The Fiscal Agent shall provide to the City such information
relating to the Bonds and the funds and accounts maintained by the Fiscal Agent hereunder as
the City shall reasonably request, including but not limited to quarterly statements reporting funds
held and transactions by the Fiscal Agent.
Section 7.04. Notice to Fiscal Agent. The Fiscal Agent may conclusively rely and shall
be protected in acting or refraining from acting upon any Officer’s Certificate, notice, resolution,
request, consent, order, certificate, report, email, warrant, Bond, direction, instrument, evidence
of indebtedness or other paper or document believed by it to be genuine and to have been signed
or presented by the proper party or proper parties and given in accordance with the requirements
hereof. The Fiscal Agent may execute any of the powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys and the Fiscal Agent shall not be
responsible for any acts, omissions, misconduct or negligence on the part of any agent or attorney
appointed with due care by it hereunder. The Fiscal Agent may consult with counsel of its
selection, who may be counsel to the City, with regard to legal questions, and the opinion of such
counsel shall be full and complete authorization and protection in respect of any action taken,
omitted or suffered by it hereunder and in accordance therewith.
The Fiscal Agent shall not be bound to recognize any person as the Owner of a Bond
unless and until such Bond is submitted for inspection, if required, and his title thereto
satisfactorily established, if disputed.
Whenever in the administration of its duties under this Agreement the Fiscal Agent shall
deem it necessary or desirable that a matter be proved or established prior to taking or suffering
any action hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of willful misconduct on the part of the Fiscal Agent,
be deemed to be conclusively proved and established by an Officer’s Certificate of the City, and
such certificate shall be full warrant to the Fiscal Agent for any action taken or suffered under
the provisions of this Agreement or any Supplemental Agreement upon the faith thereof, but in
its discretion the Fiscal Agent may, in lieu thereof, accept other evidence of such matter or may
require such additional evidence as to it may seem reasonable.
Before taking any action hereunder at the request or direction of the beneficial owners
or Owners, the Fiscal Agent may require that security or indemnity satisfactory to it be furnished
to it for the reimbursement of its fees, costs, liabilities and all expenses (including attorneys’ fees
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and expenses) which it may incur and to protect it against all liability. The Fiscal Agent shall be
entitled to request and receive written instructions from the City and shall have no responsibility
or liability for any losses or damages of any nature that may arise from any action taken or not
taken by the Fiscal Agent so long as it acts in accordance with such written direction.
The Fiscal Agent shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper
or document, but the Fiscal Agent, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Fiscal Agent shall determine
to make such further inquiry or investigation, it shall be entitled to examine the books, records
and premises of the District, personally or by agent or attorney at the sole cost of the District
and shall incur no liability or additional liability of any kind by reason of such inquiry or
investigation.
The Fiscal Agent shall not be deemed to have notice of any default or event of default
unless a responsible officer of the Fiscal Agent has actual knowledge thereof or unless written
notice of any event which is in fact such a default is received by the Fiscal Agent at the Principal
Office of the Fiscal Agent, and such notice references the Bonds and this Agreement. It shall
not be the duty of the Fiscal Agent to see that any duties or obligations imposed herein upon
the City or other persons are performed, and the Fiscal Agent shall not be liable or responsible
for the failure of the City or such other persons to perform any act required of them by this
Agreement. When the Fiscal Agent incurs expenses or renders services after the occurrence
of an event of default, such expenses and the compensation for such services are intended to
constitute expenses of administration under any federal or state bankruptcy, insolvency,
arrangement, moratorium, reorganization or other debtor relief law. Upon an event of default,
and only upon an event of default, the Fiscal Agent shall have a first lien with right of payment
prior to payment on account of principal of and premium, if any, and interest on any Bond, upon
the funds and accounts hereunder for the foregoing fees, charges and expenses incurred by it.
Nothing herein shall be deemed to authorize the Fiscal Agent to authorize or consent to or
accept or adopt on behalf of any Owner any plan of reorganization, arrangement, adjustment,
or composition affecting the Bonds or the rights of any Owner thereof, or to authorize the Fiscal
Agent to vote in respect of the claim of any Owner in any such proceeding without the approval
of the Owners so affected. Money held by the Fiscal Agent in trust hereunder need not be
segregated from other funds except to the extent required by law. The Fiscal Agent shall be
under no liability for interest on any money received by it hereunder except as otherwise agreed
in writing with the District.
The Fiscal Agent shall not be liable with respect to any action taken or omitted to be
taken by in accordance with the direction of the Owners of a majority in principal amount of the
Outstanding Bonds of any Series relating to (i) the time, method and place of conducting any
proceeding for any remedy available to the Fiscal Agent, or (ii) exercising any trust or power
conferred upon the Fiscal Agent, under this Agreement with respect to the Bonds of such Series.
Section 7.05. Compensation, Indemnification. The City shall pay, but only from Special
Tax Revenues, to the Fiscal Agent from time to time compensation agreed to in writing for all
services rendered as Fiscal Agent under this Agreement, and also all fees, expenses, charges,
counsel fees or expenses, advances, and other disbursements, including those of their
attorneys, agents and employees, incurred in and about the performance of their powers and
duties under this Agreement, but the Fiscal Agent shall not have a lien therefor on any funds at
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any time held by it under this Agreement. The City further agrees, to the extent permitted by
applicable law, to indemnify and save the Fiscal Agent, its officers, employees, directors and
agents harmless against any costs, claims, expenses, losses, damages, taxes or liabilities,
including, without limitation, fees and expenses of its attorneys, arising out of or which it may
incur in connection with the acceptance of administration of the trust or trusts hereunder,
including the costs and expenses of defending itself against any claim (whether asserted by the
City, the District, or any Owner or any other person) or liability in connection with the exercise
and performance of its powers and duties hereunder, in both cases which are not due to its
negligence or willful misconduct, provided that any monetary obligation to indemnify shall only
be from Special Tax Revenues and not from the general fund of the City. The obligation of the
City under this Section shall survive resignation or removal of the Fiscal Agent under this
Agreement and payment of the Bonds and discharge of this Agreement.
ARTICLE VIII
MODIFICATION OR AMENDMENT OF THIS AGREEMENT
Section 8.01. Amendments Permitted. This Agreement and the rights and obligations
of the City and of the Owners of the Bonds may be modified or amended at any time by a
Supplemental Agreement pursuant to the affirmative vote at a meeting of Owners, or with the
written consent without a meeting, of the Owners of at least sixty percent (60%) in aggregate
principal amount of the Bonds then Outstanding, exclusive of Bonds disqualified as provided in
Section 8.04. No such modification or amendment shall (i) extend the maturity of any Bond or
change the interest rate thereon, or otherwise alter or impair the obligation of the City to pay the
principal of, premium if any, and the interest and on, any Bond, without the express consent of
the Owner of such Bond, or (ii) permit the creation by the City of any pledge or lien upon the
Special Taxes superior to or on a parity with the pledge and lien created for the benefit of the
Bonds (except as otherwise permitted by the Act, the laws of the State of California or this
Agreement), or reduce the percentage of Bonds required for the amendment hereof. No such
amendment may modify any of the rights or obligations of the Fiscal Agent without its written
consent.
This Agreement and the rights and obligations of the City and of the Owners may also
be modified or amended on any date by a Supplemental Agreement, without the consent of any
Owners, only to the extent permitted by law and only for any one or more of the following
purposes:
(A) to add to the covenants and agreements of the City in this Agreement
contained, other covenants and agreements thereafter to be observed, or to limit or
surrender any right or power herein reserved to or conferred upon the City;
(B) to make modifications not adversely affecting any outstanding series of
Bonds of the City in any material respect upon receipt of an Officer’s Certificate certifying
as such;
(C) to make such provisions for the purpose of curing any ambiguity, or of
curing, correcting or supplementing any defective provision contained in this Agreement,
or in regard to questions arising under this Agreement, as the City may deem necessary
or desirable, and which shall not adversely affect the rights of the Owners of the Bonds;
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(D) to make such additions, deletions or modifications as may be necessary
or desirable to assure compliance with Section 148 of the Code relating to required
rebate of excess investment earnings to the United States or otherwise as may be
necessary to assure exclusion from gross income for federal income tax purposes of
interest on the Bonds or to conform with the Regulations.
No such amendment may modify any of the rights or obligations of the Fiscal Agent
without its written consent.
Section 8.02. Owners’ Meetings. The City may at any time call a meeting of the Owners.
In such event the City is authorized to fix the time and place of said meeting and to provide for
the giving of notice thereof and to fix and adopt rules and regulations for the conduct of said
meeting.
Section 8.03. Procedure for Amendment with Written Consent of Owners. The City and
the Fiscal Agent may at any time enter into a Supplemental Agreement amending the provisions
of the Bonds or of this Agreement or any Supplemental Agreement, to the extent that such
amendment is permitted by Section 8.01, to take effect when and as provided in this Section. A
copy of such Supplemental Agreement, together with a request to Owners for their consent
thereto, if such consent is required under Section 8.01, shall be sent by first class mail or in the
manner required by DTC, by the Fiscal Agent to each Owner of Bonds Outstanding, but failure
to send copies of such Supplemental Agreement and request shall not affect the validity of the
Supplemental Agreement when assented to as in this Section provided.
If consent of the Owners is required under Section 8.01, such Supplemental Agreement
shall not become effective unless there shall be filed with the Fiscal Agent the written consents
of the Owners of at least sixty percent (60%) in aggregate principal amount of the Bonds then
Outstanding (exclusive of Bonds disqualified as provided in Section 8.04) and a notice shall have
been mailed as hereinafter in this Section provided. Each such consent shall be effective only
if accompanied by proof of ownership of the Bonds for which such consent is given, which proof
shall be such as is permitted by Section 9.04. Any such consent shall be binding upon the
Owner of the Bonds giving such consent and on any subsequent Owner (whether or not such
subsequent Owner has notice thereof) unless such consent is revoked in writing by the Owner
giving such consent or a subsequent Owner by filing such revocation with the Fiscal Agent prior
to the date when the notice hereinafter in this Section provided for has been mailed.
After the Owners of the required percentage of Bonds shall have filed their consents to
the Supplemental Agreement, the City shall send a notice to the Owners in the manner
hereinbefore provided in this Section for the mailing of the Supplemental Agreement, stating in
substance that the Supplemental Agreement has been consented to by the Owners of the
required percentage of Bonds and will be effective as provided in this Section (but failure to mail
copies of said notice shall not affect the validity of the Supplemental Agreement or consents
thereto). Proof of the mailing of such notice shall be filed with the Fiscal Agent. A record,
consisting of the papers required by this Section 8.03 to be filed with the Fiscal Agent, shall be
proof of the matters therein stated until the contrary is proved. The Supplemental Agreement
shall become effective upon the filing with the Fiscal Agent of the proof of mailing of such notice,
and the Supplemental Agreement shall be deemed conclusively binding (except as otherwise
herein above specifically provided in this Article) upon the City and the Owners of all Bonds at
the expiration of sixty (60) days after such filing, except in the event of a final decree of a court
of competent jurisdiction setting aside such consent in a legal action or equitable proceeding for
such purpose commenced within such sixty-day period.
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Section 8.04. Disqualified Bonds. Bonds owned or held for the account of the City,
excepting any pension or retirement fund, shall not be deemed Outstanding for the purpose of
any vote, consent or other action or any calculation of Outstanding Bonds provided for in this
Article VIII, and shall not be entitled to vote upon, consent to, or take any other action provided
for in this Article VIII, except that in determining whether the Fiscal Agent shall be protected in
making such a determination or relying upon any such action, consent or vote, only Bonds which
an officer of the Fiscal Agent actually knows to be so owned shall be so disregarded. Upon
request, the City shall provide an Officer’s Certificate to the Fiscal Agent listing those Bonds
which are disqualified pursuant to this Section 8.04.
Section 8.05. Effect of Supplemental Agreement. From and after the time any
Supplemental Agreement becomes effective pursuant to this Article VIII, this Agreement shall
be deemed to be modified and amended in accordance therewith, the respective rights, duties
and obligations under this Agreement of the City and all Owners of Bonds Outstanding shall
thereafter be determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such Supplemental
Agreement shall be deemed to be part of the terms and conditions of this Agreement for any
and all purposes.
Section 8.06. Endorsement or Replacement of Bonds Issued After Amendments. The
City may determine that Bonds issued and delivered after the effective date of any action taken
as provided in this Article VIII shall bear a notation, by endorsement or otherwise, in form
approved by the City, as to such action. In that case, upon demand of the Owner of any Bond
Outstanding at such effective date and presentation of his Bond for that purpose at the Principal
Office of the Fiscal Agent or at such other office as the City may select and designate for that
purpose, a suitable notation shall be made on such Bond. The City may determine that new
Bonds, so modified as in the opinion of the City is necessary to conform to such Owners’ action,
shall be prepared, executed and delivered. In that case, upon demand of the Owner of any
Bonds then Outstanding, such new Bonds shall be exchanged at the Principal Office of the Fiscal
Agent without cost to any Owner, for Bonds then Outstanding, upon surrender of such Bonds.
Section 8.07. Amendatory Endorsement of Bonds. The provisions of this Article VIII
shall not prevent any Owner from accepting any amendment as to the particular Bonds held by
such Owner, provided that due notation thereof is made on such Bonds.
Section 8.08. Opinion of Counsel Regarding Supplemental Agreement. The Fiscal
Agent shall be furnished, upon request, an opinion of counsel that any Supplemental Agreement
entered into by the City and the Fiscal Agent is authorized or permitted by this Agreement,
complies with the provisions of this Article VIII, and is the legal, valid and binding obligation of
the City, enforceable against the City in accordance with its terms, and the Fiscal Agent may
conclusively rely upon such opinion.
ARTICLE IX
MISCELLANEOUS
Section 9.01. Benefits of Agreement Limited to Parties. Nothing in this Agreement
expressed or implied, is intended to give to any person other than the City, the Fiscal Agent and
the Owners, any right, remedy, claim under or by reason of this Agreement. Any covenants,
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stipulations, promises or agreements in this Agreement contained by and on behalf of the City
shall be for the sole and exclusive benefit of the Owners and the Fiscal Agent. Each party hereto
hereby agrees not to elect a trial by jury of any issue triable of right by jury, and waives any right
to trial by jury fully to the extent that any such right shall now or hereafter exist with regard to
this Agreement, or any claim, counterclaim or other action arising in connection herewith. This
waiver of right to trial by jury is given knowingly and voluntarily by each party, and is intended to
encompass individually each instance and each issue as to which the right to a trial by jury would
otherwise accrue.
Section 9.02. Successor is Deemed Included in All References to Predecessor.
Whenever in this Agreement or any Supplemental Agreement either the City or the Fiscal Agent
is named or referred to, such reference shall be deemed to include the successors or assigns
thereof, and all the covenants and agreements in this Agreement contained by or on behalf of
the City or the Fiscal Agent shall bind and inure to the benefit of the respective successors and
assigns thereof whether so expressed or not.
Section 9.03. Discharge of Agreement. If the City shall pay and discharge the entire
indebtedness on all or any portion of the Bonds Outstanding in any one or more of the following
ways:
(A) by well and truly paying or causing to be paid the principal of, and interest
and any premium on, such Bonds Outstanding, as and when the same become due and
payable;
(B) by depositing with the Fiscal Agent, in trust, at or before maturity, money
which, together with (in the event that all of the Bonds are to be defeased) the amounts
then on deposit in the funds and accounts provided for in Sections 4.02 and 4.03, is fully
sufficient to pay such Bonds Outstanding, including all principal, interest and redemption
premiums; or
(C) by irrevocably depositing with the Fiscal Agent, in trust, cash and Federal
Securities in such amount as the City shall determine as confirmed by an independent
certified public accountant will, together with the interest to accrue thereon and (in the
event that all of the Bonds are to be defeased) moneys then on deposit in the fund and
accounts provided for in Sections 4.02 and 4.03, be fully sufficient to pay and discharge
the indebtedness on such Bonds (including all principal, interest and redemption
premiums) at or before their respective maturity dates;
and if such Bonds are to be redeemed prior to the maturity thereof notice of such redemption shall
have been given as in this Agreement provided or provision satisfactory to the Fiscal Agent shall
have been made for the giving of such notice, then, at the election of the City, and notwithstanding
that any Bonds shall not have been surrendered for payment, the pledge of the Special Taxes
and other funds provided for in this Agreement and all other obligations of the City under this
Agreement with respect to such Bonds Outstanding shall cease and terminate, except only the
obligations of the City under Section 5.13 and to pay or cause to be paid to the Owners of the
Bonds not so surrendered and paid all sums due thereon and all amounts owing to the Fiscal
Agent pursuant to Section 7.05; and thereafter Special Taxes shall not be payable to the Fiscal
Agent. Notice of such election shall be filed with the Fiscal Agent.
Any funds thereafter held by the Fiscal Agent upon payments of all fees and expenses
of the Fiscal Agent, which are not required for said purpose, shall be paid over to the City.
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Section 9.04. Execution of Documents and Proof of Ownership by Owners. Any request,
declaration or other instrument which this Agreement may require or permit to be executed by
Owners may be in one or more instruments of similar tenor, and shall be executed by Owners in
person or by their attorneys appointed in writing.
The parties agree that the electronic signature of a party to this Agreement, including all
acknowledgements, authorizations, directions, waivers and consents thereto (or any amendment
or supplement thereto) shall be as valid as an original signature of such party and shall be
effective to bind such party to this Agreement. The parties agree that any electronically signed
document (including this Agreement) shall be deemed (i) to be “written” or “in writing,” (ii) to have
been signed, and (iii) to constitute a record established and maintained in the ordinary course of
business and an original written record when printed from electronic files. For purposes hereof,
“electronic signature” means a manually signed original signature that is then transmitted by
electronic means; “transmitted by electronic means” means sent via the Internet as a pdf (portable
document format) or other replicating image attached to an email message; and, “electronically
signed document” means a document transmitted by electronic means and containing, or to which
there is affixed, an electronic signature. Paper copies or “printouts”, if introduced as evidence in
any judicial, arbitral, mediation or administrative proceeding, will be admissible as between the
parties to the same extent and under the same conditions as other original business records
created and maintained in documentary form. Neither party shall contest the admissibility of true
and accurate copies of electronically signed documents on the basis of the best evidence rule or
as not satisfying the business records exception to the hearsay rule.
Except as otherwise herein expressly provided, the fact and date of the execution by any
Owner or his attorney of such request, consent, declaration or other instrument, or of such writing
appointing such attorney, may be proved by the certificate of any notary public or other officer
authorized to take acknowledgments of deeds to be recorded in the state in which he purports to
act, that the person signing such request, declaration or other instrument or writing acknowledged
to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before
such notary public or other officer.
Except as otherwise herein expressly provided, the ownership of registered Bonds and
the amount, maturity, number and date of holding the same shall be proved by the bond register.
Any request, consent, declaration or other instrument or writing of the Owner of any Bond
shall bind all future Owners of such Bond in respect of anything done, omitted or suffered to be
done by the City or the Fiscal Agent in good faith and in accordance therewith.
Section 9.05. Waiver of Personal Liability. No member, officer, agent or employee of the
City shall be individually or personally liable for the payment of the principal of, or interest or any
premium on, the Bonds; but nothing herein contained shall relieve any such member, officer,
agent or employee from the performance of any official duty provided by law.
Section 9.06. Notices to and Demands on City and Fiscal Agent. Any notice or demand
which by any provision of this Agreement is required or permitted to be given or served hereunder
may be given or served by first class mail (postage prepaid), email, or overnight delivery service
addressed (until another address is filed by the City with the Fiscal Agent) as follows:
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If to the City: City of Moorpark
Attention: Finance Director
323 Science Drive
Moorpark, California 93021
Email: ________________________
If to the Fiscal Agent: The Bank of New York Mellon Trust Company, N.A.
Attention: Corporate Trust Administration
333 South Hope Street, Suite 2525
Los Angeles, California 90017
Email: gloria.ramirez@bny.com
If to the Insurer:
[[In each case in which notice or other communication refers to an event of default or a
claim on the Insurance Policy or the Reserve Policy, then a copy of such notice or other
communication shall also be sent to the attention of the General Counsel at the same address
and at _____________ or by fax at: ______________
Section 9.07. Partial Invalidity. If any Section, paragraph, sentence, clause or phrase of
this Agreement shall for any reason be held illegal or unenforceable, such holding shall not affect
the validity of the remaining portions of this Agreement. The City hereby declares that it would
have adopted this Agreement and each and every other Section, paragraph, sentence, clause or
phrase hereof and authorized the issue of the Bonds pursuant thereto irrespective of the fact that
any one or more Sections, paragraphs, sentences, clauses, or phrases of this Agreement may be
held illegal, invalid or unenforceable.
Section 9.08. Unclaimed Moneys. Anything contained herein to the contrary
notwithstanding, any moneys held by the Fiscal Agent in trust for the payment and discharge of
the principal of, premium if any, and the interest on, the Bonds which remains unclaimed for two
(2) years after the date when the payments of such principal, premium, and interest have
become payable, if such moneys were held by the Fiscal Agent at such date, shall be repaid by
the Fiscal Agent to the City as its absolute property free from any trust, and the Fiscal Agent
shall thereupon be released and discharged with respect thereto and the Bond Owners shall
look only to the City for the payment of the principal of, premium if any, and interest on, such
Bonds.
Section 9.09. Applicable Law. This Agreement shall be governed by and enforced in
accordance with the laws of the State of California applicable to contracts made and performed
in the State of California.
Section 9.10. Conflict with Act. In the event of a conflict between any provision of this
Agreement with any provision of the Act as in effect on the Closing Date, the provision of the Act
shall prevail over the conflicting provision of this Agreement.
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Section 9.11. Conclusive Evidence of Regularity. Bonds issued pursuant to this
Agreement shall constitute conclusive evidence of the regularity of all proceedings under the Act
relative to their issuance and the levy of the Special Taxes.
Section 9.12. Payment on Business Day. In any case where the date of the maturity of
interest or of principal (and premium, if any) of the Bonds or the date fixed for redemption of any
Bonds or the date any action is to be taken pursuant to this Agreement is other than a Business
Day, the payment of interest or principal (and premium, if any) or the action need not be made on
such date but may be made on the next succeeding day which is a Business Day with the same
force and effect as if made on the date required and no interest shall accrue for the period from
and after such date.
Section 9.13. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original. The exchange of copies of this Agreement and of signature
pages by facsimile or PDF transmission shall constitute effective execution and delivery of this
Agreement as to the parties hereto and may be used in lieu of the original Agreement and
signature pages for all purposes.
Section 9.14. U.S.A. Patriot Act. The City acknowledges that in accordance with Section
326 of the U.S.A. Patriot Act, the Fiscal Agent, like all financial institutions and in order to help
fight the funding of terrorism and money laundering, is required to obtain, verify, and record
information that identifies each person or legal entity that establishes a relationship or opens an
account with the Fiscal Agent. The City agrees that it will provide the Fiscal Agent with such
information as it may request in order for the Fiscal Agent to satisfy the requirements of the
U.S.A. Patriot Act.
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[Signature Page to Fiscal Agent Agreement dated as of ________ 1, 2025]
IN WITNESS WHEREOF, the City has caused this Agreement to be executed in its name
and the Fiscal Agent has caused this Agreement to be executed in its name, all as of ________
1, 2025.
CITY OF MOORPARK,
for and on behalf of
COMMUNITY FACILITIES DISTRICT
NO. 2004-1 (MOORPARK HIGHLANDS)
By:
City Manager
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.,
as Fiscal Agent
By:
Authorized Officer
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EXHIBIT A
FORM OF BOND
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
No. __________ $____________
CITY OF MOORPARK
COMMUNITY FACILITIES DISTRICT NO. 2004-1 (Moorpark Highlands)
2025 SPECIAL TAX REFUNDING BONDS
INTEREST RATE: MATURITY DATE: BOND DATE: CUSIP:
% September 1, ____ _________, 2025
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: DOLLARS
The City of Moorpark (the “City”) for and on behalf of the City of Moorpark Community
Facilities District No. 2004-1 (Moorpark Highlands) (the “District”), for value received, hereby
promises to pay solely from the Special Tax (as hereinafter defined) to be collected in the District
or amounts in certain funds and accounts held under the Agreement (as hereinafter defined), to
the Registered Owner named above, or registered assigns (the “Owner”), on the Maturity Date
set forth above, unless redeemed prior thereto as hereinafter provided, the Principal Amount set
forth above, and to pay interest on such principal amount from the Bond Date shown above, or
from the most recent Interest Payment Date (as hereinafter defined) to which interest has been
paid or duly provided for, semiannually on March 1 and September 1, commencing September 1,
2025 (each an “Interest Payment Date”), at the Interest Rate set forth above, until the principal
amount hereof is paid or made available for payment. The principal of this Bond is payable to the
Owner hereof in lawful money of the United States of America upon presentation and surrender
of this Bond at the designated corporate trust office of The Bank of New York Mellon Trust
Company, N.A. in Los Angeles, California, as fiscal agent (the “Fiscal Agent”). Interest on this
Bond shall be paid by check of the Fiscal Agent sent by first class mail on each Interest Payment
Date to the Owner hereof as of the close of business on the 15th day of the month preceding the
month in which the Interest Payment Date occurs (the “Record Date”) at such Owner’s address
as it appears on the registration books maintained by the Fiscal Agent, or by wire transfer made
on such Interest Payment Date if this Bond is held in a book entry system, or upon written
instructions delivered to the Fiscal Agent by the applicable Record Date of any Owner of
$1,000,000 or more in aggregate principal amount of Bonds.
This Bond is one of a duly authorized issue of bonds approved by resolution of the City
Council of the City (the “Resolution”) pursuant to the Mello-Roos Community Facilities Act of
1982, as amended, Sections 53311, et seq., of the California Government Code (the “Mello-Roos
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Act”) for the purpose of providing moneys for the construction and acquisition of improvements
within the District, and is one of the bonds designated “City of Moorpark Community Facilities
District No. 2004-1 (Moorpark Highlands) 2025 Special Tax Refunding Bonds” (the “Bonds”). The
issuance of the Bonds and the terms and conditions thereof are provided for by a Fiscal Agent
Agreement, dated as of ________ 1, 2025, by and between the City and the Fiscal Agent (the
“Agreement”) and this reference incorporates the Agreement herein, and by acceptance hereof
the Owner of this Bond assents to said terms and conditions. The Agreement is authorized under,
this Bond is issued under and both are to be construed in accordance with, the laws of the State
of California.
Pursuant to the Mello-Roos Act, the Agreement and the Resolution, the principal of and
interest on this Bond are payable solely from the annual special tax authorized under the Mello-
Roos Act to be collected within the District (the “Special Tax”) and certain funds held under the
Agreement.
Interest on this Bond shall be payable from the Interest Payment Date next preceding the
date of authentication hereof, unless (i) it is authenticated on an Interest Payment Date, in which
event it shall bear interest from such Interest Payment Date, or (ii) such date of authentication is
after a Record Date but on or prior to an Interest Payment Date, in which event interest will be
payable from such Interest Payment Date, or (iii) such date of authentication is prior to the first
Record Date, in which event interest will be payable from the Bond Date shown above; provided
however, that if at the time of authentication of this Bond, interest is in default hereon, this Bond
shall bear interest from the Interest Payment Date to which interest has previously been paid or
made available for payment hereon.
Any tax for the payment hereof shall be limited to the Special Tax, except to the extent
that provision for payment has been made by the City as may be permitted by law. The Bonds
do not constitute obligations of the City for which the City is obligated to levy or pledge, or has
levied or pledged, general or special taxation other than described herein above.
The Bonds are subject to optional redemption from any source of available funds (other
than Prepayments of the Special Tax by property owners) prior to maturity, in whole, or in part
among series and maturities as will be specified by the City and by lot within a maturity, on any
date on or after September 1, _____, at a redemption price equal to the principal amount of the
Bonds to be redeemed, plus accrued interest thereon to the date of redemption, without premium.
The Bonds are subject to mandatory redemption from prepayments of the Special Tax by
property owners, in whole or in part among maturities as specified by the City and by lot within a
maturity, on any Interest Payment Date at the following respective redemption prices (expressed
as percentages of the principal amount of the Bonds to be redeemed), plus accrued interest
thereon to the date of redemption:
Redemption Dates
Redemption
Price
Interest Payment Dates
March 1, _____
103%
September 1, _____ and March 1, _____ 102
September 1, _____ and March 1, _____ 101
September 1, _____and any Interest Payment Date thereafter 100
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Notice of redemption with respect to the Bonds to be redeemed shall be given to the
Owners thereof, in the manner, to the extent and subject to the provisions of the Agreement.
This Bond shall be registered in the name of the Owner hereof, as to both principal and
interest. Each registration and transfer of registration of this Bond shall be entered by the Fiscal
Agent in books kept by it for this purpose and authenticated by its manual signature upon the
certificate of authentication endorsed hereon.
No transfer or exchange hereof shall be valid for any purpose unless made by the
registered owner, by execution of the form of assignment endorsed hereon, and authenticated as
herein provided, and the principal hereof, interest hereon and any redemption premium shall be
payable only to the registered owner or to such Owner’s order. The Fiscal Agent shall require the
Owner requesting transfer or exchange to pay any tax or other governmental charge required to
be paid with respect to such transfer or exchange. No transfer or exchange hereof shall be
required to be made (i) within 15 days prior to the date established by the Fiscal Agent for
selection of Bonds for redemption or (ii) with respect to a Bond after such Bond has been selected
for redemption.
The Agreement and the rights and obligations of the City thereunder may be modified or
amended as set forth therein. The principal of the Bonds is not subject to acceleration upon a
default under the Agreement or any other document.
This Bond shall not become valid or obligatory for any purpose until the certificate of
authentication hereon endorsed shall have been dated and manually signed by the Fiscal Agent.
STATEMENT OF INSURANCE
It is hereby certified, recited and declared that all acts, conditions and procedures required
by law to exist, happen and be performed precedent to and in the issuance of this Bond have
existed, happened and been performed in due time, form and manner as required by law, and
that the amount of this Bond, together with all other indebtedness of the City, does not exceed
any debt limit prescribed by the laws or Constitution of the State of California.
IN WITNESS WHEREOF, the City of Moorpark has caused this Bond to be executed by
the facsimile signatures of the Mayor and the City Clerk of the City, all as of the Bond Date stated
above.
CITY OF MOORPARK
By:
Mayor
By:
City Clerk
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A-4
FORM OF FISCAL AGENT’S CERTIFICATE OF AUTHENTICATION
This is one of the Bonds described in the Resolution and the Agreement.
Dated: _____________, 2025
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Fiscal Agent
By:
Authorized Signatory
FORM OF ASSIGNMENT
FOR VALUE RECEIVED, the undersigned do(es) hereby sell, assign and transfer unto
(Name, address and Tax identification Number of Assignee)
the within-mentioned registered Bond and hereby irrevocably constitute(s) and appoint(s)
, attorney,
to transfer the same on the registration books of the Fiscal Agent with full power of substitution in
the premises.
Dated: ________________
Signature Guaranteed:
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A-5
NOTICE: Signatures must be guaranteed by an
“eligible guarantor institution” meeting the
requirements of the Fiscal Agent. Those requirements
include membership or participation in the Securities
Transfer Association Medallion Program (“stamp”) or
such other “signature guarantee program” as may be
determined by the Fiscal Agent in addition to, or in
substitution for, stamp, all in accordance with the
Securities Exchange Act of 1934, as amended.
NOTE: The signature to this assignment must
correspond with the name as written on the face of the
within Bond in every particular, without any alteration or
change. When assignment is made by a guardian,
trustee, executor or administrator, an officer of a
corporation, or anyone in a representative capacity,
proof of the person’s authority to act must accompany
this Bond.
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B-1
EXHIBIT B
PROVISIONS RELATING TO
THE INSURANCE POLICY
The following terms and provisions are hereby incorporated into this Fiscal Agent
Agreement by this reference. Such provisions shall control and supersede any conflicting or
inconsistent provisions in this Fiscal Agent Agreement.
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C-1
EXHIBIT C
PROVISIONS RELATING TO
THE RESERVE POLICY
The following terms and provisions are hereby incorporated into this Fiscal Agent
Agreement by this reference. Such provisions shall control and supersede any conflicting or
inconsistent provisions in this Fiscal Agent Agreement.
248
Jones Hall Draft 11.15.24
ESCROW AGREEMENT
Relating to:
$12,680,000 $6,945,000
CITY OF MOORPARK CITY OF MOORPARK
COMMUNITIES FACILITIES DISTRICT NO. 2004-1 COMMUNITIES FACILITIES DISTRICT NO. 2004-1
2014 SERIES A SENIOR LIEN 2014 SERIES B JUNIOR LIEN
SPECIAL TAX REFUNDING BONDS SPECIAL TAX REFUNDING BONDS
This ESCROW AGREEMENT, made and entered into as of __________ 1, 2025 (this
“Agreement”), by and between the CITY OF MOORPARK, a municipal corporation duly
organized and existing under the laws of the State of California (the “City”), for and on behalf of
its Community Facilities District No. 2004-1 (Moorpark Highlands) (the “CFD”) and THE BANK
OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association organized
and existing under the laws of the United States of America, acting as successor fiscal agent for
the Prior Bonds (as hereinafter defined), as fiscal agent for the 2025 Bonds (as hereinafter
defined), and as escrow agent under this Agreement (the “Escrow Agent”).
W I T N E S S E T H:
WHEREAS, the City Council of the City has conducted proceedings under and pursuant
to the Mello-Roos Community Facilities Act of 1982, as amended (the “Act”), to form the CFD, to
authorize the levy of special taxes upon the land within the CFD, and to issue bonds secured by
said special taxes to finance certain facilities;
WHEREAS, in 2014 the City Council authorized, sold, issued, and delivered its
$12,680,000 City of Moorpark, Community Facilities District No. 2004-1 (Moorpark Highlands)
2014 Series A Senior Lien Special Tax Refunding Bonds and its $6,945,000 City of Moorpark,
Community Facilities District No. 2004-1 (Moorpark Highlands) 2014 Series B Junior Lien
Special Tax Refunding Bonds (together, the “Prior Bonds”) to refinance prior special tax bonds
issued for the CFD, pursuant to a separate Fiscal Agent Agreement dated as of February 1,
2014 for each series (together, the “Prior Fiscal Agent Agreement”), and pursuant to which The
Bank of New York Mellon Trust Company, N.A., has succeeded (and is currently serving) as
fiscal agent (the “Prior Bonds Fiscal Agent”);
WHEREAS, the Prior Bonds are subject to redemption on March 1, 2025, in whole or in
part, at a redemption price equal to the 100% of the Prior Bonds redeemed plus accrued
interest to the date fixed for redemption;
WHEREAS, pursuant to proceedings under the Act, and a Fiscal Agent Agreement
dated as of __________ 1, 2025 by and between the City and The Bank of New York Mellon
Trust Company, N.A., as Fiscal Agent (the “2025 Fiscal Agent Agreement”), the City has
determined to issue, for and on behalf of the CFD, the City of Moorpark Community Facilities
District No. 2004-1 (Moorpark Highlands) 2025 Special Tax Refunding Bonds, in the aggregate
principal amount of $__________ (the “2025 Bonds”) for the purpose of providing funds to
finance the current refunding and defeasance of all outstanding Prior Bonds;
ATTACHMENT 3
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WHEREAS, the City and the Escrow Agent wish to enter into this Agreement for the
purpose of providing the terms and conditions relating to the deposit and application of moneys
and Federal Securities (as hereinafter defined) to provide for the payment and redemption of all
outstanding Prior Bonds, pursuant to and in accordance with the provisions of the Prior Fiscal
Agent Agreement.
NOW, THEREFORE, in consideration of the above premises and of the mutual promises
and covenants herein contained and for other valuable consideration the receipt and sufficiency
of which are hereby acknowledged, the parties hereto do hereby agree as follows:
SECTION 1. Appointment of Escrow Agent. The City hereby appoints the Escrow
Agent as escrow holder for all purposes of this Agreement, and in accordance with the terms
and provisions of this Agreement, and the Escrow Agent hereby accepts such appointment.
SECTION 2. Definition of Federal Securities. As used herein and in the Prior Fiscal
Agent Agreement, the term “Federal Securities” means any of the following which are non-
callable and which at the time of investment are legal investments under the laws of the State of
California for funds held by the Fiscal Agent (the Fiscal Agent shall rely upon investment
direction from the City as a certification that such investment constitutes a legal investment):
(i) any direct general obligations of the United States of America (including
obligations issued or held in book entry form on the books of the Department of the Treasury of
the United States of America), the payment of principal of and interest on which are
unconditionally and fully guaranteed by the United States of America; or
(ii) any obligations the principal of and interest on which are unconditionally
guaranteed by the United States of America.
(iii) State and Local Government Series (SLGS) securities. If the Escrow Agent
learns that the Department of the Treasury or the Bureau of Fiscal Service will not, for any
reason, accept a SLGS subscription that is to be submitted pursuant to Section 5, the Escrow
Agent shall promptly request alternative written investment instructions from the City with
respect to escrowed funds which were to be invested in SLGS. The Escrow Agent shall follow
such instructions and, upon the maturity of any such alternative investment, the Escrow Agent
shall hold funds uninvested and without liability for interest until receipt of further written
instructions from the City. In the absence of investment instructions from the City, the Escrow
Agent shall not be responsible for the investment of such funds or interest thereon. The Escrow
Agent may conclusively rely upon the City’s selection of an alternative investment as a
determination of the alternative investment's legality and suitability and shall not be liable for any
losses related to the alternative investments or for compliance with any yield restriction
applicable thereto.
SECTION 3. Establishment and Use of Escrow Fund. The Escrow Agent hereby
agrees to establish and maintain an irrevocable special trust fund for the Prior Bonds
designated the “Escrow Fund”, which shall be held by the Escrow Agent in trust as security for
the payment of the interest on and principal of the outstanding Prior Bonds as provided in this
section. The Escrow Fund will be held solely in the form of cash and Federal Securities. If at
any time the Escrow Agent shall receive actual knowledge that the money and Federal
Securities in the Escrow Fund will not be sufficient to pay the Prior Bonds as provided herein,
the Escrow Agent shall immediately notify the City and the City shall promptly deposit the
deficient amount with the Escrow Agent from any source of legally available funds.
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SECTION 4. Deposit and Application of Funds. Concurrently with delivery of the 2025
Bonds, the City shall cause to be transferred to the Escrow Agent for deposit into the Escrow
Fund the total amount of $____________ from the following sources, all in immediately
available funds to be held in cash by the Escrow Agent hereunder:
(i)$____________ from the bond proceeds of the 2025 Bonds;
(ii)$____________ from the Reserve Fund for the Prior Bonds;
(iii)$____________ held by the City with respect to the Prior Bonds; and
(iv)____________ of available funds held by the Prior Bonds Fiscal Agent.
SECTION 5. Instructions as to Application of Deposit and Required Notices. The total
amount of cash deposited in the Escrow Fund pursuant to Section 4 hereof, plus interest earned
thereon, shall be deemed to be and shall constitute the deposit permitted to be made by the City
for defeasance of the Prior Bonds pursuant to the Prior Fiscal Agent Agreement. The Escrow
Agent shall, on the date hereof, apply $_________________ on deposit in the Escrow Fund to
purchase the Federal Securities described on the attached Exhibit A for the price of
$_________________, pay for the Federal Securities from the monies in the Escrow Fund, and
hold the Federal Securities in the Escrow Fund until needed for the payment of the Prior Bonds
on the date and in the amount as set forth in Exhibit A. Substitution of the Federal Securities
deposited in the Escrow Fund is not permitted.
The City hereby irrevocably elects to optionally redeem on March 1, 2025 (the
“Redemption Date”) the Prior Bonds maturing on and after September 1, 2028 (the “Callable
Bonds”), and to cause sufficient funds to be deposited to the Escrow Fund to pay the
redemption price of the Callable Bonds on the Redemption Date and to pay scheduled debt
service due on the Prior Bonds on the Redemption Date, in accordance with the provisions of
the Prior Fiscal Agent Agreement.
The Escrow Agent is hereby directed to give notice of optional redemption of the
Callable Bonds in accordance with the applicable provisions of the Prior Fiscal Agent
Agreement, in substantially the form attached hereto as Exhibit B, at the expense of the City,
not less than 30 days nor more than 60 days prior to the Redemption Date.
In addition, the Escrow Agent is hereby directed to give a Notice of Defeasance and
Redemption of the Prior Bonds within 10 days after the issuance date of the 2025 Bonds, in
substantially the form attached hereto as Exhibit C, to the Municipal Securities Rulemaking
Board (MSRB)’s Electronic Municipal Market Access (EMMA) system accessible at the
emma.msrb.org website. The Escrow Agent shall not have any liability to any party in
connection with any failure to timely file the notice of optional redemption or the notice of
defeasance and redemption on EMMA and the sole remedy available shall be an action by the
holders of the Prior Bonds in mandamus for specific performance or similar remedy to compel
performance.
The Escrow Agent may rely upon the conclusion of _____________, as contained in its
report and accompanying schedules dated __________, 2025 that the Federal Securities
purchased and held in the Escrow Fund mature and bear interest payable in such amounts and
on such dates, together with cash on deposit in the Escrow Fund including interest thereon, will
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be in the total amount of $_____________ (representing the amount of $_____________
initially deposited into the Escrow Fund, plus interest earnings thereon), which is sufficient to
pay scheduled debt service due on the Prior Bonds on the Redemption Date and the
redemption price of the Callable Bonds on the Redemption Date in the amounts set forth on
Exhibit A hereto. Any amounts remaining in the Escrow Fund after the Redemption Date shall
be transferred by the Escrow Agent to the Bond Fund established under the 2025 Fiscal Agent
Agreement, in its capacity as 2025 Fiscal Agent, to be used to pay debt service on the 2025
Bonds.
SECTION 6. Compensation to Escrow Agent. The City shall pay the Escrow Agent full
compensation for its duties under this Agreement in accordance with the agreement made in
writing from time to time between the City and the Escrow Agent, including, but not limited to,
out-of-pocket costs such as publication costs, legal fees or expenses, advances, disbursements
and other costs, fees and expenses relating hereto and, in addition, fees, costs and expenses
relating to the purchase of any Federal Securities after the date hereof pursuant to a separate
agreement between the City and the Escrow Agent. Under no circumstances shall amounts
deposited in any Escrow Fund be deemed to be available for the payment of such costs, fees
and expenses prior to the payment of scheduled debt service due on the Prior Bonds on the
Redemption Date and the redemption price of the Callable Bonds on the Redemption Date
pursuant to this Agreement.
SECTION 7. Liabilities and Obligations of Escrow Agent. The Escrow Agent shall have
no obligation to make any payment or disbursement of any type or incur any financial liability in
the performance of its duties under the Escrow Agreement unless the City shall have deposited
sufficient funds with the Escrow Agent pursuant to Sections 3 and 4 hereof. The Escrow Agent
may rely and shall be protected in requesting and acting upon the written instructions of the City
or its agents relating to any matter or action as Escrow Agent under the Escrow Agreement.
The Escrow Agent undertakes only such duties as are expressly and specifically set
forth in the Escrow Agreement and no implied duties or obligations shall be inferred from the
Escrow Agreement against the Escrow Agent. The Escrow Agent shall not be responsible for
any of the recitals or representations made herein other than that the Escrow Agent is qualified
to accept and administer the Escrow Fund created hereunder. The Escrow Agent shall not be
liable for the accuracy of any calculations provided as to the sufficiency of the money deposited
with it to pay scheduled debt service due on the Prior Bonds on the Redemption Date and the
redemption price of the Callable Bonds the Redemption Date.
The Escrow Agent shall not have any liability hereunder except to the extent of its own
negligence or willful misconduct. In no event shall the Escrow Agent be liable for any special,
indirect, punitive, or consequential losses or damages (including but not limited to lost profits),
even if the Escrow agent has been advised of the likelihood of such loss or damage and
regardless of the form or action. The Escrow Agent shall have no duty or responsibility under
the Escrow Agreement in the case of any default in the performance of the covenants or
agreements contained in the Prior Fiscal Agent Agreement and shall not be required to resolve
conflicting demands to money or property in its possession under this Agreement. The Escrow
Agent may consult with counsel of its own choice and the opinion of such counsel shall be full
and complete authorization to take, omit or suffer any action in accordance with such opinion of
counsel.
No provision of this Agreement shall require the Escrow Agent to expend or risk its own
funds or otherwise incur any financial liability in the performance or exercise of any of its duties
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hereunder, or in the exercise of its rights or powers. The Escrow Agent shall incur no liability for
losses, fees, taxes, or other charges arising from any investment, reinvestment, or liquidation
made pursuant to this Agreement.
The Escrow Agent may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or by or through agents, attorneys, custodians, or nominees
appointed with due care, and shall not be responsible for any acts, omissions, misconduct, or
negligence on the part of any agent, attorney, custodian, or nominee so appointed.
The Escrow Agent agrees to accept and act upon instructions or directions pursuant to
this Agreement sent by unsecured email or other similar unsecured electronic methods,
provided, however, that, the Escrow Agent shall have received an incumbency certificate listing
persons designated to give such instructions or directions and containing specimen signatures
of such designated persons, which incumbency certificate shall be amended and replaced
whenever a person is to be added or deleted from the listing. If the City elects to give the
Escrow Agent email instructions (or instructions by a similar electronic method) and the Escrow
Agent in its discretion elects to act upon such instructions, the Escrow Agent’s understanding of
such instructions shall be deemed controlling. The Escrow Agent shall not be liable for any
losses, costs, or expenses arising directly or indirectly from the Escrow Agent’s reliance upon
and compliance with such instructions notwithstanding such instructions conflict or are
inconsistent with a subsequent written instruction. The City agrees (i) to assume all risks arising
out of the use of such electronic methods to submit instructions and directions to the Escrow
Agent, including without limitation the risk of the Escrow Agent acting on unauthorized
instructions, and the risk of interception and misuse by third parties, (ii) that it is fully informed of
the protections and risks associated with the various methods of transmitting instructions to the
Escrow Agent and that there may be more secure methods of transmitting instructions than the
method(s) selected by the such party; and (iii) that the security procedures (if any) to be
followed in connection with its transmission of instructions provide to it a commercially
reasonable degree of protection in light of its particular needs and circumstances.
SECTION 8. Indemnification of Escrow Agent. The City covenants to indemnify, but
only from special taxes of the CFD, and hold harmless the Escrow Agent against any loss,
liability, damage, claim, tax, or expense, including legal fees or expenses arising out of or in
connection with the performance of its duties hereunder, except the Escrow Agent shall not be
indemnified against any loss, liability, damage, claim, tax or expense resulting from its
negligence or willful misconduct. Such indemnification shall survive the termination and
discharge of this Agreement and the resignation or removal of the Escrow Agent.
SECTION 9. Proof of Matters. Whenever in the administration of this Agreement the
Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior
to taking or suffering any action hereunder, such matter (unless other evidence in respect
thereof be herein specifically prescribed) may be deemed to be conclusively proved and
established by a certificate of any authorized representative of the City, and such certificate
shall, in the absence of gross negligence or willful misconduct on the part of the Escrow Agent,
be full warrant to the Escrow Agent for any action taken or suffered by it under the provisions of
this Agreement upon the faith thereof. The Escrow Agent may conclusively rely, as to the truth
and accuracy of the statements and correctness of the opinions and the calculations provided,
and shall be protected and indemnified, in acting or refraining from acting, upon any written
notice, instruction, request, certificate, document, direction, instrument, consent, or opinion
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furnished to the Escrow Agent signed or presented by the proper party, and it need not
investigate any fact or matter stated in such notice, instruction, request, certificate or opinion.
SECTION 10. Resignation or Removal of Escrow Agent. The Escrow Agent may resign
on any date by giving 30 days prior written notice to the City of such resignation, whereupon the
City shall promptly appoint a successor Escrow Agent by the resignation date. Resignation of
the Escrow Agent will be effective upon the acceptance of the obligations of this Agreement by
a successor Escrow Agent. If the City does not appoint a successor within sixty (60) days after
receiving such written notice, the resigning Escrow Agent (at the expense of the City) may
petition any court of competent jurisdiction for the appointment of a successor Escrow Agent.
The City may on any date in its sole discretion remove the Escrow Agent initially appointed and
any successor thereto and may appoint a successor or successors thereto by an instrument in
writing delivered to the Escrow Agent not less than 30 days prior to the proposed removal date.
No removal or appointment hereunder shall be effective until the successor has accepted the
duties of Escrow Agent. The Escrow Agent shall be paid in full for any fees and expenses
owing to it prior to signing any instruments effectuating a successor escrow agent.
Any successor shall be a bank or trust company doing business and having a corporate
trust office in California, having a combined capital (exclusive of borrowed capital), surplus, and
undivided profits of at least fifty million dollars ($50,000,000), and be subject to supervision or
examination by a federal or state banking authority. If such bank or trust company publishes a
report of condition at least annually, pursuant to law or to the requirements of any supervising or
examining authority above referred to, then for the purpose of this section the combined capital,
surplus, and undivided profits of such bank or trust company shall be deemed to be its
combined capital, surplus, and undivided profits as set forth in its most recent report of condition
so published.
SECTION 11. Escrow Agent May Act for Itself. The Escrow Agent (and its affiliates)
may act as principal, agent, sponsor, depository, or advisor with respect to the holding and
making of any investments provided for herein. The Escrow Agent shall possess the rights,
benefits, privileges, immunities, protections, and benefits hereunder that it possesses as Fiscal
Agent under the 2025 Fiscal Agent Agreement and as Prior Bonds Fiscal Agent under the Prior
Fiscal Agent Agreement.
SECTION 12. Merger, Consolidation or Sale of Escrow Agent. Any company into which
the Escrow Agent may be merged or converted or with which it may be consolidated or any
company resulting from any merger, conversion, or consolidation to which it shall be a party, or
any company to which the Escrow Agent may sell or transfer all or substantially all of its
corporate trust business, shall be the successor to the Escrow Agent and vested with all of the
title to the Escrow Fund and all of the trusts, powers, discretions, immunities, privileges and all
other matters as was its predecessor, without the execution or filing of any paper or any further
act, anything herein to the contrary notwithstanding. No change of Escrow Agent as herein
contemplated shall result in any charge or cost to the City.
SECTION 13. Amendment. This Agreement may be amended by the parties hereto,
but only if (a) such amendment shall be for the purpose of curing or correcting any ambiguous
or defective provision hereof and (b) there shall have been filed with the City and the Escrow
Agent a written opinion of Bond Counsel stating that such amendment will not materially
adversely affect the interests of the owners of the Prior Bonds or the 2025 Bonds, and that such
amendment will not cause interest on the Prior Bonds or the 2025 Bonds to become includable
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in gross income for Federal income tax purposes. Any other amendment to this Agreement
shall require the consent of all the holders of the Prior Bonds.
SECTION 14. Partial Invalidity. If any section, paragraph, sentence, clause, or phrase
of this Agreement shall for any reason be held illegal, invalid, or unenforceable, such holding
shall not affect the validity of the remaining portions of this Agreement. The City and the Escrow
Agent hereby declare that they would have entered into this Agreement and each and every
other section, paragraph, sentence, clause, or phrase hereof and authorized them irrespective
of the fact that any one or more sections, paragraphs, sentences, clauses, or phrases of this
Agreement may be held illegal, invalid, or unenforceable.
SECTION 15. Execution in Counterparts; Electronic Signatures. This Agreement may
be executed in several counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument. The exchange of copies of this Agreement and of
signature pages by email in PDF format shall constitute effective execution and delivery of this
Agreement as to the parties hereto and may be used in lieu of the original Agreement and
signature pages for all purposes. The parties agree that the electronic signature of a party to
this Agreement, including all acknowledgements, authorizations, directions, waivers and
consents thereto (or any amendment or supplement thereto) shall be as valid as an original
signature of such party and shall be effective to bind such party to this Agreement. The parties
agree that any electronically signed document (including this Agreement) shall be deemed (i) to
be “written” or “in writing,” (ii) to have been signed, and (iii) to constitute a record established
and maintained in the ordinary course of business and an original written record when printed
from electronic files. For purposes hereof, “electronic signature” means a manually-signed
original signature that is then transmitted by electronic means; “transmitted by electronic means”
means sent via the Internet as a pdf (portable document format) or other replicating image
attached to an e-mail message; and, “electronically signed document” means a document
transmitted by electronic means and containing, or to which there is affixed, an electronic
signature. Paper copies or “printouts”, if introduced as evidence in any judicial, arbitral,
mediation or administrative proceeding, will be admissible as between the parties to the same
extent and under the same conditions as other original business records created and
maintained in documentary form. Neither party shall contest the admissibility of true and
accurate copies of electronically signed documents on the basis of the best evidence rule or as
not satisfying the business records exception to the hearsay rule.
SECTION 16. California Law. This Agreement shall be governed by and construed and
interpreted in accordance with the laws of the State of California.
255
[Signature Page to Escrow Agreement dated as of __________ 1, 2025]
IN WITNESS WHEREOF, the City and the Escrow Agent have each caused this
Agreement to be executed by their duly authorized officers all as of the date first written above.
CITY OF MOORPARK,
for and on behalf of
COMMUNITY FACILITIES DISTRICT
NO. 2004-1 (MOORPARK HIGHLANDS)
By:
City Manager
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.,
as Escrow Agent
By:
Authorized Officer
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A-1
EXHIBIT A
SCHEDULE OF PRIOR BONDS REDEEMED
Call Date: March 1, 2025
Maturity Date
(Sept. 1)
Principal
Amount
Interest Rate
Per Annum
CUSIP**
2028 $2,455,000 4.000% 616224 BG5
2033 3,000,000 4.375 616224 BH3
2038 3,735,000 4.625 616224 BJ9
________________
** CUSIP information is provided for convenience. The City does not assume any responsibility for the
accuracy of CUSIP data.
SCHEDULE OF FEDERAL SECURITIES AND CASH
DEPOSITED TO ESCROW FUND
Type of
Security
Type of
SLGS
Maturity
Date Par Amount Rate
SLGS
Cash
TOTAL
ESCROW CASH FLOW
Date
Principal
Interest
Net Escrow
Receipts
3/1/25
257
B-1
EXHIBIT B
NOTICE OF OPTIONAL REDEMPTION
$12,680,000 $6,945,000
CITY OF MOORPARK CITY OF MOORPARK
COMMUNITIES FACILITIES DISTRICT NO. 2004-1 COMMUNITIES FACILITIES DISTRICT NO. 2004-1
2014 SERIES A SENIOR LIEN 2014 SERIES B JUNIOR LIEN
SPECIAL TAX REFUNDING BONDS SPECIAL TAX REFUNDING BONDS
NOTICE IS HEREBY GIVEN, with respect to the above-captioned bonds (the “Bonds”),
which Bonds were issued by the City of Moorpark (the “City”) under a separate Fiscal Agent
Agreement for each series, each dated as of February 1, 2014 (together, the “Fiscal Agent
Agreement”), by and between the City and the Bank of New York Mellon Trust Company, N.A.,
now succeeded by The Bank of New York Mellon Trust Company, N.A., as Fiscal Agent (the
“Fiscal Agent”), that the Bonds maturing on and after September 1, 2028 (the “Called Bonds”)
have been called for optional redemption on March 1, 2025 (the “Redemption Date”) at a
redemption price of 100% of the principal amount thereof (the “Redemption Price”), together
with the accrued interest thereon to the Redemption Date, without premium.
The Called Bonds to be redeemed on the Redemption Date are as follows:
Maturity Date
(Sept. 1)
Original
Principal
Amount
Interest Rate
Per Annum
CUSIP*
2028 $2,455,000 4.000% 616224 BG5
2033 3,000,000 4.375 616224 BH3
2038 3,735,000 4.625 616224 BJ9
________________
* CUSIP data are provided by CUSIP Global Services, which is managed on behalf of the American
Bankers Association by S&P FactSet Research. The City and the Fiscal Agent shall not be
responsible for the selection or use of the CUSIP numbers listed above, nor is any representation
made as to the accuracy of the CUSIP numbers listed above or as printed on any Bond; the CUSIP
numbers are included solely for the convenience of the owners of the Bonds.
This notice is subject to rescission by the City prior to the Redemption Date in the event
insufficient moneys are available to the City to pay the Redemption Price on the Redemption
Date.
The Called Bonds should be presented by First Class/Registered/Certified/Express/Hand
Deliver Only as follows:
The Bank of New York
Corporate Trust
500 Ross Street, Suite 625
Pittsburgh, PA 15262
By: The Bank of New York Mellon Trust Company, N.A., as Trustee
Bondholder Communications: 800-254-2826
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B-2
Additional information regarding the foregoing actions may be obtained from The Bank
of New York Mellon Trust Company, N.A., Corporate Trust Department, Bondholder Relations,
telephone number (800) 254-2826.
Dated: _____________, 2025
IMPORTANT TAX NOTICE
Withholding of 28% of gross redemption proceeds of any payment made within the United
States may be required by the Jobs and Growth Tax Relief Reconciliation Act of 2003, unless the
Fiscal Agent has the correct taxpayer identification number (social security or employer
identification number) or exemption certificate of the payee. Please furnish a properly completed
Form W-9 or exemption certificate or equivalent when presenting the Called Bonds.
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EXHIBIT C
NOTICE OF DEFEASANCE AND REDEMPTION
$12,680,000 $6,945,000
CITY OF MOORPARK CITY OF MOORPARK
COMMUNITIES FACILITIES DISTRICT NO. 2004-1 COMMUNITIES FACILITIES DISTRICT NO. 2004-1
2014 SERIES A SENIOR LIEN 2014 SERIES B JUNIOR LIEN
SPECIAL TAX REFUNDING BONDS SPECIAL TAX REFUNDING BONDS
Date of Issuance: February 27, 2014
NOTICE IS HEREBY GIVEN, by the City of Moorpark (the “City”) with respect to the
captioned securities (the “Bonds”), that it has defeased the Bonds described below pursuant to
an escrow agreement between the City and The Bank of New York Mellon Trust Company, N.
A., as escrow agent (the “Escrow Agreement”), dated as of _________________ 2025, and has
irrevocably elected to optionally redeem on March 1, 2025 (the “Redemption Date”) the Bonds
maturing on and after September 1, 2028 (the “Called Bonds”). Amounts sufficient to pay stated
debt service due on the Bonds on the Redemption Date and to pay the redemption price of the
Called Bonds of the Redemption Date have been deposited into an escrow fund established
under the Escrow Agreement.
The Called Bonds to be redeemed on the Redemption Date are as follows:
Maturity Date
(Sept. 1)
Original
Principal
Amount
Interest Rate
Per Annum
CUSIP*
2028 $2,455,000 4.000% 616224 BG5
2033 3,000,000 4.375 616224 BH3
2038 3,735,000 4.625 616224 BJ9
* CUSIP data are provided by CUSIP Global Services, which is managed on behalf of the American
Bankers Association by S&P FactSet Research. The City and the Fiscal Agent shall not be
responsible for the selection or use of the CUSIP numbers listed above, nor is any representation
made as to the accuracy of the CUSIP numbers listed above or as printed on any Bond; the CUSIP
numbers are included solely for the convenience of the owners of the Bonds.
A separate redemption notice will be sent to the registered owners of the Called Bonds
at least 30 days prior to the Redemption Date. Please do not present Called Bonds for payment
until that time.
Dated: __________, 2025 THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.,
as Fiscal Agent for the Bonds and as Escrow Agent
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$___________
CITY OF MOORPARK
COMMUNITY FACILITIES DISTRICT NO. 2004-1004-1
(MOORPARK HIGHLANDS)
2025 SPECIAL TAX REFUNDING BONDS
BOND PURCHASE AGREEMENT
_________, 2025
City of Moorpark
Community Facilities District No. 2004-1 (Moorpark Highlands)
323 Science Drive
Moorpark, CA 93021
Ladies and Gentlemen:
The undersigned, Hilltop Securities Inc., as underwriter (the “Underwriter”), acting not as a
fiduciary or agent for you, but on behalf of itself, offers to enter into this Bond Purchase Agreement
(this “Purchase Agreement”) with the City of Moorpark (the “City”) for its Community Facilities
District No. 2004-1 (Moorpark Highlands) (the “Community Facilities District”), which upon
acceptance will be binding upon the Underwriter and the City. The agreement of the Underwriter to
purchase the Bonds (as hereinafter defined) is contingent upon the City satisfying all of the
obligations imposed upon it under this Purchase Agreement. This offer is made subject to the City’s
acceptance by the execution of this Purchase Agreement and its delivery to the Underwriter at or
before 11:59 p.m., California time, on the date hereof, and, if not so accepted, will be subject to
withdrawal by the Underwriter upon notice delivered to the City at any time prior to the acceptance
hereof by the City. All capitalized terms used herein, which are not otherwise defined, shall have the
meaning provided for such terms in the Fiscal Agent Agreement, dated as of ______ 1, 2025 (the
“Fiscal Agent Agreement”), between the City and The Bank of New York Mellon Trust Company,
N.A., as fiscal agent (the “Fiscal Agent”).
1.Purchase, Sale and Delivery of the Bonds.
A.Subject to the terms and conditions and in reliance upon the representations,
warranties and agreements set forth herein: the Underwriter hereby agrees to purchase from the City
and the City hereby agrees to sell to the Underwriter all (but not less than all) of the $___________
aggregate principal amount of the City of Moorpark Community Facilities District No. 2004-1
(Moorpark Highlands) 2025 Special Tax Refunding Bonds (the “Bonds”), dated the Closing Date (as
hereinafter defined), bearing interest at the rates and maturing on the dates and in the principal
amounts set forth in Appendix A hereto.
B.The purchase price for the Bonds shall be $_______ (being 100% of the
aggregate principal amount thereof, plus a net original issue premium of $_______, less an
Underwriter’s discount of $______). [At the request of the City, on the Closing Date the Underwriter
will wire the Insurance Policy (defined below) premium of $______ to the Insurer (defined below)
and the Reserve Surety (defined below) premium of $_____ to the Insurer. As a result, the net
amount to be wired to the City as the purchase price for the Bonds will be $________.]
ATTACHMENT 4
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The Underwriter agrees to make a bona fide initial public offering of all of the Bonds in
compliance with federal and state securities laws, at a price not in excess of the initial offering prices
(or yields) set forth in Appendix A attached hereto and incorporated herein by reference. Subsequent
to the initial public offering, the Underwriter reserves the right to change the public offering prices
(or yields) as it deems necessary in connection with the offering of the Bonds, without any
requirement of prior notice, provided that the Underwriter shall not change the interest rates set forth
in Appendix A. The Bonds may be offered and sold to certain dealers at prices lower than such initial
offering prices.
The Bonds shall be substantially in the form described in, shall be issued and secured under
the provisions of, subject to redemption and shall be payable from the Special Taxes and certain
other amounts as provided in the Fiscal Agent Agreement, the Preliminary Official Statement (as
hereinafter defined), and the Mello-Roos Community Facilities Act of 1982, as amended, being
Chapter 2.5, Part 1, Division 2, Title 5 of the Government Code of the State of California (the
“Community Facilities District Act” or the “Act”). The issuance of the Bonds has been duly
authorized by the City pursuant to a resolution (the “Resolution”), adopted by its City Council (the
“City Council”) on behalf of the Community Facilities District, on __________.
The proceeds of the Bonds shall be used to: (i) refund the outstanding City of Moorpark
Community Facilities District No. 2004-1 (Moorpark Highlands) 2014 Series A Senior Lien Special
Tax Refunding Bonds and the City of Moorpark Community Facilities District No. 2004-1
(Moorpark Highlands) 2014 Series B Junior Lien Special Tax Refunding Bonds (collectively, the
“Prior Bonds”), (ii) [establish a separate debt service reserve fund for the Bonds] [purchase a
municipal bond insurance policy (the “Insurance Policy”) to be issued by _________ (the
“Insurer”) to secure the scheduled payment of principal of and interest on the Bonds and purchase a
reserve fund insurance policy (the “Reserve Surety”) to be issued by the Insurer for deposit into the
Reserve Fund for the Bonds], and (iii) pay costs of issuance of the Bonds. The Prior Bonds are being
redeemed pursuant to the terms of an Escrow Agreement, dated as of ______ 1, 2025 (the “Escrow
Agreement”), between the City and The Bank of New York Mellon Trust Company, N.A., as escrow
bank (the “Escrow Bank”).
C. The City hereby acknowledges that the Underwriter is entering into this
Purchase Agreement in reliance on the representations, warranties and agreements made by the City
on behalf of itself and on behalf of the Community Facilities District herein, and the City shall take
all action necessary to enforce its rights hereunder for the benefit of the Underwriter and shall
immediately notify the Underwriter if it becomes aware that any representation, warranty or
agreement made by the City, on behalf of itself or on behalf of the Community Facilities District,
herein is incorrect in any material respect.
D. The City acknowledges and agrees that: (i) the primary role of the
Underwriter, as an underwriter, is to purchase securities for resale to investors in an arm’s-length
commercial transaction between the City and the Underwriter and that the Underwriter has financial
and other interests that differ from those of the City and the Community Facilities District; (ii) the
Underwriter is not acting as a municipal advisor, financial advisor or fiduciary to the City, the
Community Facilities District, or any other person or entity and has not assumed any advisory or
fiduciary responsibility to the City or the Community Facilities District with respect to the
transaction contemplated hereby and the discussions, undertakings and proceedings leading thereto
(irrespective of whether the Underwriter has provided other services or is currently providing other
services to the City or the Community Facilities District on other matters); (iii) the only obligations
the Underwriter has to the City or the Community Facilities District with respect to the transaction
contemplated hereby expressly are set forth in this Purchase Agreement, except as otherwise
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provided by applicable rules and regulations of the Securities and Exchange Commission or the rules
of the Municipal Securities Rulemaking Board (the “MSRB”); and (iv) the City has consulted its
own legal, accounting, tax, financial and other advisors, as applicable, to the extent it has deemed
appropriate in connection with the transaction contemplated herein. The City acknowledges that it
has previously provided the Underwriter with an acknowledgement of receipt of the required
Underwriter disclosure under Rule G-17 of the MSRB and acknowledges that it has engaged Urban
Futures, Inc. (the “Municipal Advisor”), as its municipal advisor (as defined in Securities and
Exchange Commission Rule 15Ba1) and will rely solely on the Municipal Advisor for financial
advice with respect to the Bonds.
E. Pursuant to the authorization of the City, the Underwriter has distributed
copies of the Preliminary Official Statement dated [POS Date], relating to the Bonds, which, together
with the cover page, inside cover page and appendices thereto is herein called the “Preliminary
Official Statement.” By its acceptance of this Purchase Agreement, the City hereby consents to and
ratifies the use and distribution by the Underwriter of the Preliminary Official Statement, and the
City agrees to execute a final official statement relating to the Bonds (the “Official Statement”)
which will consist of the Preliminary Official Statement with such changes as may be made thereto,
with the approval of Jones Hall, A Professional Law Corporation, Bond Counsel and Disclosure
Counsel (herein called “Bond Counsel”), and the Underwriter, and to provide copies thereof to the
Underwriter as set forth in Section 2(S) hereof. The City hereby authorizes and requires the
Underwriter to use and promptly distribute, in connection with the offer and sale of the Bonds, the
Preliminary Official Statement, the Official Statement and any supplement or amendment thereto.
The City further authorizes the Underwriter to use and distribute, in connection with the offer and
sale of the Bonds, the Fiscal Agent Agreement, the Escrow Agreement, this Purchase Agreement and
all information contained herein, and all other documents, certificates and statements furnished by or
on behalf of the City or the Community Facilities District to the Underwriter in connection with the
transactions contemplated by this Purchase Agreement. The Preliminary Official Statement and/or
the Official Statement may be delivered and printed in a “designated electronic format” as defined in
the MSRB’s Rule G-32 and as may be agreed to by the City and the Underwriter. The City confirms
that it does not object to distribution of the Preliminary Official Statement or the Official Statement
in electronic form. A copy of the most recent Preliminary Official Statement sent to a potential
purchaser shall be sent by first class mail or electronically (or other equally prompt means) not later
than the first business day following the day upon which each such request is received.
F. To assist the Underwriter in complying with Securities and Exchange
Commission Rule 15c2-12(b)(5) (the “Rule”), the City will undertake pursuant to the City
Continuing Disclosure Certificate, in the form attached as an appendix to the Official Statement (the
“City Continuing Disclosure Certificate”), to provide annual reports and notices of certain
enumerated events. A description of this undertaking is set forth in the Preliminary Official
Statement and will also be set forth in the Official Statement.
G. Except as the Underwriter and the City may otherwise agree, the City will
deliver to the Underwriter, at the offices of Bond Counsel in San Francisco, California, or at such
other location as may be mutually agreed upon by the Underwriter and the City, the documents
hereinafter mentioned; and the City will deliver to the Underwriter through The Depository Trust
Company’s (“DTC”) FAST delivery system, the Bonds, in definitive form (all Bonds bearing
CUSIP® numbers printed thereon), duly executed by the City and authenticated by the Fiscal Agent
in the manner provided for in the Fiscal Agent Agreement and the Community Facilities District Act
at 8:00 a.m. California time, on [Closing Date] (the “Closing Date”), and the Underwriter will accept
such delivery and pay the purchase price of the Bonds as set forth in paragraph (B) of this Section by
wire transfer, payable in federal or other immediately available funds (such delivery and payment
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being herein referred to as the “Closing”). The Bonds shall be in fully registered book-entry form
(which may be typewritten) and shall be registered in the name of Cede & Co., as nominee of DTC,
which will act as securities depository for the Bonds, and the specimen Bonds will be made available
for checking by the Underwriter not less than 5 days prior to the Closing.
H. Except as the City and the Underwriter may otherwise agree, the City will
deliver to the Underwriter, at the offices of Bond Counsel in San Francisco, California, or at such
other location as may be mutually agreed upon by the Underwriter and the City, the documents
hereinafter mentioned on the Closing Date.
2. Representations, Warranties and Covenants of the Community Facilities District.
The City represents, warrants and covenants to the Underwriter, on behalf of itself and the
Communities Facilities District, as the case may be, that:
A. The City is a municipal corporation duly organized and validly existing
pursuant to the Constitution and laws of the State of California (the “State”), and has duly authorized
the formation of the Community Facilities District pursuant to resolutions duly adopted by the City
Council (the “Community Facilities District Formation Resolution” and, together with the
Resolution, the “Community Facilities District Resolutions”) and the Act. The City Council, as
the legislative body of the Community Facilities District, has duly adopted the Community Facilities
District Formation Resolution, has duly adopted a Resolution and Ordinance levying the Special
Taxes (for all purposes herein, as such are defined in the Fiscal Agent Agreement) within the
Community Facilities District (the “Ordinance”), and has caused to be recorded in the real property
records of Ventura County, a notice of special tax lien (the “Notice of Special Tax Lien”) (the
Community Facilities District Formation Resolution, the Ordinance, and the Notice of Special Tax
Lien being collectively referred to herein as the “Formation Documents”), and the City Council has
duly adopted the Resolution. Each of the Formation Documents remains in full force and effect as of
the date hereof and has not been amended. The Community Facilities District is duly organized and
validly existing as a community facilities district under the laws of the State. The City has, and at the
Closing Date will have, as the case may be, full legal right, power and authority: (i) to execute,
deliver and perform its obligations under this Purchase Agreement, the Escrow Agreement and the
Fiscal Agent Agreement and to carry out all transactions contemplated by each of such agreements;
(ii) to enter into the City Continuing Disclosure Certificate; and (iii) to carry out, give effect to and
consummate the transactions contemplated by the Formation Documents, the Fiscal Agent
Agreement, the Escrow Agreement, this Purchase Agreement and the Official Statement.
This Purchase Agreement, the Fiscal Agent Agreement, the Escrow Agreement and the City
Continuing Disclosure Certificate are collectively referred to herein as the “City Documents.”
B. By all necessary official action of the City, the City has duly authorized and
approved the execution and delivery by the City of, and the performance by City of, the obligations
on its part contained in, the City Documents and has approved the use and distribution by the
Underwriter of the Preliminary Official Statement and the execution, use and distribution by the
Underwriter of the Official Statement, and, as of the date hereof, such authorizations and approvals
are in full force and effect and have not been amended, modified or rescinded. When executed and
delivered by the parties thereto, the City Documents will constitute the legally valid and binding
obligations of the City, on its own behalf and on behalf of the Communities Facilities District,
enforceable upon the City and the Community Facilities District in accordance with their respective
terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws or equitable principles relating to or affecting creditors’ rights generally. To the best
of the City’s knowledge, the City has complied, and will at the Closing Date be in compliance in all
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respects, with the terms of the City Documents that are applicable to the City, and the Community
Facilities District has complied, and will at the Closing Date be in compliance in all respects, with
the terms of the City Documents that are applicable to the Community Facilities District.
C. The information in the Preliminary Official Statement (other than statements
pertaining to [the Insurer, the Reserve Surety, the Insurance Policy or] the book-entry system as to
which no view is expressed) as of its date was and as of the date hereof is, and in the Official
Statement (other than statements pertaining to [the Insurer, the Reserve Surety, the Insurance Policy
or] the book-entry system as to which no view is expressed) as of its date is, true and correct in all
material respects and does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in light of the circumstances under which they
were made, not misleading; and, upon delivery and up to and including 25 days after the End of the
Underwriting Period (as defined in paragraph (D) below), the Official Statement will be amended
and supplemented so as to contain no misstatement of any material fact or material omission of any
statement necessary to make the statements contained therein, in the light of the circumstances in
which such statements were made, not misleading.
D. Up to and including 25 days after the End of the Underwriting Period (as
defined below), the City will advise the Underwriter promptly of any proposal to amend or
supplement the Official Statement and will not effect or consent to any such amendment or
supplement without the consent of the Underwriter, which consent will not be unreasonably
withheld. The City will advise the Underwriter promptly of the institution of any proceedings known
to it by any governmental agency prohibiting or otherwise materially affecting the use of the Official
Statement in connection with the offering, sale or distribution of the Bonds. As used herein, the term
“End of the Underwriting Period” means the later of such time as: (i) the Bonds are delivered to the
Underwriter; or (ii) the Underwriter does not retain, directly or as a member of an underwriting
syndicate, an unsold balance of the Bonds for sale to the public. Unless the Underwriter gives notice
to the contrary, the End of the Underwriting Period shall be deemed to be the Closing Date. Any
notice delivered pursuant to this provision shall be written notice delivered to the City at or prior to
the Closing Date and shall specify a date (other than the Closing Date) to be deemed the “End of the
Underwriting Period.” If in the opinion of the Underwriter any such event or proceedings requires
the preparation and distribution of a supplement or amendment to the Official Statement, the City
shall prepare and furnish to the Underwriter, at the City’s expense, such number of copies of the
supplement or amendment to the Official Statement, in (i) a “designated electronic format” consistent
with the requirements of the MSRB’s Rule G-32 and (ii) a printed format form in substance mutually
agreed upon by the City and the Underwriter as the Underwriter may reasonably request. If such
amendment or supplement to the Official Statement shall be made subsequent to the Closing Date,
the City also shall furnish, or cause to be furnished, such additional legal opinions, certificates,
instruments and other documents as the Underwriter may reasonably deem necessary to evidence the
truth and accuracy of any such supplement or amendment to the Official Statement.
E. As of the time of acceptance hereof and as of the Closing Date, the City and
the Community Facilities District, as applicable, have each complied, and will at the Closing Date be
in compliance in all material respects, with the Formation Documents and the City Documents, and
any immaterial noncompliance by the City or the Community Facilities District, if any, will not
impair the ability of the City or the Community Facilities District, as applicable, to carry out, give
effect to or consummate the transactions contemplated by the foregoing. From and after the date of
issuance of its Bonds, the City will continue to comply with the covenants of the City contained in
the City Documents and it shall cause the Community Facilities District to continue to comply with
the covenants of the Community Facilities District contained in the City Documents.
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F. Except as described in the Preliminary Official Statement, neither the City
nor the Community Facilities District is, and as of the Closing Date, neither will be, in any respect
material to the transactions referred to herein or contemplated hereby, in breach of or in default
under, any law or administrative rule or regulation of the State, the United States of America, or of
any department, division, agency or instrumentality of either thereof, or under any applicable court or
administrative decree or order, or under any loan agreement, note, resolution, indenture, contract,
agreement or other instrument to which the City or the Community Facilities District, as the case
may be, is a party or is otherwise subject or bound; and, to the City’s knowledge, no event has
occurred and is continuing which, with the passage of time or the giving of notice, or both, would
constitute a default or event of default under any such instrument which breach, default or event
could have an adverse effect on the City’s ability or the Community Facilities District’s ability to
perform their respective obligations under the City Documents; and as of such times, except as
disclosed in the Official Statement, the authorization, execution and delivery of the City Documents
and compliance with the provisions of each thereof, or the performance of the conditions precedent
to be performed by the City pursuant to this Purchase Agreement, will not conflict with or constitute
a breach of or default under any applicable law or administrative rule or regulation of the State, the
United States of America, or of any department, division, agency or instrumentality of either thereof,
or under any applicable court or administrative decree or order, or under any loan agreement, note,
resolution, indenture, contract, agreement or other instrument to which the City is a party or is
otherwise subject or bound, in any manner which would materially and adversely affect the
performance by the City or the Community Facilities District of their respective obligations under the
City Documents or the performance of the conditions precedent to be performed by the City pursuant
to this Purchase Agreement. The City has received all licenses, permits or other regulatory approvals
required, if any, for the pledge, collection and/or application by the Community Facilities District of
the Special Taxes (as defined in the Fiscal Agent Agreement) and other moneys pledged to the
payment of the principal of and interest on the Bonds under the Fiscal Agent Agreement.
G. Except as may be required under the “blue sky” or other securities laws of
any jurisdiction, all approvals, consents, authorizations, elections and orders of, or filings or
registrations with, any governmental authority, board, agency or commission having jurisdiction
which would constitute a condition precedent to, or the absence of which would materially adversely
affect, the performance by the City or the Community Facilities District of their respective
obligations under the City Documents, and the performance of the conditions precedent to be
performed by the City pursuant to this Purchase Agreement, have been or will be obtained at the
Closing Date and are or will be in full force and effect at the Closing Date.
H. At the time of acceptance hereof there is and as of the Closing there will be
no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court,
government agency, public board or body (collectively and individually, an “Action”) pending
(notice of which has been served on the City or the Community Facilities District) or to the best
knowledge of the City or the Community Facilities District threatened, in which any such Action: (i)
in any way questions the powers of the City Council or the existence of the Community Facilities
District or the titles of the officers of the City and/or the Community Facilities District to their
respective offices; (ii) affects, contests or seeks to prohibit, restrain or enjoin the issuance or delivery
of the Bonds or the payment or collection of Special Taxes or any amounts pledged or to be pledged
to pay the principal of and interest on the Bonds, or in any way contests or affects the validity of the
City Documents or the consummation of the transactions on the part of the City or the Community
Facilities District contemplated thereby; (iii) contests the exclusion of interest on the Bonds from
federal or State income taxation or contests the powers of the City or the Community Facilities
District which may result in any material adverse change relating to the financial condition of the
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City or the Community Facilities District; (iv) except as disclosed in the Official Statement, wherein
an unfavorable decision, ruling or finding would materially adversely affect the financial position or
condition of the City or the Community Facilities District or would result in any material adverse
change in the ability of the City to pledge or apply the Special Taxes or to pay debt service on the
Bonds; or (v) contests the completeness or accuracy of the Preliminary Official Statement or the
Official Statement or any supplement or amendment thereto or asserts that the Preliminary Official
Statement or the Official Statement contained any untrue statement of a material fact or omitted to
state any material fact required to be stated therein or necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading; and as of the time of
acceptance hereof there is and, as of the Closing Date, there will be no known basis for any Action of
the nature described in clauses (i) through (v) of this sentence.
I. The City will furnish such information, execute such instruments and take
such other action in cooperation with the Underwriter and at the expense of the Underwriter as the
Underwriter may reasonably request in order: (i) to qualify the Bonds for offer and sale under the
“blue sky” or other securities laws and regulations of such states and other jurisdictions of the United
States of America as the Underwriter may designate; and (ii) to determine the eligibility of the Bonds
for investment under the laws of such states and other jurisdictions and will use its best efforts to
continue such qualifications in effect so long as required for the distribution of the Bonds, provided;
however, that the City will not be required to execute a special or general consent to service of
process or qualify as a foreign corporation in connection with any such qualification in any
jurisdiction.
J. The City Documents conform as to form and tenor to the descriptions thereof
contained in the Preliminary Official Statement. The City represents that the Bonds, when issued,
executed and delivered in accordance with the Fiscal Agent Agreement and sold to the Underwriter
as provided herein, will be validly issued and outstanding obligations of the City, entitled to the
benefits of the Fiscal Agent Agreement. The City and the Community Facilities District will each
comply with the covenant in the Fiscal Agent Agreement to cause the Special Taxes to be levied and
collected at the same time and in the same manner as ordinary ad valorem property taxes. The Fiscal
Agent Agreement creates a valid pledge of, first lien upon and security interest in, the Special Taxes,
and in the moneys in the Special Tax Fund established pursuant to the Fiscal Agent Agreement, on
the terms and conditions set forth in the Fiscal Agent Agreement. The Fiscal Agent Agreement
creates a valid pledge of the moneys in certain funds and accounts established pursuant to the Fiscal
Agent Agreement, subject in all cases to the provisions of the Fiscal Agent Agreement permitting the
application thereof for the purposes and on the terms and conditions set forth therein.
K. Except as disclosed in the Preliminary Official Statement, there are, to the
best of the City’s knowledge, no entities with outstanding assessment liens against any of the
properties within the Community Facilities District which are senior to or on a parity with the Special
Taxes.
L. The issuance and sale of the Bonds is not subject to any transfer or other
documentary stamp taxes of the State or any political subdivision thereof.
M. The City shall not knowingly take or omit to take any action that, under
existing law, may adversely affect the exclusion from gross income for federal income tax purposes,
or the exemption from State of California personal income tax, of the interest on the Bonds. The
City has not been notified of any listing or proposed listing by the Internal Revenue Service to the
effect that the City is a bond issuer whose arbitrage certifications may not be relied upon.
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N. Any certificate signed on behalf of the Community Facilities District by any
officer or employee of the City authorized to do so and delivered to the Underwriter in connection
with the issuance and sale of the Bonds shall be deemed to be a representation and covenant by the
Community Facilities District to the Underwriter as to the statements made therein.
O. The City will apply the proceeds of the Bonds in accordance with the Fiscal
Agent Agreement and as described in the Official Statement.
P. At or prior to the Closing, the City will have duly authorized, executed and
delivered the City Continuing Disclosure Certificate. Based on a review of previous undertakings, the
Preliminary Official Statement and the Official Statement describe the instances in which the City
has failed to comply with any previous undertakings with regard to the Rule to provide annual
reports or notices of enumerated events in the last five years.
Q. Between the date of this Purchase Agreement and the date of Closing, the
City will not offer or issue any bonds, notes or other obligations for borrowed money not previously
disclosed to the Underwriter and the City shall not create, assume or guarantee any indebtedness
payable from, or pledge or otherwise encumber, the Special Taxes or other assets, properties, funds
or interests that will be pledged as security for the Bonds pursuant to the City Documents.
R. Until such time as moneys have been set aside in an amount sufficient to pay
all then outstanding Bonds at maturity or to the date of redemption if redeemed prior to maturity,
plus unpaid interest thereon and premium, if any, to maturity or to the date of redemption if
redeemed prior to maturity, the City will faithfully perform and abide by all of the covenants,
undertakings and provisions contained in the Fiscal Agent Agreement.
S. The Preliminary Official Statement was deemed final by a duly authorized
officer of the City prior to its delivery to the Underwriter, except for the omission of such
information as is permitted to be omitted in accordance with paragraph (b)(1) of the Rule. The City
hereby covenants and agrees that, within seven (7) business days from the date hereof, or upon
reasonable written notice from the Underwriter within sufficient time to accompany any confirmation
requesting payment from any customers of the Underwriter, the City shall cause a final electronic
and/or printed form of the Official Statement as set forth in Section 1 above to be delivered to the
Underwriter in sufficient quantity to comply with paragraph (b)(4) of the Rule and Rules G-12, G-15,
G-32 and G-36 of the Municipal Securities Rulemaking Board.
T. The City hereby approves the preparation and distribution of the Official
Statement, consisting of the Preliminary Official Statement with such changes as are noted thereon
and as may be made thereto, with the approval of Bond Counsel and the Underwriter from time to
time prior to the Closing Date.
U. The issuance of the Bonds complies with the City’s “Local Agency Goals and
Policies for Community Facilities Districts,” pursuant to Section 53312.7 of the Act.
V. The total interest cost to maturity on the Bonds plus the principal amount of
such Bonds is less than the total remaining interest cost to maturity on the Prior Bonds plus the
outstanding principal amount of such Prior Bonds.
W. The City hereby ratifies any prior use of and authorizes the future use by the
Underwriter, in connection with the offering and sale of the Bonds, of the Preliminary Official
Statement, the Official Statement, this Purchase Agreement and all information contained herein, and
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all other documents, certificates and written statements furnished by the City to the Underwriter in
connection with the transactions contemplated by this Purchase Agreement.
The execution and delivery of this Purchase Agreement by the City shall constitute a
representation by the City to the Underwriter that the representations and warranties contained in this
Section 2 with respect to the City and the Community Facilities District are true as of the date hereof.
3. Conditions to the Obligations of the Underwriter. The obligation of the Underwriter
to accept delivery of and pay for the Bonds on the Closing Date shall be subject, at the option of the
Underwriter, to the accuracy in all material respects of the representations and warranties on the part
of the City, on its own behalf and on behalf of the Community Facilities District, contained herein, to
the accuracy in all material respects of the statements of the officers and other officials of the City
and the Community Facilities District made in any certificates or other documents furnished pursuant
to the provisions hereof, to the performance by the City and the Community Facilities District of
their obligations to be performed hereunder at or prior to the Closing Date and, to the following
additional conditions:
A. At the Closing Date, the Community Facilities District Resolutions, the
Formation Documents, and the City Documents shall be in full force and effect, and shall not have
been amended, modified or supplemented, except as may have been agreed to in writing by the
Underwriter, and there shall have been taken in connection therewith, with the issuance of the Bonds,
and with the transactions contemplated thereby, and by this Purchase Agreement, all such actions as,
in the opinion of Bond Counsel, shall be necessary and appropriate.
B. At the Closing Date, except as was described in the Preliminary Official
Statement, neither the City nor the Community Facilities District shall be, in any respect material to
the Bonds, the City Documents or the transactions referred to herein or contemplated hereby, in
breach of or in default under, any law or administrative rule or regulation of the State, the United
States of America, or of any department, division, agency or instrumentality of either thereof, or
under any applicable court or administrative decree or order, or under any loan agreement, note,
resolution, indenture, contract, agreement or other instrument to which the City or the Community
Facilities District, respectively, is a party or is otherwise subject or bound, and the performance by
the City or the Community Facilities District, respectively, of its obligations under the Bonds, the
City Documents, the Community Facilities District Resolutions, this Purchase Agreement and any
other instruments contemplated by any of such documents, and compliance with the provisions of
each thereof, will not conflict with or constitute a breach of or default under any applicable law or
administrative rule or regulation of the State, the United States of America or of any department,
division, agency or instrumentality of either thereof or under any applicable court or administrative
decree or order or under any loan agreement, note, resolution, indenture, contract, agreement or other
instrument to which the City or the Community Facilities District, respectively, is a party or is
otherwise subject or bound, in any manner which would materially and adversely affect the
performance by the City or the Community Facilities District, respectively, of its obligations under
the City Documents, the Bonds or the Community Facilities District Resolutions.
C. The information contained in the Official Statement is, as of the Closing Date
and as of the date of any supplement or amendment thereto pursuant hereto, true and correct in all
material respects and does not, as of the Closing Date or as of the date of any supplement or
amendment thereto, contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading.
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D. The Underwriter shall have the right to cancel its obligation to purchase the
Bonds and to terminate this Purchase Agreement by written notice to the City if, between the date of
this Purchase Agreement and the Closing Date, in the Underwriter’s sole and reasonable judgment
any of the following events shall occur (each a “Termination Event”):
1. Between the date hereof and the Closing Date, the market price or
marketability, at the initial offering prices set forth on the cover page of the Official Statement, of
the Bonds, or the ability of the Underwriter to enforce contracts for the sale of the Bonds, shall have
been materially adversely affected, in the judgment of the Underwriter (evidenced by a written
notice to the City terminating the obligation of the Underwriter to accept delivery of and pay for the
Bonds), by reason of any of the following:
a. Legislation introduced in or enacted (or resolution passed) by
the Congress of the United States of America or the legislature of the State or recommended to the
Congress by the President of the United States of America or a member of the President’s Cabinet,
the Department of the Treasury, the Internal Revenue Service or any member of Congress or
favorably reported for passage to either House of Congress by any committee of such House to
which such legislation had been referred for consideration, or a decision rendered by a court
established under Article III of the Constitution of the United States of America or by the Tax Court
of the United States of America, or an order, ruling, regulation (final, temporary or proposed), press
release or other form of notice issued or made by or on behalf of the Treasury Department of the
United States of America, the Internal Revenue Service or other federal or State authority with
appropriate jurisdiction, with the purpose or effect, directly or indirectly, of imposing federal or State
income taxation upon such interest as would be received by any owners of the Bonds beyond the
extent to which such interest is subject to taxation as of the date hereof;
b. Legislation introduced in or enacted (or resolution passed) by
the Congress, or shall have been favorably reported out of committee or be pending in committee, or
shall have been recommended to the Congress for passage by the President of the United States of
America or a member of the President’s Cabinet, or an order, decree, injunction or decision issued by
any court of competent jurisdiction, or an order, ruling, regulation (final, temporary or proposed),
press release, statement or other form of notice issued or made by or on behalf of the Securities and
Exchange Commission, or any other governmental agency having jurisdiction of the subject matter,
to the effect that obligations of the general character of the Bonds, the Resolution or the City
Documents, are not exempt from registration under or other requirements of the Securities Act of
1933, as amended, or that the Fiscal Agent Agreement is not exempt from qualification under or
other requirements of the Trust Indenture Act of 1939, as amended, or that the issuance, offering or
sale of obligations of the general character of the Bonds, as contemplated hereby or by the Official
Statement or otherwise, is or would be in violation of the federal securities laws as amended and then
in effect;
c. A general suspension of trading in securities on the New York
Stock Exchange or other major exchange shall be in force, or minimum or maximum prices for
trading shall have been fixed and be in force, or maximum ranges for prices for securities shall have
been required and be in force on any such exchange, whether by virtue of determination by that
exchange or by order of the Securities and Exchange Commission or any other governmental
authority having jurisdiction;
d. There shall have occurred (1) an outbreak or escalation of
hostilities or the declaration by the United States of a national emergency or war or (2) any other
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calamity or crisis in the financial markets of the United States or elsewhere or the escalation of such
calamity or crisis;
e. Except as disclosed in or contemplated by the Official
Statement, any material adverse change in the affairs of the City or the Community Facilities District
shall have occurred;
2. The introduction, proposal or enactment of any amendment to the
federal or California Constitution or any action by any federal or State court, legislative body,
regulatory body or other authority materially adversely affecting the tax status of the City or the
Community Facilities District, their property, income, securities (or interest thereon), the validity or
enforceability of Special Taxes;
3. Any event occurring or information becoming known which, in the
judgment of the Underwriter, makes untrue or incorrect in any material respect any statement or
information contained in the Preliminary Official Statement or in the Official Statement or has the
effect that the Preliminary Official Statement or the Official Statement contains any untrue
statement of a material fact or omits to state a material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under which they were made, not
misleading;
4. A general banking moratorium shall have been declared by federal,
State of New York or State of California officials authorized to do so or a material disruption in
securities settlement, payment or clearance services affecting the Bonds shall have occurred;
5. Any new restriction on transactions in securities materially affecting
the market for securities (including the imposition of any limitation in interest rates) or the extension
of credit by, or a charge to the net capital requirements of, underwriters shall have been established
by the New York Stock Exchange, the Comptroller of the Currency, the Securities and Exchange
Commission or any other federal or State agency or the Congress of the United States of America,
or by Executive Order;
6. A decision by a court of the United States of America shall be
rendered, or a stop order, release, regulation or no-action letter by or on behalf of the Securities and
Exchange Commission or any other governmental agency having jurisdiction of the subject matter
shall have been issued or made, to the effect that the issuance, offering or sale of the Bonds as
contemplated by this Purchase Agreement or by the Official Statement, or any document relating to
the issuance, offering or sale of the Bonds is or would be in violation of any provision of the federal
securities laws at the Closing Date, including the Securities Act of 1933, the Securities Exchange
Act of 1934 and the Trust Indenture Act of 1939;
7. Any proceeding shall have been commenced or be threatened in
writing by the Securities and Exchange Commission against the City or the Community Facilities
District.
8. [Any rating of the Insurer is reduced or withdrawn or placed on credit
watch with negative outlook by any major credit rating agency.]
9. Any rating on the Bonds is reduced or withdrawn or placed on credit
watch with negative outlook by any major credit rating agency.
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10. The commencement of an Action described in Section 2(H).
Upon the occurrence of a Termination Event and the termination of this Purchase Agreement
by the Underwriter, all obligations of the City, the Community Facilities District, and the
Underwriter under this Agreement shall terminate, without further liability, except that the City and
the Underwriter shall pay their respective expenses as set forth in Section 6 below.
E. At or prior to the Closing Date, the Underwriter shall have received a
counterpart original or certified copy of the following documents, in each case satisfactory in form
and substance to the Underwriter:
1. Official Statement. The Official Statement and each supplement or
amendment, if any thereto, executed by an authorized officer of the City;
2. Fiscal Agent Agreement. The Fiscal Agent Agreement, duly
executed and delivered by the City and the Fiscal Agent;
3. Resolutions. Certifications by the City Clerk with respect to each
resolution and ordinance of the City Council, for the City or as the legislative body of the
Community Facilities District, relating to the City Documents, the transactions contemplated thereby,
formation of the Community Facilities District and issuance of the Bonds;
4. City Continuing Disclosure Certificate. The City Continuing
Disclosure Certificate executed and delivered by the City;
5. Escrow Agreement. An executed copy of the Escrow Agreement.
6. Bond Counsel Opinion. An unqualified approving opinion for the
Bonds, dated the Closing Date and addressed to the City, of Bond Counsel, to the effect that the
Bonds are the valid, legal and binding obligations of the City and that the interest thereon is excluded
from gross income for federal income tax purposes and exempt from personal income taxes of the
State, in substantially the form included as Appendix C to the Official Statement, together with a
letter of Bond Counsel, dated the Closing Date and addressed to the Underwriter, to the effect that
such opinion addressed to the City may be relied upon by the Underwriter to the same extent as if
such opinion was addressed to it;
7. Supplemental Opinion. A supplemental opinion or opinions, dated
the Closing Date and addressed to the Underwriter, of Bond Counsel, to the effect that:
(i) this Purchase Agreement has been duly authorized, executed
and delivered by the City and, assuming due authorization, execution and delivery by the other
parties thereto, constitutes the legal, valid and binding agreement of the City and is enforceable in
accordance with its terms, except to the extent that enforceability may be limited by moratorium,
bankruptcy, reorganization, insolvency or other similar laws affecting creditors’ rights generally or
by the exercise of judicial discretion in accordance with general principles of equity or otherwise in
appropriate cases and by limitations on legal remedies against public agencies in the State;
(ii) the Bonds are not subject to the registration requirements of
the Securities Act of 1933, as amended, and the Fiscal Agent Agreement is exempt from qualification
under the Trust Indenture Act of 1939, as amended;
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(iii) the information contained in the Official Statement on the
cover and under the captions “THE BONDS” (other than by reference Appendix E – DTC AND
THE BOOK-ENTRY ONLY SYSTEM), “SECURITY AND SOURCES OF PAYMENT FOR THE
BONDS,” “LEGAL OPINION,” “TAX MATTERS” and in Appendix C to the Official Statement
(excluding any financial, statistical and economic data, forecasts, numbers, charts, graphs, estimates,
projections, and assumptions and any information regarding The Depository Trust Company and the
book-entry system as to which Bond Counsel need express no opinion or view, and further,
excluding any material that may be treated as included under such captions by cross-reference), are
accurate insofar as such statements purport to summarize certain provisions of the Bonds, the Fiscal
Agent Agreement, Bond Counsel’s final approving opinion and the Community Facilities District
Act; and
(iv) the Community Facilities District has been duly formed, and
the Special Taxes have been duly and validly levied in accordance with the provisions of the Act and,
except to the extent prohibited by moratorium, bankruptcy, reorganization, fraudulent conveyance or
transfer, insolvency or other similar laws affecting creditors’ rights generally, a lien to secure
payment of the Special Taxes has been imposed on taxable property in the Community Facilities
District;
8. Defeasance Opinion. An opinion of Bond Counsel, addressed to the
City, the Underwriter and the Escrow Bank, dated the date of Closing, as to the effective defeasance
of the Prior Bonds in form and substance acceptable to the Underwriter;
9. City Attorney Opinion. An opinion, dated the Closing Date and
addressed to the Underwriter, of the City Attorney to the City and counsel to the Community
Facilities District, substantially in the form of Appendix B hereto;
10. Closing Certificate of the City. A certificate, dated the Closing Date,
and signed by an authorized officer of the City substantially in the form of Appendix C hereto,
together with such additional certifications as Bond Counsel may require;
11. Bank Incumbency Certificate. Certified copies of the general
resolution of the Fiscal Agent authorizing the execution and delivery of certain documents by certain
officers of the Fiscal Agent, which resolution authorizes the execution of the Fiscal Agent Agreement
and the authentication of the Bonds;
12. Fiscal Agent’s Certificate. A certificate of the Fiscal Agent, dated the
Closing Date, in form and substance acceptable to the Underwriter and its counsel, substantially in
the form of Appendix D hereto;
13. Fiscal Agent’s Counsel Opinion. An opinion of counsel to the Fiscal
Agent, dated the Closing Date, addressed to the Underwriter and the City, substantially in the form of
Appendix E hereto;
14. Disclosure Counsel Opinion. An opinion, dated the Closing Date and
addressed to the Underwriter and to the City, of Jones Hall, A Professional Law Corporation, as
disclosure counsel (“Disclosure Counsel”), in form and substance acceptable to the Underwriter;
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15. Opinion of Underwriter’s Counsel. An opinion of Kutak Rock LLP,
counsel to the Underwriter, dated the date of the Closing, addressed to the Underwriter, in form and
substance acceptable to the Underwriter;
16. Special Tax Administrator Certificate. A certificate, dated the
Closing Date from Willdan Financial Services substantially in the form attached as Appendix F
hereto;
17. Transcript. A transcript of all proceedings relating to the
authorization, issuance, sale and delivery of the Bonds, including certified copies of the Fiscal Agent
Agreement and all resolutions of the City and the Community Facilities District relating thereto;
18. Nonarbitrage Certificate. A certificate of the City, dated the Closing
Date, in a form acceptable to Bond Counsel and the Underwriter, that the Bonds are not arbitrage
bonds within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended;
19. Specimen Bonds. Copies of the Specimen Bonds;
20. Issue Price Certificate. An issue price certificate of the Underwriter
in the form attached as Appendix G hereto;
21. Certificate of Underwriter. A certificate from the Underwriter to the
City, in form satisfactory to the City and signed by an authorized officer of the Underwriter,
accepting delivery of the Bonds to the Underwriter and receipt of all documents required by the
Underwriter, and the satisfaction or waiver of all conditions and terms of this Purchase Agreement by
the City, and confirming to the City that as of the Closing Date, all of the representations of the
Underwriter contained in this Purchase Agreement are true, complete and correct in all material
respects;
22. Form 8038-G. An Information Return for Tax-Exempt Bond Issues
(Internal Revenue Service Form 8038-G), in a form satisfactory to Bond Counsel for filing, executed
by a duly authorized officer of the City, together with evidence that such Form 8038-G has been
mailed;
23. CDIAC Statements. Copies of filings with the California Debt and
Investment Advisory Commission relating to the issuance of the Bonds;
24. Letter of Representations. A copy of the Blanket Letter of
Representations to DTC relating to the Bonds signed by the City;
25. Escrow Bank Certificate. A certificate or certificates of the Escrow
Bank, dated the Closing Date, in form and substance acceptable to the Underwriter and Bond
Counsel.
26. Ratings. Evidence as of the Closing Date satisfactory to the
Underwriter that the Bonds have received the ratings as set forth in the Official Statement and that
such ratings have not been revoked or downgraded.
27. [Insurance Policy. Copy of the Insurance Policy issued by the
Insurer.
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28. Reserve Surety. Copy of the Reserve Surety issued by the Insurer
29. Certificate of Insurer. A certificate of the Insurer in form and
substance satisfactory to Bond Counsel and the Underwriter, including a certificate of the appropriate
agent of the Insurer evidencing Insurer’s determination that the information contained in the Official
Statement regarding the Insurer, the Reserve Surety and the Insurance Policy with respect to the
Bonds is accurate.
30. Opinion of Counsel to the Insurer. An opinion of counsel to the
Insurer, dated as of the date of Closing, addressed to the Underwriter and the City in form and
substance acceptable to Bond Counsel and the Underwriter, substantially to the effect that: (a) the
Insurer has been duly incorporated and is validly existing and in good standing under the laws of the
State of its incorporation; (b) the Insurance Policy constitutes the legal, valid and binding obligation
of the Insurer enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy,
insolvency, reorganization, rehabilitation and other similar laws of general applicability relating to or
affecting creditors’ and/or claimants’ rights against insurance companies and to general equity
principles; and (c) the information contained in the Official Statement under the caption “BOND
INSURANCE” does not contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.]
31. Escrow Verification. An escrow verification report of _______ with
respect to the refunding of the Prior Bonds.
32. Additional Documents. Such additional legal opinions, certificates,
instruments and other documents as the Underwriter may reasonably request to evidence the truth
and accuracy, as of the date hereof and as of the Closing Date, of the material representations and
warranties of the City, on its own behalf and on behalf of the Community Facilities District,
contained herein, and of the statements and information contained in the Official Statement and the
due performance or satisfaction by the City at or prior to the Closing of all agreements then to be
performed and all conditions then to be satisfied by the City and the Community Facilities District in
connection with the transactions contemplated hereby and by the Fiscal Agent Agreement and the
Official Statement.
If the City shall be unable to satisfy the conditions to the obligations of the Underwriter to
purchase, accept delivery of and pay for the Bonds contained in this Purchase Agreement, or if the
obligations of the Underwriter to purchase, accept delivery of and pay for the Bonds shall be
terminated for any reason permitted by this Purchase Agreement, this Purchase Agreement shall
terminate and neither the City nor the Underwriter shall be under any further obligation hereunder,
except that the respective obligations of the Underwriter and the City set forth in Section 6 hereof
shall continue in full force and effect.
4. Representations and Agreements of the Underwriter. The Underwriter represents to
and agrees with the City that, as of the date hereof and as of the date of the Closing:
A. The Underwriter is duly authorized to execute and deliver this Purchase
Agreement and to take any action under the Purchase Agreement required to be taken by it.
B. The Underwriter is in compliance with MSRB Rule G-37 with respect to the
City and the Community Facilities District, and is not prohibited thereby from acting as underwriter
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with respect to securities of the City and the Community Facilities District. The Underwriter is in
compliance with MSRB Rule G-17 with respect to the City and the Community Facilities District.
C. The Underwriter has, and has had, no financial advisory relationship with the
City or the Community Facilities District with respect to the Bonds, and no investment firm
controlling, controlled by or under common control with the Underwriter has or has had any such
financial advisory relationship, within the meaning of California Government Code Section 53590,
or otherwise.
D. The Underwriter has not paid or agreed to pay, nor will it pay or agree to pay,
any entity, company, firm or person (including, but not limited to, the City’s financial consultants, or
any officer, agent or employee thereof), other than a bona fide officer, agent or employee working for
the Underwriter, any compensation, fee, gift or other consideration contingent upon or resulting from
the award of or entering into this Purchase Agreement.
E. The Underwriter has reasonably determined that the City’s undertaking in the
City Continuing Disclosure Certificate to provide continuing disclosure with respect to the Bonds is
sufficient to effect compliance with the Rule.
5. Establishment of Issue Price.
A. The Underwriter agrees to assist the City in establishing the issue price of the
Bonds and shall execute and deliver to the City at Closing an “issue price” or similar certificate,
together with the supporting pricing wires or equivalent communications, substantially in the form
attached hereto as Appendix G, with such modifications as may be appropriate or necessary, in the
reasonable judgment of the Underwriter, the City and Bond Counsel, to accurately reflect, as
applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds.
B. Except as otherwise set forth in Appendix A attached hereto, the City will
treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public
as the issue price of that maturity. At or promptly after the execution of this Purchase Agreement, the
Underwriter shall report to the City the price or prices at which it has sold to the public each maturity
of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the
Underwriter agrees to promptly report to the City the prices at which it sells the unsold Bonds of that
maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has
occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% test has
been satisfied as to the Bonds of that maturity, provided that, the Underwriter’s reporting obligation
after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the City
or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different
interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity
of the Bonds.
C. The Underwriter confirms that it has offered the Bonds to the public on or
before the date of this Purchase Agreement at the offering price or prices (the “initial offering
price”), or at the corresponding yield or yields, set forth in Appendix A attached hereto. Appendix A
also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for
which the Underwriter represents that (i) the 10% test has been satisfied (assuming orders are
confirmed by the close of the business day immediately following the date of this Purchase
Agreement) and (ii) the 10% test has not been satisfied and for which the City and the Underwriter
agree that the restrictions set forth in the next sentence shall apply, which will allow the City to treat
the initial offering price to the public of each such maturity as of the sale date as the issue price of
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that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule
remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold
Bonds of that maturity to any person at a price that is higher than the initial offering price to the
public during the period starting on the sale date and ending on the earlier of the following:
a. the close of the fifth (5th) business day after the sale date; or
b. the date on which the Underwriter has sold at least 10% of that
maturity of the Bonds to the public at a price that is no higher than the initial offering price to
the public.
The Underwriter will advise the City promptly after the close of the fifth (5th) business day
after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is
no higher than the initial offering price to the public.
D. The Underwriter confirms that:
(i) any selling group agreement and any third-party distribution agreement relating to the
initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain
language obligating each dealer who is a member of the selling group and each broker-dealer that is a
party to such third-party distribution agreement, as applicable:
(A)(i) to report the prices at which it sells to the public the unsold Bonds of each
maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that
maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been
satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing
Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter and (ii) to
comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the
Underwriter,
(B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge,
are made to a purchaser who is a related party to an underwriter participating in the initial sale of the
Bonds to the public (each such term being used as defined below), and
(C) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the
Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the
public.
(ii) any selling group agreement relating to the initial sale of the Bonds to the public,
together with the related pricing wires, contains or will contain language obligating each dealer that
is a party to a third-party distribution agreement to be employed in connection with the initial sale of
the Bonds to the public to require each broker-dealer that is a party to such third-party distribution
agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity
allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity
allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has
been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the
Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or
the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as
directed by the Underwriter or the dealer and as set forth in the related pricing wires.
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E. The City acknowledges that, in making the representation set forth in this
section, the Underwriter will rely on (i) in the event a selling group has been created in connection
with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the
selling group to comply with the requirements for establishing issue price of the Bonds, including,
but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the
Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event
that a third-party distribution agreement was employed in connection with the initial sale of the
Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply
with the requirements for establishing issue price of the Bonds, including, but not limited to, its
agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in
the third-party distribution agreement and the related pricing wires. The City further acknowledges
that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling
group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with
its corresponding agreement to comply with the requirements for establishing issue price of the
Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if
applicable to the Bonds.
F. The Underwriter acknowledges that sales of any Bonds to any person that is a
related party to an underwriter participating in the initial sale of the Bonds to the public (each such
term being used as defined below) shall not constitute sales to the public for purposes of this section.
Further, for purposes of this section:
a. “public” means any person other than an underwriter or a related
party;
b. “underwriter” means (A) any person that agrees pursuant to a written
contract with the City (or with the lead underwriter to form an underwriting syndicate) to
participate in the initial sale of the Bonds to the public and (B) any person that agrees
pursuant to a written contract directly or indirectly with a person described in clause (A) to
participate in the initial sale of the Bonds to the public (including a member of a selling
group or a party to a third-party distribution agreement participating in the initial sale of the
Bonds to the public);
c. a purchaser of any of the Bonds is a “related party” to an underwriter
if the underwriter and the purchaser are subject, directly or indirectly, to (A) more than 50%
common ownership of the voting power or the total value of their stock, if both entities are
corporations (including direct ownership by one corporation of another), (B) more than 50%
common ownership of their capital interests or profits interests, if both entities are
partnerships (including direct ownership by one partnership of another), or (C) more than
50% common ownership of the value of the outstanding stock of the corporation or the
capital interests or profit interests of the partnership, as applicable, if one entity is a
corporation and the other entity is a partnership (including direct ownership of the applicable
stock or interests by one entity of the other); and
d. “sale date” means the date of execution of this Purchase Agreement
by all parties.
6. Expenses.
A. Whether or not the Underwriter accepts delivery of and pays for the Bonds as
set forth herein, it shall be under no obligation to pay, and the City shall pay out of the proceeds of
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the Bonds or any other legally available funds of the City, all expenses incidental to the performance
of the City’s obligations hereunder, including but not limited to the cost of printing and delivering the
Bonds to the Underwriter; the costs of printing and shipping the Preliminary Official Statement and
the Official Statement; the fees and disbursements of the City, the Community Facilities District, the
Fiscal Agent, the Escrow Bank, Bond Counsel, Disclosure Counsel, accountants and any other
experts or consultants retained by the City or the Community Facilities District in connection with
the issuance and sale of the Bonds; and any other expenses not specifically enumerated in paragraph
(B) of this Section incurred in connection with the issuance and sale of the Bonds.
B.Whether or not the Bonds are delivered to the Underwriter as set forth herein,
the City shall be under no obligation to pay, and the Underwriter shall be responsible for and pay,
CUSIP® and CDIAC fees and expenses to qualify the Bonds for sale under any “blue sky” laws; and
all other expenses incurred by the Underwriter in connection with its public offering and distribution
of the Bonds not specifically enumerated in paragraph (A) of this Section, including the fees and
disbursements of its counsel.
7. Undertakings of the City. The City agrees: (a) to inform the Underwriter, from time
to time, upon the reasonable request of the Underwriter, of the amount then on deposit in the Reserve
Fund and all accounts thereunder; and (b) to make available to the Underwriter, upon reasonable
request of the Underwriter, at the expense of the City, sufficient copies of its audited financial
statements, if any, and any resolutions of its legislative body with respect to the Community
Facilities District Resolutions, the Bonds, the Fiscal Agent Agreement, the Official Statement, any
amendments or supplements thereto, and other documents relating to the Bonds and pertaining to the
City or the Community Facilities District adopted or executed, as the case may be, after the Closing
Date, to the extent that such documents are publicly available.
8. Notices. Any notice of other communication to be given to the City under this
Purchase Agreement may be given by delivering the same in writing to the City of Moorpark, 323
Science Dr., Moorpark, California 93021, Attention: City Manager; any notice or other
communication to be given to the Underwriter under this Purchase Agreement may be given by
delivering the same in writing to Hilltop Securities Inc., 777 S. Hwy 101, Suite 104, Solana Beach,
California 92075, Attention: Public Finance Department. All such notices, requests or other
communications may be made by telephone, personal or courier delivery, registered or certified mail,
facsimile transmission or electronic communication, provided that delivery by facsimile transmission
or electronic communication must be confirmed by the sender. The City and the Underwriter may,
by notice given as aforesaid, specify a different address for any such notices, requests or other
communications.
9. Parties In Interest. This Purchase Agreement is made solely for the benefit of the
City and the Underwriter (including any successors or assignees of the Underwriter) and no other
person shall acquire or have any right hereunder or by virtue hereof. The City and the Underwriter
may not assign this Agreement. The term “successor” shall not include any holder of any Bonds
merely by virtue of such holding.
10. Survival of Representations and Warranties. The representations and warranties of
the City under this Purchase Agreement shall not be deemed to have been discharged, satisfied or
otherwise rendered void by reason of the Closing and regardless of any investigations made by or on
behalf of the Underwriter (or statements as to the results of such investigations) concerning such
representations and statements of the City or the Community Facilities District and regardless of
delivery of and payment for the Bonds.
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11. Severability. If any provision of this Purchase Agreement is, or is held or deemed to
be, invalid, inoperative or unenforceable as applied in any particular case in any jurisdiction or
jurisdictions, because it conflicts with any provisions of any constitution, statute, rule of public
policy or for any other reason, such circumstances shall not make the provision in question invalid,
inoperative or unenforceable in any other case or circumstance, or make any other provision or
provisions of this Agreement invalid, inoperative or unenforceable to any extent whatsoever.
12. Execution in Counterparts. This Purchase Agreement may be executed by the parties
hereto in separate counterparts, each of which when so executed and delivered shall be an original,
but all such counterparts shall together constitute but one and the same instrument.
13. Effective. This Purchase Agreement shall become effective and binding upon the
respective parties hereto upon the execution of the acceptance hereof by the City and shall be valid
and enforceable as of the time of such acceptance.
14. No Prior Agreements. This Purchase Agreement supersedes and replaces all prior
negotiations, agreements and understanding between the parties hereto in relation to the sale of the
Bonds by the City.
15. Governing Law. This Purchase Agreement shall be governed by the laws of the
State.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
280
16. Effective Date. This Purchase Agreement shall become effective and binding upon
the respective parties hereto upon the execution of the acceptance hereof by the City and shall be
valid and enforceable as of the time of such acceptance.
Very truly yours,
HILLTOP SECURITIES INC.
By:
Its: Authorized Officer
The foregoing is hereby agreed to and
accepted as of the date first above written:
CITY OF MOORPARK,
FOR AND ON BEHALF OF
COMMUNITY FACILITIES DISTRICT
NO. 2004-1 (MOORPARK HIGHLANDS)
By:
Authorized Representative
Time of Execution: _____________ p.m. California time
[EXECUTION PAGE OF BOND PURCHASE AGREEMENT – CITY OF MOORPARK
COMMUNITY FACILITIES DISTRICT NO. 2004-1 (MOORPARK HIGHLANDS) 2025
SPECIAL TAX REFUNDING BONDS]
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APPENDIX A
$___________
CITY OF MOORPARK
COMMUNITY FACILITIES DISTRICT NO. 2004-1
(MOORPARK HIGHLANDS)
2025 SPECIAL TAX REFUNDING BONDS
MATURITY SCHEDULE
Maturity
(September 1)
Principal
Amount
Interest
Rate Yield Price
10% Test
Satisfied*
10% Test
Not
Satisfied
Subject to
Hold-The-
Offering-
Price Rule
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
_________________________________
(C) Priced to optional call at [par] on September 1, 20__.
* At the time of execution of this Purchase Agreement and assuming orders are confirmed by the close of the
business day immediately following the date of this Purchase Agreement.
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APPENDIX B
OPINION OF CITY ATTORNEY
[Closing Date]
Hilltop Securities Inc.
Solana Beach, California
City of Moorpark
Community Facilities District No. 2004-1
(Moorpark Highlands)
Moorpark, California
Re: City of Moorpark Community Facilities District No. 2004-1 (Moorpark Highlands)
2025 Special Tax Refunding Bonds
Ladies and Gentlemen:
We have acted as City Attorney for the City of Moorpark (the “City”) and counsel for the
Community Facilities District No. 2004-1 (Moorpark Highlands) (the “Community Facilities
District”), in connection with the purchase and sale of the City of Moorpark Community Facilities
District No. 2004-1 (Moorpark Highlands) 2025 Special Tax Refunding Bonds (the “Bonds”). As
such Counsel, we have reviewed the Bond Purchase Agreement, dated [BPA Date] (the “Purchase
Agreement”), by and between Hilltop Securities Inc. (the “Underwriter”) and the City, the Fiscal
Agent Agreement, dated as of ______ 1, 2025 (the “Fiscal Agent Agreement”), between the City and
The Bank of New York Mellon Trust Company, N.A., as fiscal agent (the “Fiscal Agent”), the City
Continuing Disclosure Certificate, dated [Closing Date], executed by the City (the “City Continuing
Disclosure Certificate”), the Preliminary Official Statement, dated [POS Date], relating to the Bonds
(the “Preliminary Official Statement”), the Official Statement, dated [BPA Date], relating to the
Bonds (the “Official Statement”), Resolution No. ___ adopted by the City Council of the City on
__________ (“Bond Resolution”), and such other documents, certificates, records and papers as we
have deemed necessary to render the below opinions.
The Bonds, Fiscal Agent Agreement, the Escrow Agreement, the Purchase Agreement, and
the City Continuing Disclosure Certificate, are collectively referred to herein as the “Bond
Documents.” Capitalized terms used herein and not otherwise defined shall have the meanings
assigned to them in the Purchase Agreement.
With your permission we have assumed, without undertaking to verify the same by
independent investigation, the following: (a) the authenticity of original documents and the
genuineness of all signatures (other than those of the City and the Community Facilities District); (b)
the conformity to the originals of all documents submitted to us as copies; (c) the truth, accuracy, and
completeness of the information, representations, and warranties contained in these documents,
certificates, records and papers we have reviewed; and (d) compliance with all covenants and
agreements contained in such documents.
Based on the foregoing, and in reliance thereon, as of the date hereof, we are of the following
opinions:
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1. The City is a municipal corporation duly organized and validly existing pursuant to
the Constitution and laws of the State of California;
2. The Community Facilities District is duly organized and validly existing as a
community facilities district under the Constitution and laws of the State;
3. The Bond Resolution was duly adopted at a meeting of the City Council, which
meeting was duly called and held pursuant to law and with all public notice required by law and at
which a quorum was present and acting throughout;
4. The preparation and distribution of the Preliminary Official Statement and the
Official Statement have been duly approved by the City Council, acting for itself or as the Legislative
Body of the Community Facilities District;
5. The execution and delivery by the City of the Bond Documents, and the Bonds and
the performance of its obligations thereunder have been duly authorized by all requisite action of the
City Council, acting for itself or as the Legislative Body of the Community Facilities District, and the
Bonds and the Bond Documents have been duly executed and delivered by the Community Facilities
District, and constitute legal, valid and binding obligations of the Community Facilities District
enforceable against the Community Facilities District, in accordance with their respective terms,
subject to bankruptcy, insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors’ rights in general and to the application of equitable principles if equitable
remedies are sought;
6. To the best of our knowledge, no action, suit, proceeding, inquiry or investigation, at
law or in equity, before or by any court, regulatory agency, public board or body is pending or to the
best of such counsel’s knowledge, threatened in any way affecting the existence of the City or the
Community Facilities District or the titles of the officers of each to their respective offices, or
seeking to restrain or to enjoin the execution and delivery of the Bond Documents, or the issuance,
sale or delivery of the Bonds or the application of the proceeds thereof or the collection or
application of the Special Taxes, or the exclusion from gross income for State personal income taxes
of interest on the Bonds, or in any way contesting or affecting the validity or enforceability of the
Bonds, the Bond Documents or any action of the City or the Community Facilities District
contemplated by any of said documents or in any way contesting the completeness or accuracy of the
Preliminary Official Statement or the Official Statement or the powers of the City or its authority
with respect to the Purchase Agreement or any other applicable agreement, or any action on the part
of the City or the Community Facilities District contemplated by any of said documents;
7. To the best of our knowledge, the City and the Community Facilities District are not
in breach of or in default under any court or administrative decree or order, or under any loan
agreement, note, resolution, indenture, contract, agreement or other instrument to which the City or
the Community Facilities District is a party or is otherwise subject or bound, including the Bond
Documents, a consequence of which could be to materially and adversely affect the ability of the
City or the Community Facilities District to perform their obligations under the Bonds, the Bond
Documents or which, with the passage of time or the giving of notice or both, would constitute an
event of default thereunder; and;
8. To the best of our knowledge, the adoption of the Bond Resolution and the execution
and delivery of the Bonds and the Bond Documents, did not and will not conflict with or constitute a
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B-3
breach of or default under any applicable court or administrative decree or order, or under any loan
agreement, note, ordinance, resolution, indenture, contract, agreement or other instrument to which
the City or the Community Facilities District, as the case may be, is a party or is otherwise subject or
bound, a consequence of which could be to materially and adversely affect the ability of City or the
Community Facilities District to perform their obligations under the Bonds or any Bond Documents.
The opinions set forth above are subject to the following additional qualifications:
General principles of equity, regardless of whether such enforceability is considered in a
proceeding in equity or at law; and limitations imposed by bankruptcy, insolvency, fraudulent
conveyance, receivership, conservatorship, reorganization, arrangement, liquidation, moratorium or
other similar laws affecting the enforcement of creditors’ rights in general heretofore or hereafter
enacted, as such laws may be applied in the event of bankruptcy, insolvency, reorganization,
arrangement, receivership, conservatorship, liquidation, readjustment of debt or other similar
proceedings of, or moratorium or similar occurrence affecting municipal corporations in the State.
We express no opinion as to matters governing by laws other than the laws of the State and
the federal laws of the United States of America, or the enforceability of any choice of law provision
in the documents described herein.
This opinion is solely for your benefit in connection with the transactions covered by the first
paragraph of this letter and may not be relied upon or used by, circulated, quoted or referred to, nor
may copies hereof be delivered to, any other person or for any other purpose without our prior
written approval; provided, however, copies of this opinion may be included in the closing transcripts
for the transactions connected with the issuance of the Bonds. We disclaim any obligation to update
this opinion letter for events occurring or coming to our attention after the date hereof.
Respectfully submitted,
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APPENDIX C
CITY OF MOORPARK
COMMUNITY FACILITIES DISTRICT NO. 2004-1
(MOORPARK HIGHLANDS)
2025 SPECIAL TAX REFUNDING BONDS
CLOSING CERTIFICATE OF THE CITY
I, the undersigned, hereby certify that I am the ________ of the City of Moorpark (the
“City”), the City Council (the “City Council”) of which is the Legislative Body for Community
Facilities District No. 2004-1 (Moorpark Highlands) (the “Community Facilities District”), a
community facilities district duly organized and existing under the laws of the State of California (the
“State”) and I am authorized to execute this Certificate on behalf of the City in connection with the
issuance of the above-captioned bonds (the “Bonds”). All capitalized terms herein not otherwise
defined shall have the meanings given such terms in the Bond Purchase Agreement (the “Bond
Purchase Agreement”), dated [BPA Date], by and between the City and Hilltop Securities Inc.
I further certify on behalf of the City that:
(i) The representations, warranties and covenants of the City contained in the Bond
Purchase Agreement, made on behalf of the City and the Community Facilities District, are true and
correct in all material respects on and as of the date hereof as if made on the date hereof;
(ii) The Community Facilities District Resolutions, Formation Documents and the City
Documents are in full force and effect and have not been amended, modified or supplemented;
(iii) Except as described in the Official Statement, there is no action, suit, proceeding,
inquiry or investigation at law or in equity, or by any court or regulatory agency, public board or
body pending, with respect to which the City or the Community Facilities District has been served
with process, or to the best knowledge of the City or the Community Facilities District, threatened
wherein an unfavorable decision, ruling or finding would: (a) affect the creation, organization,
existence or powers of the City or the Community Facilities District, or the titles of their officers to
their respective offices, (b) enjoin or restrain the issuance, sale and delivery of the Bonds, the levy or
collection of the Special Taxes or any other moneys or property pledged or to be pledged under the
Fiscal Agent Agreement, or the pledge thereof, (c) in any way question or affect any of the rights,
powers, duties or obligations of the City or the Community Facilities District with respect to the
Special Taxes or moneys and assets pledged or to be pledged to pay the principal of, premium, if any,
or interest on the Bonds, (d) in any way question or affect any authority for the issuance of the
Bonds, or the validity or enforceability of the Bonds or the proceedings relating to the issuance of the
Bonds, or (e) in any way question or affect the Bond Purchase Agreement or the transactions
contemplated thereby, the Official Statement or the City Documents;
(iv) The information in the Preliminary Official Statement (other than statements
pertaining to the [Insurer, the Reserve Surety, the Insurance Policy or] the book-entry system as to
which no view is expressed) as of its date was and as of the date hereof is, and in the Official
Statement (other than statements pertaining to the [Insurer, the Reserve Surety, the Insurance Policy
or] the book-entry system as to which no view is expressed) as of its date was and as of the date
hereof is, true and correct in all material respects and does not contain any untrue statement of a
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C-2
material fact or omit to state a material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading;
(v) The City has complied with all agreements and covenants, and satisfied all
conditions, on its part to be complied with or satisfied under the Bond Purchase Agreement and
under the Community Facilities District Resolutions, the Formation Documents, the City Documents
and the Official Statement at or prior to the date hereof;
(vi) No event has occurred since the date of the Official Statement which either makes
untrue or incorrect in any material respect as of the date hereof any statement or information
contained in the Preliminary Official Statement or the Official Statement (other than statements
pertaining to the [Insurer, the Reserve Surety, the Insurance Policy or] the book-entry system as to
which no view is expressed) or is not reflected in the Official Statement but should be reflected
therein in order to make the statements and information therein not misleading in any material
respect;
(vii) The use of and distribution by the Underwriter of the Preliminary Official Statement
and the Official Statement in connection with the offer and sale of the Bonds is hereby ratified; and
(viii) The City and the Community Facilities District are each in compliance with all
covenants set forth in the Fiscal Agent Agreement.
IN WITNESS WHEREOF, the undersigned has executed this certificate as of the date set
forth below.
Dated: [Closing Date] CITY OF MOORPARK
By:
Its:
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D-1
APPENDIX D
FISCAL AGENT’S CERTIFICATE
The undersigned is an authorized officer of The Bank of New York Mellon Trust Company,
N.A. (the “Bank”), and as such, is familiar with the facts herein certified and is authorized and
qualified to state and certify the following:
(i) The Bank is duly organized and existing as a national banking association
under the laws of the United States of America, having the full power and authority to accept and
perform its duties under the Fiscal Agent Agreement, dated as of ______ 1, 2025 (the “Fiscal Agent
Agreement”), between the City and the Bank, as Fiscal Agent. Capitalized terms used herein and not
otherwise defined have the meanings given to such terms in the Bond Purchase Agreement, dated
[BPA Date], by and between the City and Hilltop Securities Inc.;
(ii) Pursuant to the Fiscal Agent Agreement, the Bank will apply the proceeds from
the Bonds to the purposes specified in the Fiscal Agent Agreement;
(iii) The Bank is duly authorized to accept the obligations created by the Fiscal
Agent Agreement and to authenticate the Bonds pursuant to the terms of the Fiscal Agent
Agreement;
(iv) The Fiscal Agent Agreement has been duly authorized, executed and delivered
by the Bank and, assuming due authorization, execution and delivery thereof by the other parties
thereto, constitutes a valid and binding agreement of the Bank enforceable against the Bank in
accordance with its terms;
(v) The Bonds have been validly authenticated and delivered by the Bank pursuant
to the Fiscal Agent Agreement;
(vi) No consent, approval, authorization or other action by any governmental or
regulatory authority having jurisdiction over the Bank that has not been obtained is or will be
required for the authentication of the Bonds or the consummation by the Bank of the other
transactions contemplated to be performed by the Bank in connection with the authentication of the
Bonds and the acceptance and performance of the obligations created by the Fiscal Agent
Agreement;
(vii) There is no action, suit, proceeding, inquiry or investigation, at law or in
equity, before or by any court, regulatory agency, public board or body that has been served on the
Bank or, to the best of its knowledge, threatened in any way affecting the existence of the Bank, or
seeking to restrain or to enjoin the execution and delivery of the Fiscal Agent Agreement or the
authentication of the Bonds, by the Bank, or in any way contesting or affecting the validity or
enforceability, as against the Bank, of the Fiscal Agent Agreement or any action of the Bank
contemplated by any of said documents, or in which an adverse outcome would materially and
adversely affect the ability of the Bank to perform its obligations under the Fiscal Agent Agreement;
(viii) The Bank is not in breach of or in default under any applicable law or
administrative rule or regulation of the State of California (the “State”) or the United States of
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America, or of any department, division, agency or instrumentality of either thereof, or under any
applicable court or administrative decree or order, or under any loan agreement, note, resolution,
indenture, contract, agreement or other instrument to which the Bank is a party or is otherwise
subject or bound, a consequence of which could be to materially and adversely affect the ability of
the Bank to perform its obligations under the Fiscal Agent Agreement (provided, however, that the
Bank does not certify as to compliance with State or federal securities laws); and
(ix) The authentication of the Bonds, and the execution and delivery of the Fiscal
Agent Agreement by the Bank, and compliance with the provisions of each, will not conflict with or
constitute a breach of or default under any applicable law or administrative rule or regulation of the
State or the United States of America, or of any department, division, agency or instrumentality of
either thereof, or under any applicable court or administrative decree or order, or under any loan
agreement, note, ordinance, resolution, Fiscal Agent Agreement, contract, agreement or other
instrument to which the Bank is a party or is otherwise subject or bound, a consequence of which
could be to materially and adversely affect the ability of the Bank to perform its obligations under the
Fiscal Agent Agreement.
Dated: [Closing Date] THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.,
as Fiscal Agent
By:
Authorized Officer
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APPENDIX E
FISCAL AGENT’S COUNSEL OPINION
[Closing Date]
City of Moorpark
Community Facilities District No. 2004-1 (Moorpark Highlands)
Moorpark, California
Hilltop Securities Inc.
Solana Beach, California
Re: City of Moorpark Community Facilities District No. 2004-1 (Moorpark
Highlands) 2025 Special Tax Refunding Bonds
Ladies and Gentlemen:
We have acted as counsel for The Bank of New York Mellon Trust Company, N.A., a
national banking association (the “Bank”) in connection with the execution by the Bank of the Fiscal
Agent Agreement, dated as of ______ 1, 2025 (the “Fiscal Agent Agreement”), between the City and
the Bank, as Fiscal Agent. We are generally familiar with the Articles of Association and the Bylaws
of the Bank and are also familiar with the corporate proceedings of the Bank with regard to its
authorization, execution and delivery of the Fiscal Agent Agreement. Capitalized terms used herein
shall have the respective meanings ascribed to them in the Fiscal Agent Agreement, except as
otherwise defined herein.
We have examined such documents and have reviewed such questions of law as we have
considered necessary and appropriate for the purposes of this opinion. In such review, we have
assumed the genuineness of all signatures, the authenticity of all documents submitted to us as
originals, and the conformity with originals of all documents submitted to us as copies. Where
questions of fact material to our opinions expressed below were not established independently, we
have relied upon statements of officers of the Bank as contained in their certificates.
Based upon the foregoing, we are of the opinion that:
1. The Bank is a national banking association duly organized, validly existing and
in good standing under the laws of the United States of America.
2. The Bank has all requisite corporate power, authority and legal right to execute
and deliver the Fiscal Agent Agreement and to perform its duties and obligations under the
Fiscal Agent Agreement, and has taken all necessary corporate action to authorize the
execution and delivery thereof and the performance of its obligations thereunder, including
the authentication and delivery of the Bonds in its capacity as Fiscal Agent under the Fiscal
Agent Agreement.
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3. The Bank has duly authorized, executed and delivered the Fiscal Agent
Agreement. Assuming the due authorization, execution and delivery thereof by the other
parties thereto, the Fiscal Agent Agreement is a legal, valid and binding agreement of the
Bank, enforceable in accordance with its terms against the Bank.
4. To our knowledge, no authorization, approval, consent, or order of any
governmental agency or regulatory authority having jurisdiction over the Bank that has not
been obtained by the Bank is required for the authorization, execution and delivery by the
Bank of the Fiscal Agent Agreement or the authentication and delivery of the Bonds by the
Bank under the Fiscal Agent Agreement.
The opinions set forth above are subject to the following qualifications and exceptions:
(a) the opinions are subject to the effect of any applicable bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium or other similar laws of general application
affecting creditors' rights; and
(b) the opinions are subject to the effect of general principles of equity, including
(without limitation) concepts of materiality, reasonableness, good faith and fair dealing, and
other similar doctrines affecting the enforceability of agreements generally (regardless of
whether considered in a proceeding in equity or at law).
We are members of the California Bar and do not express any opinion as to the laws of any
jurisdiction other than the laws of the State of California and the Federal laws of the United States
(excluding state and Federal anti-trust, tax, securities or “blue-sky” laws, ERISA laws, rules or
regulations, or laws, rules and regulations relating to money laundering and terrorist groups
(including any requirements imposed under the U.S.A. Patriot Act of 2001, as amended)). This
opinion is as of the date hereof, and we have undertaken no, and hereby disclaim any, obligation to
advise you of any change in any matter set forth herein. This opinion is for your benefit in connection
with the issuance of the Bonds and may not be disclosed to or relied upon by any other
person or by you for any other purpose without our prior written consent, except that a copy of this
opinion may be included in the transcript of the documents relating to the issuance of the Bonds.
Very truly yours,
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APPENDIX F
CITY OF MOORPARK
COMMUNITY FACILITIES DISTRICT NO. 2004-1
(MOORPARK HIGHLANDS)
2025 SPECIAL TAX REFUNDING BONDS
CERTIFICATE OF SPECIAL TAX ADMINISTRATOR
The undersigned hereby states and certifies:
1. That he/she is an authorized officer of Willdan Financial Services (the “Special Tax
Administrator”) and as such is familiar with the facts herein certified and is authorized and qualified
to certify the same.
2. That the Special Tax Administrator is familiar with the Rate and Method of
Apportionment of Special Tax (the “Rate and Method”) as set forth in Appendix A to the Official
Statement dated [BPA Date], for the City of Moorpark Community Facilities District No. 2004-1
(Moorpark Highlands) (the “Community Facilities District”) 2025 Special Tax Refunding Bonds (the
“Bonds”). Capitalized terms not otherwise defined herein shall be defined as provided in the Rate
and Method or the Fiscal Agent Agreement, dated as of ________ 1, 2025 (the “Fiscal Agent
Agreement”), between the City and The Bank of New York Mellon Trust Company, N.A., as fiscal
agent (the “Fiscal Agent”).
3. That the Special Taxes, if levied in accordance with the Rate and Method and
collected will annually yield sufficient revenue to make timely payments of the annual debt service
on the Bonds, and projected annual Administrative Expenses related to the levy and collection of the
Special Taxes and the expenses of the Fiscal Agent for the Bonds (no representation is made as to the
actual amounts that will be collected in future years).
4. That the Annual Special Tax, if collected in the maximum amounts permitted
pursuant to the Rate and Method on the Closing Date, would generate at least 110% of the Annual
Debt Service payable with respect to the Bonds payable from such Special Taxes plus estimated
Administrative Expenses equal to a maximum of $______ for Fiscal Year 2024-25, assuming the
debt service schedule shown in the Official Statement is true and correct.
5. That all information supplied by the Special Tax Administrator for use in the Official
Statement is believed to be true and correct, as of the date of the Official Statement and as of the date
hereof.
6. That, as of the dates of the Preliminary Official Statement and the Official Statement
and as of the date hereof, the information contained in those portions of the Official Statement
entitled “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Special Taxes, and -
Special Tax Methodology,” “THE DISTRICT,” “APPENDIX A,” including the tables sourced to the
Special Tax Administrator, and the other data provided by the Special Tax Administrator and
included in the Official Statement, do not, to our knowledge, contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements made therein, in light of
the circumstances under which they were made, not misleading.
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7. The Community Facilities District, the City, the Underwriter, and all the
professionals involved in the financing are entitled to rely on this Certificate.
Dated: [Closing Date] Willdan Financial Services
By:
Title:
293
APPENDIX G
$___________
CITY OF MOORPARK
COMMUNITY FACILITIES DISTRICT NO. 2004-1
(MOORPARK HIGHLANDS)
2025 SPECIAL TAX REFUNDING BONDS
FORM OF ISSUE PRICE CERTIFICATE
The undersigned, on behalf of Hilltop Securities Inc. (“Hilltop”) hereby certifies as set forth
below with respect to the sale and issuance of the above-captioned obligations (the “Bonds”).
1. Sale of the General Rule Maturities. As of the date of this certificate, for each
Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity was
sold to the Public is the respective price listed in Schedule A.
2. Defined Terms.
(a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A
hereto as the “General Rule Maturities.”
(b) Issuer means City of Moorpark.
(c) Maturity means Bonds with the same credit and payment terms. Bonds with different
maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as
separate maturities.
(d) Public means any person (including an individual, trust, estate, partnership,
association, company, or corporation) other than an Underwriter or a related party to an Underwriter.
The term “related party” for purposes of this certificate generally means any two or more persons
who have greater than 50 percent common ownership, directly or indirectly.
(e) Underwriter means (i) any person that agrees pursuant to a written contract with the
Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial
sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly
or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of
the Bonds to the Public (including a member of a selling group or a party to a retail distribution
agreement participating in the initial sale of the Bonds to the Public).
The representations set forth in this certificate are limited to factual matters only. Nothing in
this certificate represents Hilltop’s interpretation of any laws, including specifically Sections 103 and
148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder.
The undersigned understands that the foregoing information will be relied upon by the Issuer with
respect to certain of the representations set forth in the Certificates as to Arbitrage and with respect to
compliance with the federal income tax rules affecting the Bonds, and by Jones Hall, A Professional
Law Corporation in connection with rendering its opinion that the interest on the Bonds is excluded
from gross income for federal income tax purposes, the preparation of the Internal Revenue Service
294
G-2
Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time
relating to the Bonds.
Dated: [Closing Date] HILLTOP SECURITIES INC.
By:
295
G-3
SCHEDULE A
SALE PRICES OF THE GENERAL RULE MATURITIES
(Attached)
296
Jones Hall draft of Nov. 20, 2024
PRELIMINARY OFFICIAL STATEMENT DATED _________, 2025
NEW ISSUE-FULL BOOK ENTRY RATING: S&P: "____"
See “RATING”
In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, subject, however to certain qualifications
described herein, under existing law, the interest on the Bonds is excluded from gross income for federal income tax purposes and such interest
is not an item of tax preference for purposes of the federal alternative minimum tax. Interest on the Bonds may be subject to the corporate
alternative minimum tax. In the further opinion of Bond Counsel, such interest is exempt from California personal income taxes. See “TAX
MATTERS” herein.
$5,695,000*
CITY OF MOORPARK
COMMUNITY FACILITIES DISTRICT NO. 2004-1
(MOORPARK HIGHLANDS)
2025 SPECIAL TAX REFUNDING BONDS
Dated: Date of Delivery Due: September 1, as shown on inside cover
The bonds captioned above (the “Bonds”), are being issued by the City of Moorpark (the “City”) by and through its City of Moorpark
Community Facilities District No. 2004-1 (Moorpark Highlands) (the “District”). The Bonds are special tax obligations of the City, authorized
pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, being California Government Code Section 53311, et seq. (the “Act”),
and are issued pursuant to the Resolution of Issuance (as defined herein) and a Fiscal Agent Agreement dated as of _______ 1, 2025 (the “Fiscal
Agent Agreement”) by and between the City and The Bank of New York Mellon Trust Company, N.A., as fiscal agent (the “Fiscal Agent”). The
Bonds are being issued to (i) refund the District’s outstanding City of Moorpark Community Facilities District No. 2004-1 (Moorpark Highlands)
Special Tax Bonds Series 2014, (ii) establish a separate debt service reserve fund for the Bonds, and (iii) pay the costs of issuing the Bonds. See
"REFUNDING PLAN."
The Bonds are being issued as fully registered bonds, registered in the name of Cede & Co. as nominee of The Depository Trust Company
(“DTC”), and will be available to ultimate purchasers in the denomination of $5,000 or any integral multiple thereof, under the book-entry system
maintained by DTC. See “APPENDIX G – DTC AND THE BOOK-ENTRY ONLY SYSTEM.”
The Bonds are secured by and payable from a pledge of Special Tax Revenues (as defined herein) derived from Special Taxes (derived
from the levy of Special Taxes, as defined herein) to be levied by the City on real property within the District, from the proceeds of any foreclosure
actions brought following a delinquency in the payment of the Special Taxes, and from amounts held in certain funds under the Fiscal Agent
Agreement, all as more fully described herein. Unpaid Special Taxes do not constitute a personal indebtedness of the owners of the parcels
within the District. In the event of delinquency, proceedings may be conducted only against the parcel of real property securing the
delinquent Special Tax. There is no assurance the owners will be able to pay the Special Tax or that they will pay a Special Tax even
though financially able to do so. To provide funds for payment of the Bonds and the interest thereon as a result of any delinquent Special Taxes,
the City will establish a debt service reserve fund for the Bonds, as described herein. See “SECURITY AND SOURCES OF PAYMENT FOR THE
BONDS.”
Property currently in the District and subject to the Special Tax comprises 369 taxable residential units, in a sold out residential development
within the City. The District is fully developed and all homes are owned by individual home owners.
The Bonds are subject to optional and mandatory redemption prior to maturity as described herein. See “THE
BONDS – Redemption.”
NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE CITY, THE COUNTY OF VENTURA, THE STATE OF
CALIFORNIA OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE BONDS. THE BONDS DO NOT
CONSTITUTE A DEBT OF THE CITY WITHIN THE MEANING OF ANY STATUTORY OR CONSTITUTIONAL DEBT LIMITATION. THE
INFORMATION SET FORTH IN THIS OFFICIAL STATEMENT, INCLUDING INFORMATION UNDER THE HEADING “SPECIAL RISK
FACTORS,” SHOULD BE READ IN ITS ENTIRETY.
This cover page contains certain information for general reference only. It is not a summary of all of the provisions of the Bonds. Prospective
investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. See “SPECIAL
RISK FACTORS” herein for a discussion of the special risk factors that should be considered, in addition to the other matters and risk factors set
forth herein, in evaluating the investment quality of the Bonds.
The Bonds are offered when, as and if issued, subject to approval as to their legality by Jones Hall, a Professional Law Corporation, San
Francisco, California, Bond Counsel. Certain legal matters will also be passed on by Jones Hall, as Disclosure Counsel, Kutak Rock LLP, Irvine,
California, as counsel to the Underwriter. Certain legal matters will be passed upon for the City by the City Attorney. It is anticipated that the
Bonds will be available for delivery to DTC on or about _______, 2025.
Hilltop Logo]
_______________
* Preliminary; subject to change.
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ATTACHMENT 5
297
CITY OF MOORPARK
COMMUNITY FACILITIES DISTRICT NO. 2004-1
2025 SPECIAL TAX REFUNDING BONDS
MATURITY SCHEDULE
Maturity
(Sept. 1)
Principal
Amount
Interest
Rate
Yield
Price
CUSIP†
(______)
$__________ _____% Term Bond Due September 1, 20___; Yield ____%; Price: ____%
CUSIP†: _________
† CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services (CGS) is managed on
behalf of the American Bankers Association by FactSet Research Systems Inc. Copyright (c) 2024 CUSIP Global
Services. All rights reserved. CUSIP® data herein is provided by CUSIP Global Services. This data is not intended to
create a database and does not serve in any way as a substitute for the CGS database. CUSIP® numbers are provided
for convenience of reference only. None of the City, the Underwriter, the Municipal Advisor, or their agents or counsel take
any responsibility for the accuracy of such numbers.
298
CITY OF MOORPARK, CALIFORNIA
City Council
Chris Enegren, Mayor
Rene Delgado, Vice Mayor (District 1)
Daniel Groff, Councilmember (District 2)
Tom Means, Councilmember (District 3 and Mayor Pro Tem)
Dr. Antonio Castro Councilmember (District 4)
City Staff
Troy Brown, City Manager
P J Gagajena, Assistant City Manager
Hiromi Dever, Finance Director/City Treasurer
Ky Spangler, City Clerk
____________________________
SPECIAL SERVICES
Bond Counsel and Disclosure Counsel
Jones Hall, A Professional Law Corporation
San Francisco, California
Municipal Advisor
Urban Futures, Inc.
Walnut Creek, California
District Administrator
Willdan Financial Services
Temecula, California
Fiscal Agent
The Bank of New York Mellon Trust Company, N.A.
Los Angeles, California
Verification Agent
_______________
_______________, _____________
299
GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT
Use of Official Statement. This Official Statement is submitted in connection with the
sale of the Bonds referred to herein and may not be reproduced or used, in whole or in part, for
any other purpose. This Official Statement is not to be construed as a contract with the
purchasers of the Bonds.
Estimates and Forecasts. When used in this Official Statement and in any continuing
disclosure by the City, in any press release and in any oral statement made with the approval of
an authorized officer of the City, the words or phrases “will likely result,” “are expected to”, “will
continue”, “is anticipated”, “estimate”, “project,” “forecast”, “expect”, “intend” and similar
expressions identify “forward looking statements.” Such statements are subject to risks and
uncertainties that could cause actual results to differ materially from those contemplated in such
forward-looking statements. Any forecast is subject to such uncertainties. Inevitably, some
assumptions used to develop the forecasts will not be realized and unanticipated events and
circumstances may occur. Therefore, there are likely to be differences between forecasts and
actual results, and those differences may be material. The information and expressions of opinion
herein are subject to change without notice, and neither the delivery of this Official Statement nor
any sale made hereunder shall, under any circumstances, give rise to any implication that there
has been no change in the affairs of the City since the date hereof.
Limit of Offering. No dealer, broker, salesperson or other person has been authorized
by the City to give any information or to make any representations in connection with the offer or
sale of the Bonds other than those contained herein and if given or made, such other information
or representation must not be relied upon as having been authorized by the City or the
Underwriter. This Official Statement does not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of the Bonds by a person in any jurisdiction in which it is
unlawful for such person to make such an offer, solicitation or sale.
Involvement of Underwriter. The Underwriter has reviewed the information in this
Official Statement in accordance with, and as a part of, their responsibilities to investors under
the Federal Securities Laws as applied to the facts and circumstances of this transaction, but the
Underwriter does not guarantee the accuracy or completeness of such information. The
information and expressions of opinions herein are subject to change without notice and neither
delivery of this Official Statement nor any sale made hereunder shall, under any circumstances,
create any implication that there has been no change in the affairs of the City since the date
hereof. All summaries of the documents referred to in this Official Statement, are made subject
to the provisions of such documents, respectively, and do not purport to be complete statements
of any or all of such provisions.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVERALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE
BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, IN RELIANCE UPON AN EXCEPTION FROM THE REGISTRATION
REQUIREMENTS CONTAINED IN SUCH ACT. THE BONDS HAVE NOT BEEN REGISTERED
OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE.
300
TABLE OF CONTENTS
Page Page
INTRODUCTION ............................................... 1
REFUNDING PLAN ........................................... 4
Estimated Sources and Uses of Funds ......... 5
THE BONDS ..................................................... 6
Authority for Issuance .................................... 6
Description of the Bonds ............................... 6
Redemption* .................................................. 7
Transfer or Exchange of Bonds ................... 10
SECURITY AND SOURCES OF PAYMENT
FOR THE BONDS ....................................... 11
Special Taxes .............................................. 11
Special Tax Methodology ............................ 12
Levy of Annual Special Tax; Maximum
Special Tax ............................................. 14
Special Tax Fund ........................................ 14
Delinquent Payments of Special Tax;
Covenant for Superior Court
Foreclosure ............................................. 15
Reserve Fund of Reserve Fund .................. 17
No Additional Bonds Except for Refunding . 18
DEBT SERVICE SCHEDULE ......................... 19
THE DISTRICT ................................................ 21
Formation of the District .............................. 21
Location and Description of the District ....... 21
Development in the District ......................... 22
Levy of Special Tax; Maximum Special
Tax Revenue ........................................... 24
Direct and Overlapping Governmental
Obligations .............................................. 30
SPECIAL RISK FACTORS .............................. 33
Limited Obligation of the City to Pay Debt
Service ..................................................... 33
Property Values ........................................... 33
Levy and Collection of Special Taxes .......... 34
FDIC/Federal Government Interests in
Properties ................................................ 36
Bankruptcy and Foreclosure Delays ............ 37
Parity Taxes and Special Assessments;
Private Debt ............................................. 38
Depletion of Reserve Fund .......................... 39
Tax Delinquencies ....................................... 40
No Acceleration Provisions .......................... 40
Bankruptcy Delays ....................................... 41
Disclosure to Future Purchasers ................. 41
No Acceleration Provisions .......................... 42
Exempt Properties ....................................... 42
Pandemic Diseases ..................................... 42
Cyber Security ............................................. 42
Potential Early Redemption of Bonds from
Prepayments ............................................ 43
CONSTITUTIONAL LIMITATIONS ON
TAXATION AND APPROPRIATIONS ......... 44
CONTINUING DISCLOSURE .......................... 44
UNDERWRITING ............................................ 45
MUNICIPAL ADVISOR .................................... 45
LEGAL OPINION ............................................. 45
TAX MATTERS ................................................ 46
NO RATINGS .................................................. 47
NO LITIGATION .............................................. 47
EXECUTION .................................................... 48
APPENDIX A – RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX
APPENDIX B – THE CITY OF MOORPARK AND VENTURA COUNTY
APPENDIX C – FORM OF OPINION OF BOND COUNSEL
APPENDIX D – FORM OF CONTINUING DISCLOSURE UNDERTAKING
APPENDIX F – DTC AND THE BOOK-ENTRY ONLY SYSTEM
301
-1-
OFFICIAL STATEMENT
$5,695,000*
CITY OF MOORPARK
COMMUNITY FACILITIES DISTRICT NO. 2004-1
(MOORPARK HIGHLANDS)
2025 SPECIAL TAX REFUNDING BONDS
This Official Statement, including the cover page and all Appendices hereto, is provided
to furnish certain information in connection with the issuance by the City of Moorpark (the “City”)
for its City or Moorpark Community Facilities District No. 2004-1 (the “District”) of the bonds
captioned above (the “Bonds”).
Any statements made in this Official Statement involving matters of opinion or of
estimates, whether or not so expressly stated, are set forth as such and not as representations
of fact, and no representation is made that any of the estimates will be realized. Definitions of
certain terms used herein and not defined herein have the meaning set forth in the Fiscal Agent
Agreement. See APPENDIX F.
INTRODUCTION
This introduction is not a summary of this Official Statement. It is only a brief description
of and guide to, and is qualified by, more complete and detailed information contained in the entire
Official Statement, including the cover page and attached appendices, and the documents
summarized or described in this Official Statement. A full review should be made of the entire
Official Statement. The offering of the Bonds to potential investors is made only by means of the
entire Official Statement.
The City and Ventura County. The City is located in the southeast portion of Ventura
County (the "County"). The City’s boundaries encompass approximately 12.44 square miles and
is part of a geographic subarea identified as the Simi Valley in southern California.
The County is part of the greater Los Angeles basin area consisting of Los Angeles,
Orange, Riverside, San Bernardino and Ventura Counties. The County’s southern border lies
approximately 65 miles northwest of the Los Angeles Civic Center. For economic and
demographic information regarding the City and the County, see APPENDIX A.
The District. The District comprises a fully developed residential area in the northern
portion of the City on a 456-acre site on the northern terminus of Spring Road, north of the City’s
downtown area. Development in the District is complete; land in the District subject to the Special
Tax for payment of the Bonds is presently comprised of 369 single family residences. See "THE
DISTRICT - Location and Description of the District."
Formation of the District. The District was formed and established by the City Council
of the City (the "City Council"), as legislative body of the District, under the Mello-Roos
* Preliminary; subject to change.
302
-2-
Community Facilities Act of 1982, as amended (the "Act"), pursuant to a resolution adopted by
the City Council on September 21, 2005, following a public hearing and landowner election at
which a master developer as the sole qualified elector of the District authorized the City to incur
bonded indebtedness for the District and approved the levy of special taxes. The District was
formed to finance infrastructure improvements necessary for development of homes.
Authority for Issuance of the Bonds. The Bonds are being issued pursuant to the
provisions of the Mello-Roos Community Facilities Act of 1982, as amended (Sections 53311, et
seq., of the Government Code of the State of California) (the "Act"); a Fiscal Agent Agreement
dated as of __________ 1, 2025 (the "Fiscal Agent Agreement"), by and between the City and
The Bank of New York Mellon Trust Company, N.A. (the "Fiscal Agent"); and Resolution
No. 2024-____ (the "Resolution") adopted on _____________, 2024 by the City Council of the
City (the "City Council"). The authorized amount of bonds for the District was set at a maximum
of $43,750,000; however, no additional bonds (excluding possible refunding bonds) are allowed
to be issued in the future under the Fiscal Agent Agreement. See "THE BONDS – Authority for
Issuance." See also “REFUNDING PLAN.”
Description of the Bonds. The Bonds will be issued in denominations of $5,000 or any
integral multiple of $5,000. Interest is payable semiannually on each March 1 and September 1,
commencing September 1, 2025. See "THE BONDS."
The Bonds will be initially issued only in book-entry form and registered to Cede & Co. as
nominee of The Depository Trust Company, New York, New York ("DTC"), which will act as
securities depository of the Bonds. Principal and interest (and premium, if any) on the Bonds is
payable by the Trustee to DTC, which remits such payments to its Participants for subsequent
distribution to the registered owners as shown on the Trustee’s books.
Purpose of the Bonds. Proceeds of the Bonds will be used to refund the District’s
outstanding City of Moorpark Community Facilities District No. 2004-1 (Moorpark Highlands)
2014 Series A Senior Lien Special Tax Refunding Bonds (the "2014 Series A Bonds") issued on
February 27, 2014 in the original principal amount of $12,680,000 and the City of Moorpark
Community Facilities District No. 2004-1 (Moorpark Highlands) 2014 Series B Junior Lien Special
Tax Refunding Bonds (the "2014 Series B Bonds") issued on February 27, 2014 in the original
principal amount of $6,945,000 (together, the "2014 Bonds"). Proceeds of the 2014 Bonds were
used to refund bonds issued in 2006 to finance infrastructure improvements in the District, which
have been completed. The 2014 Bonds have an outstanding aggregate principal balance of
$_________ as of _________, 2025. Proceeds of the Bonds will also be used to establish a debt
service reserve fund for the Bonds and pay costs of issuance. See "REFUNDING PLAN."
Redemption of Bonds Before Maturity. The Bonds are subject to optional redemption,
mandatory sinking fund redemption, and special mandatory redemption from prepaid Special
Taxes. See "THE BONDS – Redemption."
Security and Sources of Payment for the Bonds. The City Council annually levies
special taxes on the property in the District in accordance with the Rate and Method of
Apportionment for City of Moorpark Community Facilities District No. 2004-1 (Moorpark
Highlands) (the "Rate and Method"), which is attached as APPENDIX A to this Official Statement.
The Rate and Method includes a services special tax component which is not security for the
Bonds. Pursuant to the Rate and Method, a “Special Tax for Services” will be levied and collected
in perpetuity. Only the “Special Tax for Facilities” is pledged to the payment of the Bonds, and
the definition of “Special Taxes” used in the Fiscal Agent Agreement and this Official Statement
303
-3-
refers only to the “Special Tax for Facilities” levied by the City within the District under the Act,
the Ordinance and the Fiscal Agent Agreement, as defined and levied in accordance with the
Rate and Method. The Bonds are secured by and payable from a first pledge of "Special Tax
Revenues." Special Tax Revenues are proceeds of the Special Taxes annually received by the
City, excluding any interest and penalties thereon collected in connection with delinquent Special
Taxes, less an amount equal to the Administrative Expense Priority, including all scheduled
payments and delinquent payments thereof, and proceeds of the redemption or sale of property
sold as a result of foreclosure of the lien of the Special Taxes. The “Administrative Expense
Priority” amount is (i) for fiscal year 2024-25, $37,750, and (ii) for each subsequent year, an
amount equal to the preceding fiscal year’s Administrative Expense Priority plus an additional 2%
of such amount. See "SECURITY FOR THE BONDS."
The City has also covenanted to cause foreclosure proceedings to be commenced and
prosecuted in certain circumstances against certain parcels with delinquent installments of the
Special Tax. (For a more detailed description of the foreclosure covenant see "SECURITY FOR
THE BONDS - Delinquent Payments of Special Tax; Covenant for Superior Court Foreclosure").
Development Status. Property within the District is within an approximate 456 gross acre
residential subdivision locally known as "Moorpark Highlands" comprised of 685 single-family
homes built by homebuilders Pardee Homes, KB Home and Toll Brothers which were completed
and sold subsequent to formation of the District. There have been prepayments of the Special
Tax on certain homes and certain parcels are designated for affordable housing and not taxed;
accordingly 369 parcels in the District remain as currently subject to the Special Tax. Land in the
District also includes open space and public parks not subject to the Special Tax. See "THE
DISTRICT."
Assessed Valuation. The assessed valuation of parcels in the District subject to the
Special Tax for Fiscal Year 2024-25 is $281,984,163, a 2.68% increase over the prior fiscal year.
See "THE DISTRICT – Assessed Value-to-Burden Ratio."
Debt Service Reserve Fund. A debt service reserve fund (the "Reserve Fund") will be
established for each series of the Bonds in order to further secure the payment of their principal
and interest. See "REFUNDING PLAN – Estimated Sources and Uses of Funds" and
"SECURITY FOR THE BONDS – Reserve Fund."
Covenant to Foreclose. The City has covenanted in the Fiscal Agent Agreement to
cause foreclosure proceedings to be commenced and prosecuted against certain parcels with
delinquent installments of the Special Taxes. For a more detailed description of the foreclosure
covenant see "SECURITY FOR THE BONDS - Delinquent Payments of Special Tax; Covenant
for Superior Court Foreclosure."
Risk Factors Associated with Purchasing the Bonds. Investment in the Bonds
involves risks that may not be appropriate for some investors. See "SPECIAL RISK FACTORS"
for a discussion of certain risk factors that should be considered, in addition to the other matters
discussed in this Official Statement, in evaluating the investment quality of the Bonds.
304
-4-
Verification Agent. ___________________, independent accountants, upon delivery of
the Bonds, will deliver a report on the mathematical accuracy of certain computations, contained
in schedules provided to them which were prepared by the City, relating to the sufficiency of
moneys and securities deposited into the escrow to pay, when due, the principal, whether at
maturity or upon prior prepayment, interest and prepayment premium requirements of the
outstanding 2014 Bonds.
REFUNDING PLAN
In 2006 the City issued a first series of bonds for the District for the purpose of financing
a portion of the costs of acquiring and constructing certain public infrastructure improvements
(the "Facilities"). The Facilities generally consist of water, wastewater, drainage, roadway and
other infrastructure improvements typically necessary for residential development. The Facilities
have been completed. For additional information about the formation of the District, see "THE
DISTRICT – Formation of the District."
The first series of bonds for the District were issued in July 2006 in the principal amount
of $38,030,000. In September 2010 $8,395,000 principal amount of the 2006 bonds were
redeemed from proceeds of those bonds, which were originally intended to be used for acquisition
of an originally planned school site that was deemed no longer needed for school facilities.
The 2014 Bonds refunded the 2006 Bonds, which at the time were outstanding in the
aggregate principal amount of $20,360,000. The 2014 Bonds will be refunded by the Bonds. The
outstanding 2014 Bonds will be redeemed in full on March 1, 2025 (the "Redemption Date"), at
a redemption price equal to 100% of their principal amount, together with interest coming due
and payable on the Redemption Date.
In order to accomplish the refinancing plan, the net proceeds of the Bonds, together with
certain other funds on hand with respect to the 2014 Bonds in a total amount (when taking into
account investment earnings thereon) calculated to be sufficient to redeem the 2014 Bonds, will
be transferred to The Bank of New York Mellon Trust Company, N.A., as escrow agent (the
“Escrow Agent”), for deposit in an escrow fund (the “Escrow Fund”) to be established under an
Escrow Agreement dated as of _________ 1, 2025, by and between the City and the Escrow
Agent. Amounts on deposit in the Escrow Fund are not available to pay debt service on the Bonds.
____________________, independent accountants, upon delivery of the Bonds, will
deliver one or more reports on the mathematical accuracy of certain computations contained in
schedules provided to them which were prepared by the City relating to the sufficiency of moneys
and securities deposited into the Escrow Fund to pay, when due, the redemption price of the 2014
Bonds on the Redemption Date.
305
-5-
Estimated Sources and Uses of Funds
The sources and uses of funds relating to the Bonds are shown below.
Sources
Principal Amount of Bonds $
[Plus][Less]: Original Issue [Premium][Discount]
Plus: Funds Related to 2014 Bonds
Total Sources $
Uses
Deposit into Escrow Fund [1] $
Deposit into Reserve Fund [2]
Costs of Issuance [3]
Underwriter’s Discount
Total Uses $
[1] Will be used to defease and refund the 2014 Bonds. See "–Refunding Plan" above.
[2] Equal to 25% of the Reserve Requirement. The remaining 75% will be satisfied by the Reserve Policy. See
"SECURITY FOR THE BONDS - Reserve Fund."
[3] Includes, among other things, premiums for the Insurance Policy and the Reserve Policy. the fees and expenses
of Bond Counsel and Disclosure Counsel, Fiscal Agent, Municipal Advisor, Special Tax Consultant, Rating Agency,
and the costs of printing the preliminary and final Official Statements.
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THE BONDS
Authority for Issuance
The Bonds are issued pursuant to the Fiscal Agent Agreement, approved by a resolution
adopted by the City Council on __________, 2024, and the Act.
The District was established and authorized to incur bonded indebtedness in an aggregate
principal amount not to exceed $43,750,000 at a special election in the District held on September
21, 2005 pursuant to the Act. An initial series of bonds were issued in 2006 in the original amount
of $38,030,000 and were refunded by the 2014 Bonds issued in the original amount of
$18,615,000, of which $__________ remains outstanding. No additional bonds are permitted to
be issued under the Fiscal Agent Agreement (except refunding bonds).
There were fewer than 12 registered voters residing within the District at any point during
the 90-day period preceding the adoption of the City’s resolution to form the District on September
21, 2005, and therefore Pardee Homes, a California corporation, as the master developer,
constituted the sole qualified elector within the District for purposes of the Act. The landowner
voted to incur the indebtedness and approve the annual levy of Special Taxes, to be collected
within the District, for the purpose of paying for the Facilities, including repaying any indebtedness
of the District, replenishing the Reserve Fund and paying the administrative expenses of the
District. See "THE DISTRICT - Formation of the District."
Description of the Bonds
Bond Terms. The Bonds will be dated as of and bear interest from the date of delivery
thereof at the rates and mature in the amounts and years, as set forth on the cover page hereof.
The Bonds are being issued in the denomination of $5,000 or any integral multiple thereof.
Interest on the Bonds will be payable semiannually on March 1 and September 1 of each
year (each an “Interest Payment Date”), commencing September 1, 2025. The principal of the
Bonds and premiums due upon the redemption thereof, if any, will be payable in lawful money of
the United States of America at the designated principal corporate trust office of the Fiscal Agent
in Los Angeles, California, or such other place as designated by the Fiscal Agent, upon
presentation and surrender of the Bonds; provided that so long as any Bonds are in book-entry
form, payments with respect to such Bonds will be made by wire transfer, or such other method
acceptable to the Fiscal Agent, to DTC.
Book-Entry Only System. The Bonds are being issued as fully registered bonds,
registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”),
and will be available to ultimate purchasers under the book-entry system maintained by DTC.
Ultimate purchasers of Bonds will not receive physical certificates representing their interest in
the Bonds. So long as the Bonds are registered in the name of Cede & Co., as nominee of DTC,
references herein to the Owners will mean Cede & Co., and will not mean the ultimate purchasers
of the Bonds. The Fiscal Agent will make payments of the principal, premium, if any, and interest
on the Bonds directly to DTC, or its nominee, Cede & Co., so long as DTC or Cede & Co. is the
registered owner of the Bonds. Disbursements of such payments to DTC’s Participants are the
responsibility of DTC and disbursements of such payments to the Beneficial Owners are the
responsibility of DTC’s Participants and Indirect Participants, as more fully described herein. See
“APPENDIX G – DTC AND THE BOOK-ENTRY ONLY SYSTEM.”
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Calculation and Payment of Interest. Interest on the Bonds will be computed on the
basis of a 360-day year consisting of twelve 30-day months. Interest on the Bonds (including the
final interest payment upon maturity or earlier redemption) is payable by check of the Fiscal Agent
mailed on each Interest Payment Date by first class mail to the registered Owner thereof at such
registered Owner’s address as it appears on the registration books maintained by the Fiscal Agent
at the close of business on the 15th day of the month preceding the month in which the Interest
Payment Date occurs whether or not such day is a Business Day (the “Record Date”) preceding
the Interest Payment Date, or by wire transfer made on such Interest Payment Date upon written
instructions received by the Fiscal Agent on or before the Record Date preceding the Interest
Payment Date, of any Owner of $1,000,000 or more in aggregate principal amount of Bonds;
provided that so long as any Bonds are in book-entry form, payments with respect to such Bonds
will be made by wire transfer, or such other method acceptable to the Fiscal Agent, to DTC. See
“APPENDIX G – DTC AND THE BOOK-ENTRY ONLY SYSTEM.”
Each Bond will bear interest from the Interest Payment Date next preceding the date of
authentication thereof unless (i) it is authenticated on an Interest Payment Date, in which event it
will bear interest from such date of authentication, or (ii) it is authenticated prior to an Interest
Payment Date and after the close of business on the Record Date preceding such Interest
Payment Date, in which event it will bear interest from such Interest Payment Date, or (iii) it is
authenticated prior to the Record Date preceding the first Interest Payment Date, in which event
it will bear interest from the Dated Date; provided, however, that if at the time of authentication of
a Bond, interest is in default thereon, such Bond will bear interest from the Interest Payment Date
to which interest has previously been paid or made available for payment thereon. So long as
the Bonds are registered in the name of Cede & Co., as nominee of DTC, payments of the
principal, premium, if any, and interest on the Bonds will be made directly to DTC, or its nominee,
Cede & Co. Disbursements of such payments to DTC’s Participants are the responsibility of DTC
and disbursements of such payments to the Beneficial Owners are the responsibility of DTC’s
Participants and Indirect Participants, as more fully described herein. See “APPENDIX G – DTC
AND THE BOOK-ENTRY ONLY SYSTEM.”
Redemption*
Optional Redemption. The Bonds are subject to optional redemption from any source
of available funds prior to maturity, in whole, or in part among series and maturities as will be
specified by the City and by lot within a maturity, on any date on and after September 1, _____,
at a redemption price equal to the principal amount of the Bonds to be redeemed, plus accrued
interest thereon to the date of redemption, without premium
Mandatory Redemption From Prepayments. The Bonds are subject to mandatory
redemption from Prepayments of the Special Tax by property owners, in whole or in part among
maturities of the Bonds and any Additional Bonds, as specified by the City, and by lot within a
maturity, on any Interest Payment Date at the following respective redemption prices (expressed
as percentages of the principal amount of the Bonds to be redeemed), plus accrued interest
thereon to the date of redemption:
* Preliminary; subject to change.
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Redemption Dates
Redemption
Price
Interest Payment Dates through and including March 1, ____ 103%
September 1, 20__ and March 1, 20__ 102
September 1, 20__ and March 1, 20__ 101
September 1, 20__ and any Interest Payment Date thereafter 100
Prepayments and amounts released from the Reserve Fund in connection with
Prepayments will be allocated to the redemption of the Bonds as nearly as practicable on a
proportionate basis based on the outstanding principal amount of the Bonds and shall be applied
to redeem Bonds as nearly as practicable on a pro rata basis among maturities in increments of
$5,000; provided, however, that, for Prepayments of less than $50,000, the City may specify that
Prepayments be applied to one or more maturities of the Bonds or Additional Bonds so long as
there is delivered to the Fiscal Agent a certification of a Special Tax consultant or administrator
that, following such redemption from Prepayments, the maximum Special Taxes that may be
levied in each Fiscal Year on Developed Property in the District is not less than 110% of Maximum
Annual Debt Service.
See “SPECIAL RISK FACTORS – Potential Early Redemption of Bonds from
Prepayments” for a discussion of the potential for the Bonds to be priced with original issue
premium and then be redeemed from Special Tax prepayments prior to maturity.
Mandatory Sinking Fund Redemption. The Term Bonds maturing September 1, 20__
and September 1, 20__ are subject to mandatory sinking payment redemption in part on
September 1, 20__ and September 1, 20__, respectively, and on each September 1 thereafter to
maturity, by lot, at a redemption price equal to 100% of the principal amount thereof to be
redeemed, without premium, in the aggregate respective principal amounts as set forth in the
following tables:
Term Bonds Maturing September 1, 20__
Mandatory
Redemption Date
(Sept. 1)
Sinking Fund
Payment
(maturity)
Term Bonds Maturing September 1, 20__
Mandatory
Redemption Date
(Sept. 1)
Sinking Fund
Payment
(maturity)
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The amounts in the foregoing tables will be reduced pro rata, in order to maintain
substantially uniform debt service, as a result of any prior partial optional redemption or
mandatory redemption of the Bonds.
Purchase In Lieu of Redemption. In lieu of redemption, moneys in the Bond Fund may
be used and withdrawn by the Fiscal Agent for purchase of Outstanding Bonds, upon the filing
with the Fiscal Agent of an Officer’s Certificate requesting such purchase, at public or private sale
as and when, and at such prices (including brokerage and other charges) as such Officer’s
Certificate may provide, but in no event may Bonds be purchased at a price in excess of the
principal amount thereof, plus interest accrued to the date of purchase.
Redemption Procedure by Fiscal Agent. The Fiscal Agent will cause notice of any
redemption to be mailed by first class mail, postage prepaid, at least 20 days but not more than
60 days prior to the date fixed for redemption, to the Securities Depositories and to one or more
Information Services, and to the respective registered Owners of any Bonds designated for
redemption, at their addresses appearing on the registration books in the Principal Office of the
Fiscal Agent; but such mailing is not a condition precedent to such redemption and failure to mail
or to receive any such notice, or any defect therein, will not affect the validity of the proceedings
for the redemption of such Bonds.
Such notice will state the redemption date and the redemption price and, if less than all of
the then Outstanding Bonds are to be called for redemption, will designate the CUSIP numbers
and bond numbers of the Bonds to be redeemed by giving the individual CUSIP number and bond
number of each Bond to be redeemed or will state that all Bonds between two stated bond
numbers, both inclusive, are to be redeemed or that all of the Bonds of one or more maturities
have been called for redemption, will state as to any Bond called in part the principal amount
thereof to be redeemed, and will require that such Bonds be then surrendered at the Principal
Office of the Fiscal Agent for redemption at the said redemption price, and will state that further
interest on such Bonds will not accrue from and after the redemption date.
The City has the right to rescind any notice of the optional redemption of Bonds and such
notice may be cancelled and annulled if for any reason funds will not be or are not available on
the date fixed for redemption for the payment in full of the Bonds then called for redemption.
Whenever provision is made in the Fiscal Agent Agreement for the redemption of less
than all of the Bonds of any maturity, the City will select the Bonds to be redeemed, from all Bonds
or such given portion thereof of such maturity by lot in any manner which the City in its sole
discretion deems appropriate. Upon surrender of Bonds redeemed in part only, the City will
execute and the Fiscal Agent will authenticate and deliver to the registered Owner, at the expense
of the City, a new Bond or Bonds, of the same series and maturity, of authorized denominations
in aggregate principal amount equal to the unredeemed portion of the Bond or Bonds.
Effect of Redemption. From and after the date fixed for redemption, if funds available
for the payment of the principal of, and interest and any premium on, the Bonds so called for
redemption are deposited in the Bond Fund, such Bonds so called will cease to be entitled to any
benefit under the Fiscal Agent Agreement other than the right to receive payment of the
redemption price, and no interest will accrue thereon on or after the redemption date specified in
such notice.
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Transfer or Exchange of Bonds
So long as the Bonds are registered in the name of Cede & Co., as nominee of DTC,
transfers and exchanges of Bonds will be made in accordance with DTC procedures. See
“APPENDIX G – DTC AND THE BOOK-ENTRY ONLY SYSTEM.” Any Bond may, in accordance
with its terms, be transferred or exchanged by the person in whose name it is registered, in person
or by his duly authorized attorney, upon surrender of such Bond for cancellation, accompanied
by delivery of a duly written instrument of transfer in a form approved by the Fiscal Agent.
Whenever any Bond or Bonds are surrendered for transfer or exchange, the City will execute and
the Fiscal Agent will authenticate and deliver a new Bond or Bonds, for a like aggregate principal
amount of Bonds of authorized denominations and of the same maturity. The cost for any
services rendered or any fees or expenses incurred by the Fiscal Agent in connection with any
such transfer or exchange will be paid by the City. The Fiscal Agent will collect from the Owner
requesting such transfer any tax or other governmental charge required to be paid with respect
to such transfer or exchange. No transfers or exchanges of Bonds will be required to be made
(i) within 15 days prior to the date established by the Fiscal Agent for selection of Bonds for
redemption or (ii) with respect to a Bond after such Bond has been selected for redemption.
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SECURITY AND SOURCES OF PAYMENT FOR THE BONDS
Special Taxes
The City Council annually levies special taxes on the property in the District in accordance
with the Rate and Method of Apportionment for City of Moorpark Community Facilities District No.
2004-1 (Moorpark Highlands) (the "Rate and Method"), which is attached as APPENDIX A to
this Official Statement. The Rate and Method includes a services special tax component which is
not security for the Bonds. Pursuant to the Rate and Method, a “Special Tax for Services” will be
levied and collected in perpetuity. Only the “Special Tax for Facilities” is pledged to the
payment of the Bonds, and the definition of “Special Taxes” used in the Fiscal Agent Agreement
and this Official Statement refers only to the “Special Tax for Facilities” levied in accordance with
the Rate and Method.
The Bonds are payable from and secured by proceeds of the Special Taxes annually
received by the City, excluding any interest and penalties thereon collected in connection with
delinquent Special Taxes, less an amount equal to the Administrative Expense Priority, including
all scheduled payments and delinquent payments thereof, and proceeds of the redemption or
sale of property sold as a result of foreclosure of the lien of the Special Taxes (the “Special Tax
Revenues”). All of the Special Tax Revenues and all moneys deposited in the Bond Fund and,
until disbursed as provided herein, in the Special Tax Fund are pledged to secure the repayment
of the Bonds. In addition, all moneys in the applicable Reserve Account within the Reserve Fund
for such Series is pledged to secure the repayment of the applicable Series, such that amounts
in the Reserve Fund are pledged to the Bonds. The Special Tax Revenues and all moneys
deposited into such funds (except as otherwise provided in the Fiscal Agent Agreement) are
dedicated to the payment of the principal of, including any mandatory sinking fund payments, and
interest and any premium on, the Bonds as provided in the Fiscal Agent Agreement and in the
Act until all of the Bonds have been paid and retired or defeased in accordance with the Fiscal
Agent Agreement.
A Special Tax applicable to each taxable parcel in the District will be levied and collected
according to the tax amount determined by application of the Rate and Method administered by
Willdan Financial Services, Temecula, California (the “Special Tax Administrator”) and set forth
in APPENDIX A hereto for all taxable properties in the District. Prior to remittance of the Special
Tax collections to the City, the County deducts and retains its administration fee, currently ____%
of the levy amount. Interest and principal on the Bonds is payable from the annual Special Tax
Revenues to be paid to the City from Special Tax levies and collections on taxable property within
the District, from amounts held in certain funds and accounts established under the Fiscal Agent
Agreement and from the proceeds, if any, from the sale of such property for delinquency of such
Special Taxes.
The Special Taxes are exempt from the property tax limitation of Article XIIIA of the
California Constitution, pursuant to Section 4 thereof as a “special tax” authorized by a two-thirds
vote of the qualified electors. The levy of the Special Taxes was authorized by the City Council,
as legislative body of the District, pursuant to the Act in an amount determined according to the
Rate and Method. See “– Special Tax Methodology” below and APPENDIX A.
The amount of Special Taxes that the City may levy in any year, and from which principal
and interest on the Bonds is to be paid, is strictly limited by the maximum rates approved by the
qualified electors within the District, which is set forth in the Rate and Method. Under the Rate
and Method, Special Taxes for the purpose of making payments on the Bonds will be levied
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annually in an amount not in excess of the maximum approved amount. The Special Taxes and
any interest earned on the Special Taxes constitute a trust fund for the principal of and interest
on the Bonds pursuant to the Fiscal Agent Agreement and, so long as the principal of and interest
on these obligations remains unpaid, the Special Taxes and investment earnings thereon will not
be used for any other purpose, except as permitted by the Fiscal Agent Agreement, and will be
held in trust for the benefit of the owners thereof and will be applied pursuant to the Fiscal Agent
Agreement. The Rate and Method apportions the Annual Facilities Costs (as defined in the Rate
and Method and described below) among the taxable parcels of real property within the District
according to the rate and methodology set forth in the Rate and Method. See “– Special Tax
Methodology” below. See also “APPENDIX A – RATE AND METHOD OF APPORTIONMENT
OF SPECIAL TAX.”
The City may levy the Special Tax up to the amount of the Maximum Annual Facilities
Special Tax set forth in the Rate and Method, if conditions so require. The City has covenanted
to annually levy the Special Taxes in an amount at least sufficient to pay the Annual Facilities
Costs (as defined below). Because each Special Tax levy is limited to the Maximum Annual
Facilities Special Tax rates authorized as set forth in the Rate and Method, no assurance can be
given that, in the event of Special Tax delinquencies, the amount of the Annual Facilities Costs
will in fact be collected in any given year. In addition, Section 53321(d) of the Act provides that
the special tax levied against any parcel for which an occupancy permit for private residential use
has been issued may not be increased as a consequence of delinquency or default by the owner
of any other parcel within a community facilities district by more than 10% above the amount that
would have been levied in such Fiscal Year had there never been any such delinquencies or
defaults. See “SPECIAL RISK FACTORS – Tax Delinquencies” herein. The Special Taxes are
collected for the City by the County in the same manner and at the same time as ad valorem
property taxes.
Special Tax Methodology
The Special Tax authorized under the Act applicable to land within the District will be
levied and collected according to the tax liability determined by the City through the application
of the appropriate amount or rate as described in the Rate and Method set forth in "APPENDIX
A - Rate and Method of Apportionment for City of Moorpark Community Facilities District No.
2004-1 (Moorpark Highlands)." Capitalized terms set forth in this section and not otherwise
defined have the meanings set forth in the Rate and Method.
Determination of Special Tax Requirement. Each year, the City will determine the
Special Tax Requirement for Facilities and the Special Tax Requirement for Services (collectively,
the "Special Tax Requirement") for the District for the upcoming fiscal year. The Special Tax
Requirement for Facilities includes the following items:
(i) debt service or the periodic costs on all outstanding bonds issued for the District;
(ii) administrative expenses of the City;
(iii) the costs associated with the release of funds from an escrow account, if
applicable;
(iv) any amounts needed to establish or replenish bond reserve funds; and
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(v) the collection of funds in any Fiscal Year to pay directly for the acquisition or
construction of eligible facilities or for the payment of City Police Services authorized by
the District provided that the inclusion of such amount does not cause an increase in the
levy of the Special Tax on Final Map Property or Undeveloped Property.
The Special Tax for Services is primarily for offsetting the cost of law enforcement
services attributable to land in the District. Revenue from the Special Tax for Services will be
levied and collected in each Fiscal Year following the issuance of a building permit. The
Special Tax for Services is allowed to escalate annually at the greater of 3%, or the percentage
change in the Consumer Price Index for the Calendar Year ending in December of the prior Fiscal
Year, not to exceed 7%. The Special Tax for Services cannot be prepaid partially or in full. See
APPENDIX A.
The Special Tax Requirement is the basis for the amount of Special Tax to be levied within
the District. In no event may the City levy a Special Tax in any year above the annual Maximum
Special Tax identified for each parcel in the Rate and Method.
Parcels Subject to the Special Tax. The City will prepare a list of the parcels subject to
the Special Tax using the records of the City and the County Assessor. The City will tax all
parcels within the District except property which is exempt from the Special Tax pursuant to the
Rate and Method.
Annual Special Tax Levy. The Special Tax will be levied each year by calculating the
Special Tax Requirement which needs to be generated by all Taxable Property in the District; the
Special Tax (up to maximum allowable amount) which will be levied against each Taxable
Property until the total scheduled Special Tax revenue equals the Special Tax Requirement,
however the Rate and Method establishes a priority for which properties will be levied a Special
Tax, with "Developed Property" (as defined in the Rate and Method) receiving a Special Tax levy
prior to "Undeveloped Property." All parcels in the District are currently Developed Property.
The Rate and Method provides that the annual Maximum Special Tax for Services shall
escalate, as described below. The Maximum Special Tax for Facilities does not escalate.
Only the “Special Tax for Facilities” is pledged to the payment of the Bonds, and the
definition of “Special Taxes” used in the Fiscal Agent Agreement and this Official Statement
refers only to the “Special Tax for Facilities” levied in accordance with the Rate and Method.
Termination of the Special Tax. The Special Tax will be levied and collected (up to the
maximum allowable amount) for as long as needed to pay the principal and interest on the Bonds
and other costs incurred in order to construct and acquire the authorized District-funded facilities
and to pay the Special Tax Requirement. The Rate and Method provides that the Special Tax
for Facilities may not be levied on any parcel in the District after fiscal Year 2044-45. When the
Special Tax Requirement for Facilities has all been paid, the Special Tax for Facilities will cease
to be levied.
Prepayment of the Special Tax. The Rate and Method provides that landowners may
permanently satisfy all or a portion of the Special Tax for Facilities by a cash settlement with the
City. The amount of the prepayment required is to be calculated according to a formula set forth
in the Rate and Method, which is generally based on the Parcel’s share of the outstanding Bonds,
the Reserve Fund, fees, call premiums, negative arbitrage and any expenses incurred by the City
in connection with the prepayment and expected future facilities costs, if any.
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Levy of Annual Special Tax; Maximum Special Tax
For purposes of calculating the Special Tax, the District is comprised of four Special
Tax zones, designated "Zone 1," "Zone 2", "Zone 3", and "Zone 4." Zone 1 was originally
planned to consist of 95 homes, Zone 2 for 77 condominium homes; Zone 3 for 322 homes
and Zone 4 for 37 homes. The minimum Taxable Acreage was 9.86 for Zone 1, 2.47 for Zone
2, 67.20 for Zone 3 and 24.12 for Zone 4.
Currently the zones are built out and for the Fiscal Year 2024-25 Special Tax levy
Zone 1 comprised 88 taxable homes, Zone 2 101 taxable homes, Zone 3 179 taxable homes
and Zone 4 1 taxable home.
The annual Special Tax for Facilities will be calculated by the City and levied to provide
money for debt service on the Bonds, replenishment of the Reserve Fund, anticipated Special
Tax delinquencies, administration of the District, and for payment of authorized District facilities
not funded from Bond proceeds. In no event may the City levy a Special Tax in any year above
the annual Maximum Special Tax identified for each parcel in the Rate and Method. The initial
annual Maximum Special Tax for Facilities is based upon square footage of the residential unit;
in Zone 1 it ranges from $3,858 to $4,483 per unit, in Zone 2 (condominiums) it ranges from
$2,041 to $2,818 per unit, in Zone 3 it ranges from $4,497 to $6,576 per unit, and in Zone 4 it
ranges from $5,868 to $7,097 per unit. The annual Maximum Special Tax for Facilities does not
escalate.
The annual Maximum Special Tax for Services in was initially (Fiscal Year 2005-06) set
at $400 per Lot and is adjusted annually by an amount equal to the greater of (i) 3% or (ii) the
percentage change in the Consumer Price Index for the Calendar Year ending in December of
the prior Fiscal Year, not to exceed 7%. The annual Special Tax for Services for Fiscal Year
2024-25 is $_______ per unit.
The Special Tax will be levied in an amount at least equal to the Special Tax Requirement
as described in the Rate and Method and may be levied in an amount up to the maximum rates,
which may include a component for construction of authorized facilities not funded from proceeds
of the Bonds. See "— Special Tax Methodology" above. See also "APPENDIX A - Rate and
Method of Apportionment for City of Moorpark Community Facilities District No. 2004-1 (Moorpark
Highlands)" for a copy of the Rate and Method.
Special Tax Fund
When received, the Special Tax Revenues are required under the Fiscal Agent
Agreement to be deposited into a Special Tax Fund to be held by the City in trust for the benefit
of the City and the Owners of the Bonds. Within the Special Tax Fund, the City has established
and will maintain the Surplus Account, to the credit of which the City will deposit surplus Special
Tax Revenue, if any, as described below. Moneys in the Special Tax Fund will be disbursed as
provided below and, pending any disbursement, will be subject to a lien in favor of the Owners
of the Bonds.
All Special Tax Revenue will be deposited in the Special Tax Fund upon receipt. Prior to
each Interest Payment Date, the City will withdraw from the Special Tax Fund and transfer (i) to
the Fiscal Agent for deposit in the reserve accounts of the Reserve Fund, an amount which when
added to the amount then on deposit therein is equal to the Reserve Requirement, and (ii) to the
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Fiscal Agent for deposit in the Bond Fund an amount, taking into account any amounts then on
deposit in the Bond Fund, such that the amount in the Bond Fund equals the principal, premium,
if any, and interest due on the Bonds on the next Interest Payment Date; provided, however, that
as soon as practicable after the receipt by the City of any prepayments of Special Taxes, but no
later than 10 Business Days after such receipt, the City shall transfer such prepayments to the
Fiscal Agent for deposit into the Prepayment Account of the Bond Fund to be used for the
redemption of bonds.
At such time as deposits to the Special Tax Fund equal the principal, premium if any, and
interest becoming due on the Bonds for the current Bond Year and the amount needed to restore
the reserve accounts of the Reserve Fund balance to the Reserve Requirement, the amount in
the Special Tax Fund in excess of such amount may, at the discretion of the City, be transferred
to the Surplus Account, which will occur on or after September 2nd of each year. From time to
time, the City may withdraw from the Surplus Account of the Special Tax Fund amounts needed
to pay the City’s administrative expenses in excess of the Administrative Expense Priority and
County fees; provided that such transfers will not be in excess of the portion of the Special Tax
Revenues collected by the City that represent levies for administrative expenses. Moneys in the
Surplus Account may also be transferred, at the City’s discretion, to pay for costs of authorized
facility contributions, to pay the principal of, premium, if any, and interest on the Bonds or to
replenish amounts in the Reserve Fund.
Delinquent Payments of Special Tax; Covenant for Superior Court Foreclosure
The Special Tax will be collected in the same manner and the same time as ad valorem
property taxes, except at the City’s option, the Special Taxes may be billed directly to property
owners or collected at a different time to meet the City’s financial obligations. In the event of a
delinquency in the payment of any installment of Special Taxes, the City is authorized by the Act
to order institution of an action in superior court to foreclose the lien therefor.
The City has covenanted in the Fiscal Agent Agreement with and for the benefit of the
Owners of the Bonds that it will annually on or before September 1 of each year review the public
records of the County relating to the collection of the Special Tax in order to determine the amount
of the Special Tax collected in the prior fiscal year, and if the City determines on the basis of such
review that the amount so collected is deficient by more than 5% of the total amount of the Special
Tax levied in the District in such Fiscal Year, it will within 30 days thereafter institute foreclosure
proceedings as authorized by the Act in order to enforce the lien of the delinquent installment of
the Special Tax against each separate lot or parcel of land in the District for which such installment
of the Special Tax is delinquent, and will diligently prosecute and pursue such foreclosure
proceedings to judgment and sale; provided, that if the City determines on the basis of such
review that (a) the amount so collected is deficient by less than 5% of the total amount of the
Special Tax levied in the District in such Fiscal Year, but that property owned by any single
property owner in the District is delinquent by more than $5,000 with respect to the Special Tax
due and payable by such property owner in such Fiscal Year, or (b) property owned by any single
property owner in the District is delinquent cumulatively by more than $3,250 with respect to the
current and past Special Tax due (irrespective of the total delinquencies in the District), then the
City will institute, prosecute and pursue such foreclosure proceedings in the time and manner
provided herein against each such property owner.
Notwithstanding the foregoing, the City may determine not to initiate foreclosure
proceedings if (a) the amount in the Reserve Fund is equal to the Reserve Requirement, and (b)
there have been no defaults in the payment of debt service on the Bonds.
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Additionally, notwithstanding any of the foregoing, in certain instances the amount of a
Special Tax delinquency on a particular parcel in relation to the cost of appropriate foreclosure
proceedings may be such that the costs do not warrant the foreclosure proceedings costs. In
such cases, foreclosure proceedings may be delayed by the City until there are sufficient Special
Tax delinquencies accruing to such parcel (including interest and penalties thereon) to warrant
the cost of such foreclosure proceedings.
Under the Act, foreclosure proceedings are instituted by the bringing of an action in the
superior court of the county in which the parcel lies, naming the owner and other interested
persons as defendants. The action is prosecuted in the same manner as other civil actions. In
such action, the real property subject to the special taxes may be sold at a judicial foreclosure
sale for a minimum price that will be sufficient to pay or reimburse the delinquent special taxes.
The owners of the Bonds benefit from the Reserve Fund established pursuant to the Fiscal
Agent Agreement; however, if delinquencies in the payment of the Special Taxes with respect to
the Bonds are significant enough to completely deplete the Reserve Fund, there could be a
default or a delay in payments of principal and interest to the owners of the Bonds pending
prosecution of foreclosure proceedings and receipt by the City of the proceeds of foreclosure
sales. Provided that it is not levying the Special Tax at the Maximum Annual Facilities Special
Tax rates set forth in the Rate and Method, the City may adjust the Special Taxes levied on all
property within the District subject to the Special Tax to provide an amount required to pay debt
service on the Bonds and to replenish the Reserve Fund. However, such adjustment is subject
to the Maximum Annual Facilities Special Tax and to the limitation described under the caption
“–Special Tax Methodology” above.
In addition to the Maximum Annual Facilities Special Tax rate limitation in the Rate and
Method, Section 53321(d) of the Act provides that the special tax levied against any parcel for
which an occupancy permit for private residential use has been issued may not be increased as
a consequence of delinquency or default by the owner of any other parcel within a community
facilities district by more than 10% above the amount that would have been levied in such Fiscal
Year had there never been any such delinquencies or defaults. In cases of significant
delinquency, these factors may result in defaults in the payment of principal of and interest on the
Bonds.
Under current law, a judgment debtor (property owner) has at least 120 days from the
date of service of the notice of levy to redeem the property to be sold. If a judgment debtor fails
to redeem and the property is sold, his or her only remedy is an action to set aside the sale, which
must be brought within 90 days of the date of sale. If, as a result of such an action a foreclosure
sale is set aside, the judgment is revived and the judgment creditor is entitled to interest on the
revived judgment as if the sale had not been made (California Code of Civil Procedure Section
701.680).
Foreclosure by court action is subject to normal litigation delays, the nature and extent of
which are largely dependent upon the nature of the defense, if any, put forth by the debtor and
the condition of the calendar of the superior court of the county. Such foreclosure actions can be
stayed by the superior court on generally accepted equitable grounds or as the result of the
debtor’s filing for relief under the Federal bankruptcy laws. The Act provides that, upon
foreclosure, the Special Tax lien will have the same lien priority as is provided for ad valorem
taxes and special assessments.
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No assurances can be given that the real property subject to a judicial foreclosure sale
will be sold or, if sold, that the proceeds of sale will be sufficient to pay any delinquent Special
Tax installment. The Act does not require the City to purchase or otherwise acquire any lot or
parcel of property foreclosed upon if there is no other purchaser at such sale.
Section 53356.6 of the Act requires that property sold pursuant to foreclosure under the
Act be sold for not less than the amount of judgment in the foreclosure action, plus post-judgment
interest and authorized costs, unless the consent of the owners of at least 75% of the outstanding
Bonds is obtained. However, under Section 53356.6 of the Act, the City, as judgment creditor, is
entitled to purchase any property sold at foreclosure using a “credit bid,” where the City could
submit a bid crediting all or part of the amount required to satisfy the judgment for the delinquent
amount of the Special Tax. If the City becomes the purchaser under a credit bid, the City must
pay the amount of its credit bid into the redemption fund established for the Bonds, but this
payment may be made up to 24 months after the date of the foreclosure sale.
Reserve Fund
The Reserve Fund has been established under the Fiscal Agent Agreement, to the credit
of which a deposit shall be made in the amount of the “Reserve Requirement,” which means the
lesser of 10% of the original principal amount of the Bonds, 100% of Maximum Annual Debt
Service on the Bonds, or 125% of average Annual Debt Service on the Bonds. The Reserve
Requirement for the Bonds will not increase after the date of issuance of the Bonds. Moneys in
the Reserve Fund shall be held in trust by the Fiscal Agent for the benefit of the Owners of the
Bonds as a reserve for the payment of principal of, and interest on, the Bonds and shall be subject
to a lien in favor of the Owners of the Bonds.
The Reserve Requirement established for the Bonds will be satisfied in the form of the
issuance of the Reserve Policy, which is a Q ualified Reserve Fund Credit Instrument as
described below. The Fiscal Agent shall comply with all of the terms and provisions of the Reserve
Policy for the purpose of assuring that funds are available thereunder when required for the
purposes of the Reserve Fund, within the limits of the coverage amount provided by the Reserve
Policy, including the terms and conditions set forth in Exhibit C.
The City has the right to either meet the Reserve Requirement at the time of issuance of
a Bonds or at any time thereafter to cause the Fiscal Agent to release cash from the Reserve
Fund, in whole or in part, by tendering to the Fiscal Agent: (1) a Qualified Reserve Fund Credit
Instrument, and (2) in the case of a release, an opinion of Bond Counsel stating that such release
will not, of itself, cause the portion of the interest on the Bonds secured thereby to become
includable in gross income for purposes of federal income taxation. Upon tender of such items
to the Fiscal Agent in connection with a release of cash, the Fiscal Agent will transfer such funds
to the City. Prior to the expiration of any Qualified Reserve Fund Credit Instrument, if applicable,
the City is obligated either to replace such Qualified Reserve Fund Credit Instrument with a new
Qualified Reserve Fund Credit Instrument, or to deposit or cause to be deposited with the Fiscal
Agent an amount of funds such that the funds on deposit in the Reserve Fund together with all
Qualified Reserve Fund Credit Instruments held by the Fiscal Agent is at least equal to the
Reserve Requirement (which funds may come from a draw by the Fiscal Agent on the Qualified
Reserve Fund Credit Instrument prior to its expiration).
“Qualified Reserve Fund Credit Instrument” means an irrevocable standby or direct-
pay letter of credit or surety bond issued by a commercial bank or insurance company and
deposited with the Fiscal Agent, provided that all of the following requirements are met: (a) the
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long-term credit rating of such bank or insurance company is rated “A” or better by S&P Global
Ratings, a business unit of Standard & Poor’s Financial Services LLC or Moody’s Investors
Service, Inc. at the time of issuance; (b) such letter of credit or surety bond has a term of at least
12 months; (c) such letter of credit or surety bond has a stated amount at least equal to the
portion of the Reserve Requirement being met by such instrument or with respect to which funds
are proposed to be released pursuant to the Fiscal Agent Agreement; and (d) the Fiscal Agent
is authorized pursuant to the terms of such letter of credit or surety bond to draw thereunder an
amount equal to any deficiencies which may exist from time to time in the Bond Fund for the
purpose of making payments required pursuant to the Fiscal Agent Agreement.
No Additional Bonds Except for Refunding
The City has covenanted in the Fiscal Agent Agreement not to issue additional bonds
payable from Special Taxes and by the Special Tax Revenues equally and ratably with Bonds
previously issued, except that the City may issue bonds to refund all or part of the 2024Bonds.
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DEBT SERVICE SCHEDULE
The annual debt service on the Bonds, assuming no early redemptions other than
mandatory sinking fund payments, is set forth below, followed by a table showing the coverage
based on the Maximum Special Tax (which does not escalate).
City of Moorpark
Community Facilities District No. 2004-1
(Moorpark Highlands)
2025 Special Tax Refunding Bonds
Annual Debt Service
Year
Ending
(Sept. 1)
Bonds
Principal
Bonds
Interest
Bonds
Total
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
______________
Source: Underwriter.
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City of Moorpark
Community Facilities District No. 2004-1
(Moorpark Highlands)
2025 Special Tax Refunding Bonds
Projected Debt Service Coverage (1)
Fiscal
Year
Ending
Projected
Maximum
Special
Tax(1)
Priority
Administrative
Expenses(2)
Net Projected
Maximum
Special Tax
Series
2025 Debt
Service*
Debt Service
Coverage
Maximum
Special Tax*
2025 $1,275,002 $38,505 $1,236,497 $602,772 205.14%
2026 1,275,002 39,275 1,235,727 560,250 220.57
2027 1,275,002 40,061 1,234,941 565,500 218.38
2028 1,275,002 40,862 1,234,140 564,750 218.53
2029 1,275,002 41,679 1,233,323 563,250 218.97
2030 1,275,002 42,513 1,232,489 571,000 215.85
2031 1,275,002 43,363 1,231,639 562,500 218.96
2032 1,275,002 44,230 1,230,772 563,500 218.42
2033 1,275,002 45,115 1,229,887 568,500 216.34
2034 1,275,002 46,017 1,228,985 567,250 216.66
2035 1,275,002 46,937 1,228,064 565,000 217.36
2036 1,275,002 47,876 1,227,126 561,750 218.4
2037 1,275,002 48,834 1,226,168 562,500 217.99
2038 1,275,002 49,810 1,225,192 567,000 216.08
* Preliminary, subject to change.
(1) Does not include prepaid parcels. (2) Equals $37,750 in fiscal year 2023-24 District Budget, escalated by
2% per year for following years.
Sources: Willdan Financial Services
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THE DISTRICT
Formation of the District
On September 15, 2004, the City Council adopted a Resolution of Intention to form a
community facilities district under the Act, to levy a special tax and to incur bonded indebtedness
for the purpose of financing the Facilities and making contributions to certain public facilities. After
conducting a noticed public hearing, on September 7, 2005, the City Council adopted the
Resolution of Formation, which established Community Facilities District No. 2004-1 (Moorpark
Highlands), set forth the Rate and Method within the District and set forth the necessity to incur
bonded indebtedness in a total amount not to exceed $43,750,000. On the same day, an election
was held within the District in which the master developer (who was then the only eligible
landowner voter in the District) unanimously approved the proposed bonded indebtedness and
the levy of the Special Tax.
An initial issuance of bonds for the District occurred in 2006 in the original amount of
$38,030,000. In September 2010 $8,395,000 principal amount of the 2006 bonds were redeemed
from proceeds of those bonds, which were originally intended to be used for acquisition of a
school site and not needed for that purpose. The 2006 bonds were refunded by the 2014 Bonds
and the 2014 Bonds will be refunded by the Bonds.
Location and Description of the District
The District is located in the northern portion of the City and consists of a 445-acre site on
the northern terminus of Spring Road, north of the City’s downtown area, originally marketed and
sold as the overall “Moorpark Highlands” development. The development comprises detached
and attached single-family homes, all of which were sold by merchant builders several years ago.
The City is located in the southeast portion of Ventura County and is surrounded by
unincorporated areas of the county except for the extreme northeast which borders Simi Valley
and Thousand Oaks. To the southwest, beyond unincorporated Ventura County is the City of
Camarillo with Oxnard and Ventura found further southwest. North of the City along State
Highway 23 is the City of Fillmore with county lands and the Los Padres National Forest further
north. The City’s boundaries encompass approximately 12.44 square miles and is part of a
geographic subarea identified as the Simi Valley. This region includes the cities of Simi Valley
and Moorpark. To the south is another geographic subarea identified as the Conejo Valley which
includes the cities of Thousand Oaks, Westlake Village, and Agoura Hills.
Ventura County is part of the greater Los Angeles basin area consisting of Los Angeles,
Orange, Riverside, San Bernardino and Ventura Counties. It enjoys a coastal location having a
pleasant Mediterranean climate with moderate temperatures and typical annual rainfall of 15
inches along the coast and 30 inches in the mountainous regions. The County’s southern border
lies approximately 65 miles northwest of the Los Angeles Civic Center.
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22
Development in the District
Land in the District comprises a fully developed 685 single family home residential
subdivision; many homes have prepaid the Special Tax and some parcels are “Affordable Units”
not subject to the Special Tax per the Special Tax Formula; accordingly 369 parcels were subject
to the Special Tax for Fiscal Year 2024-25. Land originally designated as a school site became
developed single family residential, adding 133 units to the originally planned 552 single-family
residential units project. Land in the District also includes open space and public parks not subject
to the Special Tax.
Home development in the District was undertaken by Pardee Homes, KB Homes and Toll
Brothers. At the time of the formation of the District, all the land in the District was owned by
Pardee Homes, as the master developer. In 2006, it sold 132 lots, constituting its "Sterling
Heights" neighborhood, to KB Home, which then sold all of its remaining lots to Toll Brothers in
December 2009.
For purposes of calculating the Special Tax, the District is comprised of four Special
Tax zones, designated "Zone 1," "Zone 2", "Zone 3", and "Zone 4." Zone 1 was originally
planned to consist of 95 homes, Zone 2 for 77 condominium homes; Zone 3 for 322 homes
and Zone 4 for 37 homes. The minimum Taxable Acreage was 9.86 for Zone 1, 2.47 for Zone
2, 67.20 for Zone 3 and 24.12 for Zone 4.
Currently the zones are built out and for the Fiscal Year 2024-25 Special Tax levy
Zone 1 comprised 88 taxable homes, Zone 101 taxable homes, Zone 3 179 taxable homes
and Zone 4 1 taxable home, as shown in the following tables.
Table 1
City of Moorpark
Community Facilities District No. 2004-1
(Moorpark Highlands)
2025 Special Tax Refunding Bonds
Development Summary and Allocation of Special Taxes
ZONE 1
Property Type (1)(2)
2024/25
Number of
Units
2024/25 Maximum
Special Tax
% of 2024/25
Maximum
Special Tax
Residential Property: Less than 2,151 Sq Ft 22 $84,876 22.60%
Residential Property: 2,151 - 2,350 Sq Ft 0 0 0.00
Residential Property: 2,351 - 2,550 Sq Ft 0 0 0.00
Residential Property: 2,551 - 2,750 Sq Ft 24 102,432 27.27
Residential Property: Greater than 2,750 Sq Ft 42 188,286 50.13
Non Residential Property 0 0 0.00
Exempt Property 0 0 0.00
Totals 88 $375,594 100.00%
(1) Assigned by the CFD Administrator according to the Rate and Method of Apportionment using County Assessor’s
secured roll data for Fiscal Year 2024/25.
(2) There are 7 prepaid parcels in this zone.
Source: Willdan Financial Services.
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23
ZONE 2
Property Type (1)(2)
2024/25
Number of
Units
2024/25 Maximum
Special Tax
% of 2024/25
Maximum
Special Tax
Residential Property: Less than 1,401 Sq Ft 5 $2,551 5.46%
Residential Property: 1,401 - 1,600 Sq Ft 34 20,256 43.32
Residential Property: Greater than 1,600 Sq Ft 34 23,953 51.23
Non Residential Property 0 0 0.00
Exempt Property 28 0 0.00
Totals 101 $46,760 100.00%
(1) Assigned by the CFD Administrator according to the Rate and Method of Apportionment using County Assessor’s
secured roll data for Fiscal Year 2024/25.
(2) There is 1 prepaid parcel in this zone.
Source: Willdan Financial Services.
ZONE 3
Property Type (1)(2)
2024/25
Number of
Units
2024/25
Maximum
Special Tax
% of 2024/25
Maximum
Special Tax
Residential Property: Less than 2,351 Sq Ft 0 $0 0.00%
Residential Property: 2,351-2,600 Sq Ft 0 0 0.00
Residential Property: 2,601-2,850 Sq Ft 24 109,161 12.90
Residential Property: 2,851-3,100 Sq Ft 36 160,810 19.00
Residential Property: 3,101-3,350 Sq Ft 58 273,735 32.34
Residential Property: 3,351-3,600 Sq Ft 26 144,456 17.07
Residential Property: 3,601-3,850 Sq Ft 25 143,550 16.96
Residential Property: 3,851-4,100 Sq Ft 2 8,082 0.95
Residential Property: 4,101-4,350 Sq Ft 0 0 0.00
Residential Property: 4,351-4,600 Sq Ft 0 0 0.00
Residential Property: Greater than 4,600 Sq Ft 1 6,576 0.78
Non Residential Property 0 0 0.00
Exempt Property 7 0 0.00
Totals 179 $846,370 100.00%
(1) Assigned by the CFD Administrator according to the Rate and Method of Apportionment using County Assessor’s
secured roll data for Fiscal Year 2024/25.
(2) There are 272 prepaid parcels in this zone.
Source: Willdan Financial Services
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24
ZONE 4
Property Type (1)(2)
2024/25
Number of
Units
2024/25
Maximum
Special Tax
% of 2024/25
Maximum
Special Tax
Residential Property: Less than 3,201 Sq Ft 0 $0 0.00
Residential Property: 3,201 - 3,750 Sq Ft 1 6,278 100.00
Residential Property: 3,751 - 4,300 Sq Ft 0 0 0.00
Residential Property: 4,301 - 4,900 Sq Ft 0 0 0.00
Residential Property: Greater than 4,900 Sq Ft 0 0 0.00
Non Residential Property 0 0 0.00
Exempt Property 0 0 0.00
Totals 1 $6,278 100.00%
(1) Assigned by the CFD Administrator according to the Rate and Method of Apportionment using County Assessor’s
secured roll data for Fiscal Year 2024/25.
(2) There are 36 prepaid parcels in this zone.
Source: Willdan Financial Services
Levy of Special Tax; Maximum Special Tax Revenue
Levy of Special Tax. The Special Tax will be levied and collected through the application
of the appropriate amount or rate as described in the Rate and Method each year in an amount
at least sufficient to pay debt service on outstanding Bonds and administrative expenses of the
District. See "SECURITY FOR THE BONDS - Special Tax Methodology" above and APPENDIX
A.
The District comprises 685 residential parcels, however the original homebuilders prepaid
the Special Tax on some of the homes they sold. Additionally, some homeowners have prepaid
the Special Tax and 32 homes sold as affordable are not subject to the Special Tax.
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25
The following tables show a 2024-25 assessed valuation summary of the parcels in the
District currently subject to the Special Tax by square footage and zone, and the related share of
the principal of the Bonds.
Table 2
City of Moorpark
Community Facilities District No. 2004-1
(Moorpark Highlands)
Maximum Special Tax and Valuation Summary of Parcels Currently Subject to
Special Tax (1)
ZONE 1
Property Type (1)(2)
2024/25
Maximum
Special Tax
Share of
Bonds *
2024/25 Total
Assessed Value
Residential Property: Less than 2,151 Sq Ft $84,876 6.66% $16,252,192
Residential Property: 2,151 - 2,350 Sq Ft 0 0.00% 0
Residential Property: 2,351 - 2,550 Sq Ft 0 0.00% 0
Residential Property: 2,551 - 2,750 Sq Ft 102,432 8.03% 18,444,233
Residential Property: Greater than 2,750 Sq Ft 188,286 14.77% 33,536,613
Non Residential Property 0 0.00% 0
Exempt Property 0 0.00% 0
Totals $375,594 14.69% $68,233,038
* Preliminary, subject to change.
(1) Assigned by the CFD Administrator according to the Rate and Method of Apportionment using County Assessor’s
secured roll data for Fiscal Year 2024/25.
(2) There are 7 prepaid parcels in this zone.
Source: Willdan Financial Services
ZONE 2
Property Type (1)(2)
2024/25
Maximum
Special Tax
Share of
Bonds*
2024/25 Total
Assessed Value
Residential Property: Less than 1,401 Sq Ft $2,551.25 0.20 $2,506,094
Residential Property: 1,401 - 1,600 Sq Ft 20,255.50 1.59 18,401,853
Residential Property: Greater than 1,600 Sq Ft 23,953.00 1.88 20,330,056
Non Residential Property 0.00 0.00 0
Exempt Property 0.00 0.00 5,828,074
Totals $46,760.00 3.67% $47,066,077
* Preliminary, subject to change.
(1) Assigned by the CFD Administrator according to the Rate and Method of Apportionment using County Assessor’s
secured roll data for Fiscal Year 2024/25.
(2) There is 1 prepaid parcel in this zone.
Source: Willdan Financial Services
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26
ZONE 3
Property Type (1)(2)
2024/25
Maximum
Special Tax
Share of
Bonds*
2024/25 Total
Assessed Value
Residential Property: Less than 2,351 Sq Ft $0.00 0.00 $0
Residential Property: 2,351-2,600 Sq Ft 0.00 0.00 0
Residential Property: 2,601-2,850 Sq Ft 109,161.00 8.56 20,525,218
Residential Property: 2,851-3,100 Sq Ft 160,809.00 12.61 30,750,981
Residential Property: 3,101-3,350 Sq Ft 273,735.00 21.47 55,817,139
Residential Property: 3,351-3,600 Sq Ft 144,456.00 11.33 27,663,091
Residential Property: 3,601-3,850 Sq Ft 143,550.00 11.26 24,808,222
Residential Property: 3,851-4,100 Sq Ft 8,082.48 0.63 2,342,064
Residential Property: 4,101-4,350 Sq Ft 0.00 0.00 0
Residential Property: 4,351-4,600 Sq Ft 0.00 0.00 0
Residential Property: Greater than 4,600 Sq
Ft 6,576.00 0.52 1,850,000
Non Residential Property 0.00 0.00 0
Exempt Property 0.00 0.00 1,711,204
Totals $846,370.00 66.38% $165,467,919
* Preliminary, subject to change.
(1) Assigned by the CFD Administrator according to the Rate and Method of Apportionment using County Assessor’s
secured roll data for Fiscal Year 2024/25.
(2) There are 272 prepaid parcels in this zone.
Source: Willdan Financial Services
ZONE 4
Property Type (1)(2)
2024/25
Maximum
Special
Tax
Share of
Bonds*
2024/25 Total
Assessed
Value
Residential Property: Less than 3,201 Sq Ft $0.00 0.00 $0
Residential Property: 3,201 - 3,750 Sq Ft 6,278.00 0.49 1,393,711
Residential Property: 3,751 - 4,300 Sq Ft 0.00 0.00 0
Residential Property: 4,301 - 4,900 Sq Ft 0.00 0.00 0
Residential Property: Greater than 4,900 Sq
Ft 0.00 0.00 0
Non Residential Property 0.00 0.00 0
Exempt Property 0.00 0.00 0
Totals $6,278.00 0.49% $1,393,711
* Preliminary, subject to change.
(1) Assigned by the CFD Administrator according to the Rate and Method of Apportionment using County Assessor’s
secured roll data for Fiscal Year 2024/25.
(2) There are 36 prepaid parcels in this zone.
Source: Willdan Financial Services.
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Limitations on Increases in Special Tax Levy. If owners are delinquent in the payment
of Special Taxes, the City may not increase Special Tax levies to make up for delinquencies for
prior Fiscal Years above the Maximum Special Tax rates specified for each category of property
within the District. In addition, Section 53321(d) of the Act provides that the special tax levied
against any parcel for which an occupancy permit for private residential use has been issued may
not be increased as a consequence of delinquency or default by the owner of any other parcel
within a community facilities district by more than 10% above the amount that would have been
levied in such Fiscal Year had there never been any such delinquencies or defaults. In cases of
significant delinquency, these factors may result in defaults in the payment of principal of and
interest on the Bonds. See "BOND OWNERS’ RISKS."
Assessed Valuation of Land in the District. The District has not commissioned an
appraisal of the taxable property in the District in connection with the issuance of the Bonds. A
six-year history of assessed values in the District is shown below; certain parcels in the District
have prepaid the Special Tax and are no longer subject to a levy.
Table 3
City of Moorpark
Community Facilities District No. 2004-1
(Moorpark Highlands)
District Assessed Valuation History
Fiscal Year Land Value Structure Value Total Value Percent Change
2020/21 $149,870,886 $100,017,910 $249,888,796 N/A
2021/22 $155,431,337 $101,074,994 $256,506,331 2.65%
2022/23 $164,094,990 $105,630,556 $269,725,546 5.15%
2023/24 $166,375,371 $108,246,096 $274,621,467 1.82%
2024/25 $170,874,645 $111,109,518 $281,984,163 2.68%
(1) Assessed Valuation as of Respective Fiscal Year's County Assessor's Roll Data.
Source: County Assessor’s roll data, compiled by Willdan Financial Services.
Value to Burden Ratios. The fiscal year 2024-25 assessed value for all parcels in the
District currently subject to the Special Tax is $281,984,163. Assuming Bonds in the principal
amount of $5,695,000,* the value to Bonds ratio for the District currently subject to the Special
Tax is 34.64:1*. These ratios do not include overlapping general obligation and assessment debt
outstanding (see "Direct and Overlapping Governmental Obligations" below).
* Preliminary, subject to change.
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Value to lien ratios based on the Fiscal Year 2024-25 assessed valuation in the District are shown in the following table.
Table 4
VALUE TO LIEN RATIO OF DEVELOPED PROPERTY
ALL PROPERTY TYPES COMBINED
Assessed Value-
to-Lien
Number
of
Parcels
(1)
2024/25
Assessed Land
Value (2)
2024/25
Assessed
Structure Value
(2)
2024/25
Assessed
Value (2)
FY 2024/25
Maximum
Special Tax (3)
Share 2025
Bonds Debt
(4)
Other
Overlapping
Tax and
Assessment
Debt (5)
Total Direct
and
Overlapping
Tax and
Assessment
Debt
Average
Value to Lien
Percent of
2025 Bonds
Under 5:1 (6) 2 111,857 59,703 171,560 8,341 37,256 1,394 38,651 4.44:1 0.65%
5:1 to 9.99:1 (6) 1 37,161 145,824 182,985 4,786 21,377 1,487 22,865 8:1 0.38%
10:1 to 19.99:1 (6) 4 906,546 764,696 1,671,242 18,878 84,322 13,583 97,905 17.07:1 1.48%
20:1 to 29.99:1 89 38,173,288 32,155,960 70,329,248 440,014 1,965,393 571,620 2,537,013 27.72:1 34.51%
30:1 or Greater 238 127,146,519 75,119,913 202,266,432 802,983 3,586,651 1,643,976 5,230,627 38.67:1 62.98%
Totals 334 $166,375,371 $108,246,096 $274,621,467 $1,275,002 $5,695,000 $2,232,061 $7,927,061 34.64:1 100.00%
(1) Does not include 316 parcels that have prepaid their Special Tax.
(2) Per County Assessor's roll data for Fiscal Year 2024/25, assuming January 1, 2024 valuation date.
(3) Assigned by the CFD Administrator according to the Rate and Method of Apportionment using County Assessor’s secured roll data for Fiscal Year 2024/25.
(4) Allocated based on the proportionate share of the 2024/25 Maximum Special Tax.
(5) Per overlapping debt statement data provided by California Municipal Statistics dated November 1, 2024. Information shown is for Fiscal Year 2024/25.
(6) Lower Value-to-Lien categories likely due to Propositions 13, 58, 60, and 90 in the State of California which allow for the transfer of base assessed values from one property to another.
Source: Willdan Financial Services
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29
Special Tax Enforcement and Collection Procedures. The City could receive additional funds for the payment of debt service
through foreclosure sales of delinquent property, but no assurance can be given as to the amount foreclosure sale proceeds or when
foreclosure sale proceeds would be received. The City has covenanted in the Fiscal Agent Agreement to take certain enforcement
actions and commence and pursue foreclosure proceedings against delinquent parcels under the terms and conditions described in this
Official Statement. See "SECURITY FOR THE BONDS — Delinquent Payments of Special Tax; Covenant for Superior Court
Foreclosure."
Foreclosure actions would include, among other steps, formal City Council action to authorize commencement of foreclosure
proceedings, mailing multiple demand letters to the record owners of the delinquent parcels advising them of the consequences of failing
to pay the applicable special taxes and contacting secured lenders to obtain payment. If these efforts were unsuccessful, th ey would be
followed (as needed) by the filing of an action to foreclose in superior court against each parcel that remained delinquent.
Future delinquencies in the payment of property taxes (including the Special Taxes) with respect to property in the District could
result in draws on the Reserve Fund established, and perhaps, ultimately, a default in the payment on the Bonds. See "BOND OWNERS’
RISKS."
City of Moorpark
Community Facilities District No. 2004-1
(Moorpark Highlands)
Special Tax Collections and Delinquencies
Outstanding Delinquencies as of May 13, 2024
Fiscal Year Amount Levied
Number of
Percentage
Delinquent
Amount
Delinquent
Parcels
Delinquent
2019-20 $703,020.50 0 $0 0.00%
2020-21 $703,902.50 0 0 0.00
2021-22 $645,919.98 0 0 0.00
2022-23 $645,957.96 1 178 0.03
2023-24 $639,940.60 7 $8,644 1.35%
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Special Tax Levy and Delinquencies as of May 13, 2024
Installment Fiscal Year
Special Tax
Levy
Amount
Delinquent
Percentage
Delinquent
Parcels
Levied
Parcels
Delinquent
First 2022-23 $322,978.98 $0 0.00% 335 0
Second 2022-23 $322,978.98 $178 0.06% 335 1
First 2023-24 $319,970.30 $2,627 0.82% 334 3
Second 2023-24 $319,970.30 $6,017 1.88% 334 7
Source: Ventura County Tax Collector data, as compiled by Willdan Financial Services.
Limitations on Increases in Special Tax Levy. If owners are delinquent in the payment of Special Taxes, the City may not
increase Special Tax levies to make up for delinquencies for prior Fiscal Years above the Maximum Special Tax rates specified for each
category of property within the District. See "SECURITY FOR THE BONDS – Special Tax Methodology." In addition, Section 53321(d)
of the Act provides that the special tax levied against any parcel for which an occupancy permit for private residential use has been
issued may not be increased as a consequence of delinquency or default by the owner of any other parcel within a community facilities
district by more than 10% above the amount that would have been levied in such Fiscal Year had there never been any such
delinquencies or defaults. In cases of significant delinquency, these factors may result in defaults in the payment of principal of and
interest on the Bonds. See "BOND OWNERS’ RISKS."
Direct and Overlapping Governmental Obligations
Overlapping Debt Statement. Contained within the boundaries of the District are certain overlapping local agencies providing
public services. Many of these local agencies have outstanding debt. The direct and overlapping debt affecting the District as of
November 1, 2025 is shown in the table below, a direct and overlapping debt report (the "Debt Report") prepared by California Municipal
Statistics, Inc. The Debt Report is included for general information purposes only. The City has not reviewed the Debt Report for
completeness or accuracy and makes no representation in connection therewith.
The Debt Report generally includes long term obligations sold in the public credit markets by public agencies whose boundaries
overlap the boundaries of the District in whole or in part. These long-term obligations are not payable from revenues of the District
(except as indicated) nor are they necessarily obligations secured by land within the District. In many cases long-term obligations issued
by a public agency are payable only from the general fund or other revenues of such public agency. The amount shown reflects the
amount outstanding as of the date indicated and does not reflect the amount of authorized but unissued debt.
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Table 5
City of Moorpark
Community Facilities District No. 2004-1
(Moorpark Highlands)
Direct and Overlapping Governmental Obligations
As of November 1, 2025
2024-25 Assessed Valuation (Land and Improvements): $625,356,946
DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT: % Applicable Debt 11/1/24
Metropolitan Water District 0.02% $2,800
Ventura County Community College District 0.347 748,778
Moorpark Unified School District 7.245 2,219,145
City of Moorpark Community Facilities District No. 2004-1 100 6,645,000
TOTAL DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT $9,615,723
OVERLAPPING GENERAL FUND DEBT:
Ventura County General Fund Obligations 0.35% $895,702
Ventura County Superintendent of Schools Certificates of Participation 0.347 23,660
Moorpark Unified School District Certificates of Participation 7.245 110,069
TOTAL DIRECT AND OVERLAPPING GENERAL FUND DEBT $1,029,431
COMBINED TOTAL DEBT $10,645,154
(1) Excludes issue to be sold. (2) Excludes tax and revenue anticipation notes, enterprise revenue, mortgage revenue and non-bonded capital
lease obligations.
Ratios to 2024-25 Assessed Valuation:
Direct Debt ($6,645,000) 1.06%
Total Direct and Overlapping Tax and Assessment Debt 1.54%
Combined Total Debt 1.70%
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Sample Tax Bill
The following table sets forth the estimated total tax burden on a sample parcel in the District, based on special tax rates for
Fiscal Year 2024-25.
Table 6
City of Moorpark
Community Facilities District No. 2004-1
(Moorpark Highlands)
Sample Tax Bill
Parcel Number:
513-0-082-045
Bill Request Code:
5212
Tax Rate Area (TRA):
10003
Assessment Number:
202430158071
Assessment Revision:
000
Bill Number:
202401193210
Bill Revision:
000
Effective Tax Year:
2024/25
Billed Tax Year
2024/25
Billed Date:
09/29/2024
Value Type Assessed Value Taxing Agency Phone Tax Rate x Assessed Value = Tax Amount
Land & Minerals 293,943 14001101 - PROP 13 MAXIMUM 1% TAX 805-654-3181 1.000 729,262 $7,292.62
Improvements 440,919 12015103 - VTA COMM COLLEGE BD 805-383-1982 0.0137 729,262 $99.90
Fixture 12021102 - UNI SCH BD MOORPARK 805-383-1982 0.0286 729,262 $208.57
Trees & Vines 12021103 - UNI SCH BD MOORPARK 2 805-383-1982 0.0188 729,262 $137.10
Total Land & Improvement Value 734,862 18750101 - METROPOLITAN WTR 866-807-6864 0.007 729,262 $51.05
Personal Property 1.0681 General Tax Subtotal: $7,789.24
Total Gross Value 734,862 18090103 - MOORPARK MD LIGHTS 84-2 800-273-5167 12-41 $34.02
Homeowner Exemption 5,600 18090107 - CFD#2004-1 HIGHLANDS/MR 866-807-6864 16-23 $2,118.00
Other Exemptions 18090109 - MOORPARK PARK MAINT 800-273-5167 17-18 $72.88
Total Net Value 729,262 18090116 - MOORPARK HIGHLAND LLMD 800-273-5167 17-75 $1,228.64
10% §463 Penalty 18620101 - CALLEGUAS MWD 866-807-6864 08-24 $5.00
Total Assessed Value 729,262 18750102 - METRO WTR DIS STANDBY 866-807-6864 08-22 $9.58
R&T Codes: 26130106 - VCWPD ZN3 MPK WPD NPDES 805-672-2106 14-37 $2.82
36130102 - VCWPD ZN3 FLD CTRL MAINT 805-672-2106 14-06 $16.16
Other Exemptions: Direct Assessment Subtotal: $3,487.10
Notes to Taxpayer: 1st Installment
Pay By 12/10/2024
$5,638.17
2nd Installment Pay By 04/10/2025
$5,638.17
TOTAL TAX DUE $11,276.34
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SPECIAL RISK FACTORS
The purchase of the Bonds described in this Official Statement involves a degree of risk that
may not be appropriate for some investors. The following includes a discussion of some of the risks
that should be considered before making an investment decision.
Limited Obligation of the City to Pay Debt Service
The City has no obligation to pay principal of and interest on the Bonds in the event Special
Tax collections are delinquent, other than from amounts, if any, on deposit in the Reserve Fund or
funds derived from the tax sale or foreclosure and sale of parcels on which levies of the Special Tax
are delinquent, nor is the City obligated to advance funds to pay such debt service on the Bonds.
The Bonds are not general obligations of the City but are limited obligations of the City, payable
solely from the proceeds of the Special Tax and certain funds held under the Fiscal Agent
Agreement, including amounts deposited in the Reserve Fund and investment income thereon, and
the proceeds, if any, from the sale of property in the event of a foreclosure. See “SECURITY AND
SOURCES OF PAYMENT FOR THE BONDS.” Any tax for the payment of the Bonds will be limited
to the Special Tax to be collected within the District.
Property Values
The value of the taxable property within the District is a critical factor in determining the
investment quality of the Bonds. If a property owner defaults in the payment of the Special Tax, the
City may bring an action to foreclose on the delinquent property in an attempt to obtain funds with
which to pay debt service on the Bonds. Land values could be adversely affected by economic and
other factors beyond the City’s control, such as: a general economic downturn; adverse judgments
in future litigation that could affect the scope, timing or viability of surrounding development;
relocation of employers out of the area; stricter land use regulations; shortages of water, electricity,
natural gas or other utilities; destruction of property caused by earthquake, flood or other natural
disasters; environmental pollution or contamination.
The following is a discussion of specific risk factors that could affect the value of property in
the District.
Risks Related to Availability of Mortgage Loans. The current state of the world-wide
capital markets has adversely affected the availability of mortgage loans to homeowners, including
potential buyers of homes within the District. Any such unavailability could hinder the ability of the
current homeowners to resell their homes, or the sale of newly completed homes in the future.
Natural Disasters. The value of the parcels in the District in the future can be adversely
affected by a variety of natural occurrences, particularly those that may affect infrastructure and
other public improvements and private improvements on the parcels in the District and the continued
habitability and enjoyment of such private improvements. For example, the areas in and surrounding
the District, like those in much of California, may be subject to earthquakes or other unpredictable
seismic activity, however, the District is not located in a seismic special studies zone.
Other natural disasters could include, without limitation, landslides, floods, droughts, wildfires
or tornadoes. One or more natural disasters could occur and could result in damage to
improvements of varying seriousness. Although the land in the District is not in a high-risk area (or
a special fire hazard severity zone) for wildfires, landslides, floods, or tornadoes, natural disasters
such as these are unpredictable and may occur anywhere throughout the State, with devastating
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consequences. The damage may entail significant repair or replacement costs and that repair or
replacement may never occur either because of the cost, or because repair or replacement will not
facilitate habitability or other use, or because other considerations preclude such repair or
replacement. Under any of these circumstances there could be significant delinquencies in the
payment of Special Taxes, and the value of the parcels may well depreciate.
Legal Requirements. Other events that may affect the value of Taxable Property include
changes in the law or application of the law. Such changes may include, without limitation, local
growth control initiatives, local utility connection moratoriums and local application of statewide tax
and governmental spending limitation measures.
Hazardous Substances. Any discovery of a hazardous substance detected on property
within the District would affect the marketability and the value of some or all of the property in the
District. In that event, the owners and operators of a parcel within the District may be required by
law to remedy conditions of the parcel relating to releases or threatened releases of hazardous
substances. The federal Comprehensive Environmental Response, Compensation and Liability Act
of 1980, sometimes referred to as “CERCLA” or the “Superfund Act,” is the most well-known and
widely applicable of these laws. California laws with regard to hazardous substances are also
applicable to property within the District and are as stringent as the federal laws. Under many of
these laws, the owner (or operator) is obligated to remedy a hazardous substance condition of
property whether or not the owner (or operator) has anything to do with creating or handling the
hazardous substance. The effect, therefore, should any of the parcels be contaminated by a
hazardous substance is to reduce the marketability and value of the parcel by the costs of remedying
the condition, because the purchaser, upon becoming owner, will become obligated to remedy the
condition just as is the seller.
The values set forth in the Appraisal do not take into account the possible reduction in
marketability and value of any of the parcels within the District by reason of the possible liability of
the owner (or operator) for the remedy of a hazardous substance condition on a parcel. Although
the City is not aware that the owner (or operator) of any of the property within the District has a
current liability for a hazardous substance with respect to any of the parcels, it is possible that such
liabilities do currently exist and that the City is not aware of them.
Further, it is possible that liabilities may arise in the future with respect to any of the parcels
within the District resulting from the existence, currently, on the parcel of a substance presently
classified as hazardous but which has not been released or the release of which is not presently
threatened, or may arise in the future resulting from the existence, currently, on the parcel of a
substance not presently classified as hazardous but which may in the future be so classified.
Further, such liabilities may arise not simply from the existence of a hazardous substance but from
the method of handling it. All of these possibilities could significantly affect the value of a parcel
within the District that is realizable upon a foreclosure sale.
Levy and Collection of Special Taxes
General. The principal source of payment of principal of and interest on the Bonds is the
proceeds of the annual levy and collection of the Special Tax against property within the District.
Limitation on Maximum Special Tax Rate. The annual levy of the Special Tax is subject
to the Maximum Annual Facilities Special Tax rate authorized in the Rate and Method. The levy
cannot be made at a higher rate even if the failure to do so means that the estimated proceeds of
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the levy and collection of the Special Tax, together with other available funds, will not be sufficient
to pay debt service on the Bonds.
In addition to the Maximum Annual Facilities Special Tax rate limitation in the Rate and
Method, Section 53321(d) of the Act provides that the special tax levied against any parcel for which
an occupancy permit for private residential use has been issued may not be increased as a
consequence of delinquency or default by the owner of any other parcel within a community facilities
district by more than 10% above the amount that would have been levied in such Fiscal Year had
there never been any such delinquencies or defaults. In cases of significant delinquency, these
factors may result in defaults in the payment of principal of and interest on the Bonds.
No Relationship Between Property Value and Special Tax Levy. Because the Rate and
Method is not based on property value, the levy of the Special Tax will rarely, if ever, result in a
uniform relationship between the value of particular parcels of Taxable Property and the amount of
the levy of the Special Tax against those parcels. Thus, there will rarely, if ever, be a uniform
relationship between the value of the parcels of Taxable Property and their proportionate share of
debt service on the Bonds, and certainly not a direct relationship.
Factors that Could Lead to Special Tax Deficiencies. The following are some of the
factors that might cause the levy of the Special Tax on any particular parcel of Taxable Property to
vary from the Special Tax that might otherwise be expected:
Transfers to Governmental Entities. The number of parcels of Taxable Property could
be reduced through the acquisition of Taxable Property by a governmental entity and failure
of the government to pay the Special Tax based upon a claim of exemption or, in the case of
the federal government or an agency thereof, immunity from taxation, thereby resulting in an
increased tax burden on the remaining taxed parcels.
Property Tax Delinquencies. Failure of the owners of Taxable Property to pay
property taxes (and, consequently, the Special Tax), or delays in the collection of or inability
to collect the Special Tax by tax sale or foreclosure and sale of the delinquent parcels, could
result in a deficiency in the collection of Special Tax revenues. See “– Tax Delinquencies”
below. There is currently no history of tax levies in the District.
Delays Following Special Tax Delinquencies and Foreclosure Sales. The Fiscal
Agent Agreement generally provides that the Special Tax is to be collected in the same
manner as ordinary ad valorem property taxes are collected and, except as provided in the
special covenant for foreclosure described in “SECURITY AND SOURCES OF PAYMENT
FOR THE BONDS – Delinquent Payments of Special Tax; Covenant for Superior Court
Foreclosure” and in the Act, is subject to the same penalties and the same procedure, sale
and lien priority in case of delinquency as is provided for ordinary ad valorem property taxes.
Under these procedures, if taxes are unpaid for a period of five years or more, the property
is deeded to the State and then is subject to sale by the County.
If sales or foreclosures of property are necessary, there could be a delay in payments
to owners of the Bonds pending such sales or the prosecution of foreclosure proceedings
and receipt by the City of the proceeds of sale if the Reserve Fund is depleted. See
“SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Delinquent Payments of
Special Tax; Covenant for Superior Court Foreclosure.”
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The ability of the City to collect interest and penalties specified by State law and to
foreclose against properties having delinquent Special Tax installments may be limited in
certain respects with regard to properties in which the Federal Deposit Insurance Corporation
(the “FDIC”) has or obtains an interest. The FDIC would obtain such an interest by taking
over a financial institution that has made a loan that is secured by property within the District.
See “ – FDIC/Federal Government Interests in Properties” below.
Other laws generally affecting creditors’ rights or relating to judicial foreclosure may
affect the ability to enforce payment of Special Taxes or the timing of enforcement of Special
Taxes. For example, the Soldiers and Sailors Civil Relief Act of 1940 affords protections
such as a stay in enforcement of the foreclosure covenant, a six-month period after
termination of military service to redeem property sold to enforce the collection of a tax or
assessment and a limitation on the interest rate on the delinquent tax or assessment to
persons in military service if the court concludes the ability to pay such taxes or assessments
is materially affected by reason of such service.
FDIC/Federal Government Interests in Properties
General. The ability of the City to foreclose the lien of delinquent unpaid Special Tax
installments may be limited with regard to properties in which the Federal Deposit Insurance
Corporation (the “FDIC”), the Drug Enforcement Agency, the Internal Revenue Service, or other
federal agency has or obtains an interest.
Federal courts have held that, based on the supremacy clause of the United States
Constitution, in the absence of Congressional intent to the contrary, a state or local agency cannot
foreclose to collect delinquent taxes or assessments if foreclosure would impair the federal
government interest.
The supremacy clause of the United States Constitution reads as follows: “This Constitution,
and the Laws of the United States which shall be made in Pursuance thereof; and all Treaties made,
or which shall be made, under the Authority of the United States, shall be the supreme Law of the
Land; and the Judges in every State shall be bound thereby, any Thing in the Constitution or Laws
of any State to the contrary notwithstanding.”
This means that, unless Congress has otherwise provided, if a federal governmental entity
owns a parcel that is subject to Special Taxes within the District but does not pay taxes and
assessments levied on the parcel (including Special Taxes), the applicable state and local
governments cannot foreclose on the parcel to collect the delinquent taxes and assessments.
Moreover, unless Congress has otherwise provided, if the federal government has a
mortgage interest in the parcel and the City wishes to foreclose on the parcel as a result of delinquent
Special Taxes, the property cannot be sold at a foreclosure sale unless it can be sold for an amount
sufficient to pay delinquent taxes and assessments on parity with the Special Taxes and preserve
the federal government’s mortgage interest. In Rust v. Johnson (9th Circuit; 1979) 597 F.2d 174,
the United States Court of Appeal, Ninth Circuit held that the Federal National Mortgage Association
(“FNMA”) is a federal instrumentality for purposes of this doctrine, and not a private entity, and that,
as a result, an exercise of state power over a mortgage interest held by FNMA constitutes an
exercise of state power over property of the United States.
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Bankruptcy and Foreclosure Delays
The payment of the Special Tax and the ability of the City to foreclose the lien of a delinquent
unpaid tax, as discussed in “SECURITY AND SOURCES OF PAYMENT FOR THE
BONDS – Delinquent Payments of Special Tax; Covenant for Superior Court Foreclosure,” may be
limited by bankruptcy, insolvency or other laws generally affecting creditors’ rights or by the laws of
the State of California relating to judicial foreclosure. The various legal opinions to be delivered
concurrently with the delivery of the Bonds (including Bond Counsel’s approving legal opinion) will
be qualified as to the enforceability of the various legal instruments by bankruptcy, insolvency,
reorganization, moratorium and other similar laws affecting creditors’ rights, by the application of
equitable principles and by the exercise of judicial discretion in appropriate cases.
Although bankruptcy proceedings would not cause the Special Taxes to become
extinguished, bankruptcy of a property owner could result in a delay in prosecuting superior court
foreclosure proceedings and could result in the possibility of delinquent Special Tax installments not
being paid in full. Such a delay would increase the likelihood of a delay or default in payment of the
principal of and interest on the Bonds. To the extent that property in the District continues to be
owned by a limited number of property owners, the chances are increased that the Reserve Fund
established for the Bonds could be fully depleted during any such delay in obtaining payment of
delinquent Special Taxes. As a result, sufficient moneys would not be available in the Reserve Fund
for transfer to the Bond Fund to make up shortfalls resulting from delinquent payments of the Special
Tax and thereby to pay principal of and interest on the Bonds on a timely basis.
To the extent that bankruptcy or similar proceedings were to involve a large property owner,
the chances would increase the likelihood that the Reserve Fund could be fully depleted during any
resulting delay in receiving payment of delinquent Special Taxes. As a result, sufficient moneys
would not be available in the Reserve Fund for transfer to the Bond Fund to make up any shortfalls
resulting from delinquent payments of the Special Tax and thereby to pay principal of and interest
on the Bonds on a timely basis.
On July 30, 1992, the United States Court of Appeals for the Ninth Circuit issued its opinion
in a bankruptcy case entitled In re Glasply Marine Industries. In that case, the court held that ad
valorem property taxes levied by Snohomish County in the State of Washington after the date that
the property owner filed a petition for bankruptcy were not entitled to priority over a secured creditor
with a prior lien on that property. The court upheld the priority of unpaid ad valorem taxes imposed
before the bankruptcy petition (the “pre-petition taxes”), but unpaid taxes imposed after the filing of
the bankruptcy petition (“post-petition taxes”) were declared to be unsecured “administrative
expenses” of the bankruptcy estate, and were therefore held to be payable from the bankruptcy
estate only after payment of all secured creditors. As a result, the secured creditor of the property
was able to foreclose on the property and retain all of the proceeds of the sale except for the amount
of the pre-petition taxes.
According to the court’s ruling, as administrative expenses, post-petition taxes would have
to be paid, but only if the debtor had sufficient assets not subject to other perfected security interests
to do so. In certain circumstances, payment of such administrative expenses may also be allowed
to be deferred. Once the property is transferred out of the bankruptcy estate (through foreclosure or
otherwise) it would at that time again become subject to and would secure liens for then current and
future ad valorem taxes.
Glasply was controlling precedent on bankruptcy courts in the State of California for several
years subsequent to the date of the Ninth Circuit’s holding. Pursuant to state law, the lien date for
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general ad valorem property taxes levied in the State of California is the January 1 preceding the
fiscal year for which the taxes are levied. Under the Glasply holding, a bankruptcy petition filing
would have prevented the lien for general ad valorem property taxes levied in fiscal years
subsequent to the filing of a bankruptcy petition from attaching and becoming a lien so long as the
property was a part of the estate in bankruptcy. However, the Glasply holding was for the most part
subsequently rendered inoperative with respect to the imposition of a lien for and the collection of
ad valorem taxes by amendments to the federal Bankruptcy Code (Title 11 U.S.C.) which were part
of the Bankruptcy Reform Act of 1994 (the “Bankruptcy Reform Act”) passed by Congress during the
later part of 1994. The Bankruptcy Reform Act added a provision to the automatic stay section of the
Bankruptcy Code which, pursuant to Section 362(b)(18) thereof, excepts from the Bankruptcy
Code’s automatic stay provisions, “the creation of a statutory lien for an ad valorem property tax
imposed by . . . a political subdivision of a state, if such tax comes due after the filing of the petition”
by a debtor in bankruptcy court. The effect of this provision is to continue the secured interest of ad
valorem taxes on real property (i.e., post-petition taxes) in effect during the period following the filing
of a bankruptcy petition, including during the period bankruptcy proceedings are pending.
Without further clarification by the courts or Congress, the original rationale of the Glasply
holding could, however, still result in the treatment of post-petition special taxes as “administrative
expenses,” rather than as tax liens secured by real property, at least during the pendency of
bankruptcy proceedings. This treatment might result from the fact that, although the lien of special
taxes is of record from the date of the filing of a Notice of Special Tax Lien, the actual special tax is
levied annually. As noted above, special taxes have a different lien date than the lien date for general
ad valorem taxes in the State of California noted above. The lien of a Mello-Roos special tax attaches
upon recordation of the notice of the special tax lien, as provided for in Section 53328.3 of the Act,
as opposed to the annual January 1 lien date for general ad valorem taxes. Thus, in deciding whether
the original Glasply ruling is applicable to a bankruptcy proceeding involving special taxes rather
than general ad valorem property taxes, a court might consider the differences in the statutory
provisions for creation of the applicable tax lien (general ad valorem or special tax) in determining
whether there is a basis for post-petition special taxes to be entitled to a lien on the property during
pending bankruptcy proceedings. If a court were to apply Glasply to eliminate the priority of the
special tax lien as a secured claim against property with respect to post-petition levies of the Special
Taxes made against property owners within the District who file for bankruptcy, collections of the
Special Taxes from such property owners could be reduced as the result of being treated as
“administrative expenses” of the bankruptcy estate. Also, and most importantly, is the fact that the
original holding in Glasply and the mitigation of that holding by the Bankruptcy Reform Act of 1994
both appear to be applicable only to general ad valorem taxes, and, therefore, the exemption from
the automatic stay in Section 362(b)(18) discussed above may not be applicable to special taxes
since they were not expressly mentioned or provided for in this section, nor defined to be included
within the term “ad valorem taxes.”
Parity Taxes and Special Assessments; Private Debt
The City, the County and certain other public agencies are authorized by the Act to form
other community facilities districts and improvement areas and, under other provisions of State law,
to form special assessment districts, either or both of which could include all or a portion of the land
within the District.
Property in the District is currently subject to certain overlapping tax and assessment liens,
as shown in the overlapping debt statement. Property in the District is also subject to the special tax
of two additional community facilities districts formed to fund services and known as the Community
Facilities District No. 2 (Public Services) and the City’s Community Facilities District No. 3 (Municipal
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Services). The property is not subject to any other special tax or assessment liens (other than the
lien of the Special Tax). See “VALUE OF PROPERTY WITHIN IMPROVEMENT AREA NO. 2 –
Estimated Tax Burden on Single Family Home.”
In addition, other governmental obligations may be authorized and undertaken or issued in
the future, the tax, assessment or charge for which may become an obligation of one or more of the
parcels of taxable property and may be secured by a lien on a parity with the lien of the Special Tax
securing the Bonds. The principal of and interest on the Bonds are payable from the Special Tax
authorized to be collected within the District, and payment of the Special Tax is secured by a lien on
certain real property within the District. Such lien is co-equal to and independent of the lien for
general taxes and any other liens imposed under the Act, regardless of when they are imposed on
the property in the District. The imposition of additional special taxes, assessments and general
property taxes will increase the amount of independent and co-equal liens which must be satisfied
in foreclosure if unpaid. The City, the County and certain other public agencies are authorized by
the Act to form other community facilities districts and improvement areas and, under other
provisions of State law, to form special assessment districts, either or both of which could include all
or a portion of the land within the District. Although the Special Taxes will generally have priority
over non-governmental liens on a parcel of taxable property, regardless of whether the non-
governmental liens were in existence at the time of the levy of the Special Tax or not, this result may
not apply in the case of bankruptcy. See “– Bankruptcy and Foreclosure Delays” above.
There can be no assurance that property owners within the District will not petition for the formation
of other community facilities districts and improvement areas or for a special assessment district or
districts and that parity special taxes or special assessments will not be levied by the County or some
other public agency to finance additional public facilities. This includes PACE assessments which
homeowners can request be placed on their home for financing energy improvements. In addition to
liens for special taxes or assessments to finance public improvements of benefit to land within the
District, owners of property may obtain loans from banks or other private sources which loans may
be secured by a lien on the parcels in the District. Such loans would increase amounts owed by the
owner of such parcel, however, the lien of private loans would be subordinate to the lien of the
Special Taxes.
Depletion of Reserve Fund
The Reserve Fund is to be maintained at an amount equal to the Reserve Requirement for
the Bonds. See "SECURITY FOR THE BONDS –Reserve Fund." The Reserve Fund will be used
to pay principal of and interest on the Bonds if insufficient funds are available from the proceeds of
the levy and collection of the Special Tax against property within the District. If the Reserve Fund is
depleted, it can be replenished from the proceeds of the levy and collection of the Special Taxes
that exceed the amounts to be paid to the owners of the Bonds under the Fiscal Agent Agreement.
However, because the Special Tax levy is limited to the annual Maximum Special Tax rates, it is
possible that no replenishment would be achieved if the Special Tax proceeds, together with other
available funds, remain insufficient to pay all such amounts. Thus it is possible that the Reserve
Fund will be depleted and not be replenished by the levy and collection of the Special Taxes.
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Tax Delinquencies
Under provisions of the Act, the Special Taxes will be billed to the properties within the District
on the regular property tax bills sent to owners of such properties. Such Special Tax installments
are due and payable, and bear the same penalties and interest for nonpayment, as do regular
property tax installments. Special Tax installment payments cannot be made separately from
property tax payments. Therefore, the unwillingness or inability of a property owner to pay regular
property tax bills as evidenced by property tax delinquencies may also indicate an unwillingness or
inability to make regular property tax payments and Special Tax payments in the future.
The annual Special Tax will be billed and collected in two installments payable without
penalty by December 10 and April 10. In the event such Special Taxes are not timely paid, moneys
available to pay debt service on the Bonds becoming due on the subsequent respective March 1
and September 1 may be insufficient, except to the extent moneys are available in the Reserve
Fund.
In the event of non-payment of Special Taxes, funds in the Reserve Fund, if available, may
be used to pay principal of and interest on the Bonds. If funds in the Reserve Fund for the Bonds
are depleted, the funds can be replenished from the proceeds of the levy and collection of the Special
Tax that are in excess of the amount required to pay all amounts to be paid to the Bond holders
pursuant to the Fiscal Agent Agreement. However, no replenishment from the proceeds of a Special
Tax levy can occur as long as the proceeds that are collected from the levy of the Special Tax against
property within the District at the maximum Special Tax rates, together with other available funds,
remains insufficient to pay all such amounts. Thus it is possible that the Reserve Fund will be
depleted and not be replenished by the levy of the Special Tax.
See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Delinquent Payments
of Special Tax; Covenant for Superior Court Foreclosure” for a discussion of the provisions which
apply, and procedures which the City is obligated to follow, in the event of delinquency in the
payment of Special Taxes. See also “SECURITY AND SOURCES OF PAYMENT FOR THE
BONDS – Special Tax Methodology” for a discussion of a limitation imposed by the Act applicable
to Special Tax increases on residential property.
No Acceleration Provisions
The Bonds do not contain a provision allowing for the acceleration of the Bonds in the event of a
payment default or other default under the terms of the Bonds or the Fiscal Agent Agreement. Under
the Fiscal Agent Agreement, a Bond holder is given the right for the equal benefit and protection of
all Bond holders similarly situated to pursue certain remedies. So long as the Bonds are in book-
entry form, DTC will be the sole Bond holder and will be entitled to exercise all rights and remedies
of Bond holders.
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Bankruptcy Delays
The payment of the Special Tax and the ability of the City to foreclose the lien of a delinquent
unpaid Special Tax, as discussed in "SECURITY FOR THE BONDS," may be limited by bankruptcy,
insolvency or other laws generally affecting creditors' rights or by the laws of the State of California
relating to judicial foreclosure. The various legal opinions to be delivered concurrently with the
delivery of the Bonds (including Bond Counsel's approving legal opinion) will be qualified as to the
enforceability of the various legal instruments by bankruptcy, insolvency, reorganization, moratorium
and other similar laws affecting creditors' rights, by the application of equitable principles and by the
exercise of judicial discretion in appropriate cases.
Although bankruptcy proceedings would not cause the Special Taxes to become
extinguished, bankruptcy of a property owner or any other person claiming an interest in the property
could result in a delay in superior court foreclosure proceedings and could result in the possibility of
Special Tax installments not being paid in part or in full. Such a delay would increase the likelihood
of a delay or default in payment of the principal of and interest on the Bonds.
In addition, the amount of any lien on property securing the payment of delinquent Special
Taxes could be reduced if the value of the property were determined by the bankruptcy court to have
become less than the amount of the lien, and the amount of the delinquent Special Taxes in excess
of the reduced lien could then be treated as an unsecured claim by the court. Any such stay of the
enforcement of the lien for the Special Tax, or any such delay or non-payment, would increase the
likelihood of a delay or default in payment of the principal of and interest on the Bonds and the
possibility of delinquent Special Taxes not being paid in full.
To the extent that property in the District continues to be owned by a limited number of
property owners, the chances are increased that the Reserve Fund could be fully depleted during
any such delay in obtaining payment of delinquent Special Taxes. As a result, sufficient moneys
would not be available in the Reserve Fund to make up shortfalls resulting from delinquent payments
of the Special Tax and thereby to pay principal of and interest on the Bonds on a timely basis.
Disclosure to Future Purchasers
The City has recorded a notice of the Special Tax lien in the Office of the County Recorder.
While title companies normally refer to such notices in title reports, there can be no guarantee that
such reference will be made or, if made, that a prospective purchaser or lender will consider such
special tax obligation in the purchase of a parcel of land or a home in the District or the lending of
money secured by property in the District. The Act and the Goals and Policies require the subdivider
of a subdivision (or its agent or representative) to notify a prospective purchaser or long-term lessor
of any lot, parcel, or unit subject to a Mello-Roos special tax of the existence and maximum amount
of such special tax using a statutorily prescribed form. California Civil Code Section 1102.6b requires
that in the case of transfers other than those covered by the above requirement, the seller must at
least make a good faith effort to notify the prospective purchaser of the special tax lien in a format
prescribed by statute. Failure by an owner of the property to comply with these requirements, or
failure by a purchaser or lessor to consider or understand the nature and existence of the Special
Tax, could adversely affect the willingness and ability of the purchaser or lessor to pay the Special
Tax when due.
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No Acceleration Provisions
The Bonds do not contain a provision allowing for their acceleration in the event of a payment
default or other default under the terms of the Bonds or the Fiscal Agent Agreement. Under the
Fiscal Agent Agreement, a Bondholder is given the right for the equal benefit and protection of all
Bondowners similarly situated to pursue certain remedies. So long as the Bonds are in book-entry
form, DTC will be the sole Bondholder and will be entitled to exercise all rights and remedies of Bond
holders.
Exempt Properties
Certain properties are exempt from the Special Tax in accordance with the Rate and Method
and the Act, which provides that properties or entities of the state, federal or local government are
exempt from the Special Tax; provided, however, that property within the District acquired by a public
entity through a negotiated transaction or by gift or devise, which is not otherwise exempt from the
Special Tax, will continue to be subject to the Special Tax.
In addition, although the Act provides that if property subject to the Special Tax is acquired
by a public entity through eminent domain proceedings, the obligation to pay the Special Tax with
respect to that property is to be treated as if it were a special assessment, the constitutionality and
operation of these provisions of the Act have not been tested, meaning that such property could
become exempt from the Special Tax. The Act further provides that no other properties or entities
are exempt from the Special Tax unless the properties or entities are expressly exempted in a
resolution of consideration to levy a new special tax or to alter the rate or method of apportionment
of an existing special tax.
Pandemic Diseases
In recent years, public health authorities have warned of threats posed by outbreaks of
disease and other public health threats. Pandemic diseases arising in the future could have
significant adverse health and financial impacts throughout the world, leading to loss of jobs and
personal financial hardships, and/or actions by federal, State and local governmental authorities to
contain or mitigate the effects of an outbreak.
Taxpayer assistance measures may include deferral of due dates of property taxes, which
was an assistance program during the COVID-19 pandemic, and with or without a deferral some
taxpayers may be unable to make their property and Special Tax payments. No assurance can be
given that the property tax payment dates will not be deferred in the future, which may cause a delay
in the receipt of Special Taxes. In addition, home values may be affected by a reduction in demand
stemming from personal finances, or general widespread economic circumstances resulting from
pandemic diseases.
Cyber Security
The City, like many other public and private entities, relies on computer and other digital
networks and systems to conduct its operations. As a recipient and provider of personal, private or
other sensitive electronic information, the City is potentially subject to multiple cyber threats,
including without limitation hacking, viruses, ransomware, malware and other attacks. No assurance
can be given that the City’s efforts to manage cyber threats and attacks will be successful in all
cases, or that any such attack will not materially impact the operations or finances of the City, or the
administration of the Bonds. The City is also reliant on other entities and service providers in
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connection with the administration of the Bonds, including without limitation the County tax collector
for the levy and collection of Special Taxes, the Fiscal Agent, and the dissemination agent. No
assurance can be given that the City and these other entities will not be affected by cyber threats
and attacks in a manner that may affect the Bond owners.
Potential Early Redemption of Bonds from Prepayments
Property owners within the District are permitted to prepay their Special Tax obligation at any
time. Such prepayments could also be made from the proceeds of bonds issued by or on behalf of
an overlapping special assessment district or community facilities district. Such prepayments will
result in a redemption of the Bonds on the interest payment date for which timely notice may be
given under the Fiscal Agent Agreement following the receipt of the prepayment. The resulting
redemption of Bonds that were purchased at a price greater than par could reduce the otherwise
expected yield on such Bonds.
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CONSTITUTIONAL LIMITATIONS ON TAXATION AND APPROPRIATIONS
Article XIIIA of the California Constitution, commonly known as “Proposition 13,” provides
that each county will levy the maximum ad valorem property tax permitted by Proposition 13 and will
distribute the proceeds to local agencies in accordance with an allocation formula based in part on
pre-Proposition 13 ad valorem property tax rates levied by local agencies.
Article XIIIA limits the maximum ad valorem tax on real property to 1% of “full cash value,”
which is defined as the County Assessor’s valuation of real property as shown on the 1975-76 tax
bill under full cash value, or, thereafter, the appraised value of real property when purchased, newly
constructed, or a change in ownership has occurred after the 1975 assessment. The full cash value
may be adjusted annually to reflect increases of no more than 2% per year or decreases in the
consumer price index or comparable local data, or declining property value caused by damage,
destruction or other factors.
Article XIIIA exempts from the 1% tax limitation any taxes to repay indebtedness approved
by the voters prior to July 1, 1978, and requires a vote of two-thirds of the qualified electorate to
impose Special Taxes or any additional ad valorem, sales, or transaction taxes on real property. In
addition, Article XIIIA requires the approval of two-thirds of all members of the State Legislature to
change any State laws resulting in increased tax revenues. On June 3, 1986, California voters
approved an amendment to Article XIIIA of the California Constitution to allow local governments
and school districts to raise their property tax rates above the constitutionally mandated 1% ceiling
for the purpose of paying off certain new general obligation debt issued for the acquisition or
improvement of real property and approved by two-thirds of the votes cast by the qualified electorate.
If any such voter-approved debt is issued, it may be on a parity with the lien of the Special Tax on
the parcels within the District.
State and local government agencies in the State, and the State itself are subject to annual
appropriation limits, imposed by Article XIIIB of the State Constitution. Article XIIIB prohibits
government agencies and the State from spending “appropriations subject to limitation” in excess of
the appropriations limits imposed. “Appropriations subject to limitation” are authorizations to spend
“proceeds of taxes,” which consist of tax revenues, certain state subventions and certain other funds,
including proceeds from regulatory licenses, user charges or other fees to the extent that such
proceeds exceed the cost reasonably borne by such entity in providing the regulation, product or
service. No limit is imposed on appropriations of funds which are not “proceeds of taxes” such as
debt service on indebtedness existing or authorized before January 1, 1979, or subsequently
authorized by the voters, appropriations required to comply with mandates of courts or the federal
government, reasonable user charges or fees and certain other non-tax funds.
CONTINUING DISCLOSURE
The City has covenanted for the benefit of owners of the Bonds to provide certain financial
information and operating data relating to the District by not later than nine months after the end of
the City’s fiscal year (presently June 30) in each year (the “City Annual Report”) commencing with
its report for Fiscal Year 2023-24 (due April 1, 2025) and to provide notices of the occurrence of
certain enumerated events; provided, the first annual report due April 1, 2025 shall be satisfied by
posting the City’s audited financial statements for Fiscal Year 2023-24.
The City Annual Report and notices of listed events will be filed with the Municipal Securities
Rulemaking Board. The covenants of the City have been made in order to assist the Underwriter in
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complying with Securities Exchange Commission Rule 15c2-12(b)(5) (the “Rule”). The specific
nature of the information to be contained in the Annual Report or the notices of listed events by the
City is summarized in “APPENDIX E – FORM OF CONTINUING DISCLOSURE UNDERTAKING.”
The City believes it currently is in material compliance with all of its continuing disclosure
undertakings for the last five years. Notwithstanding the foregoing, in the last five years:
(1) [[[ to come]]]
(2)
The City believes it has made corrective filings to address the known instances during the
last five years of past delayed or failure to file annual reports, omissions of required information
and/or rating changes to be filed under its prior continuing disclosure undertakings.
UNDERWRITING
The Bonds were purchased through negotiation by Hilltop Securities Inc., as underwriter (the
“Underwriter”). The Underwriter agreed to purchase the Bonds at a price of $_____________
(which is equal to the par amount of the Bonds, plus/less an original issue premium/discount of
$_____________ and less the Underwriter’s discount of $_____________). The initial public
offering prices set forth on the cover page hereof may be changed by the Underwriter. The
Underwriter may offer and sell the Bonds to certain dealers and others at a price lower than the
public offering prices set forth on the cover page hereof.
MUNICIPAL ADVISOR
The City has retained Urban Futures Inc., Walnut Creek, California, as registered municipal
advisor (the “Municipal Advisor”) in connection with the issuance of the Bonds. The Municipal
Advisor is not obligated to undertake, and has not undertaken to make, an independent verification
or assume responsibility for the accuracy, completeness, or fairness of the information contained in
this Official Statement. The fees of the Municipal Advisor are contingent upon the sale and delivery
of the Bonds.
LEGAL OPINION
The validity of the Bonds and certain other legal matters are subject to the approving opinion
of Jones Hall, a Professional Law Corporation, Bond Counsel. A complete copy of the proposed
form of Bond Counsel opinion is contained in APPENDIX D to this Official Statement, and the final
opinion will be made available to registered owners of the Bonds at the time of delivery. The fees of
Bond Counsel are contingent upon the sale and delivery of the Bonds.
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TAX MATTERS
Federal Tax Status. In the opinion of Jones Hall, A Professional Law Corporation, San
Francisco, California, Bond Counsel, subject, however to the qualifications set forth below, under
existing law, the interest on the Bonds is excluded from gross income for federal income tax
purposes and such interest is not an item of tax preference for purposes of the federal alternative
minimum tax. Interest on the Bonds may be subject to the corporate alternative minimum tax.
The opinions set forth in the preceding paragraph are subject to the condition that the City
comply with all requirements of the Internal Revenue Code of 1986, as amended (the “Tax Code”)
relating to the exclusion from gross income for federal income tax purposes of interest on obligations
such as the Bonds. The City has made certain representations and covenants in order to comply
with each such requirement. Inaccuracy of those representations, or failure to comply with certain
of those covenants, may cause the inclusion of such interest in gross income for federal income tax
purposes, which may be retroactive to the date of issuance of the Bonds.
Tax Treatment of Original Issue Discount and Premium. If the initial offering price to the
public at which a Bond is sold is less than the amount payable at maturity thereof, then such
difference constitutes “original issue discount” for purposes of federal income taxes and State of
California personal income taxes. If the initial offering price to the public at which a Bond is sold is
greater than the amount payable at maturity thereof, then such difference constitutes “original issue
premium” for purposes of federal income taxes and State of California personal income taxes. De
minimis original issue discount and original issue premium are disregarded.
Under the Tax Code, original issue discount is treated as interest excluded from federal gross
income and exempt from State of California personal income taxes to the extent properly allocable
to each owner thereof subject to the limitations described in the first paragraph of this section. The
original issue discount accrues over the term to maturity of the Bond on the basis of a constant
interest rate compounded on each interest or principal payment date (with straight-line interpolations
between compounding dates). The amount of original issue discount accruing during each period
is added to the adjusted basis of such Bonds to determine taxable gain upon disposition (including
sale, redemption, or payment on maturity) of such Bond. The Tax Code contains certain provisions
relating to the accrual of original issue discount in the case of purchasers of the Bonds who purchase
the Bonds after the initial offering of a substantial amount of such maturity. Owners of such Bonds
should consult their own tax advisors with respect to the tax consequences of ownership of Bonds
with original issue discount, including the treatment of purchasers who do not purchase in the original
offering, the allowance of a deduction for any loss on a sale or other disposition, and the treatment
of accrued original issue discount on such Bonds under federal individual alternative minimum taxes.
Under the Tax Code, original issue premium is amortized on an annual basis over the term
of the Bond (said term being the shorter of the Bond’s maturity date or its call date). The amount of
original issue premium amortized each year reduces the adjusted basis of the owner of the Bond for
purposes of determining taxable gain or loss upon disposition. The amount of original issue premium
on a Bond is amortized each year over the term to maturity of the Bond on the basis of a constant
interest rate compounded on each interest or principal payment date (with straight-line interpolations
between compounding dates). Amortized Bond premium is not deductible for federal income tax
purposes. Owners of premium Bonds, including purchasers who do not purchase in the original
offering, should consult their own tax advisors with respect to State of California personal income
tax and federal income tax consequences of owning such Bonds.
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California Tax Status. In the further opinion of Bond Counsel, interest on the Bonds is
exempt from California personal income taxes.
Other Tax Considerations. Current and future legislative proposals, if enacted into law,
clarification of the Tax Code or court decisions may cause interest on the Bonds to be subject,
directly or indirectly, to federal income taxation or to be subject to or exempted from state income
taxation, or otherwise prevent beneficial owners from realizing the full current benefit of the tax status
of such interest. The introduction or enactment of any such legislative proposals, clarification of the
Tax Code or court decisions may also affect the market price for, or marketability of, the Bonds. It
cannot be predicted whether or in what form any such proposal might be enacted or whether, if
enacted, such legislation would apply to bonds issued prior to enactment.
The opinions expressed by Bond Counsel are based upon existing legislation and regulations
as interpreted by relevant judicial and regulatory authorities as of the date of such opinion, and Bond
Counsel has expressed no opinion with respect to any proposed legislation or as to the tax treatment
of interest on the Bonds, or as to the consequences of owning or receiving interest on the Bonds, as
of any future date. Prospective purchasers of the Bonds should consult their own tax advisors
regarding any pending or proposed federal or state tax legislation, regulations or litigation, as to
which Bond Counsel expresses no opinion.
Owners of the Bonds should also be aware that the ownership or disposition of, or the accrual
or receipt of interest on, the Bonds may have federal or state tax consequences other than as
described above. Other than as expressly described above, Bond Counsel expresses no opinion
regarding other federal or state tax consequences arising with respect to the Bonds, the ownership,
sale or disposition of the Bonds, or the amount, accrual or receipt of interest on the Bonds.
NO RATINGS
The City has not applied to a rating agency for the assignment of a rating to the Bonds and
does not contemplate applying for a rating.
NO LITIGATION
At the time of delivery of and payment for the Bonds, the City Attorney will deliver his opinion
that to the best of its knowledge there is no action, suit, proceeding, inquiry or investigation at law or
in equity before or by any court or regulatory agency pending against the City affecting its existence
or the titles of its officers to office or seeking to restrain or to enjoin the issuance, sale or delivery of
the Bonds, the application of the proceeds thereof in accordance with the Fiscal Agent Agreement,
or the collection or application of the Special Tax to pay the principal of and interest on the Bonds,
or in any way contesting or affecting the validity or enforceability of the Bonds, the Fiscal Agent
Agreement or any action of the City contemplated by any of said documents, or in any way contesting
the completeness or accuracy of this Official Statement or any amendment or supplement thereto,
or contesting the powers of the City or its authority with respect to the Bonds or any action of the
City contemplated by any of said documents.
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EXECUTION
The execution and delivery of this Official Statement by the City has been duly authorized by
the City Council of the City, as the legislative body of the District.
CITY OF MOORPARK
By:
City Manager
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APPENDIX A
RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX
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APPENDIX B
THE CITY OF MOORPARK AND VENTURA COUNTY
The District is located in the City of Moorpark (the “City”), which is located in Ventura
County (the “County”), California (the “State”). Certain financial and economic data for the City,
County and State are presented in this appendix for information purposes only. The 2023 Bonds
are not a debt or obligation of the City, County or State, but are a limited obligation of the City,
secured solely by the Special Tax Revenues and other amounts pledged under the Fiscal Agent
Agreement, all as described in more detail in this Official Statement.
General Description and Location
The City was incorporated in July of 1983 and is located in the southeastern part of
Ventura County, approximately 50 miles northwest of Los Angeles. The City is on of the first citie
in the world to run off commercial nuclear power. The City is also recognized for having the lowest
number of serious crimes committed in Ventura County and is among the safest cities of its size
in the United States. SafewWise, a leading online security data resource, has ranked the City as
the third safest city in California for the past three consecutive years. The city serves a population
of approximately 35,114.
The City is 12.44 square-miles in size and is located in the southeastern part of Ventura
County, just 50 miles northwest of downtown Los Angeles, Moorpark is the natural choice for
residency and to raise a family. Moorpark is recognized for having the lowest number of serious
crimes committed in Ventura County and is one of the safest cities of its size in the United States.
The City in known for its rich heritage as an agricultural center and a major railroad hub of the
Southern Pacific Railroad and has been the fastest growing city in the County for the past thirty
years.
Municipal Government
The City is governed by a Council / City Manager form of government. The Mayor is
elected at large to serve a two-year term. The four City Council members serve staggered four-
year terms..
The City provides a wide range of municipal services to its residents. Major services such
as police (contracted with Ventura County Sheriff), attorney, library, development engineering and
inspection, building and safety plan check/inspection, transit, street-sweeping, and landscaping
maintenance are provided by the Ventura County Fire District. The City provides services such
as emergency management, affordable housing, economic development, planning, code
compliance, recreation programs, vector/animal control, park and facilities maintenance, street
maintenance, city engineering, crossing guard, and administrative management services.
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B-2
Population
Population figures for the City, the County and the State for the last five years are shown
in the following table.
CITY OF MOORPARK, VENTURA COUNTY AND THE STATE OF CALIFORNIA
Population Estimates
Calendar Years 2020 through 2024 as of January 1
Calendar
Year
City of
Moorpark
Ventura
County
State of
California
2020 36,264 841,219 39,648,938
2021 35,895 839,916 39,327,868
2022 35,527 831,531 39,114,785
2023 35,286 825,960 38,061,058
2024 35,114 823,863 39,128,162
Source: State Department of Finance estimates.
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B-3
Employment and Industry
The City is included in the Oxnard Thousand Oaks Ventura Statistical Area (“MSA”), which
includes all of Oxnard Thousand Oaks Ventura County. The unemployment rate in the Ventura
County was 4.8 percent in September 2024, down from a revised 5.2 percent in August 2024,
and above the year-ago estimate of 4.6 percent. This compares with an unadjusted
unemployment rate of 5.3 percent for California and 3.9 percent for the nation during the same
period.
Set forth below is data from calendar years 2019 to 2023 reflecting the County’s civilian
labor force, employment and unemployment. These figures are County-wide statistics and may
not necessarily accurately reflect employment trends in the City.
OXNARD THOUSAND OAKS VENTURA MSA
(Ventura County)
Annual Average Labor Force and Employment by Industry
Calendar Years 2019 through 2023
(March 2023 Benchmark)
2019 2020 2021 2022 2023
Civilian Labor Force (1) 421,500 410,100 406,600 411,100 412,900
Employment 406,200 374,300 381,400 395,800 395,300
Unemployment 15,400 35,800 25,200 15,400 17,600
Unemployment Rate 3.6% 8.7% 6.2% 3.7% 4.3%
Wage and Salary Employment: (2)
Agriculture 24,700 25,000 23,500 24,700 24,100
Mining and Logging 900 900 900 1,000 1,000
Construction 17,100 16,800 17,100 17,800 18,000
Manufacturing 26,600 25,800 26,500 27,300 26,800
Wholesale Trade 12,500 12,000 12,300 12,500 11,800
Retail Trade 38,300 34,900 36,400 36,500 36,400
Transportation, Warehousing and Utilities 6,300 6,100 7,000 8,300 8,400
Information 5,200 4,000 3,900 4,000 3,700
Financial Activities 15,900 15,700 16,100 16,100 15,300
Professional and Business Services 44,400 42,600 43,600 44,300 43,600
Educational and Health Services 49,600 48,300 49,600 51,200 53,900
Leisure and Hospitality 38,500 30,200 32,800 37,200 38,300
Other Services 9,700 8,300 8,900 9,400 9,700
Federal Government 7,400 7,800 7,600 7,400 7,400
State Government 3,100 3,000 2,700 2,800 2,700
Local Government 36,600 34,000 34,100 35,900 37,100
Total All Industries (3) 336,800 315,300 323,100 336,300 338,100
(1) Labor force data is by place of residence; includes self-employed individuals, unpaid family workers, household
domestic workers, and workers on strike.
(2) Industry employment is by place of work; excludes self-employed individuals, unpaid family workers, household
domestic workers, and workers on strike.
(3) Totals may not add due to rounding.
Source: State of California Employment Development Department.
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B-4
Largest Employers
The following table lists the major employers within the County, listed in alphabetical order
without regard to the number of employees, as of November 2024.
VENTURA COUNTY
Major Employers
As of November 2024
Employer Name Location Industry
Adventist Health Simi Valley Simi Valley Hospitals
Amgen Inc Thousand Oaks Biological Specimens-Manufacturers
Baxter Healthcare Westlake Village Physicians & Surgeons Equip & Supls-Mfrs
City of Oxnard Oxnard Non-Profit Organizations
City of Simi Valley Simi Valley City Hall
Community Memorial Health Syst Ventura Health Care Management
County of Ventura Ventura Police Departments
Dignity Health-St John's Regl Oxnard Hospitals
First Auto Group Simi Valley Automobile Dealers-New Cars
Haas Automation Inc Oxnard Machinery-Manufacturers
Harbor Freight Tools Camarillo Tools-New & Used
J M Smucker Co Oxnard Food Products & Manufacturers
Kaiser Permanente Ventura 888 Ventura Medical Centers
Los Robles Regional Med Ctr Thousand Oaks Medical Centers
Moorpark College Moorpark Junior-Community College-Tech Institutes
Nancy Reagan Breast Ctr Simi Valley Diagnostic Imaging Centers
National Guard Port Hueneme Government Offices-State
Naval Air Warfare Ctr Weapons Point Mugu Nawc Federal Government-National Security
Naval Base Ventura County Point Mugu Nawc Government Offices-Federal
Ojai Valley Inn Ojai Hotels & Motels
Oxnard College Oxnard Junior-Community College-Tech Institutes
RANCHO SIMI RECREATION PRK DST Simi Valley Swimming Pools-Public
Ventura County Office of Edu Camarillo Government Education Programs Administration
Ventura County Sherriff's Ofc Ventura County Govt-Correctional Institutions
Walmart Neighborhood Market Camarillo Grocers-Retail
Source: State of California Employment Development Department, extracted from The America’s Labor Market Information System (ALMIS)
Employer Database, 2025 1st Edition with Employer information provided by Data Axel®..
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Commercial Activity
Summaries of historic taxable sales within the City and the County during the past five
years in which data is available are shown in the following tables.
Total taxable sales during the first two quarters of calendar year 2024 in the City were
$197,346,893, a 2.68% decrease in the total taxable sales of $202,780,145 reported during the
comparable two quarters of calendar year 2023.
CITY OF MOORPARK
Taxable Retail Sales
Number of Permits and Valuation of Taxable Transactions
(Dollars in Thousands)
Retail Stores Total All Outlets
Number
of Permits
Taxable
Transactions
Number
of Permits
Taxable
Transactions
2019 519 $299,094 964 $374,035
2020 557 270,820 1,027 330,088
2021 480 330,755 913 401,393
2022 494 357,369 938 445,149
2023 462 331,193 887 408,058
Source: State Department of Tax and Fee Administration.
Total taxable sales during the first two quarters of calendar year 2024 in the County were
$4,598,729,526, a 2.90% increase in the total taxable sales of $4,469,148,448 reported during
the comparable two quarters of calendar year 2023.
VENTURA COUNTY
Taxable Retail Sales
Number of Permits and Valuation of Taxable Transactions
(Dollars in Thousands)
Retail Stores Total All Outlets
Number
of Permits
Taxable
Transactions
Number
of Permits
Taxable
Transactions
2019 15,822 $10,696,199 27,755 $14,800,284
2020 16,502 10,628,642 29,143 14,538,294
2021 14,810 12,591,767 26,596 17,330,637
2022 14,900 13,650,036 26,936 18,862,388
2023 14,014 14,300,432 25,493 19,404,818
Source: State Department of Tax and Fee Administration.
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Effective Buying Income
“Effective Buying Income” is defined as personal income less personal tax and nontax
payments, a number often referred to as “disposable” or “after-tax” income. Personal income is
the aggregate of wages and salaries, other labor-related income (such as employer contributions
to private pension funds), proprietor’s income, rental income (which includes imputed rental
income of owner-occupants of non-farm dwellings), dividends paid by corporations, interest
income from all sources, and transfer payments (such as pensions and welfare assistance).
Deducted from this total are personal taxes (federal, state and local), nontax payments (fines,
fees, penalties, etc.) and personal contributions to social insurance. According to U.S.
government definitions, the resultant figure is commonly known as “disposable personal income.”
The following table summarizes the total effective buying income for the City of Moorpark,
the County of Ventura, the State and the United States for the period 2021 through 2025.
CITY OF MOORPARK, COUNTY OF VENTURA,
STATE OF CALIFORNIA, AND THE UNITED STATES
Effective Buying Income
2021 through 2025
Year
Area
Total Effective
Buying Income
(000’s Omitted)
Median
Household
Effective
Buying Income
2021 City of Moorpark $1,386,142 $88,423
Ventura County 27,012,778 73,720
California 1,290,894,604 67,956
United States 9,809,944,764 56,790
2022 City of Moorpark $1,534,167 $99,732
Ventura County 30,971,100 86,193
California 1,452,426,153 77,058
United States 11,208,582,541 64,448
2023 City of Moorpark $1,698,184 $108,101
Ventura County 32,048,005 86,954
California 1,461,799,662 77,175
United States 11,454,846,397 65,326
2024 City of Moorpark $1,619,448 $108,801
Ventura County 32,113,384 88,481
California 1,510,708,521 80,973
United States 11,987,185,826 67,876
2025 City of Moorpark $1,772,350 $119,240
Ventura County 34,028,954 92,182
California 1,557,429,767 82,725
United States 12,525,577,707 69,687
Source: Claritas, LLC.
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Construction Activity
The following table shows a five year summary of the valuation of building permits issued
in the City.
CITY OF MOORPARK
Total Building Permit Valuations
Calendar Years 2019 through 2023
(valuations in thousands)
2019 2020 2021 2022 2023
Permit Valuation
New Single-family $215.5 $1,395.8 $1,047.4 $1,394.5 1,703.6
New Multi-family 0.0 0.0 0.0 0.0 0.0
Res. Alterations/Additions 3,834.7 1,460.6 947.2 1,168.1 770.4
Total Residential $4,050.2 2,856.40 1,994.60 2,562.6 2,474.0
New Commercial 1,100.5 313.8 113.1 1,054.1 53.1
New Industrial 0.0 0.0 0.0 0.0 0.0
New Other 0.0 282.2 542.5 1,036.2 405.9
Com. Alterations/Additions 4,002.4 221.5 283.2 3,052.6 255.0
Total Nonresidential 5,102.9 $817.5 $938.8 $5,142.9 $714.0
New Dwelling Units
Single Family 2 3 5 7 4
Multiple Family 0 0 0 0 0
TOTAL 2 3 5 7 4
Source: Construction Industry Research Board, Building Permit Summary.
VENTURA COUNTY
Total Building Permit Valuations
Calendar Years 2019through 2023
(valuations in thousands)
2019 2020 2021 2022 2023
Permit Valuation
New Single-family $261,553.0 $144,880.3 $230,620.5 $187,533.2 $142,244.9
New Multi-family 93,818.1 114,352.5 136,004.1 152,905.9 145,037.5
Res. Alterations/Additions 71,534.0 46,818.1 49,248.0 110,341.2 89,344.5
Total Residential 426,905.1 306,050.9 415,872.6 450,780.3 376,626.9
New Commercial 51,503.1 14,103.2 47,194.6 58,140.7 42,377.9
New Industrial 12,262.9 133,855.3 59,428.7 11,918.6 6,692.7
New Other 50,307.8 35,868.7 50,547.0. 35,788.7 44,033.3
Com. Alterations/Additions 91,837.7 69,973.6 53,252.3 125,081.1 87,999.8
Total Nonresidential $205,911.5 $253,800.8 $210,422.6 $230,929.1 $181,103.7
New Dwelling Units
Single Family 731 425 689 635 561
Multiple Family 697 545 856 1,770 921
TOTAL 1,428 970 1,545 2,405 1,482
Source: Construction Industry Research Board, Building Permit Summary.
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Transportation
The Burbank, Van Nuys, and Oxnard commuter airports are all located within 35 miles of
Moorpark. Los Angeles International Airport is only 50 miles away. The Southern Pacific and
AMTRAK rail systems provide convenient freight and passenger service. The city has its own
Metrolink Station, which operates Monday through Friday on all lines and makes regular stops
from Oxnard to Los Angeles Union Station.
The city owns its own bus fleet and contracts for bus service and maintenance. Moorpark
City Transit operates weekdays along a 15-mile fixed-route. In addition, the city offers paratransit
service to eligible disabled riders in accordance with provisions of the Americans with Disabilities
Act and seniors age 65 and older.
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APPENDIX C
FORM OF OPINION OF BOND COUNSEL
[Closing Date]
City Council
City of Moorpark
323 Science Drive
Moorpark, California 93021
OPINION: $__________ City of Moorpark Community Facilities District No. 2004-1
(Moorpark Highlands) 2025 Special Tax Refunding Bonds
Members of the City Council:
We have acted as bond counsel to the City of Moorpark (the “City”) in connection with the
issuance by the City of the $__________ City of Moorpark Community Facilities District No. 2004-
1 (Moopark Highlands) 2025 Special Tax Refunding Bonds (the “Bonds”), pursuant to the Mello-
Roos Community Facilities Act of 1982, as amended, constituting Section 53311, et seq. of the
California Government Code (the “Act”) and a Fiscal Agent Agreement dated as of _________ 1,
2025 (the “Fiscal Agent Agreement”), by and between the City, on behalf of the City of Moorpark
Community Facilities District No. 2004-1 (Moorpark Highlands), and The Bank of New York Mellon
Trust Company, N.A., as fiscal agent. We have examined the law and such certified proceedings
and other papers as we deem necessary to render this opinion.
As to questions of fact material to our opinion, we have relied upon representations of the
City contained in the Fiscal Agent Agreement, and in the certified proceedings and other
certifications of public officials furnished to us, without undertaking to verify the same by
independent investigation.
Based upon the foregoing, we are of the opinion, under existing law, as follows:
1. The City is duly created and validly existing as a public body, corporate and politic, with
the power to adopt the resolution authorizing the issuance of the Bonds, enter into the Fiscal
Agent Agreement and perform the agreements on its part contained therein, and to issue the
Bonds.
2. The Bonds have been duly authorized, executed and delivered by the City and are valid
and binding limited obligations of the City, payable solely from the sources provided therefor in
the Fiscal Agent Agreement.
3. The Fiscal Agent Agreement has been duly entered into by the City and constitutes a
valid and binding obligation of the City enforceable upon the City.
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4. Pursuant to the Act, the Fiscal Agent Agreement creates a valid lien on the funds
pledged by the Fiscal Agent Agreement.
5. The interest on the Bonds is excluded from gross income for federal income tax
purposes and is not an item of tax preference for purposes of the federal alternative minimum tax.
Interest on the Bonds may be subject to the corporate alternative minimum tax. The opinions set
forth in the preceding sentence are subject to the condition that the City comply with all
requirements of the Internal Revenue Code of 1986, as amended, relating to the exclusion from
gross income for federal income tax purposes of interest on obligations such as the Bonds. The
City has made certain representations and covenants in order to comply with each such
requirement. Inaccuracy of those representations, or failure to comply with certain of those
covenants, may cause the inclusion of such interest in gross income for federal income tax
purposes, which may be retroactive to the date of issuance of the Bonds.
6. The interest on the Bonds is exempt from personal income taxation imposed by the
State of California.
We express no opinion regarding any other tax consequences arising with respect to the
ownership, sale or disposition of, or the amount, accrual or receipt of interest on, the Bonds.
The rights of the owners of the Bonds and the enforceability of the Bonds are limited by
bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’
rights generally, and by equitable principles, whether considered at law or in equity.
This opinion is given as of the date hereof, and we assume no obligation to revise or
supplement this opinion to reflect any facts or circumstances that may hereafter come to our
attention, or any changes in law that may hereafter occur. Our engagement with respect to this
matter has terminated as of the date hereof.
Respectfully submitted,
A Professional Law Corporation
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APPENDIX D
FORM OF CONTINUING DISCLOSURE UNDERTAKING
CONTINUING DISCLOSURE CERTIFICATE
This CONTINUING DISCLOSURE CERTIFICATE (this “Disclosure Certificate”) dated as
of _________ 1, 2025, is executed and delivered by the CITY OF MOORPARK (the “City”) in
connection with the execution and delivery of its City of Moorpark Community Facilities District
No. 2004-1 (Moorpark Highlands) 2025 Special Tax Refunding Bonds (the “Bonds”). The Bonds
are being executed and delivered pursuant to a Fiscal Agent Agreement dated as of _________
1, 2025 (the “Fiscal Agent Agreement”), by and between the City and The Bank of New York
Mellon Trust Company, N.A., as fiscal agent (the “Fiscal Agent”).
The District covenants and agrees as follows:
Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being
executed and delivered by the City for the benefit of the holders and beneficial owners of the
Bonds and in order to assist the Participating Underwriter in complying with S.E.C. Rule 15c2-
12(b)(5).
Section 2. Definitions. In addition to the definitions set forth above and in the Fiscal Agent
Agreement, which apply to any capitalized term used in this Disclosure Certificate unless
otherwise defined in this Section 2, the following capitalized terms shall have the following
meanings:
“Annual Report” means any Annual Report provided by the City pursuant to, and as
described in, Sections 3 and 4 of this Disclosure Certificate.
“Annual Report Date” means the date that is nine months after the end of the City’s fiscal
year (currently April 1 based on the City’s fiscal year end of June 30).
“Dissemination Agent” means Willdan Financial Services, or any successor Dissemination
Agent designated in writing by the City and which has filed with the City a written acceptance of
such designation.
“Listed Events” means any of the events listed in Section 5(a) of this Disclosure Certificate.
“MSRB” means the Municipal Securities Rulemaking Board, which has been designated
by the Securities and Exchange Commission as the sole repository of disclosure information for
purposes of the Rule, or any other repository of disclosure information that may be designated by
the Securities and Exchange Commission as such for purposes of the Rule in the future.
“Official Statement” means the final official statement executed by the City in connection
with the issuance of the Bonds.
“Participating Underwriter” shall mean any of the original underwriters of the Bonds.
“Rule” means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as it may be amended from time to time.
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Section 3. Provision of Annual Reports.
(a) The City shall, or shall cause the Dissemination Agent to, not later than the Annual
Report Date, commencing April 1, 2025, with the report for Fiscal Year 2023-24, provide to the
MSRB, in an electronic format as prescribed by the MSRB, an Annual Report that is consistent
with the requirements of Section 4 of this Disclosure Certificate; provided, the first annual report
due April 1, 2025 shall be satisfied by posting the City’s audited financial statements for Fiscal
Year 2023-24. Not later than 15 Business Days prior to the Annual Report Date, the City shall
provide the Annual Report to the Dissemination Agent (if other than the City). If by 15 Business
Days prior to the Annual Report Date the Dissemination Agent (if other than the City) has not
received a copy of the Annual Report, the Dissemination Agent shall contact the City to determine
if the City is in compliance with the previous sentence. The Annual Report may be submitted as
a single document or as separate documents comprising a package, and may include by
reference other information as provided in Section 4 of this Disclosure Certificate; provided that
the audited financial statements of the City may be submitted separately from the balance of the
Annual Report, and later than the Annual Report Date, if not available by that date. If the City’s
fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event
under Section 5(b). The City shall provide a written certification with each Annual Report furnished
to the Dissemination Agent to the effect that such Annual Report constitutes the Annual Report
required to be furnished by the City hereunder.
(b) If the City does not provide (or cause the Dissemination Agent to provide) an Annual
Report by the Annual Report Date, the City shall provide (or cause the Dissemination Agent to
provide) in a timely manner to the MSRB a notice to such effect, in an electronic format as
prescribed by the MSRB.
(c) With respect to each Annual Report, the Dissemination Agent shall:
(i) determine prior to each Annual Report Date the then-applicable rules and
electronic format prescribed by the MSRB for the filing of annual continuing disclosure
reports; and
(ii) if the Dissemination Agent is other than the City, file a report with the City
certifying that the Annual Report has been provided pursuant to this Disclosure Certificate,
and stating the date it was provided.
Section 4. Content of Annual Reports. The City’s Annual Report shall contain or
incorporate by reference the following:
(a) The City’s audited financial statements prepared in accordance with generally accepted
accounting principles as promulgated to apply to governmental entities from time to time by the
Governmental Accounting Standards Board. If the City’s audited financial statements are not
available by the Annual Report Date, the Annual Report shall contain unaudited financial
statements in a format similar to the financial statements contained in the Official Statement, and
the audited financial statements shall be filed in the same manner as the Annual Report when
they become available.
(b) The following information, unless otherwise specified, as of September 30 of the
preceding year:
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(i) Principal amount of all outstanding bonds of the District.
(ii) Balance in the Improvement Fund.
(iii) Balance in Reserve Fund, and statement of the Reserve Requirement for the
Bonds. Statement of projected draws on the Reserve Fund, if any.
(iv) Balance in other funds and accounts held by the City or fiscal agent related to
the Bonds.
(v) Additional debt authorized by the City and payable from or secured by
assessments or special taxes with respect to property within the District.
(vi) The Special Tax levy, the delinquency rate, total amount of delinquencies,
number of parcels delinquent in payment for the five most recent fiscal years.
(vii) Notwithstanding the September 30 reporting date, the following information
shall be reported as of the last day of the month immediately preceding the date of the
Annual Report rather than as of September 30. Identity of each delinquent taxpayer
responsible for 5 percent or more of total Special Tax levied, and the following information:
assessor parcel number, assessed value of applicable properties, amount of Special Tax
levied, amount delinquent by parcel number and status of foreclosure proceedings. If any
foreclosure has been completed, summary of results of foreclosure sales or transfers.
(viii) Most recently available total assessed value of all parcels subject to the
Special Tax.
(c) In addition to any of the information expressly required to be provided under this
Disclosure Certificate, the City shall provide such further material information, if any, as may be
necessary to make the specifically required statements, in the light of the circumstances under
which they are made, not misleading.
(d) Any or all of the items listed above may be included by specific reference to other
documents, including official statements of debt issues of the City or related public entities, which
are available to the public on the MSRB’s Internet web site or filed with the Securities and
Exchange Commission. The City shall clearly identify each such other document so included by
reference.
Section 5. Reporting of Significant Events.
(a) The City shall give, or cause to be given, notice of the occurrence of any of the following
Listed Events with respect to the Bonds:
(1) Principal and interest payment delinquencies.
(2) Non-payment related defaults, if material.
(3) Unscheduled draws on debt service reserves reflecting financial difficulties.
(4) Unscheduled draws on credit enhancements reflecting financial difficulties.
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(5) Substitution of credit or liquidity providers, or their failure to perform.
(6) Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue
(IRS Form 5701-TEB) or other material notices or determinations with
respect to the tax status of the security, or other material events affecting
the tax status of the security.
(7) Modifications to rights of security holders, if material.
(8) Bond calls, if material, and tender offers.
(9) Defeasances.
(10) Release, substitution, or sale of property securing repayment of the
securities, if material.
(11) Rating changes.
(12) Bankruptcy, insolvency, receivership or similar event of the City or other
obligated person.
(13) The consummation of a merger, consolidation, or acquisition involving the
City or an obligated person, or the sale of all or substantially all of the assets
of the City or an obligated person (other than in the ordinary course of
business), the entry into a definitive agreement to undertake such an
action, or the termination of a definitive agreement relating to any such
actions, other than pursuant to its terms, if material.
(14) Appointment of a successor or additional fiscal agent or the change of
name of a fiscal agent, if material.
(15) Incurrence of a financial obligation of the City, if material, or agreement to
covenants, events of default, remedies, priority rights, or other similar terms
of a financial obligation of the City, any of which affect security holders, if
material (for the definition of “financial obligation,” see clause (e)).
(16) Default, event of acceleration, termination event, modification of terms, or
other similar events under the terms of a financial obligation of the City, any
of which reflect financial difficulties (for the definition of “financial
obligation,” see clause (e)).
(b) Whenever the City obtains knowledge of the occurrence of a Listed Event, the City
shall, or shall cause the Dissemination Agent (if not the City) to, file a notice of such occurrence
with the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner not in
excess of 10 business days after the occurrence of the Listed Event. Notwithstanding the
foregoing, notice of Listed Events described in subsections (a)(8) and (9) above need not be given
under this subsection any earlier than the notice (if any) of the underlying event is given to holders
of affected Bonds under the Fiscal Agent Agreement.
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(c) The City acknowledges that the events described in subparagraphs (a)(2), (a)(7), (a)(8)
(if the event is a bond call), (a)(10), (a)(13), (a)(14) and (a)(15) of this Section 5 contain the
qualifier “if material” and that subparagraph (a)(6) also contains the qualifier “material” with
respect to certain notices, determinations or other events affecting the tax status of the Bonds.
The City shall cause a notice to be filed as set forth in paragraph (b) above with respect to any
such event only to the extent that it determines the event’s occurrence is material for purposes of
U.S. federal securities law. Whenever the City obtains knowledge of the occurrence of any of
these Listed Events, the City will as soon as possible determine if such event would be material
under applicable federal securities law. If such event is determined to be material, the City will
cause a notice to be filed as set forth in paragraph (b) above. The Dissemination Agent shall not
be responsible for determining whether an event is material.
(d) For purposes of this Disclosure Certificate, any event described in paragraph (a)(12)
above is considered to occur when any of the following occur: the appointment of a receiver,
fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy
Code or in any other proceeding under state or federal law in which a court or governmental
authority has assumed jurisdiction over substantially all of the assets or business of the City, or if
such jurisdiction has been assumed by leaving the existing governing body and officials or officers
in possession but subject to the supervision and orders of a court or governmental authority, or
the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or
governmental authority having supervision or jurisdiction over substantially all of the assets or
business of the City.
(e) For purposes of Section 5(a)(15) and (16), “financial obligation” means a (i) debt
obligation; (ii) derivative instrument entered into in connection with, or pledged as security or a
source of payment for, an existing or planned debt obligation; or (iii) guarantee of (i) or (ii). The
term financial obligation shall not include municipal securities as to which a final official statement
has been provided to the MSRB consistent with the Rule.
Section 6. Identifying Information for Filings with the MSRB. All documents provided to
the MSRB pursuant to this Disclosure Certificate shall be accompanied by identifying information
as prescribed by the MSRB.
Section 7. Termination of Reporting Obligation. The City’s obligations under this
Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in
full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the City
shall give notice of such termination in the same manner as for a Listed Event under Section 5(b).
Section 8. Dissemination Agent. The City may, from time to time, appoint or engage a
Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate,
and may discharge any Dissemination Agent, with or without appointing a successor
Dissemination Agent. Any Dissemination Agent may resign by providing 30 days’ written notice
to the City.
Section 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure
Certificate, the City may amend this Disclosure Certificate, and any provision of this Disclosure
Certificate may be waived, provided that the following conditions are satisfied:
(a) if the amendment or waiver relates to the provisions of Sections 3(a), 4 or 5(a),
it may only be made in connection with a change in circumstances that arises from a
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change in legal requirements, change in law, or change in the identity, nature, or status of
an obligated person with respect to the Bonds, or type of business conducted;
(b) the undertakings herein, as proposed to be amended or waived, would, in the
opinion of nationally recognized bond counsel, have complied with the requirements of the
Rule at the time of the primary offering of the Bonds, after taking into account any
amendments or interpretations of the Rule, as well as any change in circumstances; and
(c) the proposed amendment or waiver either (i) is approved by holders of the
Bonds in the manner provided in the Fiscal Agent Agreement for amendments to the Fiscal
Agent Agreement with the consent of holders, or (ii) does not, in the opinion of nationally
recognized bond counsel, materially impair the interests of the holders or beneficial
owners of the Bonds.
If the annual financial information or operating data to be provided in the Annual Report is
amended pursuant to the provisions hereof, the first Annual Report filed pursuant hereto
containing the amended operating data or financial information shall explain, in narrative form,
the reasons for the amendment and the impact of the change in the type of operating data or
financial information being provided.
If an amendment is made to this Disclosure Certificate modifying the accounting principles
to be followed in preparing financial statements, the Annual Report for the year in which the
change is made shall present a comparison between the financial statements or information
prepared on the basis of the new accounting principles and those prepared on the basis of the
former accounting principles. The comparison shall include a qualitative discussion of the
differences in the accounting principles and the impact of the change in the accounting principles
on the presentation of the financial information, in order to provide information to investors to
enable them to evaluate the ability of the City to meet its obligations. To the extent reasonably
feasible, the comparison shall be quantitative.
A notice of any amendment made pursuant to this Section 9 shall be filed in the same
manner as for a Listed Event under Section 5(b).
Section 10. Additional Information. Nothing in this Disclosure Certificate shall be deemed
to prevent the City from disseminating any other information, using the means of dissemination
set forth in this Disclosure Certificate or any other means of communication, or including any other
information in any Annual Report or notice of occurrence of a Listed Event, in addition to that
which is required by this Disclosure Certificate. If the City chooses to include any information in
any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically
required by this Disclosure Certificate, the City shall have no obligation under this Disclosure
Certificate to update such information or include it in any future Annual Report or notice of
occurrence of a Listed Event.
Section 11. Default. If the City fails to comply with any provision of this Disclosure
Certificate, the Participating Underwriter or any holder or beneficial owner of the Bonds may take
such actions as may be necessary and appropriate, including seeking mandate or specific
performance by court order, to cause the City to comply with its obligations under this Disclosure
Certificate. A default under this Disclosure Certificate shall not be deemed an Event of Default
under the Fiscal Agent Agreement, and the sole remedy under this Disclosure Certificate in the
event of any failure of the City to comply with this Disclosure Certificate shall be an action to
compel performance.
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Section 12. Duties, Immunities and Liabilities of Dissemination Agent.
(a) The Dissemination Agent shall have only such duties as are specifically set forth in
this Disclosure Certificate, and the City agrees to indemnify and save the Dissemination Agent,
its officers, directors, employees and agents, harmless against any loss, expense and liabilities
which they may incur arising out of or in the exercise or performance of its powers and duties
hereunder, including the costs and expenses (including attorneys’ fees) of defending against any
claim of liability, but excluding liabilities due to the Dissemination Agent’s negligence or willful
misconduct. The Dissemination Agent shall have no duty or obligation to review any information
provided to it by the City hereunder and shall not be deemed to be acting in any fiduciary capacity
for the City, the Bond holders, or any other party. The obligations of the City under this Section
shall survive resignation or removal of the Dissemination Agent and payment of the Bonds.
(b) The Dissemination Agent shall be paid compensation by the City for its services
provided hereunder in accordance with its schedule of fees as amended from time to time, and
shall be reimbursed for all expenses, legal fees and advances made or incurred by the
Dissemination Agent in the performance of its duties hereunder.
Section 13. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the
City, the Dissemination Agent, the Participating Underwriter and the holders and beneficial
owners from time to time of the Bonds, and shall create no rights in any other person or entity.
Section 14. Counterparts. This Disclosure Certificate may be executed in several
counterparts, each of which shall be regarded as an original, and all of which shall constitute one
and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Disclosure Certificate as
of the date first above written.
CITY OF MOORPARK, for and on behalf of
City of Moorpark Community Facilities
District No. 2004-1
By:
Name:
Title:
WILLDAN FINANCIAL SERVICES, as
Dissemination Agent
By:
Name:
Title:
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APPENDIX E
DTC AND THE BOOK-ENTRY ONLY SYSTEM
The following description of the Depository Trust Company (“DTC”), the procedures and
record keeping with respect to beneficial ownership interests in the Bonds, payment of principal,
interest and other payments on the Bonds (herein, the “Securities”) to DTC Participants or
Beneficial Owners, confirmation and transfer of beneficial ownership interest in the Securities and
other related transactions by and between DTC, the DTC Participants and the Beneficial Owners
is based solely on information provided by DTC. Accordingly, no representations can be made
concerning these matters and neither the DTC Participants nor the Beneficial Owners should rely
on the foregoing information with respect to such matters, but should instead confirm the same
with DTC or the DTC Participants, as the case may be.
Neither the issuer of the Securities (the “Issuer”) nor the fiscal agent appointed with
respect to the Securities (the “Agent”) takes any responsibility for the information contained in this
Appendix.
No assurances can be given that DTC, DTC Direct Participants or Indirect Participants will
distribute to the Beneficial Owners (a) payments of interest, principal or premium, if any, with
respect to the Securities, (b) certificates representing ownership interest in or other confirmation
or ownership interest in the Securities, or (c) redemption or other notices sent to DTC or Cede &
Co., its nominee, as the registered owner of the Securities, or that they will so do on a timely
basis, or that DTC, DTC Direct Participants or DTC Indirect Participants will act in the manner
described in this Appendix. The current “Rules” applicable to DTC are on file with the Securities
and Exchange Commission and the current “Procedures” of DTC to be followed in dealing with
DTC Participants are on file with DTC.
1. The Depository Trust Company (“DTC”) will act as securities depository for the
securities (the “Securities”). The Securities will be issued as fully-registered securities registered
in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested
by an authorized representative of DTC. One fully-registered Security certificate will be issued for
each issue of the Securities, each in the aggregate principal amount of such issue, and will be
deposited with DTC. If, however, the aggregate principal amount of any issue exceeds $500
million, one certificate will be issued with respect to each $500 million of principal amount, and an
additional certificate will be issued with respect to any remaining principal amount of such issue.
2. DTC, the world’s largest securities depository, is a limited-purpose trust company
organized under the New York Banking Law, a “banking organization” within the meaning of the
New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within
the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered
pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and
provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate
and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s
participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade
settlement among Direct Participants of sales and other securities transactions in deposited
securities, through electronic computerized book-entry transfers and pledges between Direct
Participants’ accounts. This eliminates the need for physical movement of securities certificates.
Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust
companies, clearing corporations, and certain other organizations. DTC is a wholly-owned
subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding
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company for DTC, National Securities Clearing Corporation and Fixed Income Clearing
Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its
regulated subsidiaries. Access to the DTC system is also available to others such as both U.S.
and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations
that clear through or maintain a custodial relationship with a Direct Participant, either directly or
indirectly (“Indirect Participants”). DTC has a Standard & Poor’s rating of AA+. The DTC Rules
applicable to its Participants are on file with the Securities and Exchange Commission. More
information about DTC can be found at www.dtcc.com. The information contained on this Internet
site is not incorporated herein by reference.
3. Purchases of Securities under the DTC system must be made by or through Direct
Participants, which will receive a credit for the Securities on DTC’s records. The ownership
interest of each actual purchaser of each Security (“Beneficial Owner”) is in turn to be recorded
on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written
confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive
written confirmations providing details of the transaction, as well as periodic statements of their
holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into
the transaction. Transfers of ownership interests in the Securities are to be accomplished by
entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial
Owners. Beneficial Owners will not receive certificates representing their ownership interests in
Securities, except in the event that use of the book-entry system for the Securities is discontinued.
4. To facilitate subsequent transfers, all Securities deposited by Direct Participants with
DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name
as may be requested by an authorized representative of DTC. The deposit of Securities with DTC
and their registration in the name of Cede & Co. or such other DTC nominee do not effect any
change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the
Securities; DTC’s records reflect only the identity of the Direct Participants to whose accounts
such Securities are credited, which may or may not be the Beneficial Owners. The Direct and
Indirect Participants will remain responsible for keeping account of their holdings on behalf of their
customers.
5. Conveyance of notices and other communications by DTC to Direct Participants, by
Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to
Beneficial Owners will be governed by arrangements among them, subject to any statutory or
regulatory requirements as may be in effect from time to time. Beneficial Owners of Securities
may wish to take certain steps to augment the transmission to them of notices of significant events
with respect to the Securities, such as redemptions, tenders, defaults, and proposed amendments
to the Security documents. For example, Beneficial Owners of Securities may wish to ascertain
that the nominee holding the Securities for their benefit has agreed to obtain and transmit notices
to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and
addresses to the registrar and request that copies of notices be provided directly to them.
6. Redemption notices shall be sent to DTC. If less than all of the Securities within an
issue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each
Direct Participant in such issue to be redeemed.
7. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with
respect to Securities unless authorized by a Direct Participant in accordance with DTC’s MMI
Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to Issuer as soon as
possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting
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rights to those Direct Participants to whose accounts Securities are credited on the record date
(identified in a listing attached to the Omnibus Proxy).
8. Redemption proceeds, distributions, and dividend payments on the Securities will be
made to Cede & Co., or such other nominee as may be requested by an authorized representative
of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and
corresponding detail information from Issuer or Agent, on payable date in accordance with their
respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will
be governed by standing instructions and customary practices, as is the case with securities held
for the accounts of customers in bearer form or registered in “street name,” and will be the
responsibility of such Participant and not of DTC, Agent, or Issuer, subject to any statutory or
regulatory requirements as may be in effect from time to time. Payment of redemption proceeds,
distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested
by an authorized representative of DTC) is the responsibility of Issuer or Agent, disbursement of
such payments to Direct Participants will be the responsibility of DTC, and disbursement of such
payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.
9. DTC may discontinue providing its services as depository with respect to the Securities
at any time by giving reasonable notice to Issuer or Agent. Under such circumstances, in the
event that a successor depository is not obtained, Security certificates are required to be printed
and delivered.
10. Issuer may decide to discontinue use of the system of book-entry-only transfers
through DTC (or a successor securities depository). In that event, Security certificates will be
printed and delivered to DTC.
11. The information in this section concerning DTC and DTC’s book-entry system has
been obtained from sources that Issuer and Agent believe to be reliable, but neither Issuer nor
Agent takes no responsibility for the accuracy thereof.
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ATTACHMENT 6
GOOD FAITH ESTIMATES
The good faith estimates set forth herein are provided with respect to the Bonds in
accordance with California Government Code Section 5852.1. Such good faith estimates
have been provided to the District by Urban Futures, Inc., the City’s Municipal Advisor
(the “Municipal Advisor”) in consultation with Hilltop Securities Inc., the Underwriter for
the Bonds.
Principal Amount. The Municipal Advisor has informed the City that, based on
the City’s financing plan and current market conditions, its good faith estimate of the
aggregate principal amount of the Bonds to be sold is $5,695,000 (the “Estimated
Principal Amount”).
True Interest Cost of the Bonds. The Municipal Advisor has informed the City
that, assuming that the Estimated Principal Amount of the Bonds is sold, and based on
market interest rates prevailing at the time of preparation of such estimate, its good faith
estimate of the true interest cost of the Bonds, which means the rate necessary to
discount the amounts payable on the respective principal and interest payment dates to
the purchase price received for the Bonds, is 3.38%.
Finance Charge of the Bonds. The Municipal Advisor has informed the City that,
assuming that the Estimated Principal Amount of the Bonds is sold, and based on market
interest rates prevailing at the time of preparation of such estimate, its good faith estimate
of the finance charge for the Bonds, which means the sum of all fees and charges paid
to third parties (or costs associated with the Bonds), is $298,101.
Amount of Proceeds to be Received. The Municipal Advisor has informed the
City that, assuming that the Estimated Principal Amount of the Bonds is sold, and based
on market interest rates prevailing at the time of preparation of such estimate, its good
faith estimate of the amount of proceeds expected to be received by the City for sale of
the Bonds, less the finance charge of the Bonds, as estimated above, and any reserve
fund funded with proceeds of the Bonds, is $6,766,676.
Total Payment Amount. The Municipal Advisor has informed the City that,
assuming that the Estimated Principal Amount of the Bonds is sold, and based on market
interest rates prevailing at the time of preparation of such estimate, its good faith estimate
of the total payment amount, which means the sum total of all payments the City will make
to pay debt service on the Bonds, plus the finance charge for the Bonds, as described
above, not paid with the proceeds of the Bonds, calculated to the final maturity of the
Bonds, is $7,945,522.
The foregoing estimates constitute good faith estimates only. The actual principal
amount of the Bonds issued and sold, the true interest cost thereof, the finance charges
thereof, the amount of proceeds received therefrom and total payment amount with
respect thereto may differ from such good faith estimates due to (a) the actual date of the
sale of the Bonds being different than the date assumed for purposes of such estimates,
(b) the actual principal amount of Bonds sold being different from the Estimated Principal
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Amount, (c) the actual amortization of the Bonds being different than the amortization
assumed for purposes of such estimates, (d) the actual market interest rates at the time
of sale of the Bonds being different than those estimated for purposes of such estimates,
(e) other market conditions, or (f) alterations in the City’s financing plan, or a combination
of such factors. The actual date of sale of the Bonds and the actual principal amount of
Bonds sold will be determined by the City based on the timing of the need for proceeds
of the Bonds and other factors. The actual interest rates borne by the Bonds will depend
on market interest rates at the time of sale thereof. The actual amortization of the Bonds
will also depend, in part, on market interest rates at the time of sale thereof. Market
interest rates are affected by economic and other factors beyond the control of the City.
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