HomeMy WebLinkAboutRES CC 1994 1082 1994 1116RESOLUTION NO. 94-!08?
RESOLUTION OF THE CITY OF MOORPARK AUTHORIZING THE
EXECUTION AND DELIVERY OF AN ASSET PURCHASE AGREEMENT,
REDEMPTION OF ALL OF ITS OUTSTANDING SINGLE FAMILY
RESIDENTIAL MORTGAGE REVENUE BONDS, ISSUE OF 1985 (THE
"BONDS "), APPROVING A SUPPLEMENTAL INDENTURE, AND
DELIVERY OF ALL NECESSARY AND RELATED DOCUMENTS IN
CONNECTION WITH THE FOREGOIN', ACTIONS
WHEREAS, pursuant to a Trust Indenture, dated as of April
1, 1983 (the "Indenture ") , by and 'netween the City of Moorpark (the
"City ") and First Interstate Bank of California (the "Trustee ") ,
the City has previously issued, so-A and delivered its Bonds in the
original aggregate principal amout of $20,000,000 in order to
provide funds for the acquisiti(.cn cf home mortgage loans (the
"Loans ") made to qualified persons and families through qualified
lending institutions pursuant tc Part 1 of Division 31 of the
Health and Safety Code of the ta, cf California; and
WHEREAS, Section 4.01(A of the Indenture provides that
the Bonds are subject to special mandatory redemption prior to
their respective stated maturi -ies, in whole or in part, on any
Interest Payment Date from Reven . -s :-iep,- sited in the Redemption
Fund; and
WHEREAS, Section 10.01 c- the Indenture provides that if
the City pays or causes to be p,li_d all sums payable under the
Indenture, the Indenture and the pledgE of Revenues and other
assets thereunder shall cease, ,erminate, become void and be
completely discharged and satisfied, anti the Trustee shall pay
over, transfer, assign or deliver the Issuer all moneys or
securities or other property held L -y it pursuant to the Indenture
which are not required for the paymen= o,- redemption of Bonds not
theretofore surrendered for such x. :ym?nt Dr redemption; and
WHEREAS, the sale of t:he moans and the redemption of the
Bonds pursuant to the Indenture ,vill, result in the release of
excess moneys to the City followinc t=he def.easance of the Indenture
and provision for the redemption ( '. t--he B:)rids; and
WHEREAS, Section 9.0;_(B �.2) of the Indenture provides
that the Indenture may be modifit-ci cr amended at any time by a
Supplemental Indenture, which may : -come f�f= ective upon execution,
without the consent of any Owners fcr t. -e purpose of curing any
ambiguity, inconsistency or omis:; r., or cf curing or correcting
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any defective provision contained in the Indenture, to the extent
deemed necessary or desirable by the Issuer, not inconsistent with
the Indenture, and to the extent such modification or amendment
does not materially adversely a-fe:,t: the interests of the owners of
the Bonds;
NOW, THEREFORE, BE IT RESOLVED by the City of Moorpark as
follows:
Section 1. The Asset Purchase Agreement, dated as of November 1,
1994 (the "Asset Purchase Agreement "), by and between the City and
the Purchaser in substantially the form attached hereto as
Exhibit A and presented to this meeting, is hereby approved. The
City Manager, the Deputy City Manager, of any official of the City
designated by either such officer, is hereby authorized to review
the bids obtained by the Financial Advisor with respect to the sale
of the Loans and to award the Loans to the highest responsible
bidder (the "Purchaser ") . The ;•ity Manager, the Deputy City
Manager, or any official of the :ity designated by either such
officer, is hereby authorized and for and in the name and
on behalf of the City, to execute and deliver the Asset Purchase
Agreement in substantially the form attached hereto as Exhibit A,
with such additions thereto or changes therein as such officer may
require or approve, such approval to oe conclusively evidenced by
the execution and delivery of the Asset Purchase Agreement by such
officer, or any official of the City ies:gnated by such officer.
Section 2. The City Manager, t -ne Deput-y City Manager, or any
member of the City Council, or any official of the City designated
by such officer, is hereby authorised and directed, for and in the
name and on behalf of the City, t) direct the Trustee to cause a
notice of redemption of the outstandingt Bonds to be given as
required by the Indenture and tc rE .ieeii t-r., outstanding Bonds on or
prior to maturity.
Section 3. The Supplemental Indenture, dated as of November 1,
1994, by and between the City and the Trustee, in substantially the
form attached hereto as Exhibit B and presented to this meeting, is
hereby approved. The City Manager, !-.he Deputy City Manager, or any
official of the City designated by either such officer, is hereby
authorized and directed, for and i ii t:he riame and on behalf of the
City, to execute and deliver .he Supplemental Indenture in
substantially the form attached hereto as Exhibit B, with such
additions thereto or changes therei r. as such officer may require or
approve, such approval to be . :anclus.ively evidenced by the
execution and delivery of the Supplemental Indenture by such
officer, or any official of the Ci,y designated by such officer.
Section 4. The City Manager, t1,. Deputy City Manager, or any
member of the City Council, or any ,fficial of the City designated
by such officer, is hereby author . zed an-1 directed, jointly and
severally, for and in the name d -)r1 �)ehalf of the City, to
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execute and deliver any and all necessary and related documents and
take all other necessary and related actions to effectuate the
actions described herein.
Section 5. Mudge Rose Guthrie Alexander & Ferdon is hereby
appointed as Special Counsel ( "Special Counsel ") for the City in
connection with the preparation and negotiation of the Asset
Purchase Agreement and the redemption of the Bonds on the terms and
conditions set forth in their lets -r •_o the City dated October 21,
1994.
Section 6. PAR Marketing, Inc. is hereby appointed as Financial
Advisor for the City in connection with the negotiation of the
Asset Purchase Agreement and the redemption of the Bonds on the
terms and conditions set forth i:-. its letter to the City dated
October 24, 1994 regarding such appointment.
Section 7. This Resolution shall. ak,� effect immediately upon its
adoption.
PASSED AND ADOPTED ON THIS 16th DAY OF NOVEMBER, 1994.
PAUL W. L�MSON JR MAYOR
ATTEST:
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MOORPARK
799 Moorpark Avenue Moorpark, California 93021 (805) 529 -6864
STATE OF CALIFORNIA )
COUNTY OF VENTURA ) SS.
CITY OF MOORPARK )
I, Lillian E. Hare, City Clerk of the City of Moorpark,
California, do hereby certify under- penalty of perjury that
the foregoing Resolution No. j4 -1082 _ was adopted by the
City Council of the City of Moorpark at a meeting held on
the 16th day of November , 1994, and that
the same was adopted by the following vote:
AYES: COUNCILMEMBERS HUNTER, MOVIGOMERY, PEREZ, WOZNIAK, AND MAYOR LAWRASON
NOES: NONE
ABSENT: NONE
ABSTAIN: NONE
WITNESS my hand and the official seal of said City
this 17th day of November 1994.
C
Lillian E. Hare
City Clerk
PAUL W. LAWRASON JR. PATRICK HUNTER SCOTT MONTGOMERY BERNARDO M. PEREZ JOHN E. WOZNIAK
Mayor Mayor Pro Tem Coundirnembe, Councilmember Concilmember
Printed an Recyciec P__.
CITY OF MOORPARK
Issuer
AND
FIRST INTERSTATE BANK OF CALIFORNIA
Trustee
SUPPLEMENTAL. INDENTURE
Dated as of November 1, 1994
$20,000,000
City of Moorpark
Single Family Residential Mortgage Revenue Bonds
Issue of 1985
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SUPPLEMENTAL INDENTURE
This Supplemental Indenture, dated as of November 1,
1994, by and between the City of Moorpark, a municipal corporation,
duly organized and existing under the laws of the State of
California (the "Issuer ") and First Interstate Bank of California,
a corporation, duly organized and existing under the laws of the
State of California, as trustee (the "Trustee ");
WITNESSETH
WHEREAS, Section 9.01(B) (2) of the Trust Indenture, dated
as of April 1, 1985, by and between the Issuer and the Trustee,
relating to the $20,000,000 City of Moorpark Single Family
Residential Mortgage Revenue Bonds, Issue of 1985 (the
"Indenture "), provides that the Indenture and the rights and
obligations of the Issuer and of the Owners of the Bonds may be
modified or amended by a Supplemental Indenture, which shall become
effective upon execution (or such later date as may be specified in
such Supplemental Indenture) , without the consent of any Owners,
but only to the extent permitted by law and only for any one or
more of the purposes listed in Section 9.01(B), including to make
such provisions for the purpose of curing any ambiguity,
inconsistency or omission, or of curing or correcting any defective
provision, contained in the Indenture, or in regard to matters or
questions arising under the Indenture, as the Issuer may deem
necessary or desirable, and not inconsistent with the Indenture,
and which shall not materially adversely affect the Interests of
the Owners of the Bonds; and
WHEREAS, the Indenture contains certain provisions
regarding forgiveness of the Loans following the discharge of the
liability on the Bonds, which provisions are ambiguous and go
beyond requirements of the Code; and
WHEREAS, certain other of the provisions of the Indenture
are ambiguous and inconsistent in regard to matters or questions
arising under the Indenture;
WHEREAS, the Issuer deems it necessary and desirable to
amend the Indenture to correct certain ambiguities and
inconsistencies and to clarify that the Loans shall be forgiven
only to the extent required by the Code; and
WHEREAS, Section 11.03 of the Indenture provides that the
rights and benefits of the Indenture are for the sole and exclusive
benefit of the Issuer, the Trustee and the Owners of the Bonds;
NOW, THEREFORE, the parties to this Supplemental
Indenture agree as follows:
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Section 1. Program Covenants. Section 6.08(E) of the
Indenture is hereby amended to read, in its entirety, as follows:
(G) To the extent necessary to comply with the Code from
and after the first date following the redemption of the last
outstanding Bond, the Issuer and the Trustee, to the extent the
Issuer or the Trustee have an interest in the Loans following such
redemption, shall cease to collect or cause to be collected, and
shall waive all rights with respect to, all principal and interest
payments on outstanding Loans held by the Trustee for the benefit
of the Owners pursuant to this Indenture, scheduled to be paid on
or after such date or take any other action necessary to comply
with the Code. If the Lender has transferred to the Trustee as
Revenues payments that need not have been made after such date, the
Trustee shall immediately return such payments to such Lender for
refunding to the Mortgagor.
Section 2. Effective Date. This Supplemental Indenture
shall become effective upon executior.
Section 3. Execution in Counterparts. This Supplemental
Indenture 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.
Section 4. Applicable Law. This Supplemental Indenture
shall be governed by and construed in accordance with the laws of
the State of California.
Section 5. Indenture to Remain in Effect. Except as
provided in this Supplemental Indenture, the Indenture shall remain
in full force and effect.
Section 6. Capitalized Terms. Capitalized terms used
and not defined herein shall have the meanings ascribed to them in
the Indenture.
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IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be executed and attested by their proper
officers thereunto duly authorized, as of the day and year first
above written.
CITY OF MOORPARK,
as Issuer
By: _
ATTEST: Name: _
Title: _
Dated:
City Clerk
FIRST INTERSTATE BANK OF
CALIFORNIA,
as Trustee
By:
Name:_
Title: _
Dated:
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ASSET PURCHASE AGREEMENT
Dated as of
November 1, 1994
By and Between
the
CITY OF MOORPARK
and
Relating to
$20,000,000
CITY OF MOORPARK
SINGLE FAMILY RESIDENTIAL MORTGAGE REVENUE BONDS
ISSUE OF 1985
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TABLE OF CONTENTS
Section
1.1.
Certain Defined Terms . . . . . . . . . .
2
Section
2.1.
Representations, Warranties and Covenants of the
Issuer
. . . . . . . . . . . . . . . . . . .
3
Section
2.2. Representations and Warranties of the
Purchaser
. . . . . . . . . . . . . . . .
5
Section
3.1.
Status of the Loans . . . . . . . . . .
6
Section
3.2.
Purchase and Sale of the Loans. . . . . . . . .
7
Section
3.3.
Sale Without Recourse; No Warranties . . . . . .
7
Section
3.4.
Other Obligations of the Purchaser . . . . . . .
8
Section
3.5.
Other Obligations of the Issuer . . . . . . . .
8
Section
4.1.
Fees and Expenses . . . . . . . . . .
9
Section
5.1.
Conditions Precedent . . . . . . . . . .
10
Section
6.1.
Purchaser Not Agent of the Issuer . . . . . . .
11
Section
7.1.
Miscellaneous Provisions . . . . . . . . . . .
11
EXHIBIT
A -
List of Loans, Princip-A Balances
and Interest Rates . . . . . . . . . .
A -1
EXHIBIT
B -
Form of Certificate o- Tiustee . . . . . . . . .
B -1
EXHIBIT
C -
Form of Opinion of Sp—ia1 Counsel . . . . . . .
C -1
EXHIBIT
D -
Certificate and Reque: cf. trie Issuer . . . . . .
D -1
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1994 (the
"Issuer "),
under the
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT, dated as of November 1,
"Agreement ") , is by and between the CITY OF MOORPARK (the
a municipal corporation, duly organized and existing
Constitution and laws of the St.ate of California, and _
having its principal place of business at
(the "Purchaser ") .
W I T N E S S E T H
WHEREAS, pursuant to a Trust Indenture dated as of April
1, 1985 (the "Original Indenture as modified and amended by a
Supplemental Indenture dated as of November 1, 1994 (the
"Supplemental Indenture, and, toget.nex with the Original Indenture,
the "Indenture ") by and between !ie Issuer and First Interstate
Bank of California, as trustee (L.110 "Trustee "), the Issuer issued
its $20, 000, 000 City of Moorpark Slr.gle Family Residential Mortgage
Revenue Bonds, Issue of 1985 (ttie "Bonds ") in order to provide
funds for the acquisition of home m( >rtgage loans (the "Loans") made
to qualified persons and families through qualified lending
institutions pursuant to Part :; cJ- Dl. vision 31 of the Health and
Safety Code of the State of California, as amended (the "Act ") ; and
WHEREAS, pursuant to the ndenture, the Bonds are secured
by an irrevocable pledge of the ,,evenues, which consist of all
amounts received by the Issuer or -.he Trustee from or with respect
to any Loan, any Agreement, any Df—reloper Agreement or any policy
of insurance on or with respect :) any "moan, including, without
limiting the generality of the E<)regoing, scheduled payments of
principal of and interest required pursuant to any Loan and paid
from any source (including both time_y and delinquent payments) ,
Loan Principal Prepayments, and i_1 interests, profits or other
income derived from the investment of amounts in any fund or
account established pursuant to the :-ndent.ure (except the Excess
Earnings Fund) , but do not inc __.ud,� Impound Payments, ( 2 ) any
amount retained by any Lending In3titution as a servicing fee or
other compensation, (3) Excess F�irnirigs and (4) the City
Administration fee; and
WHEREAS, Section 4.01(A) of the Indenture provides that
the Bonds are subject to special mandatory redemption prior to
their respective stated maturities, in whole or in part, on any
Interest Payment Date from Revenues depcsited in the Redemption
Fund; and
WHEREAS, Section 10.01 o! the Indenture provides that if
the City pays or causes to be pa:.d all sums payable under the
Indenture, the Indenture and the pledge of Revenues and other
assets thereunder shall cease rminate, become void and be
LA01 \6253 \18546.1 10363.1
completely discharged and satisfied, and the Trustee shall pay
over, transfer, assign or deliver to the Issuer all moneys or
securities or other property held by it pursuant to the Indenture
which are not required for the payment or redemption of Bonds not
theretofore surrendered for such payment or redemption; and
WHEREAS, pursuant to action by the Issuer on
1994, and this Agreement, --he Issuer agrees to sell the
Issuer's Interest in the Loans to t-he Purchaser and the Purchaser
agrees to purchase the Issuer's Interest in the Loans from the
Issuer upon the terms and conditicns set forth herein;
NOW, THEREFORE, in consideration of the mutual premises
contained herein and other valuable consideration, the receipt and
sufficiency of which are hereby a- -kno�wledged, the parties hereto
agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1. Certain Defined Terms. Terms used in this
Agreement shall have the meanings set forth in this Section, unless
the context clearly otherwise requires. Any terms used herein
which are not defined in this Agreement shall have the meanings
given to such terms in the Indent u:-e .
"Administrator" shall mean Urban Futures, Incorporated,
its successors and assigns, as Compliance Agent and Administrator
under the Mortgage Sale and Service Agreement dated as of April 1,
1985, by and among the Lender, the Administrator, the Trustee and
the Issuer.
"Closing Date" shall mear;._ _ , 1994.
"Issuer" shall mean the : "ity of Moorpark.
"Issuer's Interest in the Loans" shall mean and include
the Issuer's right, title and interest in the Loans and in the
Agreement, subject to the Issuer's continued right to
indemnification, reimbursement and recovery of costs, expenses and
liabilities as provided therein.
"Lender" means First Interstate Mortgage Company and its
successors and assigns under the Mortgage Sale and Service
Agreement dated as of April 1, 1985, by and among the Lender, the
Administrator, the Trustee and !�he Issuer
"Purchase Price" sha:_l -ave tie meaning set forth in
Section 3.2.
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"Redemption Date" shall mean April 1, 1995, with respect
to all outstanding Bonds except for one Bond in the amount of
$5,000 with respect tc which the t - -rm "Redemption Date" shall mean
April 1, 2018.
& Ferdon.
"Special Counsel" shall 1gar Mudge Rose Guthrie Alexander
ARTICLE II
REPRESENTATIONS AND WARRANTIES
Section 2.1. Representations, Warranties and Covenants of
the Issuer. As of the Closing ;tte, the Issuer represents and
warrants to the Purchaser that:
(a) Organization and Authorization. The Issuer is
a municipal corporation, duly organized and validly
existing under the Const J.t ior and the laws of the State
of California.
(b) Authority to Adopt Documents. The Issuer had,
as of the date of the adoption of the Indenture, full
power and authority to adopt the Indenture, and has full
power and authority to execute, deliver and perform this
Agreement, and to execute, deliver and perform all other
agreements and instruments executed and delivered
pursuant to or in connection with this Agreement.
(c) Obligations Legal, Valid and Binding. This
Agreement has been duly and validly authorized, executed
and delivered by the Issuer and constitutes the legal,
valid and binding obligat -ion of the Issuer enforceable
against the Issuer in acc=ordance with its terms, except
insofar as enforcement may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting ::he enforcement of creditors`
rights and remedies genei-ally, and by general principles
of equity, whether appl. =d ay a c=ourt of law or equity.
(d) Compliance W1 ch Law. The Issuer is in
compliance with and not :.n default under any laws of the
State of California which would adversely affect the
Issuer's existence or its powers and authority referred
to in 2 . 1 (b) .
(e) No Legal Bar. :'fie adoption of the Indenture and
the execution, delivery and performance by the Issuer of
this Agreement and all ether agreements and instruments
relating to this Agreement executed and delivered by the
Issuer in connection hei -with and therewith, (i) do not
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violate any provision of the laws of the State of
California or any other applicable law, regulation,
order, writ, judgment or decree of any court, arbitrator
or governmental authority, and (ii) do not violate any
provision of, constitute a default under, or result in
the creation or imposition of any lien on any of the
assets of the Issuer pursuant to the provisions of, any
mortgage, resolution, indenture, contract, agreement or
other undertaking with respect to the Issuer to which the
Issuer is a party or which purports to be binding on the
Issuer or or: any of its assets.
(f) Consents. The Issuer has obtained, or will
obtain on or before the Closing Date, all consents,
permits, licenses and appioval.s of, and has made all
filings, registrations and declarations with,
governmental. authorities required under law, to authorize
the execution, delivery and performance of this Agreement
and all other agreement tc> be delivered in connection
with any thereof, and a_.1 such consents, permits,
licenses, approvalE, filings, registrations and
declarations remain in gill force and effect.
(g) Litigation. ro the best of the Issuer's
knowledge, there is no action, suit, investigation or
proceeding pending or threatened against or affecting the
Issuer, the result of which could have a material adverse
affect on the ability )f the Issuer to perform its
obligations hereunder.
(h) Transfer of Assets. The Issuer has all
requisite power and authority to transfer title to the
Loans free and clear c,f any _iens or encumbrances created
by the Indenture.
(i) Ownership By Issuer. The Issuer has the power
to transfer to the Purchaser all right, title and
interest in the Loans, free and clear of liens, claims
and encumbrances, and subject to no agreement between the
Issuer and any other party. Following the transfer of
the Loans to the Purchaser, the Loans will not be subject
to any provision of the Indenture, including, without
limitation, (i) any provision requiring forgiveness of
all or any portion of principal and/or interest on such
Loans, or (ii) any provision relating to the Issuer's
right to approve an assumption of a Loan; and the Issuer
has not and will not direct or authorize the forgiveness
of principal or interest: with respect to any of the
Loans, nor shall the Issuer direct the redemption of the
Bonds on dates other :har as orovided herein.
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(j) Sale of Loans. The Issuer has taken all actions
necessary to achieve the maximum obtainable Purchase
Price with respect to F:= Loans.
Section 2.2. Representations and Warranties of the
Purchaser. As of the Closing Dat- the Purchaser represents and
warrants to the Issuer that:
is a
under
(a) Organization and Authorization. The
corporation, duly organized and validly
the laws of the S—ite of _
Purchaser
existing
(b) Authority to Adopt Documents. The Purchaser
has full power and authority to execute, deliver and
perform this Agreement, and t--c- execute, deliver and
perform all other agreemo - its and instruments executed and
delivered pursuant t cr connection with this
Agreement.
(c) Obligations Legal, Valid and Binding. This
Agreement has been duly and validly authorized, executed
and delivered by the Purchaser and constitutes the legal,
valid and binding obliga-.ion of the Purchaser enforceable
against the Purchaser in accordance with its terms,
except insofar as enworc:ement may be limited by
applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforcement of
creditors' rights and remedies generally, and by general
principles cf equity, whc,ther applied by a court of law
or equity.
(d) Compliance Wim Law. The Purchaser is in
compliance with and not in default under any laws which
would adversely affect the Purchaser's existence or its
powers and authority re' f•rred +:o in 2.2(b) .
(e) No Legal Bar. The execution, delivery and
performance by the Purchaser of this Agreement and all
other agreements and instruments relating to this
Agreement executed and delivered by the Purchaser in
connection herewith and therewith, (i) do not violate any
provision of the laws o4 the State of
or any other applicablE- law, regulation, order, writ,
judgment or decree any court, arbitrator or
governmental authority, and (ii) do not violate any
provision of, constitute a default under, or result in
the creation or imposition of any lien on any of the
assets of the Purchaser j)ur suant to the provisions of,
any mortgage, resolution indenture, contract, agreement
or other undertaking w i - 71 : -esF ect to the Purchaser to
which the Purchaser is panty or which purports to be
binding on the Purchaset )r on -iny of its assets.
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(f) Consents. The Purchaser has obtained, or will
obtain on or before tree Closing Date, all consents,
permits, licenses and approvals of, and has made all
filings, registrations and declarations with,
governmental authorities required under law, to authorize
the execution, delivery and performance of this Agreement
and all other agreement; to be delivered in connection
with any thereof, an;: all such consents, permits,
licenses, approvals, iilings, registrations and
declarations remain in u!] force and effect.
(g) Review of Loads. The Purchaser has conducted
its own review of the Loans and is not relying upon any
representation of the Issuer. in connection with the Loans
in entering into this Agreemen', except as set forth in
Section 2 . 1 of this Agr -em( rit. .
(h) Investigation of Loans. The Issuer has made
available to the Purchaser the opportunity to investigate
(including through inqu I i-y t.o the Trustee and the Lender)
the Loans and all matter ,elating thereto, and to obtain
additional informat-..ot; ;clat.ing thereto which said
parties possess.
(i) Sophisticated Investor. The Purchaser is a
"sophisticated investor" and has such knowledge and
experience in financial and business matters that it is
capable of evaluating merits and risks of ownership
of the Loans.
(j) Due Diligence. The Purchaser confirms that it
has taken such steps as .he Purchaser deems appropriate
with respect to (i) condo., -,ting due diligence with respect
to the status and quali•', of the Loans; (ii) assignment
of ownership of the roans; (iii) eligibility for
insurance benefits; ar.i (i.v) the perfection of all
related security interests related thereto, and that the
Issuer has made no repz - }sentat. ion, except as otherwise
provided in this Agreem,rit, wi -h respect to the Loans.
ARTICLE III
PURCHASE AND SALE OF LOANS
Section 3.1. Status of the Loans. The Purchaser has
conducted a review of the Loans arid, based upon such review, the
Purchaser hereby agrees that as o' _ , 1994, the
aggregate outstanding principal Y;alance of the Loans subject to
purchase by the Purchaser under th s Agreement is $ _
Each Loan with its loan number, pz _.:cipal balance and interest rate
is set forth on Exhibi•= A. The P,i -haser confirms and accepts the
LA01 \6253 \18546.1 E 10363.1
amounts and interest rates set forLn on Exhibit A as conclusive and
waives any right it may have to the reevaluation of such amounts.
Section 3.2. Purchase and Sale of the Loans. The
Purchaser hereby agrees to purchase on the Closing Date, and the
Issuer agrees to sell, all of the Issuer's Interest in the Loans
shown on Exhibit A, for a purchase price of $ as
adjusted pursuant to the second paragraph of this Section 3.2 (the
"Purchase Price ") which is - - % of the aggregate outstanding
principal balance of the Loans, pl:s accrued interest from October
1, 1994 to the Closing Date ($ _.-_) , payable to the Trustee
on behalf of the Issuer in immediately available funds on the
Closing Date.
The Purchaser shall nc be obligated to pay accrued
interest on any Loan that is mere •han 90 days past due.
All interest in this subsection shall be calculated at a
rate equal to the rate of interest : )n r_he applicable Loans of 9.9506
per annum, less 0.23% per annum (rf=esent:ing the servicing fees),
based on a 360 -day year as set f(-)--l- in -xhibit A.
The Issuer shall, as soon as practicable on or after the
Closing Date, cause the Trustee and the Lender to take all
necessary action and to execute and deliver all necessary
instruments to confirm the sale of the Loans to the Purchaser and
to vest title to the Loans in the ur --ha.3ef.
Each promissory note ev._dencing a Loan shall bear an
endorsement and each deed of true shall be assigned in a form
acceptable to the Purchaser and th, Issuet, assigning the interest
therein to the Purchaser.
Section 3.3. Sale Without Recourse; No Warranties. The
Purchaser hereby agrees that the purchase by it of the Loans from
the Issuer as provided in Section 1.2 above shall be without any
recourse whatsoever to the Issues Upon delivery of the Loans
against payment therefor, sale Df he Loans shall be absolute and
final.
THE ISSUER MAKES NO REPRESENTATIONS OR WARRANTIES,
EXPRESS, IMPLIED OR OTHERWISE, WITH RESPECT TO THE CONDITION OF ANY
OF THE PROPERTIES SUBJECT TO THE LOANS, THE ACCURACY OR
ENFORCEABILITY OF ANY OF THE DOCUMENTATION EVIDENCING THE LOANS,
THE PAYMENT STATUS OF THE LOANS, THE STATUS OR TRANSFERABILITY OF
ANY INSURANCE WITH RESPECT TO THE LOANS, OR ANY OTHER MATTER
RELATED TO OR ARISING FROM THE LOANS.
The Purchaser acknowledges that it is purchasing the
Loans hereunder based upon its own review of the Loan documents and
certificates of parties other. than - he Issuer, and the Purchaser is
LA01 \6253 \18546.1 7 10363.1
not relying upon any statements of Dr documentation provided by the
Issuer in connection therewith.
Section 3.4. Other Obligations of the Purchaser. In
addition to any other obligations of the Purchaser hereunder, the
Purchaser hereby undertakes the f�illowinq obligations:
(A) The Purchaser hereby agrees to work with the Trustee
and the Lender to ensure the orderly transfer of Loan documentation
from the Trustee and the Lender to - =he Purchaser within 30 Business
Days after the Closing Date. From and after the Closing Date and
upon the delivery of the Loans to -.he Purchaser, all documentation
related to the Loans shall he ze sole responsibility of the
Purchaser.
(B) On the Closing Pate the Purchaser shall deliver to
the Issuer an opinion of its coansel satisfactory in form and
substance to the Issuer and Special. Counsel, as to the
enforceability of this Agreement - igainst- the Purchaser and as to
the matters set forth in Section 2 hereof.
(C) On the Closing Data-, the Purchaser shall deliver or
cause to be delivered to the Issuer and the Trustee such
documentation in its possession ;r control as the Issuer shall
reasonably require to evidence the :satisfaction by the Purchaser of
its obligations under Section ierecf
(D) The Purchaser shal apply all amounts in impound
accounts with respect to the Loans and shall otherwise service the
Loans in a manner consistent wit: the notes, the deeds of trust
securing the Loans and applicab -e aw. The Purchaser hereby agrees
to hold the Issuer and the Trustee harmless from any and all
liability resulting from the application of amounts on deposit in
such impound accounts or other ser, cing of the Loans following the
delivery of the Loans to the Pi,rc :. -+ser
Section 3.5. Other Obligations of the Issuer. In
addition to any other obligation, of the Issuer hereunder, the
Issuer undertakes the following cal ig -aticns:
(AA) Upon purchase of the Loans by the Purchaser
hereunder, the Issuer shall transfer or cause to be transferred all
Loan documentation in its possessic.,n or control to the Purchaser or
its designee. The Issuer agrees tc cause the Trustee and the
Lender to surrender all Loan files pertaining to the Loans to the
Purchaser within 30 Business Days :ft�r t-he Closing Date.
(BB) If requested by th,_- Purchaser or pursuant to the
direction of the Purchaser, the Iss.,er shall take all action within
its power to transfer all interest of the Issuer in, and to make
the Purchaser or its designee the %ested loss payee of, each title
policy, mortgage guaranty insurancf on icy. hazard insurance policy
LA01 \6253 \18546.1 & 10363.1
and each other insurance policy consti.tut_ing a portion of any Loan
file, and the Issuer further agrees t.o resign forthwith any
trusteeship under any deed of trust securing a Loan or to procure
for the Purchaser, if requested and to the extent it is legally
able to do so, the resignation of any person who may be named as
trustee under any such deed of tr— ::t
With respect to Loans in foreclosure on the Closing Date,
the Issuer shall take all action w:th.in its power as the Purchaser
shall reasonably request to recognize Purchaser's interest in such
foreclosure proceedings.
The Issuer shall pay or .-ause to be paid to the Purchaser
all payments on Loans received from the Trustee or the Lender on or
after , 1994 representing interest accruing and /or
principal to the extent collectedj on the Loans referred to in
Section 3.1 hereon and any moneys .:ollected from any other source,
i.e., insurance proceeds, and per.alties, fees and late payments
collected from mortgagors on the !.()ans t_ the extent they are not
required to be paid to the Lende ,e Trustee as fees or in
reimbursement of expenses.
In performing the above listed obligations, the Issuer
shall act solely pursuant to writt-n inst- uctions of the Purchaser
reasonably acceptable to the Issu,
Section 4.1. Fees and Expenses.
(A) Whether or not the purchase or sale of the Loans is
consummated as provided herein, the Purchaser shall pay all of its
costs and expenses in connection w -th the preparation and execution
of this Agreement and any other d( uments related hereto.
(B) Subject to the sale ,.)f --he Loans as provided herein,
the Issuer shall pay all fees and expenses of Special Counsel in
connection with the preparation and execution of this Agreement and
the Defeasance of the Indenture ii. the amount of $20,000, and the
fees of PAR Marketing, Incorporate,, -_he Financial Advisor in the
amount of $15,000, by depositing_ s id amount.s with the Trustee for
transfer to said parties.
If the sale of the Loans is consummated as provided
herein, Issuer shall pay the follc�%in <; expenses:
Cost of recording assignments of
deeds of trust
Attorneys fees incurred to the
Purchase Dat on any Mortgage
Loans in foreclosure
Servicing term.natior fees
LA01 \6253 \18546.1 9 10363.1
Mortgage Pool and /or Primary Insurance Advance
Payments
Trustee Fees, ncluding fees of Trustee's counsel
Escrow Verifi(.•ation Fees
Foreclosure Fees (to be paid in accordance
with the Aq, ,cement '
Section 5.1. Conditions Precedent. The obligation of the
Issuer to sell the Loans to the ;purchaser as provided in Section
3.2 hereof shall be subject to the satisfaction of each of the
following conditions on the Closi. q Cate
(A) The representations and warranties of the Purchaser
in Sections 2.2 and 3.1 hereof shall he true and correct as of the
date of execution hereof and as of thE� Closing Date, and the
Purchaser shall have deliverer on the Closing Date a
certificate to that effect.
(B) The Issuer shall lave received the opinion of
counsel to the Purchaser describe(-, in Se;-•tion 3.4(B) hereof.
(C) All actions to b., performed hereunder by the
Purchaser prior to the sale of the ".oa!-is t D the Purchaser hereunder
shall have occurred.
(D) Defeasance shall h,o,,e occurred as evidenced by the
opinion of Special Counsel.
If any of the foregoing conditions have not been met by
the earlier of the date provided therefor or the Closing Date, the
Issuer shall be under no obligation hereunder, except that the
provisions of Section 4.1 hereof shall be effective in any event.
The Issuer may, in its sole discretion waive any of such
conditions in whole or in part. irl the event that one or more of
the foregoing conditions have not, been met (or waived by the
Issuer) as aforesaid, the Purchaser shale promptly return to the
Issuer or to the Trustee, as appropr:.ate any Loan documentation
belonging to the Issuer or the Trl.st? -�.
The obligation of the Purchaser to purchase the Loans as
provided in Section 3.2 shall be ;subject to the satisfaction of
each of the following conditions (r --he Closing Date:
(AA) The representations and warranties of the Issuer in
Section 2.1 hereof shall be true and correct as of the date of
execution hereof and as of the Clc,:�inq Date.
(BB) The Purchaser shal have received a certificate of
the Trustee in substantially the f rm of Exhibit B hereto.
LA01 \6253 \18546.1 10 10363.1
(CC) The Purchaser shat., have received an opinion of
Special Counsel, in substantially -he form of Exhibit C hereto.
(DD) All rights of the Lender with respect to servicing
of the Loans shall terminate upon the sale of the Loans to the
Purchaser hereunder, subject to compliance with all applicable laws
and regulations pertaining to the 'ransfer of servicing.
(EE) All actions to be performed hereunder by the Issuer
prior to the purchase of the Loans i,y the Purchaser hereunder shall
have occurred.
If any of the foregoing conditions have not been met by
the earlier of the date provided therefor or the Closing Date, the
Purchaser shall be under no obligar_ion hereunder, except that the
provisions of Section 4.1 hereof :;hall be effective in any event.
The Purchaser may, in -1: ,S :301e discretion waive any of
such conditions in whole or in par-. In the event that one or more
of the foregoing conditions have ;iot been met (or waived by the
Purchaser) as aforesaid, the Purch, -Asez shall promptly return to the
Issuer or to the Trustee, as apps,�prLate, any Loan documentation
belonging to the Issuer or the Ty >tee.
Section 6.1. Purchaser Not Agent of the Issuer. Nothing
in this Agreement shall in any way cause the Purchaser to be an
agent of the Issuer for any purpo.s(� whatsoever. The Purchaser is
acting hereunder for its own accou:: - and not for the benefit of any
other party. All representations, warranties and covenants of the
Issuer hereunder are for the sole and exclusive benefit of the
Purchaser, and no other party shalt be entitled to rely thereon or
derive any rights with respect th(retc. No party, other than the
Issuer and the Purchaser and tf.eif permitted successors and
assigns, is intended to be a bent- ciary of any provision of this
Agreement.
If the Purchaser incui:3 any loss on the resale or
servicing of any Loan upon or aft(r the Closing Date, neither the
Issuer nor the Trustee shall bear -,uch less.
Section 7.1. Miscellaneous Provisions.
(A) This Agreement shal. be governed by the laws of the
State of California.
(B) This Agreement constitutes the entire agreement of
the parties hereto with respect to the matters described herein;
all previous agreements, both written and oral, with respect
thereto are hereby superseded by this Agreement.
(C) This Agreement may be amended only by written
amendment executed by both partieF hereto;.
LA01 \6253 \18546.1 1 1 10363.1
(D) The parties beret:. agree that time is of the
essence.
(E) All obligations of my party to this Agreement shall
also be binding upon its successor-3 and assigns.
(F) The several headings and captions contained herein
are for ease of reference only an(i shell in no way define or limit
the provisions hereof
(G) Any notice or instrument required or permitted by
this Agreement to be given or delivered shall be effective upon
receipt or seventy -two hours following deposit of the same in any
United States Post Office in California, registered or certified
mail, postage prepaid, addressed follc)ws:
Issuer Cit-r� of Moorpark
"'99 Moorpark Avenue
Mootpark, California 93021
Attention: Deputy City Manager
"Iel_phone: (805) 529 -6864
'c'eI :'cpy: (805) 529 -8270
Purchaser:
Attention:
Telephone:
Tel-copy:
Each party may change its address for delivery of notice
by delivering written notice of such change of address to the other
party.
(H) If any part of this
or unenforceable by a court of
remainder of this Agreement shall
extent reasonably possible.
Agreement is held to be illegal
competent jurisdiction, the
be given effect to the fullest
(I) Any and all obligations of the Issuer arising out of
or related to this Agreement are the special and limited
obligations of the Issuer payable only from amounts paid by the
Purchaser hereunder or from other funds of the Issuer derived under
the Indenture to the extent such may become available. In no event
shall the Issuer be obligated to advance any of its own funds
hereunder. No member, officer, employee or agent of the Issuer
shall incur any liability hereunder in their individual capacities
by reasons of their actions hereuri;.er or execution hereof.
(J) This Agreement may be executed in counterparts, each
of which shall be deemed an origir:-,l
LA01 \6253 \18546.1 12 10363.1
(K) Each party shalom take such actions and execute and
deliver such further documents and instruments before or after the
sale of the Loans hereunder as may be reasonably requested by the
other party in order to carry out the purposes of this Agreement.
(L) The Trustee is a hii-d -party beneficiary of this
Agreement.
LA01 \6253 \18546.1 13 10363.1
IN WITNESS WHEREOF, the panties hereto have each caused
this Agreement to be executed by 'heir fespective officers as of
the date set forth above.
ATTEST:
City Clerk
'ITY OF MOORPARK,
is Issuer
'3y: -- -
.game :
"3tIe:
is Purchaser
BY: — -
Name:
-rit le :
LA01 \6253 \18546.1 14 10363.1
EXHIB : "' A
List of Loans, Pr.ncipal Balances
and Intere° -'t Rat-E:
LOAN PRINCIPAL INTEREST RATES
NUMBER BALANCE ON ALL LOANS
LA01 \6253 \18546.1 A- 1 10363.1
EXHIB:- B
Form of Certi f i c rte of Trustee
First Interstate Bank ,f California, as trustee (the
"Trustee ") under the Indenture 'th, "Indenture "), dated as of April
1, 1985 by and between City of Moorpark ( "the Issuer ") and the
Trustee, relating to the $2O,00C,c)',.- City of Moorpark Single Family
Residential Mortgage Revenue Bond:;, -,Issue of 1985 (the "Bonds "),
hereby represents, warrants and c—i tifies to the Issuer and
, as Purchases (the "Purchaser ") under that
certain Asset Purchase Agreement, dated as of November 1, 1994,
between the Issuer and the Purchi -r, as fellows
2. The Trustee makes i.:
to legal title to or encumbrance.
condition of any of the propert
accuracy or enforceability of any
the Loans, the payment status
transferability of any insurance w.
other matter related to or arisinu
that the Trustee has not, in its
action which would create a lier:
trust (each a "Mortgage ") evidenc..;
expressly set forth in this Cert.
representation or warranty
1.
All of the
mortgage loans originated with the
proceeds
of
the Bonds (the
"Loans" were acquired by or have been
assigned
to
the undersigned
as T? to - -.
2. The Trustee makes i.:
to legal title to or encumbrance.
condition of any of the propert
accuracy or enforceability of any
the Loans, the payment status
transferability of any insurance w.
other matter related to or arisinu
that the Trustee has not, in its
action which would create a lier:
trust (each a "Mortgage ") evidenc..;
expressly set forth in this Cert.
representation or warranty
as
upon the Loans, or as to
the
.s subject to the Loans,
the
f -he documentation evidencing
f thE� Loans, the status
or
t:ri respect to the Loans, or
any
f r Dm t: he Loans, other than
( a )
.r.ci.vidual capacity, taken
any
en for in right to the deed
of
e ich roan and (b) as otherwise
_,r _e .
3. Upon compliance wi •r .he applicable terms of the
Indenture, the Trustee has full c,,rperate power and authority to
assign the Loans to the Purchase , provided, however, that the
Trustee makes no representation_, irianty or certification as to
the matters referred to in the :)p :. i:):l, of even date herewith, of
Mudge Rose Guthrie Alexander Y -rd:)n, Special Counsel to the
Issuer, addressed to the Issuer, he Purchaser and the Trustee,
which opinion the Trustee has rel od upon in connection with the
transactions contemplated by the I, Purchase Agreement.
4. The Trustee has .t: modified the outstanding
Mortgages or the related Mortgage ;otE>s the "Mortgage Notes ") in
any material respect; satisfied, ,ancel ed or subordinated the
outstanding Mortgages or Mortgage ^,()tes in whole or part; released
the mortgaged property in who -_e r part from the lien of any
outstanding Mortgages; or exec:utt•l any instrument of release,
cancellation, modification or sat :sfact.Lon with respect to any
outstanding Mortgages or Loans .rnl-ss such release, cancellation,
modification or satisfaction does r adversely affect the value of
the Mortgages and is contained =re related Mortgage file;
provided, however, that the actican cf anv _nstituti.on acting as a
LA01 \6253 \18546.1 '3- i 10363.1
servicer of any Loan shall not be considered actions of the
Trustee.
S. To the best knowledge of the Trustee, all payment of
principal and interest on the Loans received by the Trustee have
been deposited and administered in accordance with the terms of the
Indenture, except as disclosed t.. ^�1:he Issuer in writing.
6. The Trustee has been given no actual notice that
there exists under the Indenture an Event of Default, as defined
therein, or a default which, with -he giving of notice, the passage
of time or both, would become irn Event of Default under the
Indenture.
7. The Trustee acknowiedges receipt from the Issuer of
written notice to the effect that the Issuer has sold the Issuer's
interest in the Loans to the Purc'iaser, and directing the Trustee
to transfer and deliver to the Purchaser the Loans. The Trustee
hereby agrees to effect the deli , r% of t:he Loans in accordance
with the Asset Purchase Agreemc!n1:
8. The Trustee agrees -o provide notice of redemption
of the Outstanding Bonds in accordance with the Indenture and to
redeem $ priri.. ipal amount of the Outstanding
Bonds on April 1, 1995, representing all of the outstanding
principal amount of the Bonds except for one Bond in the amount of
$5,000 with respect to which t2-,e "rustee agrees to provide notice
of redemption in accordance with -.he ; ndenture and to redeem on
April 1, 2018.
9. The Trustee has :got received any direction or
instructions to direct or authorize the forgiveness of principal or
interest with respect to any of , 1:e Loans in the Asset Purchase
Agreement.
IN WITNESS WHEREOF, the ':'r.ustee has caused its authorized
and duly appointed officer to execute this Certificate of the
Trustee as of the date set forth 'nelow.
Dated:
1994 FIR; INTERSTATE BANK OF CALIFORNIA
a: Trustee
By:
Its
LA01 \6253 \18546.1 B 10363.1
EXHIB;r U
Form of Special 'Durnsel Opinion
[Dated the C.i ,s ing Date)
City of Moorpark,
as Issuer
Moorpark, California
as Purchaser
First Interstate Bank of Califorri..i
as Trustee
Los Angeles, California
$20,00(_000
City of Moorpark
Single Family Residential Mortgage Revenue Bonds
Issue n' 2985
Ladies and Gentlemen:
We have acted as Special Counsel to the City of Moorpark
(the "Issuer ") with respect to she defeasance of the above -
referenced bonds (the "Bonds "), and the sale by the Issuer to
(the "Purchaser"), pursuant to an Asset
Purchase Agreement, dated as of November 1, 1994 (the "Asset
Purchase Agreement ") , between the 1.ssuer and the Purchaser, of the
Loans (as defined in the Asset Purchase Agreement) . The Bonds were
issued pursuant to an Indenture dated as of April 1, 1985 by and
between the Issuer and First InteIrstate Bank of California, as
trustee (the "Trustee ") (as sup�)lemented by the Supplemental
Indenture, the "Indenture ").
In our capacity as Special Counsel, we have reviewed the
Indenture, the Supplemental Indenture dated as of November 1, 1994,
by and between the Issuer and the Trustee (the "Supplemental
Indenture "), the Asset Purchase Agreement, the Certificate and
Request of the Issuer, dated the date hereof, relating to the
redemption of the Bonds and the discharge of the lien of the
Indenture, and the Trustee's Cert;,.cate with respect thereto (the
LA01 \6253 \18546.1 10363.1
Certificate and Request of the Issuer and the Trustee's Certificate
collectively, the "Defeasance Documents "), the Nonarbitrage
Certificated dated May 22, 1985, the Letter of Laventhol & Horwath
and accompanying schedules of that date, an opinion of counsel to
the Purchaser, certificates of t -ne Issuer, the Purchaser, the
Trustee, and such other documents, opinions, and matters to the
extent we deemed necessary to render the opinions set forth herein.
We have assumed the genuineness of all documents and
signatures presented to us. We have not undertaken to verify
independently, and have assumed, the accuracy of the factual
matters represented, warranted ,.)r certified in the documents
referred to in the second paragrapz hereof. We have also assumed
that the Issuer and the Trustee will. comply with the Defeasance
Documents. In addition, we call attention to the fact that the
rights and obligations under the Asset Purchase Agreement and the
Indenture are subject to bankrupt-,.-y, insolvency, reorganization,
arrangement, fraudulent conveyance, moratorium and other laws
relating to or affecting creditors' rights, to the application of
equitable principles, to the exercise of judicial discretion in
appropriate cases and to the limitations on legal remedies in the
State of California. we express; io opinion with respect to the
state or quality of title to -Iny real or personal property
described in the Asset Purchase: Agreement or the Indenture,
including the Loans (as defined it the Indenture), or the accuracy
or sufficiency of the descriptior of any such property contained
therein.
Based on and subject tc the foregoing, and in reliance
thereon, as of the date hereof, wi are of the following opinions
and conclusions:
1. The Supplemental Indenture has been entered into in
accordance with the provisions of the Indenture, and the
Supplemental Indenture does not .onstitute a violation of any
covenant to the Bondholders contained in the Indenture.
2. The Asset Purchase Agreement has been duly executed
and delivered by the Issuer and (assuming due execution and
delivery by and validity and enforceability against the Purchaser)
is a valid and binding agreement f -he Issuer.
3. The lien of the Indenture with respect to the Loans
has been discharged in accordance with Section 10.01 of the
Indenture and all assets held under the Indenture (except amounts
in the Redemption Fund), including the Loans, may be delivered to
or at the direction of the Issuer Tree and clear of the lien of the
Indenture.
4. The sale of the Loans pursuant to the Asset Purchase
Agreement is authorized by the terms of the Indenture. Pursuant to
the terms of the Indenture and the oans, discharge of the lien of
LA01 \6253 \18546.1 - 10363.1
the Indenture with respect to the Loans and the redemption of the
Bonds as contemplated in the Asset Purchase Agreement will not
discharge the obligation of mortgagors to make principal and
interest payments with respect to the Loans. Neither the Issuer,
the Trustee nor the Purchaser is required, in connection with or as
a result of such discharge or the transactions contemplated by the
Asset Purchase Agreement, to forgive the Indebtedness on the Loans
pursuant to the terms and conditions of the Indenture, the
instruments evidencing the Loans, or applicable law.
5. On May 22, 1985, Bond Counsel to the City with
respect to the Bonds delivered their opinion to the effect that,
under the statutes, regulations, rulings and court decisions then
in existence, the interest on the Bonds was exempt from Federal
income taxes and from personal income taxes of the State of
California. The Issuer has informed us that since the date of its
delivery, such opinion has not been withJrawn or modified.
In order for the interest, on the Bonds to remain exempt
from Federal income taxation subsequent t.o the issuance of the
Bonds, it is necessary that the provisions of Sections 103 and 103A
of the Internal Revenue code of 1954 (the "1954 Code ") be complied
with on a continuous basis. The Issuer covenanted in the Indenture
to comply with applicable requirements of the 1954 Code necessary
to maintain the exemption of interest `. =rom Federal income tax.
Except regarding the transactions addressed herein, however, we
have made no independent investigation as �_o whether there has been
such compliance in the present case and, accordingly, we express no
opinion as to whether interest can :.he Bonds is exempt from Federal
income taxation as of the date of this opinion nor do we express
any opinion as to whether interest_ _)n the Pcnds is presently exempt
from State of California personal nc Mme • :axation.
In our opinion, under existing law, and assuming
compliance with the aforementioned covenant, the execution and
delivery of the Supplemental Indenture will not impair the
exclusion from gross income for Federal. income tax purposes of the
interest on the Bonds. We are further :)f the opinion that the
execution and delivery of the Supplemental Indenture will not cause
the Bonds to become "specified private acrivity bonds" within the
meaning of section 57 (a) (5) of the Internal Revenue Code of 1986
(the "Code ") and, therefore, that the Supplemental Indenture will
not cause the interest on the Bonds to be treated as a preference
item for purposes of computing the Federa< alternative minimum tax
imposed by section 55 of the Code. However, we note that for
taxable years beginning after December 31, 1986, a portion of the
interest on Bonds owned by corporat:Lons may be subject to the
Federal alternative minimum tax, which is based in part on adjusted
net book income or adjusted currer. r,arni las
6. The sale of the Loans t.c) the Purchaser by the Issuer
pursuant to the Asset Purchase ' \greement will not impair the
LA01 \6253 \18546.1 - 10363.1
exclusion from gross income for f e ier. a 1 i ncome tax purposes of the
interest on the Bonds.
This letter is furnished by us as Special Counsel to the
Issuer. We disclaim any obligation t.o update this letter. This
letter is delivered to the addressees, is solely for the benefit of
the addressees and is not to 1 i.sed, circulated, quoted or
otherwise referred to or relied u:On for any other purpose or by
any other person..
Very -ruly yours,
LA01 \6253 \18546.1 ( ±- 4 10363.1
EXHIB r I
Certificate and Regi�st of the Issuer
The City of Moorpark (tie "Issuer ") hereby requests and
directs that First Interstate Bank of California, as trustee (the
"Trustee ") under the Indenture, lated as of April 1, 1985 (the
"Indenture "), by and between the :suer and the Trustee, take the
following actions with respect to •--he Indenture, the Bonds issued
thereunder (the "Bonds "), and the Asset Purchase Agreement, dated
as of November 1, 1994 (the "Agreement ") , by and between the Issuer
and (tl-.e purchaser") :
1. You shall deliver
in the Agreement to the Purchasei
receipt of (i) a fully executed
approving opinion of Special
Trustee's fees and expenses anc
which amount is hereby certif i,�d
Bonds.
iie I,oan documentation set forth
as provided therein, upon your
opy of the Agreement; (ii) an
ari:;eI, (iii) payment of the
), receipt of $ ,
>
he ,,efficient to defease the
2. You shall cause notice of redemption of the
outstanding Bonds to be given as required by the Indenture and you
shall redeem all of the outstandinq Bonds on April 1, 1994 except
for one Bond in the amount of $1 00) which you shall redeem on
April 1, 2018.
3. The direction of :he Issuer set forth in this
Certificate and Request of the Issuer Ls irrevocable and binding on
the Issuer. No further consent: or approvals are required in
connection with the delivery of tl,i Leans to the Purchaser.
4. You shall be ent::le3 to rely upon additional
directions or certificates receives: from the Purchaser which relate
to the transfer of the Loans with -he full force and effect as if
such direction or certificate wei( in,luded herein.
5. You shall release :surplus moneys to the Issuer as
soon as available and you are hereby instructed to pay the fees of
Mudge Rose Guthrie Alexander & Ferden, Special Counsel, in the
amount of $20,000 on the Closing Date and to pay the fees of the
Financial Advisor (as defined in -he Agreement) in an amount of
$15,000 on the Closing Date from moneys released from the lien of
the Indenture. The indemnificatio:z provisions of Section 8.02 of
the Indenture shall survive the de ~easan(� of the Bonds.
6. The Issuer has not ;,nd will not direct or authorize
the forgiveness of principal or int 3rest with respect to any of the
Loans, nor shall the Issuer direct _hE� redemption of the Bonds on
dates other than as provided in tr AE :set Purchase Agreement.
LA01 \6253 \18546.1 D- 1 10363.1
7 • The Issuer i rit.c.,(: :l ; :s barge the Indenture and
all outstanding Bond:,.
8 • The ISSUer has i uFc.n t_he opinions of. Special
Counsel and Purchaser. ' s Couns( i .. - at.(- iierc,of <ir:d issued .in
connection herewith.
Dated:
( ITY OF MOORPARK
Py.
Tit.la— -- —
ATTEST:
LA01 \6253 \18546.1 1 10363.1