HomeMy WebLinkAboutRES RDA 2006 170 2006 1115RESOLUTION NO. 2006 -170
A RESOLUTION OF THE REDEVELOPMENT AGENCY OF
THE CITY OF MOORPARK, CALIFORNIA, AUTHORIZING
THE ISSUANCE AND SALE OF 2006 TAX ALLOCATION
BONDS AND APPROVING RELATED DOCUMENTS AND
ACTIONS
WHEREAS, Part 1 of Division '24 of the Health and Safety Code of the State of
California, as amended (the "Law "), authorizes redevelopment agencies to incur
indebtedness for the purpose of financing the redevelopment activities within or of
benefit to redevelopment project areas of redevelopment agencies; and
WHEREAS, the Redevelopment Agency of the City of Moorpark (the "Agency ")
now desires to finance redevelopment activities within or of benefit to the Agency's
Moorpark Redevelopment Project (the "Redevelopment Project "), and
WHEREAS, in order to finance redevelopment activities with respect to the
Redevelopment Project, the Agency has heretofore issued its (i) $9,860,000 aggregate
principal amount of Moorpark Redevelopment Project 1999 Tax Allocation Refunding
Bonds (the "1999 Bonds ") pursuant to an Indenture of Trust dated as of May 1, 1999
(the "Original Indenture "), by and between the Agency and BNY Western Trust
Company (now known as The Bank of New York Trust Company, N.A., as trustee (the
"Trustee "), and (ii) $11,625,000 aggregate principal amount of Moorpark
Redevelopment Project 2001 Tax Allocation Bonds (the "2001 Bonds" and together with
the 1999 Bonds, the "Prior Bonds ") pursuant to a First Supplemental Indenture of Trust
dated as of December 1, 2001 (the "2001 Supplemental Indenture" and together with
the Original Indenture, the "Indenture "); and
WHEREAS, the Prior Bonds are payable from Tax Revenues (as defined in the
Original Indenture); and
WHEREAS, the Agency now desires to issue additional bonds payable from Tax
Revenues on a parity with the Prior Bonds in order to finance additional redevelopment
activities, and to that end has determined to issue its not to exceed $12,000,000
aggregate principal amount of Redevelopment Agency of the City of Moorpark,
Moorpark Redevelopment Project 2006 Tax Allocation Bonds (the "Bonds ") pursuant to
the Indenture and a Second Supplemental Indenture of Trust expected to be dated as of
December 1, 2006 (the "Second Supplemental Indenture ") between the Agency and the
Trustee; and
WHEREAS, the Agency proposes to sell the Bonds to the Moorpark Public
Financing Authority (the "Authority ") which will concurrently sell the Bonds to Piper Jaff
ray & Co., Inc., as purchaser of the Bonds (the "Underwriter "), all on the terms and
conditions herein set forth and as provided in the form of a Purchase Contract relating
to the Bonds (the "Purchase Contract ") on file with the Secretary; and
Resolution No. 2006 -170
Page 2
WHEREAS, the Agency has caused to be prepared an Official Statement
describing the Bonds, the preliminary form of which is on file with the Secretary (the
"Official Statement "); and
WHEREAS, the Agency has reviewed the Second Supplemental Indenture, the
Purchase Contract and the Official Statement, and the Agency wishes at this time to
approve the foregoing in the public interests of the Agency; 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 Bonds 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 Law, and the Agency now desires to
authorize the issuance of the Bonds, as provided herein.
NOW, THEREFORE, THE REDEVELOPMENT AGENCY OF THE CITY OF
MOORPARK DOES HEREBY RESOLVE AS FOLLOWS:
SECTION 1. Issuance of the Bonds. Approval of the Second Supplement. The
Agency hereby authorizes the issuance of the Bonds in the initial principal amount of
not to exceed $12,000,000 pursuant to the Indenture and the Second Supplemental
Indenture. The Agency hereby approves the Second Supplemental Indenture attached
to this resolution as Exhibit A, together with such additions thereto and changes therein
as the Executive Director shall deem necessary, desirable or appropriate, and the
execution thereof by the Executive Director shall be conclusive evidence of the approval
of any such additions and changes. The Chair, the Executive Director or the Treasurer
is each hereby authorized and directed to execute, and the Secretary is hereby
authorized and directed to attest the final form of the Second Supplemental Indenture
for and in the name and on behalf of the Agency. The Agency hereby authorizes the
delivery and performance of the Second Supplemental Indenture as so executed, and
hereby ratifies and confirms the provisions of the Original Indenture.
SECTION 2. Sale of the Bonds. The Agency hereby approves the Purchase
Contract by and among the Authority, Piper Jaff ray & Co., Inc., as underwriter, and the
Agency, attached to this resolution as Exhibit B, together with such additions thereto
and changes therein as the Executive Director shall deem necessary, desirable or
appropriate, and the execution thereof by the Chair, the Executive Director or the
Treasurer shall be conclusive evidence of the approval of any such additions and
changes. The Chair, the Executive Director or the Treasurer is each hereby authorized
and directed to execute and deliver the final form of the Purchase Contract for and in
the name and on behalf of the Agency. The Agency hereby approves the sale of the
Bonds to the Authority, and the resale by the Authority of the Bonds to the Underwriter,
pursuant to the Purchase Contract, so long as the Underwriter's discount, excluding
original issue discount which does not constitute compensation to the Underwriter, with
respect to the Bonds does not exceed 1.2 %, the net interest cost of the Bonds does not
exceed 5.5 %, and the principal amount of the Bonds is not in excess of $12,000,000.
Resolution No. 2006 -170
Page 3
SECTION 3. Official Statement. The Agency hereby authorizes the Chair, the
Executive Director or the Treasurer to approve and deem final within the meaning of
Rule 1 5c2 -1 2 of the Securities Exchange Act of 1934, except for permitted omissions,
a form of Official Statement describing the Bonds in the preliminary form attached to this
resolution as Exhibit C, together with such changes thereto as the Executive Director
may approve, including changes necessary to reflect the proper terms of the Bonds.
Distribution of such preliminary Official Statement by the Underwriter to prospective
purchasers of the Bonds is hereby approved. The Chair, the Executive Director or the
Treasurer are each hereby authorized to deem the Preliminary Official Statement final
for purposes of the federal securities laws, and to so deem final and to execute the final
form of the Official Statement, including as it may be modified by such additions thereto
and changes therein as the Chair, the Executive Director or the Treasurer shall deem
necessary, desirable or appropriate, and the execution of the final Official Statement by
the Chair, the Executive Director or the Treasurer shall be conclusive evidence of the
approval of any such additions and changes. The Agency hereby authorizes the
distribution of the final Official Statement by the Underwriter. The final Official Statement
shall be executed in the name of and on behalf of the Agency by the Chair, the
Executive Director or the Treasurer.
SECTION 4. Delivery of the Bonds. The Bonds, when executed, shall be
delivered to the Trustee for authentication. The Trustee is hereby requested and
directed to authenticate the Bonds by executing the Trustee's certificate of
authentication and registration appearing thereon, and to deliver the Bonds, when duly
executed and authenticated, to upon the instruction of the Authority in accordance with
written instructions executed on behalf of the Agency by the Chair, the Executive
Director or the Treasurer, which instructions such officer is hereby authorized and
directed, for and in the name and on behalf of the Agency, to execute and deliver to the
Trustee. Such instructions shall provide for the delivery of the Bonds to the Authority or
as otherwise directed by the Authority in accordance with the Purchase Contract upon
payment of the purchase price therefore.
SECTION 5. Continuing Disclosure Certificate. The Continuing Disclosure
Certificate, in the form on file with the Secretary, is hereby approved. The Chair, the
Executive Director or the Treasurer are each hereby authorized and directed, for and in
the name of and on behalf of the Agency, to execute and deliver the Continuing
Disclosure Certificate in said form, with such additions thereto or changes therein as are
deemed necessary, desirable or appropriate by the Executive Director, the approval of
such changes to be conclusively evidenced by the execution and delivery by the Chair,
the Executive Director or the Treasurer of the Continuing Disclosure Certificate.
SECTION 6. Financial Advisor. The firm of Urban Futures Incorporated is hereby
designated as Financial Advisor to the Agency with respect to the Bonds, and as to
continuing disclosure obligations, as Dissemination Agent and Disclosure Agent with
respect to the Bonds.
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Page 4
SECTION 7. Bond Counsel and Disclosure Counsel. The firm of Jones Hall, a
Professional Law Corporation is hereby designated as Bond Counsel and as Disclosure
Counsel to the Agency with respect to the Bonds. The Executive Director is hereby
authorized and directed to execute an agreement with said firm for its services related
to the Bonds, in the form on file with the Secretary.
SECTION 8. Official Actions. All actions heretofore taken by the officers and
agents of the Agency with respect to the issuance of the Bonds are hereby approved,
confirmed and ratified. The Chair, the Executive Director, the Treasurer and the
Secretary of the Agency, and any and all other officers of the Agency, are hereby
authorized and directed, for and in the name and on behalf of the Agency, to do any and
all things and take any and all actions, including execution and delivery of any and all
assignments, certificates, requisitions, agreements, notices, consents, instruments of
conveyance, warrants and other documents which they, or any of them, may deem
necessary or advisable in order to consummate the lawful issuance and sale of the
Bonds. Whenever in this resolution any officer of the Agency is authorized to execute or
countersign any document or take any action, such execution, countersigning or action
may be taken on behalf of such officer by any person designated by such officer to act
on his or her behalf in the case such offic sent or unavailable.
SECTION 9. The Agency cretary shall certify to t adoption of this resolution,
which shall take effect imme ately upon its adoption, a d shall cause a certified
resolution to be filed in the b k of original Resolutions.
PASSED AND A
ATTEST
ED this 15th day of November,
Deborah S. Traffenstedt, AgcMcy Secretary
EXHIBITS:
A. Second Supplemental Indenture of Trust
B. Bond Purchase Contract
C. Official Statement
ck Hunter, C
EsTABusHED
MARCH 18, 1W
EXHIBIT A
Resolution No. 2006 -170 Jones Hall Draft 11/10/06
Page 5
SECOND SUPPLEMENTAL INDENTURE OF TRUST
by and between the
REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK
and
BNY WESTERN TRUST COMPANY,
As Trustee
Dated as of December 1, 2006
Relating to:
Redevelopment Agency of the City of Moorpark
Moorpark Redevelopment Project, 2006 Tax Allocation Bonds
Resolution No. 2006 -170
Page 6
TABLE OF CONTENTS
SECTION 1. Supplement to Original Indenture ......................... ...............................
ARTICLE X
2006 BONDS
Section 11.01. Definitions ........................................... ..............................2
Section 11.02. Authorization of 2006 Bonds .............. ...............................
3
Section 11.03. Terms of 2006 Bonds ......................... ...............................
3
Section 11.04. Redemption ......................................... ..............................4
Section 11.05. Form of 2006 Bonds; Authentication and Delivery .............
7
Section 11.06. Application of Proceeds of Sale of 2006 Bonds .................
7
Section 11.07. 2006 Costs of Issuance Fund ............. ...............................
8
Section 11.08. Deposit and Investment of Moneys in Funds .....................
8
Section 11.09. Security for 2006 Bonds ..................... ...............................
9
Section 11.10. Federal Tax Covenants ...................... ...............................
9
Section 11.11. Continuing Disclosure .......................... ..............................9
Section 11.12. Payment Procedure Pursuant to the 2006 Municipal Bond
InsurancePolicy ................................. .............................10
Section 11.13. Rights of 2006 Bond Insurer ............... .............................11
Section 11.14. County Repayment Plan ..................... .............................12
Section 11.15. Effect of this Article X ......................... .............................12
SECTION 2. Attachment of Exhibit A ..................................... ...............................
SECTION 3. Additional Amendments to Original Indenture ... ...............................
SECTION 4. Partial Invalidity ................................................ ...............................
SECTION 5. Execution in Counterparts ................................. ...............................
SECTION 6. Governing Law .................................................. ...............................
EXHIBIT A - FORM OF 2006 BONDS
VA
12
12
13
13
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Resolution No. 2006 -170
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SECOND SUPPLEMENTAL INDENTURE OF TRUST
THIS SECOND SUPPLEMENTAL INDENTURE OF TRUST (this "Second Supplement ")
made and entered into as of December 1, 2006, is by and between the REDEVELOPMENT
AGENCY OF THE CITY OF MOORPARK, a public body, corporate and politic, duly organized
and existing under the laws of the State of California (the "Agency "), and THE BANK OF NEW
YORK TRUST COMPANY, N.A., as trustee (the "Trustee ") under an Indenture of Trust, dated
as of May 1, 1999 (the "Original Indenture ") and the First Supplemental Indenture of Trust,
dated as of December 1, 2001 (the "First Supplement" and together with the Original Indenture,
the "Indenture "), by and between the Trustee and the Agency.
WITNESSETH:
WHEREAS, the Agency is a public body, corporate and politic, duly established
and authorized to transact business and. exercise powers under and pursuant to the
provisions of the Community Redevelopment Law of the State of California (the "Law "),
including the power to issue bonds for any of its corporate purposes;
WHEREAS, a redevelopment plan for the Agency's Moorpark Redevelopment
Project (the "Redevelopment Project ") has been adopted under the Law pursuant to all
applicable requirements of the Law; and
WHEREAS, the Agency has issued its (i) $9,860,000 initial principal amount of
Redevelopment Agency of the City of Moorpark Moorpark Redevelopment Project 1999 Tax
Allocation Refunding Bonds (the "1999 Bonds ") for the purpose of refunding in full, the Agency's
Moorpark Redevelopment Project 1993 Tax Allocation Bonds, all as provided in the Original
Indenture; and (ii) $11,625,000 initial principal amount of Redevelopment Agency of the City of
Moorpark Moorpark Redevelopment Project 2001 Tax Allocation Bonds (the "2001 Bonds ") for
the purpose of financing redevelopment projects of the Agency, all as provided in the First
Supplement; and
WHEREAS, Section 3.04 of the Original Indenture authorizes the issuance by
supplemental indenture of Parity Debt (as defined in the Original Indenture) secured
under the Original Indenture on a parity with the 1999 Bonds and 2001 Bonds (the 1999
Bonds and 2001 Bonds are herein referred to as the "Prior Bonds ");
WHEREAS, after due investigation and deliberation the Agency has determined
that it is in the interests of the Agency at this time to provide for the issuance of its
Redevelopment Agency of the City of Moorpark Moorpark Redevelopment Project 2006
Tax Allocation Bonds in the initial aggregate principal amount of $ (the "2006
Bonds "), all to be secured under the Original Indenture on a parity with the Prior Bonds, to
finance redevelopment projects of the Agency;
WHEREAS, this Second Supplement is a "Supplemental Indenture" within the meaning
of the Original Indenture and the 2006 Bonds (and the 2001 Bonds) are "Parity Debt" within the
meaning of the Original Indenture and secured under the Original Indenture on a parity with the
Prior Bonds; and
WHEREAS, the Agency and the Trustee desire to enter into this Second
Supplement pursuant to Sections 7.01(c) of the Original Indenture and to provide for the
issuance of the 2006 Bonds;
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Resolution No. 2006 -170
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WHEREAS, in providing for the issuance of the 2006 Bonds, it is necessary to
supplement and amend the Original Indenture, as more particularly provided in Section 1 and
Section 2 hereof, as such supplements and amendments are authorized by Section 7.01 of the
Original Indenture; and
WHEREAS, the Agency has determined that all acts and proceedings required by
law necessary to make the 2006 Bonds, when executed by the Agency, authenticated and
delivered by the Trustee and duly issued, the valid, binding and legal special obligations of the
Agency, and to constitute the Original Indenture, as amended and supplemented by this Second
Supplement, a valid and binding agreement for the uses and purposes herein and therein set
forth in accordance with its terms, have been done or taken.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein contained, and for other consideration the receipt and sufficiency of which are
hereby acknowledged, the parties hereto do hereby agree as follows:
SECTION 1. Supplement to Original Indenture. In accordance with the provisions
of Section 7.01(c) of the Original Indenture, the Original Indenture, as amended and
supplemented by the First Supplement, is hereby amended by adding a second supplement
thereto consisting of a new article to be designated as Article XI. Such Article XI shall read in its
entity as follows:
ARTICLE XI
2006 BONDS
Section 11.01. Definitions. Unless the context otherwise requires, the terms defined in
this Section 11.01 shall, for all purposes of this Article XI but not for any other purposes of this
Indenture, have the respective meanings specified in this Section 11.01. All terms defined in
Section 1.02 of this Indenture and not otherwise defined in this Section 11.01 shall, when used
in this Article X, have the respective meanings given to such terms in Section 1.02.
"Article XI" means this Article XI which has been incorporated in and made a part of this
Indenture pursuant to the Second Supplemental Indenture of Trust, dated as of December 1,
2006, by and between the Agency and the Trustee, together with all amendments of and
supplements to this Article XI entered into pursuant to the provisions of Section 7.01.
"Closing Date" means , 2006, being the date upon which there was a
physical delivery of the 2006 Bonds in exchange for the amount representing the purchase price
of the 2006 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 2006 Bonds, together with applicable
proposed, temporary and final regulations promulgated, and applicable official public guidance
published, under the Code.
"Continuing Disclosure Certificate" means that certain Continuing Disclosure Certificate
of the Agency dated as of the Closing Date, as originally executed and as it may be amended
from time to time in accordance with the terms thereof.
"Fair Market Value" means the price at which a willing buyer would purchase the
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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 referenced 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 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) the investment is the Local Agency Investment Fund of the State of
California but only if at all times during which the investment is held its yield is reasonably
expected to be equal to or greater than the yield on a reasonably comparable direct obligation of
the United States.
"2006 Bonds" means the Agency's Redevelopment Agency of the City of Moorpark
Moorpark Redevelopment Project, 2006 Tax Allocation Bonds authorized by and at any time
Outstanding pursuant to this Indenture.
"2006 Bond Insurer" means as issuer of the 2006 Municipal Bond
Insurance Policy.
"2006 Costs of Issuance" means all items of expense directly or indirectly payable by or
reimbursable to the Agency relating to the authorization, issuance, sale and delivery of the 2006
Bonds, including but not limited to printing expenses, premiums for any municipal bond
insurance policy that may be purchased, costs of cash flow verifications, rating agency fees,
filing and recording fees, initial fees, expenses and charges of the Trustee and its counsel
(including the Trustee's first annual administrative fee), fees, charges and disbursements of
attorneys including bond counsel, financial advisors, accounting firms, consultants and other
professionals, fees and charges for preparation, execution and safekeeping of the 2006 Bonds
and any other cost, charge or fee in connection with the original issuance of the 2006 Bonds.
"2006 Costs of Issuance Fund" means the fund by that name established and held by
the Trustee pursuant to Section 11.07.
"2006 Municipal Bond Insurance Policy" means the insurance policy
with respect to the 2006 Bonds issued by the 2006 Bond Insurer and insuring the payment
when due of the principal of and interest on the 2006 Bonds as provided therein.
"2006 Term Bonds" means, collectively, the 2006 Bonds maturing on October 1 in the
years and
"Original Purchaser" means Piper Jaffray & Co., Inc., the first purchaser of the 2006
Bonds upon their delivery by the Trustee on the Closing Date.
Section 11.02. Authorization of 2006 Bonds. 2006 Bonds in the aggregate principal
amount of Dollars ($ ), are hereby authorized to
be issued by the Agency as Parity Debt under and subject to the terms of this Indenture and the
Law. This Indenture constitutes a continuing agreement with the Owners of all of the 2006
Bonds issued hereunder and then Outstanding to secure the full and final payment of principal
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and premium, if any, and interest on all 2006 Bonds which may from time to time be executed
and delivered hereunder, subject to the covenants, agreements, provisions and conditions
herein contained.
Section 11.03. Terms of 2006 Bonds. The 2006 Bonds shall be dated the Closing Date,
and shall mature and become payable on October 1 in the following years and shall bear
interest at the following interest rates (based on a 360 -day year comprised of twelve 30 -day
months):
Year
(October 1)
Principal
Amount
Interest
Rate
Per
Annum
Interest on the 2006 Bonds shall be payable on each Interest Payment Date
commencing April 1, 2007. Each 2006 Bond shall bear interest from the Interest Payment Date
next preceding the date of authentication thereof, unless: (a) it is authenticated after the close of
business on the applicable Record Date and on or before the following Interest Payment Date,
in which event it shall bear interest from such Interest Payment Date; or (b) it is authenticated
on or before March 15, 2007, in which event it shall bear interest from the Closing Date; or (c) if,
as of the date of authentication of any 2006 Bond, interest thereon is in default, in which event
such 2006 Bond shall bear interest from the date to which interest has previously been paid or
made available for payment thereon.
Subject to the provisions of Section 2.04, the principal of and premium, if any, on the
2006 Bonds shall be payable upon presentation and surrender of such 2006 Bonds at maturity
or earlier redemption at the Principal Corporate Trust Office of the Trustee. The principal of,
premium (if any) and interest on the 2006 Bonds shall be payable in lawful money of the United
States of America. Payment of the interest on any 2006 Bond shall be made to the person
whose name appears on the bond registration books of the Trustee as the Owner thereof as of
the dose of business on the Record Date immediately prior to such Interest Payment Date by
check mailed on each Interest Payment Date by first class mail to the Owner at his address as it
appears on such registration books, or by wire transfer to Owners of $1,000,000 or more in
aggregate principal amount of 2006 Bonds at such wire transfer address in the Untied States as
such Owner shall specify in a written notice requesting payment by wire transfer delivered to the
Trustee prior to the Record Date.
Any interest not paid when due or duly provided for shall forthwith cease to be payable
to the registered Owner as of the Record Date immediately preceding the applicable Interest
Payment Date and shall be paid to the person in whose name the 2006 Bond is registered as of
the close of business on a special record date for the payment of such defaulted interest to be
fixed by the Trustee. The Trustee shall give notice of such special record date to the Owner not
less than 10 days prior thereto.
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Section 11.04. Redemption.
(a) Optional Redemption. The 2006 Bonds maturing on or before October 1,
shall not be subject to optional redemption prior to maturity. The 2006 Bonds maturing on or
after October 1, , shall be subject to redemption in whole, or in part among such
maturities as shall be determined by the Agency, and in any case by lot within a maturity, at the
option of the Agency, on any date on or after October 1, , from any available source of
funds, at a redemption price (expressed as a percentage of the principal amount of the 2006
Bonds to be redeemed) as follows, in each case together with accrued interest thereon to the
redemption date.
Redemption Periods Redemption Price
October 1, through September 30,
October 1, through September 30,
October 1, and thereafter
The Agency shall be required to give the Trustee written notice of its intention to redeem
2006 Bonds and of the annual maturities determined to be redeemed under this subsection (a)
at least forty -five (45) days prior to the date fixed for such redemption.
(b) Sinking Account Redemption. The 2006 Term Bonds shall be subject to redemption
in part by lot on October 1 in each of the years set forth in the following tables from Sinking
Account payments made by the Agency pursuant to Section 4.03(c), at a redemption price
equal to the principal amount thereof to be redeemed together with accrued interest thereon to
the redemption date, without premium, or in lieu thereof shall be purchased pursuant to the
succeeding paragraph of this subsection (b), in the aggregate respective principal amounts and
on the dates as set forth in the following tables; provided however, that if some but not all of the
2006 Bonds to be redeemed pursuant to this subsection (b) have been redeemed pursuant to
subsection (a) above, the total amount of all future Sinking Account payments with respect to
such 2006 Bonds shall be reduced by the aggregate principal amount of such 2006 Bonds so
redeemed, to be allocated among such Sinking Account payments on a pro rata basis in integral
multiples of $5,000 as determined by the Agency (notice of which determination shall be given
by the Agency to the Trustee).
Bonds Maturing October 1, 20_
Sinking Fund
Redemption Date Principal Amount
(October j 1 To Be Redeemed
Bonds Maturing October 1, 20_
Sinking Fund
Redemption Date Principal Amount
(October 11 To Be Redeemed
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Bonds Maturing October 1, 20_
Sinking Fund
Redemption Date Principal Amount
(October 11 To Be Redeemed
In lieu of redemption of any 2006 Term Bonds pursuant to the preceding paragraph,
amounts on deposit in the Special Fund may also be used and withdrawn by the Agency at any
time for the purchase of 2006 Term Bonds at public or private sale as and when and at such
prices (including brokerage and other charges and including accrued interest) as the Agency
may in its discretion determine. The par amount of any of the 2006 Term Bonds so purchased
by the Agency in any twelve -month period ending on August 1 in any year shall be credited
towards and shall reduce the par amount of such 2006 Term Bonds required to be redeemed
pursuant to this subsection (b) on October 1 in such year.
(c) [intentionally omitted].
(d) Notice of Redemption. The Trustee on behalf and at the expense of the Agency
shall mail (by first class mail) notice of any redemption to the Bond Insurer and to the respective
Owners of any 2006 Bonds designated for redemption at their respective addresses appearing
on the Registration Books, at least thirty (30) but not more than sixty (60) days prior to the date
fixed for redemption; provided, however, that neither failure to receive any such notice so mailed
nor any defect therein shall affect the validity of the proceedings for the redemption of such
2006 Bonds or the cessation of the accrual of interest thereon. Such notice shall state the date
of the notice, the redemption date, the redemption place and the redemption price and shall
designate the CUSIP numbers, the 2006 Bond numbers and the maturity or maturities (in the
event of redemption of all of the 2006 Bonds of such maturity or maturities in whole) of the 2006
Bonds to be redeemed, and shall require that such 2006 Bonds be then surrendered at the
Principal Corporate Trust Office of the Trustee for redemption at the redemption price, giving
notice also that further interest on such 2006 Bonds will not accrue from and after the
redemption date.
Additionally, on the date on which the notice of redemption is mailed to the Owners of
the 2006 Bonds pursuant to the provisions above, such notice of redemption shall be given by
(i) first class mail, postage prepaid, (ii) confirmed facsimile transmission, or (iii) overnight
delivery service to the Agency, to each of the Securities Depositories and to one or more of the
Information Services as shall be designated in writing by the Agency to the Trustee.
Notwithstanding the foregoing, in the case of any optional redemption of the 2006 Bonds
under Section 11.04(a) above, the notice of redemption shall state that the redemption is
conditioned upon receipt by the Trustee of sufficient moneys to redeem the 2006 Bonds on the
anticipated redemption date, and that the optional redemption shall not occur if by no later than
the scheduled redemption date sufficient moneys to redeem the 2006 Bonds have not been
deposited with the Trustee. In the event that the Trustee does not receive sufficient funds by the
scheduled optional redemption date to so redeem the 2006 Bonds to be optionally redeemed,
the Trustee shall send written notice to the owners of the 2006 Bonds, to the Securities
Depositories and to one or more of the Information Services to the effect that the redemption did
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Resolution No. 2006 -170
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not occur as anticipated, and the 2006 Bonds for which notice of optional redemption was given
shall remain Outstanding for all purposes of this Indenture.
(e) Manner of Redemption. Whenever provision is made in this Section 11.04 for the
redemption of less than all of the 2006 Bonds of any maturity of any series, the Trustee shall
select the 2006 Bonds of such maturity and series to be redeemed by lot in any manner which
the Trustee in its sole discretion shall deem appropriate. For purposes of such selection, all
2006 Bonds shall be deemed to be comprised of separate $5,000 denominations and such
separate denominations shall be treated as separate 2006 Bonds which may be separately
redeemed.
(f) Partial Redemption of 2006 Bonds. In the event only a portion of any 2006 Bond is
called for redemption, then upon surrender of such 2006 Bond the Agency shall execute and the
Trustee shall authenticate and deliver to the Owner thereof, at the expense of the Agency, a
new 2006 Bond or 2006 Bonds of the same series and maturity date, of authorized
denominations in aggregate principal amount equal to the unredeemed portion of the 2006
Bond to be redeemed.
(g) Effect of Redemption. From and after the date fixed for redemption, if notice of
redemption shall have been duly mailed and funds available for the payment of the principal of
and interest (and premium, if any) on the 2006 Bonds so called for redemption shall have been
duly provided, such 2006 Bonds so called shall cease to be entitled to any benefit under this
Indenture other than the right to receive payment of the redemption price, and no interest shall
accrue thereon from and after the redemption date specified in such notice. All 2006 Bonds
redeemed pursuant to this Section 11.04 shall be canceled and destroyed.
Section 11.05. Form of 2006 Bonds; Authentication and Delivery. The 2006 Bonds, the
form of Trustee's certificate of authentication, and the form of assignment to appear thereon,
shall be substantially in the respective forms 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 Indenture.
The 2006 Bonds shall be executed on behalf of the Agency by the signature of its Chair
and the signature of its Secretary who are in office on the date of execution and delivery of this
Indenture or at any time thereafter. Either or both of such signatures may be made manually or
may be affixed by facsimile thereof. If any officer whose signature appears on any 2006 Bond
ceases to be such officer before the Closing Date, such signature shall nevertheless be as
effective as if the officer had remained in office until the Closing Date. Any 2006 Bond may be
signed and attested on behalf of the Agency by such persons as at the actual date of the
execution of such 2006 Bond shall be the proper officers of the Agency, duly authorized to
execute debt instruments on behalf of the Agency, although on the date of such 2006 Bond any
such person shall not have been such officer of the Agency.
Only such of the 2006 Bonds as shall bear thereon a certificate of authentication in the
form set forth in Exhibit A, manually executed and dated by the Trustee, shall be valid or
obligatory for any purpose or entitled to the benefits of this Indenture, and such certificate of the
Trustee shall be conclusive evidence that such 2006 Bonds have been duly authenticated and
delivered hereunder and are entitled to the benefits of this Indenture.
Section 11.06. Application of Proceeds of Sale of 2006 Bonds. Upon the receipt of
payment for the 2006 Bonds on the Closing Date, the proceeds thereof shall be paid to the
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Trustee, which proceeds ($ ) shall be deposited by the Trustee in a separate
fund to be established by the Trustee to be known as the "2006 Bond Proceeds Fund" which
shall be applied as follows:
(a) The Trustee shall deposit in the Interest Account the amount of $
representing capitalized interest on the 2006 Bonds;
(b) The Trustee shall deposit in the 2006 Costs of Issuance Fund the amount of
(c) The Trustee shall transfer $ to the Agency for deposit by the Agency
in the Redevelopment Fund; and
(d) The Trustee shall deposit in the Reserve Account the amount of $
The Trustee may, in its discretion, establish a temporary fund or account in its books and
records to facilitate transfers required under this Section 11.06.
Section 11.07. 2006 Costs of Issuance Fund. There is hereby established a separate
fund to be known as the "2006 Costs of Issuance Fund ", which shall be held by the Trustee in
trust. The moneys in the 2006 Costs of Issuance Fund shall be used and withdrawn by the
Trustee from time to time to pay the 2006 Costs of Issuance upon submission of a Written
Request of the Agency stating (i) the person to whom payment is to be made, (ii) the amount to
be paid, (iii) the purpose for which the obligation was incurred, (iv) that such payment is a
proper charge against the 2006 Costs of Issuance Fund, and (v) that such amounts have not
been the subject of a prior Written Request of the Agency; in each case together with a
statement or invoice for each amount requested thereunder. On the earlier of (x) the date which
is six (6) months following the Closing Date, or (y) the date of receipt by the Trustee of a Written
Request of the Agency therefor, all amounts (if any) remaining in the 2006 Costs of Issuance
Fund shall be withdrawn therefrom by the Trustee and transferred to the Interest Account for
use for purposes of the Interest Account and the 2006 Costs of Issuance Fund shall be closed.
Section 11.08. Deposit and Investment of Moneys in Funds Moneys in the funds and
accounts held by the Trustee under this Article X shall be invested by the Trustee in Permitted
Investments directed in the Written Request of the Agency filed with the Trustee at least two (2)
Business Days in advance of the making of such investments. In the absence of any such
directions from the Agency, the Trustee shall invest such moneys in Permitted Investments
described in clause (f) of the definition thereof.
Moneys in the funds and accounts held by the Agency under Article III or this Article X
may be invested by the Agency in any obligations in which the Agency is legally authorized to
invest its funds.
Obligations purchased as an investment of moneys in any fund shall be deemed to be
part of such fund or account. All interest or gain derived from the investment of amounts in any
of the funds or accounts established hereunder shall be deposited in the respective funds and
accounts from which such investment shall have been made. For purposes of acquiring any
investments hereunder, the Trustee may commingle funds held by it hereunder. The Trustee
may act as principal or agent in the acquisition of any investment. The Trustee shall incur no
liability for losses arising from any investments made pursuant to this Section.
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Except as otherwise provided in this Section 11.08, the Agency covenants that all
investments of amounts deposited in any fund or account created by or pursuant to this
Indenture, or otherwise containing gross proceeds of the 2006 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 Indenture or the Code) at Fair Market Value.
Investments in funds or accounts (or portions thereof) that are subject to a yield
restriction under applicable provisions of the Code shall be valued by or on behalf of the Agency
at their present value (within the meaning of section 148 of the Code). To the extent that any
valuations of investments are made by the Trustee, the Trustee may utilize and rely upon
computerized securities pricing services that may be available to it, including those available
through its regular accounting system.
The Agency acknowledges that to the extent regulations of the Comptroller of the
Currency or other applicable regulatory entity grant the Agency the right to receive brokerage
confirmations of security transactions as they occur, the Agency specifically waives receipt of
such confirmations to the extent permitted by law. The Trustee will furnish the Agency periodic
cash transaction statements which include detail for all investment transactions made by the
Trustee hereunder.
The Trustee or any of its affiliates may act as sponsor, advisor or manager in connection
with any investments made by the Trustee hereunder.
Section 11.09. Security for 2006 Bonds. The 2006 Bonds shall be Parity Debt which
shall be secured in the manner and to the extent set forth in Article IV and in this Article X.
Section 11.10. Federal Tax Covenants.
(a) Private Activity Bond Limitation. The Agency shall assure that the proceeds of the
2006 Bonds are not so used as to cause the 2006 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.
(b) Federal Guarantee Prohibition. The Agency 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 2006 Bonds
to be 'federally guaranteed" within the meaning of Section 149(b) of the Code.
(c) Rebate Requirement. The Agency shall take any and all actions necessary to
assure compliance with Section 148(0 of the Code, relating to the rebate of excess investment
earnings, if any, to the federal government, to the extent that such section is applicable to the
2006 Bonds.
(d) No Arbitrage. The Agency shall not take, or permit or suffer to be taken by the
Trustee or otherwise, any action with respect to the proceeds of the 2006 Bonds which, if such
action had been reasonably expected to have been taken, or had been deliberately and
intentionally taken, on the date of issuance of the 2006 Bonds would have caused the 2006
Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code.
(e) Maintenance of Tax - Exemption. The Agency shall take all actions necessary to
assure the exclusion of interest on the 2006 Bonds from the gross income of the owners thereof
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 2006 Bonds.
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Section 11.11. Continuing Disclosure. The Agency hereby covenants and agrees that it
will comply with and carry out all of the provisions of the Continuing Disclosure Certificate.
Notwithstanding any other provision of this Indenture, failure of the Agency to comply with the
Continuing Disclosure Certificate shall not be considered an Event of Default; however, the
Trustee, at the written request of any participating underwriter or the Owners of at least 25%
aggregate principal amount of Outstanding 2006 Bonds, shall, but only to the extent indemnified
from any liability, cost or expense, including, but not limited to fees and expenses of its
attorneys and additional fees and expenses of the Trustee, or any Bondowner may take such
actions as may be necessary and appropriate, including seeking mandate or specific
performance by court order, to cause the Agency to comply with its obligations under this
Section.
Section 11.12. Payment Procedure Pursuant to the 2006 Municipal Bond Insurance
Policy. As long as the 200x6 Municipal Bond Insurance Policy shall be in full force and effect, the
Agency and the Trustee agree to comply with the following provisions:
(a) At least one (1) day prior to each Interest Payment Date, the Trustee will determine
whether there will be sufficient moneys in the funds and accounts maintained by the Trustee
under this Indenture to pay the principal or interest due on the 2006 Bonds on such Interest
Payment Date. If the Trustee determines that there will be insufficient moneys in such funds or
accounts, the Trustee shall so notify the 2006 Bond Insurer. Such notice shall specify the
amount of the anticipated deficiency, the 2006 Bonds to which such deficiency is applicable and
whether such 2006 Bonds will be deficient as to principal or interest, or both. If the Trustee has
not so notified the 2006 Bond Insurer at least one (1) day prior to an Interest Payment Date, the
2006 Bond Insurer will make payments of principal or interest due on the 2006 Bonds on or
before the first (1st) day next following the date on which the 2006 Bond Insurer shall have
received notice of nonpayment from the Trustee.
(b) The Trustee shall, after giving notice to the 2006 Bond Insurer as provided in (a)
above, make available to the 2006 Bond Insurer and, at the 2006 Bond Insurer's direction, to
The Bank of New York, in New York, New York, as insurance trustee for the 2006 Bond Insurer
or any successor insurance trustee (the "Insurance Trustee "), the Registration Books and all
records relating to the funds and accounts maintained by the Trustee under this Indenture.
(c) The Trustee shall provide the 2006 Bond Insurer and the Insurance Trustee with a
list of Owners entitled to receive principal or interest payments from the 2006 Bond Insurer
under the terms of the 2006 Municipal Bond Insurance Policy, and shall make arrangements
with the Insurance Trustee (i) to mail checks or drafts to the Owners entitled to receive full or
partial interest payments from the 2006 Bond Insurer and (ii) to pay principal on the 2006 Bonds
surrendered to the Insurance Trustee by the Owners entitled to receive full or partial principal
payments from the 2006 Bond Insurer.
(d) The Trustee shall, at the time it provides notice to the 2006 Bond Insurer pursuant
to (a) above, notify Owners entitled to receive the payment of principal or interest from the 2006
Bond Insurer (i) as to the fact of such entitlement, (ii) that the 2006 Bond Insurer will remit to
them all or a part of the interest payments next coming due upon proof of Owner entitlement to
interest payments and delivery to the Insurance Trustee, in form satisfactory to the Insurance
Trustee, of an appropriate assignment of the Owner's right to payment, (iii) that should they be
entitled to receive full payment of principal from the 2006 Bond Insurer, they must surrender
their 2006 Bonds (along with an appropriate instrument of assignment in form satisfactory to the
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Insurance Trustee to permit ownership of such 2006 Bonds to be registered in the name of the
2006 Bond Insurer) for payment to the Insurance Trustee, and not the Trustee and (iv) that
should they be entitled to receive partial payment of principal from the 2006 Bond Insurer, they
must surrender their 2006 Bonds for payment first to the Trustee who shall note on such 2006
Bonds the portion of the principal paid by the Trustee and then, along with an appropriate
instrument of assignment in form satisfactory to the Insurance Trustee, to the Insurance
Trustee, which will then pay the unpaid portion of principal.
(e) In the event that the Trustee has notice that any payment of principal or interest
with respect to a 2006 Bond which has become Due for Payment (as such term is defined in the
2006 Municipal Bond Insurance Policy) and which is made to a Owner by or on behalf of the
Agency has been deemed a preferential transfer and theretofore recovered from its registered
owner pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance
with the final, nonappealable order of -a court having competent jurisdiction, the Trustee shall, at
the time the 2006 Bond Insurer is notified, notify all Owners that in the event that any Owner's
payment is so recovered, such Owner will be entitled to payment from the 2006 Bond Insurer to
the extent of such recovery if sufficient funds are not otherwise available, and the Trustee shall
furnish to the 2006 Bond Insurer its records evidencing the payments of principal and interest on
the 2006 Bonds which have been made by the Trustee and subsequently recovered from
Owners and the dates on which such payments were made.
(f) In addition to those rights granted the 2006 Bond Insurer under this Indenture, the
2006 Bond Insurer shall, to the extent it makes payment of principal or interest on the 2006
Bonds, become subrogated to the rights of the recipients of such payments in accordance with
the terms of the 2006 Municipal Bond Insurance Policy, and to evidence such subrogation (i) in
the case of subrogation as to claims for past due interest, the Trustee shall note the 2006 Bond
Insurer's rights as subrogee on the Registration Books upon receipt from the 2006 Bond Insurer
of proof of the payment of interest with respect thereto to the Owners, and (ii) in the case of
subrogation as to claims for past due principal, the Trustee shall note the 2006 Bond Insurer's
rights as subrogee on the Registration Books upon surrender of the 2006 Bonds by the Owners
thereof together with proof of the payment of principal thereof.
Section 11.13. Rights of 2006 Bond Insurer.
Section 11.14. County Repayment Plan. The Agency shall not negotiate or enter into any
agreement or arrangement with the County with respect to any prior overremittance by the
County of tax increment revenues to the Agency, which agreement or arrangement would impair
the Agency's payment of debt service on the Bonds.
Section 11.15. Effect of this Article XI. Except as in this Article XI expressly provided or
except to the extent inconsistent with any provision of this Article XI, the 2006 Bonds shall be
deemed to be "Bonds" under and within the meaning of Section 1.02, and every term and
condition contained in the foregoing provisions of this Indenture shall apply to the 2006 Bonds
with full force and effect, with such omissions, variations and modifications thereof as may be
appropriate to make the same conform to this Article XI.
SECTION 2. Attachment of Exhibit C. The Original Indenture is hereby further amended
by incorporating therein an Exhibit C setting forth the forms of the 2006 Bonds, which shall read
in its entirety as set forth in Exhibit A attached hereto and hereby made a part hereof.
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SECTION 3. Partial Invalidity_ If any section, paragraph, sentence, clause or phrase of
this Second Supplement shall for any reason be held illegal, invalid or unenforceable, such
holding shall not affect the validity of the remaining portions of this Second Supplement. The
Agency hereby declares that it would have entered into this Second Supplement and each and
every other Section, paragraph, sentence, clause or phrase hereof and authorized the issue of
the 2006 Bonds pursuant thereto irrespective of the fact that any one or more Sections,
paragraphs, sentences. clauses, or phrases of this Second Supplement may be held illegal,
invalid or unenforceable.
SECTION 4. Execution in Counterparts. This Second Supplement 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.
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Resolution No. 2006 -170
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SECTION 5. Governing Law. This Second Supplement shall be construed and governed
in accordance with the laws of the State of California applicable to contracts made and
performed in such state.
IN WITNESS WHEREOF, the REDEVELOPMENT AGENCY OF THE CITY OF
MOORPARK, has caused this Second Supplemental Indenture of Trust to be signed in its name
by its Executive Director and attested by its Secretary, and THE BANK OF NEW YORK TRUST
COMPANY, N.A. in token of its acceptance of the trusts created hereunder, has caused this
Second Supplemental Indenture of Trust to be signed in its corporate name by its officer
thereunto duly authorized, all as of the day and year first above written.
Attest:
Secretary
REDEVELOPMENT AGENCY OF THE
CITY OF MOORPARK
By
Executive Director
THE BANK OF NEW YORK TRUST
COMPANY, N.A., as Trustee
By
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No.
EXHIBIT A TO SECOND SUPPLEMENTAL INDENTURE OF TRUST
EXHIBIT C
FORM OF 2006 BONDS
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
REDEVELOPMENT AGENCY
OF THE CITY OF MOORPARK
MOORPARK REDEVELOPMENT PROJECT,
2006 TAX ALLOCATION BOND
INTEREST RATE MATURITY DATE DATED DATE CUSIP
% October 1, 2006
REGISTERED OWNER:
PRINCIPAL AMOUNT:
The REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK, a public body,
corporate and politic, duly organized and existing under and by virtue of the laws of the State of
California (the "Agency "), for value received hereby promises to pay (but only out of the Tax
Revenues as that term is defined in the Indenture, and other moneys and security hereinafter
referred to, to the Registered Owner stated above or registered assigns, on the Maturity Date
stated above (subject to any right of prior redemption hereinafter provided for), the Principal
Amount stated above in lawful money of the United States of America and to pay interest
thereon at the Interest Rate stated above in like lawful money from the Interest payment Date
(as hereinafter defined) next preceding the date of authentication of this Bond (unless (1) this
Bond is authenticated after a Record Date (as hereinafter defined) and on or before the
following Interest Payment Date in which event it shall bear interest from such Interest Payment
Date, or (2) this Bond is authenticated on or prior to March 15, 2007, in which event it shall bear
interest from the Original Issue Date stated above; provided, however, that if at the time of
authentication of this Bond, interest is in default on this Bond, this Bond shall bear interest from
the Interest Payment Date to which interest has previously been paid or made available for
payment on this Bond) until payment of such Principal Amount in full, payable semiannually on
each April 1 and October 1, commencing April 1, 2007 (each an "Interest Payment Date "),
calculated on the basis of a 360 -day year composed of twelve 30 -day months. Principal hereof
at maturity and premium, if any, upon earlier redemption hereof are payable upon presentment
and surrender at the corporate trust office of The Bank of New York Trust Company, N.A., the
trustee under the Indenture (as hereinafter defined) (the "Trustee ") or such other place as
designated by the Trustee. Interest hereon (including the final interest payment upon maturity or
earlier redemption) is payable by check of the Trustee mailed on each Interest Payment Date by
first class mail to the Registered Owner hereof at the Registered Owner's address as it appears
on the Bond registration books maintained by the Trustee at the close of business on the
fifteenth day of the month preceding each Interest Payment Date (the "Record Date "), or by wire
transfer to an owner of $1,000,000 or more in aggregate principal amount of Bonds at such wire
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transfer address in the United States as such owner shall specify in a written notice requesting
payment by wire transfer delivered to the Trustee not later than the Record Date for such
payment.
This Bond is one of a duly authorized series of bonds of the Agency designated as
"Redevelopment Agency of the City of Moorpark, Moorpark Redevelopment Project 2006 Tax
Allocation Bonds" (the "Bonds "), in an initial aggregate principal amount of
Dollars ($ ), all of like tenor and date (except for such
variation, if any, as may be required to designate varying numbers, maturities, interest rates, or
redemption and other provisions). The Bonds are issued pursuant to the provisions of the
Community Law, being Part 1 (commencing with Section 33000) of Division 24 of the Health
and Safety Code of the State of California (the "Law "), and pursuant to an Indenture of Trust,
dated as of May 1, 1999 and the First Supplemental Indenture of Trust, dated as of December
1, 2001, etentered into by and between the Agency and the Trustee, as amended and
supplemented pursuant to a Second Supplemental Indenture of Trust dated as of December 1,
2006 (as so amended and supplemented, the "Indenture "), authorizing the issuance of the
Bonds. The Bonds have been issued on a parity with the Agency's (i) Moorpark Redevelopment
Project 1999 Tax Allocation Refunding Bonds previously issued by the Agency in the initial
principal amount of $9,860,000 (the "1999 Bonds ") and (ii) Moorpark Redevelopment Project
2001 Tax Allocation Bonds previously issued by the Agency in the initial principal amount of
$11,625,000 (the "2001 Bonds" and together with the 1999 Bonds, the "Prior Bonds "). The
Agency may issue or incur additional obligations on a parity with the Bonds and the Prior Bonds,
but only subject to the terms of the Indenture. Reference is hereby made to the Indenture
(copies of which are on file at the office of the Agency) and all indentures supplemental thereto
and to the Law for a description of the terms on which the Bonds are issued, the provisions with
regard to the nature and extent of the Tax Revenues, as that term is defined in the Indenture,
and other amounts pledged under the Indenture, and the rights thereunder of the owners of the
Bonds and the rights, duties and immunities of the Trustee and the rights and obligations of the
Agency thereunder, to all of the provisions of which Indenture the Registered Owner of this
Bond, by acceptance hereof, assents and agrees.
The Bonds have been issued by the Agency to (i) finance redevelopment projects of the
Agency; (ii) make a deposit to a reserve fund for the Bonds; and (iii) pay costs related to the
issuance of the Bonds.
This Bond and the interest hereon and all other Bonds and the interest thereon (to the
extent set forth in the Indenture) are payable from, and are secured by a charge and lien on the
Tax Revenues derived by the Agency from the Redevelopment Project, as defined in the
Indenture, on a parity with the Prior Bonds and any other Parity Debt (as defined in the
Indenture) to be issued by the Agency under the Indenture. As and to the extent set forth in the
Indenture, all of the Tax Revenues are exclusively and irrevocably pledged in accordance with
the terms hereof and the provisions of the Indenture and the Law, to the payment of the
principal of and interest and premium (if any) on the Bonds, the Prior Bonds and any Parity
Debt. Notwithstanding the foregoing, certain amounts out of Tax Revenues may be applied for
other purposes as provided in the Indenture.
This Bond is not a debt of the City of Moorpark, the State of California or any of its
political subdivisions (other than the Agency, to the limited extent set forth in the Indenture), and
neither said City, said State, nor any of its political subdivision (other than the Agency, to the
limited extent set forth in the Indenture), is liable hereon nor in any event shall this Bond be
payable out of any funds or properties other than the Tax Revenues and amounts pledged
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therefor under the Indenture. The Bonds do not constitute an indebtedness within the meaning
of any constitutional or statutory debt limitation or restriction.
The rights and obligations of the Agency and the owners of the Bonds may be modified
or amended at any time in the manner, to the extent and upon the terms provided in the
Indenture, but no such modification or amendment shall permit a change in the terms of
redemption or maturity of the principal of any outstanding Bond or of any installment of interest
thereon or a reduction in the principal amount or the redemption price thereof or in the rate of
interest thereon without the consent of the owner of such Bond, or shall reduce the percentages
of the owners required to effect any such modification or amendment.
The Bonds maturing on or before October 1, , shall not be subject to optional
redemption prior to maturity. The Bonds maturing on or after October 1, , shall be subject
to redemption in whole, or in part among such maturities as shall be determined by the Agency,
and in any case by lot within a maturity, at the option of the Agency, on any date on or after
October 1, , from any available source of funds, at a redemption price (expressed as a
percentage of the principal amount of the Bonds to be redeemed) as follows, in each case
together with accrued interest thereon to the redemption date.
Redemption Periods Redemption Price
October 1, through September 30,
October 1, through September 30,
October 1, and thereafter
The Bonds maturing on October 1 in the years and are subject to
redemption from sinking account payments made by the Agency, in part by lot, on October 1 in
the years set forth in the following tables, at a redemption price equal to the principal amount
thereof to be redeemed together with accrued interest thereon to the redemption date, without
premium, as set forth in the following tables.
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As provided in the Indenture, notice of redemption shall be mailed by first class mail not
less than thirty (30) nor more than sixty (60) days prior to the redemption date to the respective
owners of any Bonds designated for redemption at their addresses appearing on the Bond
registration books of the Trustee, but neither failure to receive such notice nor any defect in the
notice so mailed shall effect the sufficiency of the proceedings for redemption.
If this Bond is called for redemption and payment is duly provided therefor as specified in
the Indenture, interest shall cease to accrue hereon from and after the date fixed for
redemption.
If an Event of Default, as defined in the Indenture, shall occur, the principal of all Bonds
may be declared due and payable upon the conditions, in the manner and with the effect
provided in the Indenture, but such declaration and its consequences may be rescinded and
annulled as further provided in the Indenture.
The Bonds are issuable as fully registered bonds without coupons in denominations of
$5,000 or any integral multiple thereof. Subject to the limitations and conditions and upon
payment of the charges, if any, as provided in the Indenture, Bonds may be exchanged for a like
aggregate principal amount of Bonds of other authorized denominations and of the same
maturity.
This Bond is transferable by the Registered Owner hereof, in person or by his attorney
duly authorized in writing at said offices of the Trustee, but only in the manner and subject to the
limitations provided in the Indenture, and upon surrender and cancellation of this Bond. Upon
registration of such transfer a new fully registered Bond or Bonds, of authorized denomination or
denominations for the same aggregate principal amount and of the same maturity, will be issued
to the transferee in exchange therefor. The Trustee shall not be required to register the transfer
or exchange of Bonds (i) between the date which is fifteen days before selection of Bonds for
redemption and the date of mailing notice of redemption, and (ii) as to any Bond selected for
redemption.
The Agency and the Trustee may treat the Registered Owner hereof as the absolute
owner hereof for all purposes, and the Agency and the Trustee shall not be affected by any
notice to the contrary.
Unless this Certificate is presented by an authorized representative of The Depository
Trust Company, a New York Corporation ( "DTC "), to the Agency or the Trustee for registration
of transfer, exchange, or payment, and any Certificate issued is registered in the name of Cede
& Co. or in such other name as is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
It is hereby certified that all of the things, conditions and acts required to exist, to have
happened or to have been performed precedent to and in the issuance of this Bond do exist,
have happened or have been performed in due and regular time, form and manner as required
by the Law and the laws of the State of California and that the amount of this Bond, together
with all other indebtedness of the Agency, does not exceed any limit prescribed by the Law or
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Resolution No. 2006 -170
Page 24
any laws of the State of California. and is not in excess of the amount of Bonds permitted to be
issued under the Indenture.
This Bond shall not be entitled to any benefit under the Indenture or become valid or
obligatory for any purpose until the Certificate of Authentication hereon endorsed shall have
been manually signed and dated by the Trustee.
IN WITNESS WHEREOF, the Redevelopment Agency of the City of Moorpark has
caused this Bond to be executed in its name and on its behalf with the facsimile signature of its
Chair and its seal to be reproduced hereon and attested by the facsimile signature of its
Secretary, all as of the Original Issue Date stated above.
ATTEST:
Dated:
REDEVELOPMENT AGENCY OF THE CITY
OF MOORPARK
By:
Secretary
Chair
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Bonds described in the within - mentioned Indenture.
THE BANK OF NEW YORK TRUST
COMPANY, N.A., Trustee
By:
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Authorized Signatory
Resolution No. 2006 -170
Page 25
STATEMENT OF INSURANCE
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Resolution No. 2006 -170
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ASSIGNMENT
For value received, the undersigned do(es) hereby sell, assign and transfer unto
(Name, Address and Tax Identification or Social Security Number of Assignee)
the within Certificate and do(es) hereby irrevocably constitute and appoint
attorney, to transfer the same on the registration books of the Trustee, with full power of
substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature must be guaranteed by an eligible
guarantor institution (banks, stock brokers, savings and
loan associations and credit unions with membership in
an approved signature guarantee medallion program)
pursuant to Securities and Exchange Commission
Rule 17 Ad -15.
NOTICE: The signature(s) on this Assignment must
correspond with the name(s) as written on the face of
the within Certificate in every particular, without
alteration or enlargement or any change whatsoever.
EXHIBIT B
Resolution No. 2006 -170
Page 27
Jones Hall Draft 11110/06
REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK
Moorpark Redevelopment Project
2006 Tax Allocation Bonds
PURCHASE CONTRACT
2006
Moorpark Public Financing Authority
799 Moorpark Avenue
Moorpark, CA 93021
Redevelopment Agency of the City of Moorpark
799 Moorpark Avenue
Moorpark, CA 93021
Ladies and Gentlemen:
The undersigned (the "Underwriter ") offers to enter into this Purchase Contract (this
"Purchase Contract ") with the Moorpark Public Financing Authority (the "Authority ") and the
Redevelopment Agency of the City of Moorpark (the "Agency ") which will be binding upon the
Authority, the Agency and the Underwriter upon the acceptance hereof by the Authority and the
Agency. This offer is made subject to its acceptance by the Authority and the Agency by
execution of this Purchase Contract and its delivery to the Underwriter on or before 5:00 p.m.,
California time, on the date hereof. All terms used herein and not otherwise defined shall have
the respective meanings given to such terms in the Indenture (as hereinafter defined).
Section 1. Purchase and Sale. Upon the terms and conditions and upon the basis of
the representations, warranties and agreements hereinafter set forth, the Underwriter hereby
agrees to purchase from the Authority for offering to the public, and the Authority hereby agrees
to sell to the Underwriter for such purpose, all (but not less than all) of the $
aggregate principal amount of the Agency's Moorpark Redevelopment Project 2006 Tax
Allocation Bonds (the "Bonds "), at a purchase price equal to $ (being the
aggregate principal amount thereof, less an original issue discount of $ , and
less an underwriter's discount of $ ). The Bonds are to be purchased by the
Authority from the Agency pursuant hereto for resale and delivery to the Underwriter
concurrently with the purchase of the Bonds by the Underwriter from the Authority; provided that
the obligation of the Authority to purchase the Bonds from the Agency shall be solely with
moneys provided by the Underwriter.
Section 2. Description of the Bonds. In order to finance redevelopment activities
with respect to the Redevelopment Project, the Agency has heretofore issued its (i) $9,860,000
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Page 28
aggregate principal amount of Moorpark Redevelopment Project 1999 Tax Allocation Refunding
Bonds (the "1999 Bonds ") pursuant to an Indenture of Trust dated as of May 1, 1999 (the
"Original Indenture "), by and between the Agency and BNY Western Trust Company (now
known as The Bank of New York Trust Company, N.A., as trustee (the "Trustee "), and (ii)
$11,625,000 aggregate principal amount of Moorpark Redevelopment Project 2001 Tax
Allocation Bonds (the "2001 Bonds" and together with the 1999 Bonds, the "Prior Bonds ")
pursuant to a First Supplemental Indenture of Trust dated as of December 1, 2001 (the "2001
Supplemental Indenture" and together with the Original Indenture, the "Indenture "). The Bonds
are issued pursuant to the Indenture, a Second Supplemental Indenture of Trust dated as of
December 1, 2006 (the "Second Supplemental Indenture ") between the Agency and the
Trustee, and pursuant to the California Community Redevelopment Law, constituting Part 1,
Division 24 commencing with Section 33000) of the California Health and Safety Code (the
"Law ") and a resolution of the Agency adopted , 2006. The Bonds are
secured on a parity with the Prior Bonds and shall be as described in the Indenture and the
Official Statement dated the date hereof relating to the Bonds (which, together with all exhibits
and appendices included therein or attached thereto and such amendments or supplements
thereto which shall be approved by the Underwriter, is hereinafter called the "Official
Statement ").
The net proceeds of the Bonds will be used to fund redevelopment activities of the
Agency of benefit to the Moorpark Redevelopment Project (the "Project Area ").
The Bonds shall be secured by a pledge of and lien on all of the Tax Revenues (as
defined in the Indenture) allocated to the Agency with respect to the Project Area. The
scheduled payment of principal of and interest on the Bonds shall be insured by
(the "Insurer ") by the issuance of a bond insurance policy (the "Policy ").
Section 3. Public Offering. The Underwriter agrees to make a bona fide public
offering of all the Bonds initially at the public offering prices (or yields) set forth on 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 marketing of the Bonds, provided that the Underwriter shall not
change the interest rates set forth on Appendix A. The Bonds may be offered and sold to
certain dealers at prices lower than such initial public offering prices.
Section 4. Delivery of Official Statement. The Agency has delivered or caused to
be delivered to the Underwriter prior to the execution of this Purchase Contract, copies of the
Preliminary Official Statement relating to the Bonds (the "Preliminary Official Statement "). Such
Preliminary Official Statement is the official statement deemed final by the Agency for purposes
of Rule 15c2 -12 under the Securities Exchange Act of 1934 (the "Rule ") and approved for
distribution by resolution of the Agency. The Agency shall have executed and delivered to the
Underwriter a certification to such effect in the form attached hereto as Appendix B.
Within seven (7) business days from the date hereof, the Agency shall deliver to the
Underwriter a final Official Statement, executed on behalf of the Agency by an authorized
representative of the Agency and dated the date hereof, which shall include information
permitted to be omitted by paragraph (b)(1) of the Rule and with such other amendments or
supplements as shall have been approved by the Agency and the Underwriter. The Agency
also agrees to delivery to the Underwriter, at the Agency's' sole cost and at such address as the
Underwriter shall specify, as many copies of the Official Statement as the Underwriter shall
reasonably request as necessary to comply with paragraph (b)(4) of the Rule and with Rule G-
32 and all other applicable rules of the Municipal Securities Rulemaking Board.
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The Agency will undertake, pursuant to the Indenture and a continuing disclosure
certificate or agreement (the "Continuing Disclosure Certificate "), to provide certain annual
financial information and notices of the occurrence of certain events, if material. The form of the
Continuing Disclosure Certificate is appended to the Official Statement.
Section 5. The Closing. At 8:00 a.m., California time, on 2006,
or at such other time or on such earlier or later business day as shall have been mutually
agreed upon by the Agency and the Underwriter, the Authority and the Agency will deliver (i) the
Bonds in definitive form (one bond for each annual maturity) for the Underwriter to the Trustee
at the Closing or to The Depository Trust Company ( "DTC ") in New York, New York, or such
other location as may be specified by the Underwriter, with CUSIP identification numbers
printed thereon, in fully registered form and registered in the name of Cede & Co., and (ii) the
closing documents hereinafter mentioned at the offices of Jones Hall, A Professional Law
Corporation, Bond Counsel (the "Bond Counsel ") in San Francisco, California, or-another place
to be mutually agreed upon by the Agency and the Underwriter. The Underwriter will accept
such delivery and pay the purchase price of the Bonds as set forth in Section 1 hereof by
federal funds wire payable to the order of the Trustee on behalf of the Agency. This payment
and delivery, together with the delivery of the aforementioned documents, is herein called the
"Closing."
Section 6. Agency Representations, Warranties and Covenants. The Agency
represents, warrants and covenants to the Underwriter that:
(a) Due Organization and Existence of Agency. The Agency is a public body
corporate and politic, organized and existing under the laws of the State, including the
Community Redevelopment Law of the State, constituting Part 1 of Division 24 of the
Health and Safety Code (the "Redevelopment Law "), with full right, power and authority
to execute, deliver and perform its obligations under this Purchase Contract, the
Continuing Disclosure Certificate and the Indenture (collectively, the "Agency
Documents ") and to carry out and consummate the transactions contemplated by the
Agency Documents and the Official Statement.
(b) Due Authorization and Approval. By all necessary official action of the
Agency, the Agency has duly authorized and approved the execution and delivery of,
and the performance by the Agency of the obligations contained in, the Agency
Documents 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, the Agency Documents will constitute the legally valid and binding obligations
of the Agency enforceable 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. The
Agency has complied, and will at the Closing be in compliance in all respects, with the
terms of the Agency Documents.
(c) Official Statement Accurate and Complete. The Preliminary Official
Statement was as of its date, and the final Official Statement will be, and at all times
subsequent to the date of the final Official Statement up to and including the Closing will
be, true and correct in all material respects, and the Preliminary Official Statement
contains and the final Official Statement will contain, and up to and including the Closing
will contain, no misstatement of any material fact and do not, and up to and including the
Closing will not, omit any statement necessary to make the statements contained
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therein, in the light of the circumstances in which such statements were made, not
misleading.
(d) Underwriter's Consent to Amendments and Supplements to Official
Statement. The Agency 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 Agency will advise the Underwriter promptly of the
institution of any proceedings known to it by any governmental agency prohibiting or
otherwise affecting the use of the Official Statement in connection with the offering, sale
or distribution of the Bonds.
(e) No Breach or Default. As of the time of acceptance hereof and as of the
time of the Closing, except as otherwise disclosed in the Official Statement, the Agency
is not and will not be in breach of or in default under any applicable constitutional
provision, law or administrative rule or regulation of the State or the United States, or
any applicable judgment or decree or any trust agreement, loan agreement, bond, note,
resolution, ordinance, agreement or other instrument to which the Agency is a party or is
otherwise subject, and 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; and, as of such times, except as disclosed in the Official
Statement, the authorization, execution and delivery of the Agency Documents and
compliance with the provisions of each of such agreements or instruments do not and
will not conflict with or constitute a breach of or default under any applicable
constitutional provision, law or administrative rule or regulation of the State or the United
States, or any applicable judgment, decree, license, permit, trust agreement, loan
agreement, bond, note, resolution, ordinance, agreement or other instrument to which
the Agency (or any of its officers in their respective capacities as such) is subject, or by
which it or any of its properties is bound, nor will any such authorization, execution,
delivery or compliance result in the creation or imposition of any lien, charge or other
security interest or encumbrance of any nature whatsoever upon any of its assets or
properties or under the terms of any such law, regulation or instrument, except as may
be provided by the Agency Documents.
(f) No Litigation. As of the time of acceptance hereof and the Closing,
except as disclosed in the Official Statement, no action, suit, proceeding, inquiry or
investigation, at law or in equity, before or by any court, government agency, public
board or body, pending or threatened (i) in any way questioning the corporate existence
of the Agency or the titles of the officers of the Agency to their respective offices; (ii)
affecting, contesting or seeking to prohibit, restrain or enjoin the issuance or delivery of
any of the Bonds, or the payment or collection of any amounts pledged or to be pledged
to pay the principal of and interest on the Bonds, or in any way contesting or affecting
the validity of the Bonds or the Agency Documents or the consummation of the
transactions contemplated thereby, or contesting the exclusion of the interest on the
Bonds from taxation or contesting the powers of the Agency and its authority to pledge
the Tax Revenues; (iii) which may result in any material adverse change relating to the
Agency; or (iv) contesting the completeness or accuracy of the Preliminary Official
Statement or the final Official Statement or any supplement or amendment thereto or
asserting that the Preliminary Official Statement or the final 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 there is no basis for
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any action, suit, proceeding, inquiry or investigation of the nature described in clauses (i)
through (iv) of this sentence.
(g) Preliminary Official Statement. For purposes of the Rule, the Agency has
heretofore deemed final the Preliminary Official Statement prior to its use and
distribution by the Underwriter, except for the information specifically permitted to be
omitted by paragraph (b)(1) of the Rule. The Agency has never failed to comply timely
with any filing requirements under the Rule.
(h) Excess Surplus. The Agency's Low and Moderate Income Housing Fund
established pursuant to Section 33334.3 of the Law does not, on the date hereof,
contain an "excess surplus" (within the meaning of Section 33334.12 of the Law) that
would cause the Agency to be subject to the sanctions contained in Section
33334.12(e)(1) of the Law.
(i) Arbitrage Certificate. The Agency has not been notified of any listing or
proposed listing by the Internal Revenue Service to the effect that it is a bond issuer
whose arbitrage certificates may not be relied upon.
Section 7. Authority Representations, Warranties and Covenants. The Authority
represents, warrants and covenants to the Underwriter that:
(a) Due Organization and Existence of Authority. The Authority is a joint
powers authority, duly organized and existing, and authorized to transact business and
exercise powers under and pursuant to the provisions of the laws of the State of
California and has, and on Closing date will have, full legal right, power and authority to
enter into this Purchase Contract, and to carry out and to consummate the transactions
contemplated by this Purchase Contract.
(b) Official Statement Accurate and Complete. The information relating to
the Authority contained in the Preliminary Official Statement and the final Official
Statement is correct in all material respects and does not contain any untrue statement
of a material fact or omit to state any material fact required to be stated therein or
necessary in order to make the statements contained therein, in the light of the
circumstances under which they were made, not misleading.
(c) Purchase and Sale of Bonds. The Bonds will be purchased and sold by
the Authority pursuant to the Mark -Roos Local Bond Pooling Act of 1985, constituting
Article 4 of Chapter 5, Division 7 of Title 1 (commencing with Section 6584) of the
California Government Code (the "JPA Act ").
(d) Compliance with Law. The Authority has complied, and will on the
Closing Date be in compliance, in all respects, with the JPA Act and all other applicable
laws of the State of California.
Section 8. Closing Conditions. The Underwriter has entered into this Purchase
Contract in reliance upon the representations, warranties and covenants herein and the
performance by the Agency of their respective obligations hereunder, both as of the date hereof
and as of the date of the Closing. The Underwriter's obligations under this Purchase Contract to
purchase and pay for the Bonds shall be subject to the following additional conditions:
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(a) Bring -Down Representation. The representations, warranties and
covenants of the Authority and the Agency contained herein shall be true, complete and
correct at the date hereof and at the time of the Closing, as if made on the date of the
Closing.
(b) Executed Agreements and Performance Thereunder. At the time of the
Closing (i) the Agency Documents shall be in full force and effect, and shall not have
been amended, modified or supplemented except with the written consent of the
Underwriter and (ii) there shall be in full force and effect such resolutions of the Agency,
City and the Authority (the "Resolutions ") as, in the opinion of Bond Counsel, shall be
necessary in connection with the transactions contemplated by this Purchase Contract,
the Official Statement and the Agency Documents.
(c) Closing Documents. At or prior to the Closing, the Underwriter shall
receive each of the documents identified in Section 9.
Section 9. Closing Documents. In addition to the other conditions to the
Underwriter's obligations under this Purchase Contract to purchase and pay for the Bonds, at or
before the Closing the Underwriter shall receive each of the following documents, provided that
the actual payment for the Bonds by the Underwriter and the acceptance of delivery thereof
shall be conclusive evidence that the requirements of this Section 9 shall have been satisfied or
waived by the Underwriter.
(a) Bond Counsel Opinion. An approving opinion of Bond Counsel dated the
date of the Closing and substantially in the form appended to the Official Statement,
together with a letter from such counsel, dated the date of the Closing and addressed to
the Underwriter and the Insurer, to the effect that the foregoing opinion may be relied
upon by the Underwriter and the Insurer to the same extent as if such opinion were
addressed to it.
(b) Supplemental Opinion. A supplemental opinion or opinions of Bond
Counsel addressed to the Underwriter and the Insurer, in form and substance
acceptable to the Underwriter and the Insurer, and dated the date of the Closing
substantially to the following effect:
(i) This Purchase Contract has been duly authorized, executed and
delivered by the Agency and the Authority, as applicable, and constitute the valid,
legal and binding agreements of the Agency and the Authority, as applicable,
enforceable in accordance with its terms.
(ii) The statements contained in the Official Statement (including the
cover page and the Appendices thereto), insofar as such statements purport to
summarize certain provisions of the Bonds, the Indenture or federal tax law,
accurately summarize the information presented therein; provided that Bond
Counsel need not express any opinion with respect to any financial or statistical
information contained therein.
(iii) The Agency's obligations under the Indenture are exempt from
registration under the Securities Act of 1933, as amended, and the Indenture is
exempt from qualification pursuant to the Trust Indenture Act of 1939, as
amended.
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(c) Agency Counsel Opinion. An opinion of Counsel to the Agency, dated
the date of the Closing and addressed to the Underwriter and the Insuerer, in form and
substance acceptable to the Underwriter and the Insuerer substantially to the following
effect:
(i) The Agency is a public body corporate and politic duly organized
and validly existing under the laws of the State of California.
(ii) The resolution of the Agency approving and authorizing the
execution and delivery of the Agency Documents and approving the Official
Statement (the "Agency Resolution ") was duly adopted at a meeting of the
Agency which was called and held pursuant to law and with all public notice
required by law and at which a quorum was present and acting throughout, and
the Agency Resolution is in full force and effect and has not been modified,
amended or rescinded.
(iii) Except as otherwise disclosed in the Official Statement and to the
best knowledge of such counsel after due inquiry, there is no litigation,
proceeding, action, suit, or investigation at law or in equity before or by any court,
governmental agency or body, pending or threatened against the Agency,
challenging the creation, organization or existence of the Agency, or the validity
of the Agency Documents or seeking to restrain or enjoin the repayment of the
Bonds or in any way contesting or affecting the validity of the Agency Documents
or contesting the authority of the Agency to enter into or perform its obligations
under any of the Agency Documents, or under which a determination adverse to
the Agency would have a material adverse effect upon the financial condition or
the revenues of the Agency, or which, in any manner, questions the right of the
Agency to use the Tax Revenues for repayment of the Bonds or affects in any
manner the right or ability of the Agency to collect or pledge the Tax Revenues.
(d) Trustee Counsel Opinion. The opinion of counsel to the Trustee, dated
the date of the Closing, addressed to the Underwriter and the Insuerer, to the effect that:
(i) The Trustee is a national banking association, duly organized and
validly existing under the laws of the United States, having full power to enter
into, accept and administer the trust created under the Indenture.
(ii) The Indenture has been duly authorized, executed and delivered
by the Trustee and the Indenture constitutes the legal, valid and binding
obligation of the Trustee enforceable in accordance with its terms, except as
enforcement thereof may be limited by bankruptcy, insolvency or other laws
affecting the enforcement of creditors' rights generally and by the application of
equitable principles, if equitable remedies are sought.
(iii) No consent, approval, authorization or other action by any
governmental or regulatory authority having jurisdiction over the Trustee that has
not been obtained is or will be required for the execution and delivery of the
Indenture or the consummation of the transactions contemplated by the
Indenture.
(e) the opinion of Jones Hall, A Professional Law Corporation, San
Francisco, California, Disclosure Counsel, dated the Closing Date, addressed to the
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Agency, the Underwriter and the Insurer, to the effect that based upon an examination
which they have made, and without having undertaken to determine independently the
accuracy or completeness of the statements contained in the Official Statement, they
have no reason to believe that the Official Statement (other than financial statements
and other statistical and financial data and information relating to The Depository Trust
Company, New York, New York, and its book -entry system contained therein and
incorporated therein by reference, and information regarding the municipal bond
insurance policy and the issuer thereof, as to which no view need be expressed)
contains any untrue statement of a material fact or omits to state a material fact
necessary to make the statements therein, in the light of the circumstances under which
they were made, not misleading;
(f) Agency Certificate. A certificate of the Agency, dated the date of the
Closing, signed on behalf of the Agency by the Executive Director or other duly
authorized officer of the Agency to the effect that:
(i) The representations, warranties and covenants of the Agency
contained herein are true and correct in all material respects on and as of the
date of the Closing as if made on the date of the Closing and the Agency has
complied with all of the terms and conditions of this Purchase Contract required
to be complied with by the Agency at or prior to the date of the Closing.
(ii) No event affecting the Agency has occurred since the date of the
Official Statement which has not been disclosed therein or in any supplement or
amendment thereto which event should be disclosed in the Official Statement in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading.
(iii) Except as otherwise disclosed in the Official Statement and to the
best knowledge of such signing officer after due inquiry, there is no litigation,
proceeding, action, suit, or investigation at law or in equity before or by any court,
governmental agency or body, pending or threatened against the Agency,
challenging the creation, organization or existence of the Agency, or the validity
of the Agency Documents or seeking to restrain or enjoin the repayment of the
Bonds or in any way contesting or affecting the validity of the Agency Documents
or contesting the authority of the Agency to enter into or perform its obligations
under any of the Agency Documents, or under which a determination adverse to
the Agency would have a material adverse effect upon the financial condition or
the revenues of the Agency, or which, in any manner, questions the right of the
Agency to use the Tax Revenues for repayment of the Bonds or affects in any
manner the right or ability of the Agency to collect or pledge the Tax Revenues.
(g) Authority Certificate. A certificate of the Authority, dated the date of the
Closing, signed on behalf of the Authority by the Executive Director or other duly
authorized officer of the Authority to the effect that:
(i) The Authority is a joint powers authority, duly organized and
existing under the laws of the State, including the JPA Act.
(ii) The resolution of the Authority approving and authorizing the
execution and delivery of this Purchase Contract (the "Authority Resolution ") was
duly adopted at a meeting of the Authority which was called and held pursuant to
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law and with all public notice required by law and at which a quorum was present
and acting throughout and the Authority Resolution is in full force and effect and
has not been modified, amended or rescinded
(iii) The representations, warranties and covenants of the Authority
contained herein are true and correct in all material respects on and as of the
date of the Closing as if made on the date of the Closing and the Authority has
complied with all of the terms and conditions of this Purchase Contract required
to be complied with by the Authority at or prior to the date of the Closing.
(iv) To the best of such signing officer after due inquiry, there is no
litigation, proceeding, action, suit, or investigation at law or in equity before or by
any court, governmental agency or body, pending or threatened against the
Authority, challenging the creation, organization or existence of the Authority, or
the validity of this Purchase Contract or contesting the authority. of the Authority
to enter into or perform its obligations under this Purchase Contract.
(h) Trustee's Certificate. A certificate of the Trustee, dated the date of
Closing, in form and substance acceptable to counsel for the Underwriter, to the
following effect:
(i) The Trustee is duly organized and existing as a national banking
association in good standing under the laws of the United States, having the full
power and authority to enter into and perform its duties under the Indenture.
(ii) The Trustee is duly authorized to enter into the Indenture.
(iii) To its best knowledge after due inquiry, there is no action, suit,
proceeding or investigation, at law or in equity, before or by any court or
governmental agency, public board or body pending against the Trustee or
threatened against the Trustee which in the reasonable judgment of the Trustee
would affect the existence of the Trustee or in any way contesting or affecting the
validity or enforceability of the Indenture or contesting the powers of the Trustee
or its authority to enter into and perform its obligation under the Indenture.
(i) Documents. An original executed copy of each of the Agency Documents
and a certified copy of each of the Resolutions.
(j) Municipal Bond Insurance Policy. A copy of the Policy, as duly executed
and delivered by the Insurer, together with a legal opinion of its counsel and a certificate
with respect to the Official Statement, both in such form as is acceptable to the Agency
and the Underwriter.
(k) Ratings. Evidence that the Bonds have been rated " by
(1) Additional Documents. Such additional certificates, instruments and other
documents as Bond Counsel, the Agency or the Underwriter may reasonably deem
necessary.
If the Agency or the Authority shall be unable to satisfy the conditions contained in this
Purchase Contract, or if the obligations of the Underwriter shall be terminated for any reason
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permitted by this Purchase Contract, this Purchase Contract shall terminate and neither the
Underwriter nor the Agency or the Authority shall be under further obligation hereunder, except
as further set forth in Section 10 hereof.
Section 10. Termination Events. The Underwriter shall have the right to terminate
this Purchase Contract, without liability therefor, by notification to the Agency and the Authority if
at any time between the date hereof and prior to the Closing:
(a) any event shall occur which causes any statement contained in the
Official Statement to be materially misleading or results in a failure of the Official
Statement to state a material fact necessary to make the statements in the Official
Statement, in the light of the circumstances under which they were made, not
misleading; or
(b) the marketability of the Bonds or the market price thereof, in the opinion
of the Underwriter, has been materially adversely affected by an amendment to the
Constitution of the United States or by any legislation in or by the Congress of the United
States or by the State, or the amendment of legislation pending as of the date of this
Purchase Contract in the Congress of the United States, or the recommendation to
Congress or endorsement for passage (by press release, other form of notice or
otherwise) of legislation by the President of the United States, the Treasury Department
of the United States, the Internal Revenue Service or the Chairman or ranking minority
member of the Committee on Finance of the United States Senate or the Committee on
Ways and Means of the United States House of Representatives, or the proposal for
consideration of legislation by either such Committee or by any member thereof, or the
presentment of legislation for consideration as an option by either such Committee, or by
the staff of the Joint Committee on Taxation of the Congress of the United States, or the
favorable reporting for passage of legislation to either House of the Congress of the
United States by a Committee of such House to which such legislation has been referred
for consideration, or any decision of any Federal or State court or any ruling or regulation
(final, temporary or proposed) or official statement on behalf of the United States
Treasury Department, the Internal Revenue Service or other federal or State authority
materially adversely affecting the federal or State tax status of the Agency, or the
interest on bonds or notes or obligations of the general character of the Bonds; or
(c) any legislation, ordinance, rule or regulation shall be introduced in, or be
enacted by any governmental body, department or agency of the State, or a decision by
any court of competent jurisdiction within the State or any court of the United States shall
be rendered which, in the reasonable opinion of the Underwriter, materially adversely
affects the market price of the Bonds; or
(d) legislation shall be enacted by the Congress of the United States, or a
decision by a court of the United States shall be rendered, or a stop order, ruling,
regulation or official statement by, or on behalf of, the Securities and Exchange
Commission or any other governmental agency having jurisdiction of the subject matter
shall be issued or made to the effect that the issuance, offering or sale of obligations of
the general character of the Bonds, or the issuance, offering or sale of the Bonds,
including all underlying obligations, as contemplated hereby or by the Official Statement,
is in violation or would be in violation of, or that obligations of the general character of
the Bonds, or the Bonds, are not exempt from registration under, any provision of the
federal securities laws, including the Securities Act of 1933, as amended and as then in
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effect, or that the Indenture needs to be qualified under the Trust Indenture Act of 1939,
as amended and as then in effect; or
(e) additional material restrictions not in force as of the date hereof shall have
been imposed upon trading in securities generally by any governmental authority or by
any national securities exchange which restrictions materially adversely affect the
Underwriter's ability to trade the Bonds; or
(f) a general banking moratorium shall have been established by federal or
State authorities; or
(g) the United States has become engaged in hostilities which have resulted
in a declaration of war or a national emergency or there has occurred any other outbreak
of hostilities or a national or international calamity or crisis, or there has occurred any
escalation. of existing hostilities, calamity or crisis, financial or otherwise, the effect of
which on the financial markets of the United States being such as, in the reasonable
opinion of the Underwriter, would affect materially and adversely the ability of the
Underwriter to market the Bonds; or
(h) any rating of the Bonds shall have been downgraded, suspended or
withdrawn by a national rating service, which, in the Underwriter's reasonable opinion,
materially adversely affects the marketability or market price of the Bonds; or
(i) the commencement of any action, suit or proceeding described in Section
6(f) hereof which, in the judgment of the Underwriter, materially adversely affects the
market price of the Bonds; or
(j) there shall be in force a general suspension of trading on the New York
Stock Exchange.
Section 11. Expenses. The Underwriter shall be under no obligation to pay and the
Agency shall pay or cause to be paid the expenses incident to the performance of the
obligations of the Agency and the Authority hereunder including but not limited to (a) the costs
of the preparation and printing, or other reproduction (for distribution on or prior to the date
hereof) of the Agency Documents and the cost of preparing, printing, issuing and delivering the
definitive Bonds, (b) the fees and disbursements of any counsel, financial advisors, accountants
or other experts or consultants retained by the Agency; (c) the fees and disbursements of Bond
Counsel and Disclosure Counsel; (d) the cost of printing the Preliminary Official Statement and
any supplements and amendments thereto and the cost of printing the Official Statement,
including the requisite number of copies thereof for distribution by the Underwriter; (e) charges
of rating agencies for the rating of the Bonds; and (f) the premium payable to the Insurer in
consideration of the issuance by the Insurer of the Policy.
The Underwriter shall pay and the Agency shall be under no obligation to pay all
expenses incurred by it in connection with the public offering and distribution of the Bonds, the
fees of the California Debt and Investment Advisory Commission and the CUSIP Service
Bureau charge for the assignment of CUSIP numbers to the Bonds.
Section 12. Notice. Any notice or other communication to be given to the Agency
and the Authority under this Purchase Contract may be given by delivering the same in writing
to such entity at the address set forth above. Any notice or other communication to be given to
the Underwriter under this Purchase Contract may be given by delivering the same in writing to:
-11-
Resolution No. 2006 -170
Page 38
Piper Jaffray & Co. Inc.
345 California Street, Suite 2200
San Francisco, CA 94104
Attn: Mark Curran
Section 13. Entire Agreement. This Purchase Contract, when accepted by the
Agency and the Authority, shall constitute the entire agreement between the Agency, the
Authority and the Underwriter and is made solely for the benefit of the Agency, the Authority and
the Underwriter (including the successors or assigns of any Underwriter). No other person shall
acquire or have any right hereunder by virtue hereof, except as provided herein. All the
Agency's and the Authority's representations, warranties and covenants in this Purchase
Contract shall remain operative and in full force and effect, regardless of any investigation made
by or on behalf of the Underwriter.
Section 14. Counterparts. This Purchase Contract 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.
-12-
Resolution No. 2006 -170
Page 39
Section 15. Severability. In case any one or more of the provisions contained herein
shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision hereof.
Section 16. State of California Law Governs. The validity, interpretation and
performance of this Purchase Contract shall be governed by the laws of the State.
Section 17. No Assignment. The rights and obligations created by this Purchase
Contract shall not be subject to assignment by the Underwriter, the Authority or the Agency
without the prior written consent of the other parties hereto.
Accepted as of the date first stated above:
MOORPARK PUBLIC FINANCING
AUTHORITY
By:
Chief Administrative Officer
REDEVELOPMENT AGENCY OF THE
CITY OF MOORPARK
By:
Treasurer
-13-
PIPER JAFFRAY & CO. INC.
By:
Authorized Officer
Resolution No. 2006 -170
Page 40
APPENDIX A
Maturity Date Principal Interest
(October 1) Amount Rate Price
A -1
Resolution No. 2006 -170
Page 41
APPENDIX B
RULE 15c2 -12 CERTIFICATE
The undersigned hereby certifies and represent to Piper Jaffray & Co. Inc. (the
"Underwriter ") that he is a duly appointed and acting officer of the Redevelopment Agency of the
City of Moorpark (the "Agency "), and as such is to execute and deliver this Certificate and
further hereby certify and reconfirm on behalf of the Agency to the Underwriter as follows:
(1) This Certificate is delivered to enable the Underwriter to comply with
Securities and Exchange Commission Rule 15c2 -12 under the Securities Exchange Act
of 1934 (the "Rule ") in connection with the offering and sale of the Agency's Moorpark
Redevelopment Project 2006 Tax Allocation Bonds (the "Bonds ").
(2) In connection with the offering and sale of the Bonds; there has been
prepared a Preliminary Official Statement, setting forth information concerning the Bonds
and the issuer of the Bonds (the "Preliminary Official Statement ").
(3) As used herein, "Permitted Omissions" shall mean the offering price(s),
interest rate(s), selling compensation, aggregate principal amount, principal amount per
maturity, delivery dates, ratings and other terms of the Bonds depending on such
matters and the identity of the underwriter(s), all with respect to the Bonds.
(4) The Preliminary Official Statement is, except for the Permitted Omissions,_
deemed final within the meaning of the Rule and has been, and the information therein is
accurate and complete except for the Permitted Omissions.
(5) If, at any time prior to the execution of the final contract of purchase, any
event occurs as a result of which the Preliminary Official Statement might include an
untrue statement of a material fact or omit to state any material fact necessary to make
the statements therein, in light of the circumstances under which they were made, not
misleading, the Agency shall promptly notify the underwriter thereof.
IN WITNESS WHEREOF, we have hereunto set our hands as of the day of
, 2006.
REDEVELOPMENT AGENCY OF THE
CITY OF MOORPARK
By
B -1
Executive Director
Resolution No. 2006 -170 EXHIBIT C Jones Hall Draft 11/10/06
Page 42
PRELIMINARY OFFICIAL STATEMENT DATED NOVEMBER_, 2006
NEW ISSUE
FULL BOOK ENTRY
RATINGS:
S &P Insured Rating: "AAA"
(See "MISCELLANEOUS — Ratings" herein)
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 2006 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 imposed on individuals and corporations;
provided, however, that for the purposes of computing the alternative minimum tax imposed on certain corporations such interest is required to
be taken into account in determining certain income and earnings. In the further opinion of Bond Counsel, interest on the 2006 Bonds is
exempt from California personal income taxation. See "TAX MATTERS" herein.
$11,190,000`
Redevelopment Agency of the City of Moorpark
Moorpark Redevelopment Project Area
2006 Tax Allocation Bonds
Dated: Date of Delivery Due: October 1, as shown below
The captioned bonds (the "2006 Bonds ") are being issued by the Redevelopment Agency of the City of Moorpark (the "Agency ") pursuant
to the California Community Redevelopment Law, constituting Part 1, Division 24 (commencing with Section 33000) of the California Health
and Safety Code (the "Redevelopment Law ") and an Indenture of Trust dated as of May 1, 1999, as amended and supplemented as described
herein (the "Indenture "), The 2006 Bonds are being issued to finance redevelopment activities related to the Agency's Moorpark
Redevelopment Project (the "Project Area ").
The 2006 Bonds are special obligations of the Agency and are payable solely from and secured by a pledge of "Tax Revenues" as
described herein, derived primarily from that portion of tax increment revenues attributable to property in the Project Area and allocated to the
Agency pursuant Article 6 of Chapter 6 of the Redevelopment Law . The Agency has previously issued two series of bonds that are payable
from Tax Revenues on a parity with the 2006 Bonds. No funds or properties of the Agency, other than the Tax Revenues are pledged to
secure the 2006 Bonds. The Agency may issue additional obligations payable on a parity with the 2006 Bonds pursuant to the terms of the
Indenture.
The 2006 Bonds are being issued in fully registered form, and when issued, will be registered in the name of Cede & Co., as nominee of
The Depository Trust Company ( "DTC "), New York, New York. DTC will act as securities depository for the 2006 Bonds. Individual purchases
of the 2006 Bonds may be made in book -entry form only, in denominations of $5,000 or any integral multiple thereof. Purchasers of interests
in the 2006 Bonds will not receive certificates representing their interest in the 2006 Bonds purchased.
Interest on the 2006 Bonds will be payable semiannually on April 1 and October 1 of each year, commencing April 1, 2007. Payments of
principal, premium, if any, and interest on the 2006 Bonds will be payable by the Trustee, to DTC, which is obligated in turn to remit such
principal, premium, if any, and interest to the DTC Participants for subsequent disbursement to the Beneficial Owners of the 2006 Bonds, as
more fully described herein.
The 2006 Bonds are subject to optional and mandatory redemption prior to maturity as described herein. See "THE 2006
BONDS — Redemption of the 2006 Bonds" herein.
The scheduled payment of principal of and interest on the 2006 Bonds when due will be guaranteed under a financial guaranty insurance
policy to be issued concurrently with the delivery of the 2006 Bonds by Ambac Assurance Corporation.
[Insurer's logo]
THE BONDS ARE NOT A DEBT, LIABILITY OR OBLIGATION OF THE CITY OF MOORPARK, THE STATE OF CALIFORNIA, OR
ANY OF ITS POLITICAL SUBDIVISIONS OTHER THAN THE AGENCY, AND NEITHER THE CITY, THE STATE NOR ANY OF ITS
POLITICAL SUBDIVISIONS, OTHER THAN THE AGENCY, IS LIABLE THEREFOR. THE PRINCIPAL OF, PREMIUM, IF ANY, AND
INTEREST ON THE BONDS ARE PAYABLE SOLELY FROM TAX REVENUES, AS APPLICABLE, ALLOCATED TO THE AGENCY FROM
THE PROJECT AREA AND AMOUNTS IN CERTAIN FUNDS AND ACCOUNTS HELD UNDER THE INDENTURE. NEITHER THE
AGENCY, THE CITY NOR ANY PERSONS EXECUTING THE BONDS ARE LIABLE PERSONALLY ON THE BONDS BY REASON OF
THEIR ISSUANCE.
This cover page contains certain information for general reference only. It is not intended to be a summary of the security or terms of this
issue. Investors are advised to read the entire Official Statement to obtain information essential to the making of an informed investment
decision. Capitalized terms used and not defined on this cover page shall have the meanings set forth herein.
For a discussion of some of the risks associated with a purchase of the 2006 Bonds, see "RISK FACTORS" herein.
Maturity Schedule
Maturity Date Principal Interest Maturity Date Principal Interest
(October 1) Amount Rate Yield (October 1) Amount Rate Yield
Resolution No. 2006 -170
Page 43
$ _% Term Bonds due October 1, 20_, Price: %
This cover page contains certain information for quick reference only. It is not intended to be a summary of all factors relating to an
investment in the 2006 Bonds. Investors should review the entire Official Statement before making any investment decision.
The 2006 Bonds will be offered when, as and if issued and accepted by the Underwriter, subject to approval as to legality by Jones Hall,
A Professional Law Corporation, San Francisco, California, Bond Counsel, and subject to certain other conditions. Jones Hall, A Professional
Law Corporation is also serving as Disclosure Counsel. It is anticipated that the 2006 Bonds, in book entry form, will be available for delivery
in New York, New York, on or about , 2006.
[PIPER JAFFRAY & CO. LOGO]
Dated: 2006
Preliminary, subject to change.
Resolution No. 2006 -170
Page 44
GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT
Use of Official Statement. This Official Statement is submitted in connection with the offer and
sale of the 2006 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
2006 Bonds.
Estimates and Forecasts. When used in this Official Statement and in any continuing
disclosure by the Agency in any press release and in any oral statement made with the approval of an
authorized officer of the Agency or any other entity described or referenced herein, 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.
Limit of Offering. No dealer, broker, salesperson or other person has been authorized by the
Agency to give any information or to make any representations in connection with the offer or sale of the
2006 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 Agency 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 2006 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 submitted the following statement for
inclusion in this Official Statement: The Underwriter has reviewed the information in this Official
Statement in accordance with, and as a part of, its 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.
Subject to Change; Qualified by Complete Agreements. 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 Agency or any other entity described or referenced herein 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.
Stabilization of Prices. 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 Underwriter may offer and sell the Bonds to certain dealers and others at prices lower than the public
offering prices set forth on the inside cover page hereof and said public offering prices may be changed
from time to time by the Underwriter.
THE 2006 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 2006 BONDS HAVE NOT BEEN REGISTERED OR QUALIFIED
UNDER THE SECURITIES LAWS OF ANY STATE.
Piper Jaffray & Co. Since 1895. Member SIPC & NYSE.
Resolution No. 2006 -170
Page 45
CITY OF MOORPARK
and
REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK
Patrick Hunter, Mayor and Chair
Roseann Mikos, Ph. D., Mayor Pro- Tem and Vice Chair
Clint D. Harper Ph.D., Member
Janice S. Parvin, Member
Keith F. Millhouse, Member
Staff
Steven Kueny, Executive Director and City Manager
Hugh Riley, Assistant City Manager
Barry K. Hogan, Community Development Director
Johnny Ea, Treasurer and Finance Director
Joseph S. Montes, Agency Counsel
David C. Moe, Redevelopment Manager
Deborah S. Traffenstedt, Agency Secretary, City Clerk
BOND RELATED SERVICES
Bond Counsel and Disclosure Counsel
Jones Hall, A Professional Law Corporation
San Francisco, California
Financial Advisor
Urban Futures Incorporated
Orange, California
Trustee
The Bank of New York Trust Company, N.A.
Los Angeles, California
Resolution No. 2006 -170
Page 46
TABLE OF CONTENTS
INTRODUCTION................................................................................................................ ............................... 24
THEFINANCING PLAN .................................................................................................... ...............................
28
TheProjects ....................................................................................................................... .............................28
Estimated Sources and Uses of Funds ........................................................................... .............................28
DebtService Schedule ...................................................................................................... .............................29
THEBONDS ...................................................................................................................... ............................... 30
Description.......................................................................................................................... ...............................
30
OptionalRedemption ......................................................................................................... .............................30
Mandatory Redemption From Sinking Fund Payments .................................................. .............................31
General Redemption Provisions ....................................................................................... .............................32
Book -Entry Only System ................................................................................................... .............................32
SECURITYFOR THE BONDS ......................................................................................... ...............................
35
TaxIncrement Revenue .................................................................................................... .............................35
Pledgeof Tax Revenues ................................................................................................... .............................36
LimitedObligations .........................:.................................................................................. .............................37
Applicationof Tax Revenues ............................................................................................ .............................37
ReserveAccount ............................................................................................................... .............................39
Issuanceof Parity Debt ..................................................................................................... .............................40
Low and Moderate Income Housing ................................................................................ .............................41
Exclusion of Tax Revenues for General Obligation Bonds Debt Service ...................... .............................42
BONDINSURANCE .......................................................................................................... ...............................
42
THE AGENCY AND THE PROJECT AREA .................................................................... ...............................
46
AgencyMembers ............................................................................................................... .............................46
AgencyAdministration ...................................................................................................... .............................46
AgencyPowers .................................................................................................................. .............................46
Outstanding Indebtedness of the Agency ........................................................................ .............................47
TheRedevelopment Plan ................................................................................................. .............................48
TheProject Area ................................................................................................................ .............................48
Developmentin the Project Area ...................................................................................... .............................51
LandUse ............................................................................................................................ .............................51
AssessedValuation ........................................................................................................... .............................52
Allocationof Taxes ............................................................................................................ .............................54
Pass - Through Agreements ............................................................................................... .............................54
AB1290, AB 1342 and SB 211 ........................................................................................ .............................56
AB1290, AB 1342 and SB 211 ........................................................................................ .............................56
Appealsof Assessed Values ............................................................................................ .............................56
Projected Tax Revenues and Estimated Coverage ........................................................ .............................57
Low and Moderate Income Housing ................................................................................ .............................59
RISKFACTORS ................................................................................................................. ...............................
60
Assumptionsand Projections ........................................................................................... .............................60
Reductionin Taxable Value .............................................................................................. .............................60
Reduction in Inflationary Rate .......................................................................................... .............................61
Levyand Collection ........................................................................................................... .............................61
AdditionalBonds ................................................................................................................ .............................61
BankruptcyRisks ............................................................................................................... .............................61
StateBudget; ERAF Shift ................................................................................................. .............................62
AssessmentAppeals ......................................................................................................... .............................62
NaturalDisasters ............................................................................................................... .............................63
HazardousSubstances ..................................................................................................... .............................63
SecondaryMarket ............................................................................................................. .............................64
Lossof Tax Exemption ...................................................................................................... .............................64
LIMITATIONS ON TAX REVENUES ................................................................................ ...............................
64
Property Tax Limitations - Article XIIIA ............................................................................ .............................64
Challengesto Article XIIIA ................................................................................................ .............................65
ImplementingLegislation .................................................................................................. .............................65
Resolution No. 2006 -170
Page 47
Property Tax Collection Procedures ................................................................................ .............................65
UnitaryProperty ................................................................................................................. .............................67
Appropriations Limitations - Article XIIIB ......................................................................... .............................67
Proposition21 .................................................................................................................... .............................68
FutureInitiatives ................................................................................................................ .............................68
LITIGATION........................................................................................................................ ............................... 68
RATINGS............................................................................................................................ ............................... 68
TAXMATTERS .................................................................................................................. ............................... 69
CERTAINLEGAL MATTERS ............................................................................................ ............................... 70
CONTINUINGDISCLOSURE ........................................................................................... ............................... 70
UNDERWRITING............................................................................................................... ............................... 71
FINANCIALADVISOR ....................................................................................................... ............................... 71
MISCELLANEOUS............................................................................................................ ............................... 71
APPENDIX A
- City of Moorpark General Information
APPENDIX B
- Audited Financial Statements of the Agency for
Fiscal Year Ended June 30, 2005
APPENDIX C
- Summary of Certain Provisions of the Indenture
APPENDIX D
- Form of Bond Counsel Opinion
APPENDIX E
- Form of Continuing Disclosure Agreement
APPENDIX F
- Specimen Financial Guaranty Insurance Policy
Resolution No. 2006 -170
Page 48
Area Map
Resolution No. 2006 -170
Page 49
OFFICIAL STATEMENT
$11,190,000*
REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK
Moorpark Redevelopment Project Area
2006 Tax Allocation Bonds
This Official Statement, including the cover page and appendices hereto, is provided to
furnish information in connection with the sale by the Redevelopment Agency of the City of
Moorpark (the "Agency ") of its Moorpark Redevelopment Project Area, 2006 Tax Allocation
Bonds (the "2006 Bonds ") in the aggregate principal amount of $11,190,000 *. This Introduction
contains a brief summary of certain information contained in this Official Statement. It is not
intended to be complete and is qualified by the more detailed information contained elsewhere
in this Official Statement. Definitions of certain terms used in this Official Statement are set
forth in "APPENDIX C - Summary of Certain Provisions of the Indenture."
INTRODUCTION
Authority for Issuance. The Agency is a redevelopment agency existing under the
Community Redevelopment Law of the State of California (the "State "), constituting Part 1 of
Division 24 (commencing with Section 33000) of the California Health and Safety Code, as
amended (the "Redevelopment Law "). The Agency was activated in 1987 by Ordinance of the
City Council of the City of Moorpark (the "City "). The five members of the City Council serve as
the governing body of the Agency and exercise all rights, powers, duties and privileges of the
Agency. See "THE REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK" herein.
The Bonds will initially be purchased by the Moorpark Public Financing Authority (the
"Authority ") pursuant to the Marks -Roos Local Bond Pooling Act of 1985, constituting Article 4
of Chapter 5 of Division 7 of Title 1 (commencing with Section 6584) of the California
Government Code (the "JPA Law "). The Bonds purchased by the Authority will be resold
concurrently to Piper Jaffray & Co., Inc., as underwriter (the "Underwriter ").
Purpose of Issuance. The net proceeds of the 2006 Bonds are expected to be used to
provide funds for the construction of certain public improvements in the Agency's Moorpark
Redevelopment Project Area (the "Project Area "). See "THE FINANCING PLAN - The
Projects."
* Preliminary, subject to change.
-24-
Resolution No. 2006 -170
Page 50
The Project Area. The City Council of the City adopted a redevelopment plan (the
"Redevelopment Plan ") for the Project Area pursuant to Ordinance No. 110, adopted on July 5,
1989. The Redevelopment Plan was amended pursuant to Ordinance No. 111, adopted by the
City Council of the City on July 5, 1989 and pursuant to Ordinance No. 202, adopted by the City
Council of the City on December 14, 1994. The Project Area consists of approximately 1,217
acres and is comprised of primarily commercial and industrial uses. The current (fiscal year
2006 -07) total assessed value of the Project Area is $850,772,925, of which tax increment
revenue is generated from the incremental assessed value of $585,973,938 in excess of the
base year value of $264,798,987. See "THE PROJECT AREA" herein. Assessed valuations in
the Project Area are subject to numerous risks which could result in decreases from those
reported for fiscal year 2006 -07. See "RISK FACTORS" herein.
The 2006 Bonds. The 2006 Bonds are being issued pursuant to the laws of the State,
including the provisions of the Redevelopment Law, Resolution No. , adopted by the
Agency on , 2006 (the "Resolution "), and an Indenture of Trust, dated as of May 1,
1999 (the "1999 Indenture "), as supplemented by' a First Supplemental Indenture of Trust,
dated as of December 1, 2001 (the "First Supplement "), and supplemented by a Second
Supplemental Indenture dated as of December 1, 2006 (the "Second Supplement "), by and
between the Agency and The Bank of New York Trust Company, N.A. (the "Trustee "). The
1999 Indenture, as so supplemented, is referred to herein as the "Indenture ". See "THE 2006
BONDS" herein and "Appendix A – Summary of Certain Provisions of the Indenture" attached
hereto.
The 2006 Bonds are being issued on a parity under the Indenture with the Agency's
outstanding:
• $9,860,000 initial principal amount of Moorpark Redevelopment Project 1999 Tax
Allocation Refunding Bonds (the "1999 Bonds "), and
• $11,625,000 initial principal amount of Moorpark Redevelopment Project 2001
Tax Allocation Bonds (the "2001 Bonds "); and
• with any future parity debt, as permitted by and in accordance with the Indenture
( "Parity Debt ").
See "SECURITY FOR THE BONDS" herein. The 1999 Bonds, the 2001 Bonds, the
2006 Bonds and any additional Parity Debt issued by the Agency in accordance with the
Indenture are referred to herein collectively as the "Bonds."
The 2006 Bonds will be issued in denominations of $5,000 each or integral multiples
thereof. Interest on the 2006 Bonds is payable on each April 1 and October 1, commencing on
April 1, 2007. Interest and principal on the 2006 Bonds are payable by the Trustee to DTC
which will be responsible for remitting such principal and interest to the Participants which will in
turn be responsible for remitting such principal and interest to the Beneficial Owners of the 2006
Bonds. No physical distribution of the 2006 Bonds will be made to the public initially. See "THE
2006 BONDS — Book - Entry-Only System" herein.
Source of Payment for the Bonds. The Bonds are special obligations of the Agency
and are payable from and secured by a pledge of Tax Revenues (as defined herein) and
amounts in certain funds and accounts held under the Indenture.
W42
Resolution No. 2006 -170
Page 51
In California, the financing and refinancing of redevelopment projects may be provided
by the issuance of tax allocation bonds. Such bonds are payable from property taxes collected
within a redevelopment project area attributable to the increase in assessed valuation of
property therein, as explained in greater detail herein. The 2006 Bonds are payable from and
secured by certain tax increment revenues of the Agency constituting Tax Revenues generated
from property in the Project Area. Tax Revenues is defined in the Indenture and generally
includes certain ad valorem property taxes attributable to increases in the assessed valuation of
certain property (except public property and property exempt from taxation) in the Project Area
over that shown on the assessment rolls for the adjusted base year assessment roll, including
that portion of such taxes otherwise required by Section 33334.3 of the Law to be deposited in
the Low and Moderate Income Housing Fund, but only to the extent necessary to repay that
portion of the Bonds and that portion of any Parity Debt issued to finance or refinance amounts
deposited in the Low and Moderate Income Housing Fund, all as described herein under the
caption "SECURITY FOR THE BONDS." Such taxes are eligible for allocation to the Agency
pursuant to the Redevelopment Law in connection with the Project Area.
The Tax Revenues are not subject to the pledge and lien of any indebtedness of the
Agency other than the Bonds issued in accordance with the Indenture, and certain other
obligations which have been made or are by their terms subordinate to the payment of the
Bonds. See "THE AGENCY AND THE PROJECT AREA – Pass - Through Agreements" –
"Outstanding Indebtedness of the Agency" herein. The 2006 Bonds are not payable from, and
are not secured by, any funds of the Agency other than the Tax Revenues and amounts in
certain funds and accounts pledged therefore under the Indenture. See "SECURITY FOR THE
2006 BONDS" herein.
Additional Parity Debt. The Indenture provides that in addition to the 1999 Bonds, the
2001 Bonds and the 2006 Bonds the Agency may, by the execution of a Supplemental
Indenture, provide for the issuance of Parity Debt secured by a lien on Tax Revenues on a
parity with the 1999 Bonds, the 2001 Bonds and the 2006 Bonds to finance or refinance the
Redevelopment Project in such principal amount as shall be determined by the Agency. The
Agency may deliver Parity Debt subject to certain specific conditions set forth in the Indenture.
See "SECURITY FOR THE BONDS — Issuance of Parity Debt." The Agency has satisfied the
requirements of the 1999 Indenture for the issuance of the 2006 Bonds as Parity Debt.
Bond Owners' Risks. Prospective investors should review this Official Statement and
the Appendices hereto in their entirety and should consider certain risk factors associated with
the purchase of the Bonds, some of which have been summarized in the section herein entitled
"RISK FACTORS."
Bond Insurance. Payment of principal of and interest on the 2006 Bonds as the same
shall become due will become secured by a financial guaranty insurance policy to be issued
simultaneously with the issuance of the 2006 Bonds by Ambac Assurance Corporation ( "Ambac
Assurance "). See "BOND INSURANCE" herein and Appendix F – Specimen Financial
Guaranty Insurance Policy" attached hereto.
Miscellaneous. There follows in this Official Statement, which includes the cover page
and Appendices hereto, a brief description of the 2006 Bonds, the Agency, the Tax Revenues,
the Project Area, security for the Bonds, risk factors, limitations on the Tax Revenues, and
certain other information relevant to the issuance of the Bonds. All references herein to the
Indenture are qualified in their entirety by reference to the definitive form thereof, all references
to the Bonds or any series of the Bonds are further qualified by references to the information
with respect thereto contained in the Indenture. A summary of certain provisions of the
-26-
Resolution No. 2006 -170
Page 52
Indenture is included in APPENDIX C. A recent financial statement of the Agency is included in
APPENDIX B. The information set forth herein and in the Appendices hereto has been
furnished by the Agency and includes information which has been obtained from other sources
which are believed to be reliable but is not guaranteed as to accuracy or completeness and is
not to be construed as a representation by the Underwriter. All capitalized terms used herein
and not normally capitalized have the meanings assigned thereto in the Indenture, unless
otherwise stated herein.
The information and expressions of opinion herein speak only as of the date of this
Official Statement and are subject to change without notice. Neither delivery of this Official
Statement nor any sale made hereunder nor any future use of this Official Statement shall,
under any circumstances, create any implication that there has been no change in the affairs of
the Agency since the date hereof.
All financial and other information presented in this Official Statement has been provided
by the Agency or the City from their records, except for information expressly attributed to other
sources. The presentation of information, including table of receipts from tax increment
revenues, is intended to show recent historic information and is not intended to indicate future or
continuing trends in the financial or other affairs of the Agency or the City. No representation is
made that past experience, as it might be shown by such financial and other information, will
necessarily continue or be repeated in the future.
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THE FINANCING PLAN
The Projects
While the Agency does have flexibility related to the expenditure of its bond proceeds, it
is expected that the 2006 Bond proceeds will be expended on public improvements in the
Project Area, including, but not limited to: parks, streets, alleys, landscaping, street lights,
drainage, undergrounding of utility lines, public parking lots, library building, land acquisition,
relocation assistance, and clean up of sites adversely impacted by hazardous materials.
None of the projects financed with proceeds of the 2006 Bonds will constitute security for
the 2006 Bonds.
Estimated Sources and Uses of Funds
The anticipated sources and uses of funds relating to the Bonds are as follows:
Sources:
Principal Amount of the 2006 Bonds
Total Sources
Uses:
Underwriter's Discount
Bond Insurance Premium
2006 Costs of Issuance Fund
Bond Counsel (Jones Hall)
Disclosure Counsel (Jones Hall)
Financial Advisor (Urban Futures, Inc.)
Rating (Standard & Poor's)
Printing (Royce Printing)
Trustee (Bank of New York Trust)
Total Costs of Issuance:
Debt Service Reserve Account
Capitalized Interest Fund
Redevelopment Fund
Total Uses
$77,500
25,000
55,000
12,500
10,000
6,000
$11,190,000
$11,190,000
$123,090
278,938
186,000
564,409
1,480,400
8,557,163
$11,190,000
(1) Includes the Trustee fees, Bond Counsel, Underwriter's Discount, Financial Advisor and Disclosure
Counsel fees, printing costs, rating agency fees, financial guaranty insurance premium and other
related costs.
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Debt Service Schedule
Scheduled debt service on the 2006 Bonds, without regard to any optional redemption,
is shown in the following table. For debt service on the 1999 Bonds and 2001 Bonds, see Table
6 under the caption "THE AGENCY AND THE PROJECT AREA."
Table 1
REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK
Moorpark Redevelopment Project Area
2006 Tax Allocation Bonds
Debt Service Schedule
Bond Year
Ending
(October 1) Principal Interest Total
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THE BONDS
Description
General. The 2006 Bonds will be issued as fully registered bonds, and will bear interest
at the rates, and mature on October 1 on the dates and in the amounts all as set forth on the
cover page of this Official Statement. The 2006 Bonds will be dated their date of delivery.
Interest on the 2006 Bonds will be payable semiannually on April 1 and October 1 of
each year (each an "Interest Payment Date "), commencing April 1, 2007, and will be calculated
on the basis of a 360 -day year composed of twelve 30 -day months. Each 2006 Bond will bear
interest from the Interest Payment Date next preceding the date of authentication thereof
unless: (i) it is authenticated as of an Interest Payment Date; (ii) it is authenticated after a
Regular Record Date (being the fifteenth day of the month preceding any Interest Payment Date
whether or not such day is a Business Day) and before the following Interest Payment Date,
and if the Agency is not in default in the payment of interest due on such Interest Payment Date,
in which event it shall bear interest from such Interest Payment Date; or (iii) it is authenticated
prior to on or before March 15, 2007, in which event it shall bear interest from date of delivery of
the 2006 Bonds.
Interest on the 2006 Bonds will be paid by the Trustee (out of the appropriate funds) by
check mailed by first class mail, postage prepaid on the Interest Payment Date to the registered
owner as his /her name and address appears on the register kept by the Trustee at the close of
business on the Record Date immediately preceding the Interest Payment Date or, upon
request in writing made on or before the Record Date preceding the Interest Payment Date by a
Bondowner of $1,000,000 or more in principal amount of 2006 Bonds, payment will be made on
the Interest Payment Date by wire transfer in immediately available funds to an account in the
United States of America designated by such Bondowner to the Trustee. While the 2006
Bonds are held in the book -entry only system of DTC, all such payments will be made to
Cede & Co., as the registered owner of the 2006 Bonds. Principal of, and redemption
premium (if any), on the 2006 Bonds are payable in lawful money of the United States of
America upon surrender of the 2006 Bonds at maturity or earlier redemption at the corporate
trust office of the Trustee indicated in the Indenture.
Optional Redemption
The 2006 Bonds maturing on or before October 1, , are not subject to optional
redemption prior to maturity. The 2006 Bonds maturing on or after October 1, , are
subject to redemption in whole, or in part among such maturities as shall be determined by the
Agency, and in any case by lot within a maturity, at the option of the Agency, on any date on or
after October 1, , from any available source of funds, at a redemption price (expressed as
a percentage of the principal amount of the 2006 Bonds to be redeemed) as follows, in each
case together with accrued interest thereon to the redemption date.
Redemption Periods Redemption Price
October 1, through September 30,
October 1, through September 30,
October 1, and thereafter
The Agency is required to give the Trustee written notice of its intention to redeem 2006
Bonds and of the annual maturities determined to be redeemed at least forty -five (45) days prior
to the date fixed for such redemption.
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Mandatory Redemption From Sinking Fund Payments
The 2006 Bonds maturing on October 1, 20_, October 1, 20 and October 1, 20_
(collectively, the "Term Bonds ") are subject to mandatory sinking fund redemption in part by lot
on October 1 in each year as set forth in the tables below, from Sinking Account payments
made by the Agency pursuant to the Indenture at a redemption price equal to the principal
amount thereof to be redeemed together with accrued interest thereon to the redemption date,
without premium, or in lieu thereof shall be purchased in whole or in part as described below, in
the aggregate respective principal amounts and on the respective dates as set forth in the
following tables; provided, however, that if some but not all of the 2006 Bonds have been
optionally redeemed, the total amount of all future Sinking Account payments shall be reduced
by the aggregate principal amount of 2006 Bonds so redeemed, to be allocated among the
Sinking Account payments as are thereafter payable on a pro rata basis in integral multiples of
$5,000 as determined by the Agency (notice of which determination shall be given by the
Agency to the Trustee).
Bonds Maturing October 1, 20_
Sinking Fund
Redemption Date Principal Amount
(October 1) To Be Redeemed
Bonds Maturing October 1, 20_
Sinking Fund
Redemption Date Principal Amount
(October 1) To Be Redeemed
Bonds Maturing October 1, 20_
Sinking Fund
Redemption Date Principal Amount
(October 1) To Be Redeemed
In lieu of sinking fund redemption of 2006 Bonds, amounts in the Special Fund
established under the Indenture may also be used and withdrawn by the Agency at any time for
the purchase of 2006 Bonds otherwise required to be redeemed on the following October 1 at
public or private sale as and when and at such prices, as the Agency may in its discretion
determine. The par amount of any of the 2006 Bonds so purchased by the Agency in any
twelve -month period ending on August 1 in any year shall be credited towards and shall reduce
the par amount of the 2006 Bonds otherwise required to be redeemed on the following
October 1.
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General Redemption Provisions
Notice of Redemption. The Trustee on behalf and at the expense of the Agency shall
mail (by first class mail, postage prepaid) notice of any redemption at least thirty (30) but not
more than sixty (60) days prior to the redemption date, to (i) the Owners of any 2006 Bonds
designated for redemption at their respective addresses appearing on the Registration Books,
and (ii) the Securities Depositories and to one or more Information Services designated by the
Agency to the Trustee; but neither failure to receive any such notice nor any defect therein shall
affect the validity of the proceedings for the redemption of such 2006 Bonds or the cessation of
the accrual of interest thereon. Such notice shall state the redemption date and the redemption
price, shall designate the CUSIP number of the 2006 Bonds to be redeemed, and shall require
that such 2006 Bonds be then surrendered at the office of the Trustee for redemption at the
redemption price, giving notice also that further interest on such 2006 Bonds will not accrue
from and after the redemption date.
Notwithstanding the foregoing, in the case of any optional redemption of the 2006
Bonds, the notice of redemption shall state that the redemption is conditioned upon receipt by
the Trustee of sufficient moneys to redeem the 2006 Bonds on the anticipated redemption date,
and that the optional redemption shall not occur if by no later than the scheduled redemption
date sufficient moneys to redeem the 2006 Bonds have not been deposited with the Trustee. In
the event that the Trustee does not receive sufficient funds by the scheduled optional
redemption date to so redeem the 2006 Bonds to be optionally redeemed, the Trustee shall
send written notice to the owners of the 2006 Bonds, to the Securities Depositories and to one
or more of the Information Services to the effect that the redemption did not occur as
anticipated, and the 2006 Bonds for which notice of optional redemption was given shall remain
Outstanding for all purposes of the Indenture.
Partial Redemption of Bonds. In the event only a portion of any 2006 Bond is called for
redemption, then upon surrender of such 2006 Bond the Agency shall execute and the Trustee
shall authenticate and deliver to the Owner thereof, at the expense of the Agency, a new 2006
Bond or 2006 Bonds of the same interest rate and maturity, of authorized denominations, in
aggregate principal amount equal to the unredeemed portion of the 2006 Bond to be redeemed.
Effect of Redemption. From and after the date fixed for redemption, if notice of
redemption shall have been duly mailed and funds available for the payment of the redemption
price of and interest on the Bands so called for redemption shall have been duly provided, such
2006 Bonds so called shall cease to be entitled to any benefit under the Indenture other than
the right to receive payment of the redemption price and accrued interest to the redemption
date, and no interest shall accrue thereon from and after the redemption date specified in such
notice.
Manner of Redemption. Whenever any 2006 Bonds or portions thereof are to be
selected for redemption by lot, the Trustee shall make such selection, in such manner as the
Trustee deems appropriate. All 2006 Bonds redeemed or purchased pursuant to the Indenture
shall be canceled.
Book -Entry Only System
The information contained herein concerning The Depository Trust Company ( "DTC "),
New York, New York, and DTC's book -entry system has been obtained from DTC and the
Agency takes no responsibility for the completeness or accuracy thereof. The Agency cannot
and does not give any assurances that DTC, DTC Participants or Indirect Participants will
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distribute to the Beneficial Owners (a) payments of interest, principal or premium, if any, with
respect to the 2006 Bonds, (b) certificates representing ownership interest in or other
confirmation of ownership interest in the 2006 Bonds, or (c) redemption or other notices sent to
DTC or Cede & Co., its nominee, as the registered owner of the 2006 Bonds, or that they will so
do on a timely basis, or that DTC, DTC 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.
DTC, New York, New York, will act as securities depository for the 2006 Bonds. The
2006 Bonds 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 maturity of
the 2006 Bonds, each in the aggregate principal amount of such maturity, and will be deposited
with DTC.
DTC, the world's largest 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 2 million issues of U.S. and non -U.S. equity issues,
corporate and municipal debt issues, and money market instruments from over 85 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, in turn, is owned
by a number of Direct Participants of DTC and Members of the National Securities Clearing
Corporation, Government Securities Clearing Corporation, MBS Clearing Corporation, and
Emerging Markets Clearing Corporation, (respectively, "NSCC ", "GSCC ", "MBSCC ", and
"EMCC ", also subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc., the
American Stock Exchange LLC, and the National Association of Securities Dealers, Inc. 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 Standard & Poor's highest rating: AAA. 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.
Purchases of the 2006 Bonds under the DTC system must be made by or through Direct
Participants, which will receive a credit for the 2006 Bonds 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 2006 Bonds 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
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the 2006 Bonds, except in the event that use of the book -entry system for the 2006 Bonds is
discontinued.
To facilitate subsequent transfers, all 2006 Bonds 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 the 2006 Bonds
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 2006 Bonds; DTC's records reflect only the identity of the Direct Participants to
whose accounts such 2006 Bonds 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.
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 the 2006
Bonds may wish to take certain steps to augment the transmission to them of notices of
significant events with respect to the 2006 Bonds, such as redemptions, tenders, defaults, and
proposed amendments to the Security documents. For example, Beneficial Owners of the 2006
Bonds may wish to ascertain that the nominee holding the 2006 Bonds 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.
Redemption notices shall be sent to DTC. If less than all of the 2006 Bonds 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.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with
respect to the 2006 Bonds unless authorized by a Direct Participant in accordance with DTC's
Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the issuer as soon as
possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting
rights to those Direct Participants to whose accounts the 2006 Bonds are credited on the record
date (identified in a listing attached to the Omnibus Proxy).
Payments of principal of, premium, if any, and interest evidenced by the 2006 Bonds 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 the District or the Paying 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 (nor
its nominee), the Paying Agent, or the District, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment of principal of premium, if any, and
interest evidenced by the 2006 Bonds to Cede & Co. (or such other nominee as may be
requested by an authorized representative of DTC) is the responsibility of the District or the
Paying 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.
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DTC may discontinue providing its services as depository with respect to the 2006
Bonds at any time by giving reasonable notice to the County or the Paying Agent. Under such
circumstances, in the event that a successor depository is not obtained, Security certificates are
required to be printed and delivered.
The Agency may decide to discontinue use of the system of book -entry transfers through
DTC (or a successor securities depository). In that event, 2006 Bond certificates will be printed
and delivered.
In the event that the book -entry system is discontinued as described above, the
requirements of the Indenture will apply. The foregoing information concerning DTC and DTC's
book -entry system has been provided by DTC, and neither the District nor the Paying Agent
take any responsibility for the accuracy thereof.
Neither the Agency nor the Underwriter can and do not give any assurances that DTC,
the Participants or others will distribute payments of principal, interest or premium, if any,
evidenced by the Bonds paid to DTC or its nominee as the registered owner, or will distribute
any redemption notices or other notices, to the Beneficial Owners, or that they will do so on a
timely basis or will serve and act in the manner described in this Official Statement. Neither the
Agency nor the Underwriter is responsible or liable for the failure of DTC or any Participant to
make any payment or give any notice to a Beneficial Owner with respect to the 2006 Bonds or
an error or delay relating thereto.
SECURITY FOR THE BONDS
Tax Increment Revenue
Tax Allocations. The Redevelopment Law provides a means for financing redevelopment
projects based upon an allocation of taxes collected within a project area. The taxable valuation
of a project area last equalized prior to adoption of the redevelopment plan, or base roll, is
established in the base year. Thereafter, except for any period during which the taxable
valuation drops below the base year level, the taxing bodies receive the taxes produced by the
levy of the then - current tax rate upon the base roll. Taxes collected upon any increase in
taxable valuation over the base roll (with the exception of taxes derived from increases in the
tax rate imposed by taxing agencies to support new bonded indebtedness) are allocated to the
redevelopment agency and may be pledged to the repayment of any indebtedness incurred in
financing or refinancing redevelopment. Redevelopment agencies themselves have no authority
to levy property taxes and must look exclusively to such allocation of taxes. Currently, such
taxes are collected by Ventura County (the "County ") and paid to the affected entities.
As provided in the Redevelopment Plan for the Project Area, and pursuant to Article 6 of
Chapter 6 of the Law and Section 16 of Article XVI of the State Constitution, taxes levied upon
taxable property in the Project Area each year by or for the benefit of the State, cities, counties,
districts or other public corporations (collectively, the "Taxing Agencies "), for fiscal years
beginning after the effective date of the Redevelopment Plan, will be divided as follows:
(1) To taxing agencies: The portion equal to the amount of those taxes which would
have been produced by the current tax rate, applied to the taxable valuation of such property in
the redevelopment project area as last equalized prior to the establishment of the
redevelopment project, or base roll, is paid into the funds of those respective taxing agencies as
taxes by or for said taxing agencies; and
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(2) To the Agency: The portion of said levied taxes each year in excess of the
amount referred to in (1) above is allocated to, and when collected, is paid into the Special Fund
of the Agency; provided that portion of the taxes identified in (1) above which are attributable to
a tax rate levied by a taxing agency to pay indebtedness approved by the voters of that taxing
agency on or after January 1, 1989, shall be allocated to, and when collected shall be paid into,
the fund of such taxing agency. Such excess is referred to as "Tax Increment Revenues."
Housing Set -Aside Amounts. The Law requires generally that, unless a specified finding
is made, redevelopment agencies set aside 20% of all Tax Increment Revenues (as described
above) derived from redevelopment project areas into a low and moderate income housing fund
(the "Low and Moderate Income Housing Fund "), to be used for the purpose of increasing,
improving and or preserving the supply of low and moderate income housing. Sections 33334.2
and 33334.6 of the Law dictate the low and moderate income housing set -aside requirement for
the Project Area. See "THE AGENCY AND THE PROJECT AREA — Low and Moderate Income
Housing" herein.
Pledge of Tax Revenues
Pursuant to the Indenture, all right, title and interest of the Agency in Tax Revenues
payable to or receivable by the Agency under the California Constitution, the Law and other
applicable laws, are assigned and pledged to secure the payment of principal of and interest on
the Bonds. The Indenture defines the term "Tax Revenues" as all taxes pledged and annually
allocated within the Plan Limit, following the Closing Date, and paid to the Agency with respect
to the Project Area pursuant to Article 6 of Chapter 6 (commencing with section 33670) of the
Law and section 16 of Article XVI of the Constitution of the State, or pursuant to other applicable
State laws, and as provided in the Redevelopment Plan, and all payments, subventions and
reimbursements, if any, to the Agency specifically attributable to ad valorem taxes lost by
reason of tax exemptions and tax rate limitations, and including that portion of such taxes
otherwise required by section 33334.3 of the Law to be deposited in the Low and Moderate
Income Housing Fund, but only to the extent necessary to repay that portion of the Bonds, if
any, and that portion of any Parity Debt (including applicable reserves and financing costs)
issued to finance amounts deposited in the Low and Moderate Income Housing Fund for use
pursuant to section 33334.2 of the Law to increase or improve the supply of low and moderate
income housing within or of benefit to the Project Area; but excluding all other amounts of such
taxes (if any) (i) beginning in Fiscal Year 1998 -99 which are required to be deposited into the
Low and Moderate Income Housing Fund of the Agency as a repayment of amounts transferred
therefrom pursuant to sections 33681 and 33681.5 of the Law for deposit in the Educational
Revenue Augmentation Fund created pursuant to section 97.03 of the California Revenue and
Taxation Code, (ii) required to be deposited into the Low and Moderate Income Housing Fund of
the Agency pursuant to section 33334.3 of the Law for increasing and improving the supply of
low and moderate income housing, (iii) amounts payable by the State to the Agency under and
pursuant to Chapter 1.5 of Part 1 of Division 4 of Title 2 (commencing with section 16110) of the
California Government Code, and (iv) payable by the Agency under the Pass - Through
Agreements except and to the extent that any amounts so payable are payable on a basis
subordinate to the payment of the Bonds or to the payment of Parity Debt, as applicable.
Except as otherwise provided in the Indenture, the Agency is not obligated to transfer to
the Trustee for deposit in the Special Fund in any Bond Year an amount of Tax Revenues
which, together with other available amounts in the Special Fund, exceeds the amounts
required in such Bond Year pursuant to the Indenture. After the amount on deposit in the
Special Fund equals the aggregate amount required to be deposited into the Interest Account,
the Principal Account, the Sinking Account and the Reserve Account in such Bond Year
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pursuant to the Indenture, all additional Tax Revenues received during such Bond Year shall be
released from the pledge and lien of the Indenture and may be used for any lawful purpose of
the Agency.
The Agency has no power to levy and collect property taxes, and any property tax
limitation, legislative measure, voter initiative or provision of additional sources of income to
taxing agencies having the effect of reducing the property tax rate or collections, could reduce
the amount of Tax Revenues that would otherwise be available to pay the principal of, and
interest on, the 2006 Bonds. Likewise, broadened property tax exemptions could have a similar
effect. See "RISK FACTORS" herein.
Limited Obligations
THE PRINCIPAL OF AND INTEREST AND PREMIUM, IF ANY, ON THE 2006 BONDS
ARE PAYABLE SOLELY FROM TAX REVENUES AND FROM AMOUNTS IN CERTAIN
FUNDS AND ACCOUNTS PLEDGED THEREFORE UNDER AND PURSUANT TO THE
INDENTURE. THE 2006 BONDS ARE NOT A DEBT OF THE CITY, OR THE STATE OR ANY
POLITICAL SUBDIVISION OF THE STATE (OTHER THAN THE AGENCY TO THE LIMITED
EXTENT SET FORTH IN THE INDENTURE), AND NEITHER THE CITY NOR THE STATE OR
ANY OF ITS POLITICAL SUBDIVISIONS (OTHER THAN THE AGENCY), IS LIABLE
THEREFOR. THE 2006 BONDS DO NOT CONSTITUTE AN INDEBTEDNESS WITHIN THE
MEANING OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMIT OR RESTRICTION.
NEITHER THE MEMBERS OF THE AGENCY NOR ANY PERSON RESPONSIBLE FOR THE
EXECUTION OF THE 2006 BONDS IS LIABLE PERSONALLY FOR THE 2006 BONDS BY
REASON OF THE ISSUANCE THEREOF.
Application of Tax Revenues
Under the Indenture there is established a special fund known as the "Special Fund,"
which is held by the Agency. The Agency is required under the Indenture to transfer all of the
Tax Revenues received in any Bond Year (October 2 to October 1 of each year) to the Special
Fund promptly upon receipt thereof by the Agency; provided, that the Agency will not be
obligated to deposit in the Special Fund in any Bond Year an amount of Tax Revenues which,
together with other available amounts then in the Special Fund, exceeds the amounts required
to be transferred to the Trustee for deposit in the Interest Account, Principal Account, Sinking
Account and the Reserve Account in such Bond Year as described below. After the amount on
deposit in the Special Fund equals the aggregate amount required to be deposited into the
Interest Account, the Principal Account, the Sinking Account and the Reserve Account in such
Bond Year as described below, all additional Tax Revenues received during such Bond Year
will be released from the pledge and lien of the Indenture and may be used for any lawful
purpose of the Agency.
Prior to the payment in full of principal of and interest and redemption premium (if any)
on the Bonds and the payment in full of all other amounts payable under the Indenture and
under any Supplemental Indenture, the Agency will not have any beneficial right or interest in
the moneys on deposit in the Special Fund, except only as in the Indenture provided, and such
moneys will be used and applied as set forth in the Indenture.
Under the Indenture there is established a trust fund known as the "Debt Service
Fund ", which is held by the Trustee in trust. Moneys in the Special Fund are required to be
transferred by the Agency to the Trustee in the following amounts, at the following times, for
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deposit by the Trustee in the following respective accounts within the Debt Service Fund, which
are held by the Trustee, and in the following order of priority:
Interest Account. On or before the fifth Business Day prior to each Interest Payment
Date, the Agency will withdraw from the Special Fund and transfer to the Trustee for deposit in
the Interest Account an amount which, when added to the amount contained in the Interest
Account on that date (including an amount, if any, transferred from the Redevelopment Fund),
will be equal to the aggregate amount of the interest becoming due and payable on the
Outstanding Bonds on such Interest Payment Date. No such deposit need be made to the
Interest Account if the amount contained therein is at least equal to the interest to become due
on the next succeeding Interest Payment Date. All moneys in the Interest Account are required
to be used and withdrawn by the Trustee solely for the purpose of paying the interest on the
Bonds as it becomes due and payable (including accrued interest on any Bonds purchased or
redeemed prior to maturity pursuant to the Indenture).
Principal Account. On or before the fifth Business Day prior to each October 1, the
Agency will withdraw from the Special Fund and transfer to the Trustee for deposit in the
Principal Account an amount which, when added to the amount contained in the Principal
Account on that date, will be equal to the aggregate amount of the principal becoming due and
payable on the Outstanding Bonds on the next October 1. No such deposit need be made to the
Principal Account if the amount contained therein is at least equal to the interest to become due
on the next succeeding October 1. All moneys in the Principal Account are required to be used
and withdrawn by the Trustee solely for the purpose of paying the principal on the Bonds as it
becomes due and payable.
Sinking Account. On or before the fifth Business Day prior to each October 1 on which
any Outstanding Term Bonds are subject to mandatory sinking account redemption, the Agency
will withdraw from the Special Fund and transfer to the Trustee for deposit in the Sinking
Account an amount which, when added to the amount then contained in the Sinking Account,
will be equal to the aggregate principal amount of Term Bonds required to be redeemed on the
next succeeding October 1. All moneys on deposit in the Sinking Account are required to be
used and withdrawn by the Trustee for the sole purpose of redeeming or purchasing (in lieu of
redemption) Term Bonds.
Reserve Account. In the event that the amount on deposit in the Reserve Account at any
time becomes less than the Reserve Requirement, the Trustee (to the extent known to it) will
promptly notify the Agency of such fact. Promptly upon receipt of any such notice, the Agency is
obligated to transfer to the Trustee an amount sufficient to maintain the Reserve Requirement
on deposit in the Reserve Account. All moneys in the Reserve Account are required to be used
and withdrawn by the Trustee solely for the purpose of making transfers to the Interest Account,
the Principal Account and the Sinking Account, in such order of priority, in the event of any
deficiency at any time in any of such accounts or for the retirement of all the Bonds then
Outstanding, except that so long as the Agency is not in default under the Indenture, any
amount in the Reserve Account in excess of the Reserve Requirement will be withdrawn by the
Trustee from the Reserve Account semiannually and deposited in the Interest Account.
The Agency shall have the right at any time to release funds from the Reserve Account,
in whole or in part, by tendering to the Trustee: (i) a Qualified Reserve Account Credit
Instrument, (ii) an opinion of Bond Counsel retained by the Agency stating that neither the
release of such funds nor the acceptance of such Qualified Reserve Account Credit Instrument
will cause interest on the Bonds to become includable in gross income for purposes of federal
income taxation. Upon tender of such items to the Trustee, and upon delivery by the Agency to
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the Trustee of written calculation of the amount permitted to be released from the Reserve
Account (upon which calculation the Trustee may conclusively rely), the Trustee shall transfer
such funds from the Reserve Account to the Agency free and clear of the lien of this Indenture.
The Trustee shall comply with all documentation relating to a Qualified Reserve Account Credit
Instrument as shall be required to maintain such Qualified Reserve Account Credit Instrument in
full force and effect and as shall be required to receive payments thereunder in the event and to
the extent required to make any payment when and as required under this subsection (d).
At least fifteen (15) days prior to the expiration of any Qualified Reserve Account Credit
Instrument, the Agency shall be obligated either (i) to replace such Qualified Reserve Account
Credit Instrument with a new Qualified Reserve Account Credit Instrument, or (ii) to deposit or
cause to be deposited with the Trustee an amount of funds such that the amount on deposit in
the Reserve Account is equal to the Reserve Requirement (without taking into account such
expiring Qualified Reserve Account Credit Instrument). In the event that the Agency shall fail to
take action as specified in clause (i) or (ii) of the preceding sentence, the Trustee shall, prior to
the expiration thereof, draw upon the Qualified Reserve Account Credit Instrument in full and
deposit the proceeds of such draw in the Reserve Account.
In the event that the Reserve Requirement shall at any time be maintained in the
Reserve Account in the form of a combination of cash and a Qualified Reserve Account Credit
Instrument, the Trustee shall apply the amount of such cash to make any payment required to
be made from the Reserve Account before the Trustee shall draw any moneys under such
Qualified Reserve Account Credit Instrument for such purpose. In the event that the Trustee
shall at any time draw funds under a Qualified Reserve Account Credit Instrument to make any
payment then required to be made from the Reserve Account, the Tax Revenues thereafter
received by the Trustee, to the extent remaining after making the other deposits (if any) then
required to be made pursuant to the Indenture, shall be used to reinstate the Qualified Reserve
Account Credit Instrument.
Redemption Account. On or before the fifth Business Day preceding any date on which
Bonds are to be redeemed pursuant to optional redemption, the Agency will withdraw from the
Special Fund and transfer to the Trustee for deposit in the Redemption Account an amount
required to pay the principal of and premium, if any, on the Bonds to be redeemed on such date,
taking into account any funds then on deposit in the Redemption Account. The Trustee will also
deposit in the Redemption Account any other amounts received by it from the Agency
designated by the Agency in writing to be deposited in the Redemption Account. All moneys in
the Redemption Account are required to be used and withdrawn by the Trustee solely for the
purpose of paying the principal of and premium, if any, on the Bonds to be redeemed pursuant
to optional redemption on the respective dates set for such redemption.
Reserve Account
Pursuant to the Indenture, a reserve account (the "Reserve Account ") has been
established and is held by the Trustee in trust for the benefit of the Agency and the registered
owners of the Bonds. The amount on deposit in the Reserve Account is required to be
maintained at an amount equal to the Reserve Requirement. The term "Reserve Requirement"
means, annually as of October 1, an amount equal to Maximum Annual Debt Service on all
Outstanding Bonds and any Parity Debt.
In the event that the amount on deposit in the Reserve Account at any time becomes
less than the Reserve Requirement, the Trustee will promptly notify the Agency of such
deficiency. Promptly upon receipt of arty such notice, the Agency will transfer to the Trustee an
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amount of available Tax Revenues sufficient to maintain the Reserve Requirement on deposit in
the Reserve Account.
Amounts in the Reserve Account shall be used and withdrawn by the Trustee solely for
the purpose of making transfers to the Interest Account, the Principal Account and the Sinking
Account established under the Indenture, in such order of priority, on any date on which Bonds
are payable in the event of any deficiency at any time in any of such accounts. So long as no
Event of Default (as defined in the Indenture) shall have occurred and be continuing, any
amount in the Reserve Account in excess of the Reserve Requirement preceding each Interest
Payment Date will be withdrawn from the Reserve Account by the Trustee and deposited in the
Interest Account established under the Indenture on or before the Interest Payment Date.
The Indenture permits the Agency to substitute at any time in lieu of or substitution for all
or any portion of the Reserve Requirement certain forms of credit enhancement. See
"SECURITY FOR THE BONDS — Application of Tax Revenues — Reserve Account" above.
Issuance of Parity Debt
Pursuant to the Indenture, in addition to the 1999 Bonds, the 2001 Bonds and the 2006
Bonds, the Agency may, by Supplemental Indenture, issue or incur Parity Debt payable from
Tax Revenues on a parity with the Bonds to finance the Project in such principal amount as will
be determined by the Agency. The Agency may issue and deliver any such Parity Debt subject
to the following specific conditions, all of which are conditions under the Indenture precedent to
the issuance and delivery of such Parity Debt:
(a) The Agency shall be in compliance with all covenants set forth in the Indenture
and all Supplemental Indentures.
(b) The Tax Revenues for the then current Fiscal Year based on assessed valuation
of property in the Project Area as evidenced in written documentation from an appropriate
official of the County, plus, at the option of the Agency, the Additional Allowance (as defined
below) shall be at least equal to one hundred twenty -five percent (125 %) of Maximum Annual
Debt Service on all Bonds and Parity Debt which will be Outstanding following the issuance of
such Parity Debt; provided that, if the Agency proposes to issue variable rate Parity Debt, the
interest on such Parity Debt shall be assumed to be the maximum interest rate allowable under
document authorizing such Parity Debt, unless an Ambac Assurance (as the insurer of the 1999
Bonds and the 2001 Bonds) approved interest rate hedging device is utilized.
(c) The Supplemental Indenture providing for the issuance of such Parity Debt will
provide that:
(i) Interest on said Parity Debt will be payable on April 1 and October 1 in each year
of the term of such Parity Debt except the first twelve month period, during which interest may
be payable on any April 1 or October 1; and
(ii) The principal of such Parity Debt will be payable on October 1 in any year in
which principal is payable.
(d) The Supplemental Indenture providing for the issuance of such Parity Debt may
provide for the establishment of separate funds and accounts;
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(e) The aggregate amount of the principal of and interest on all Outstanding Bonds
and Subordinate Debt coming due and payable following the issuance of such Parity Debt will
not exceed the maximum amount of Tax Revenues permitted under the Plan Limit to be
allocated and paid to the Agency following the issuance of such Parity Debt;
(f) An opinion of Bond Counsel stating (i) that the Supplemental Indenture relating to
the Parity Debt is valid and enforceable in accordance with its terms (ii) that such Supplemental
Indenture creates a valid pledge of that which it purports to pledge, and (iii) that the total
principal amount of Parity Debt to be issued or incurred and then Outstanding will not exceed
any limit imposed by law.
(g) The Supplemental Indenture providing for the issuance of such Parity Debt shall
provide for the deposit into the Reserve Account of an amount required to cause the balance
therein to equal the full amount of the Reserve Requirement or shall make provision for a
Qualified Reserve Account Credit Instrument in lieu of cash - funding the Reserve Account, or a
combination of cash and a Qualified Reserve Account Credit Instrument.
(h) The Agency shall obtain an opinion of an Independent Redevelopment
Consultant stating that Pass - Through Agreements are not reasonably expected to be impacted
by the Parity Debt.
(i) The Agency will deliver to the Trustee a certificate of the Agency certifying that
the conditions precedent to the issuance of such Parity Debt set forth in paragraphs (a) through
(h) above have been satisfied.
"Additional Allowance" is generally defined under the Indenture as the amount of Tax
Revenues which, as shown in the report of an Independent Redevelopment Consultant, are
estimated to be receivable by the Agency in the next succeeding Fiscal Year as a result of
increases in the assessed valuation of taxable property in the Project Area due to either (i)
construction which has been completed but has not yet been reflected on the tax roll, or (ii)
transfer of ownership or any other interest in real property, which is not then reflected on the tax
rolls. For purposes of such definition, the term "increases in the assessed valuation" means the
amount by which the assessed valuation of taxable property in the Project Area in the next
succeeding Fiscal Year is estimated to exceed the assessed valuation of taxable property in the
Project Area (as reported by the County Auditor - Controller) in the Fiscal Year in which such
calculation is made.
Low and Moderate Income Housing
Chapter 1337, Statutes of 1976, added Sections 33334.2 and 33334.3 to the Law
requiring redevelopment agencies to set -aside 20 percent of all tax increment derived from
redevelopment project areas adopted after December 31, 1976 in a low and moderate income
housing fund. This low and moderate income housing requirement could be reduced or
eliminated if a redevelopment agency finds that: (a) no need exists in the community to improve
or increase the supply of low and moderate income housing; (b) that some stated percentage
less than 20 percent of the tax increment is sufficient to meet the housing need; or (c) that other
substantial efforts, including the obligation of funds from state, local and federal sources for low
and moderate income housing of equivalent impact are being provided for in the community,,
(the low and moderate income housing requirement may not be reduced pursuant to finding in
this third clause after June 30, 1993).
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The Agency has historically, and intends to, annually set aside in its low and moderate
income housing fund 20% of the gross tax increment revenues allocated to the Agency with
respect to the Project Area. The Tax Revenues do not include tax increment set aside monies
pursuant to the Agency's 20% low and moderate income housing set aside requirement.
Exclusion of Tax Revenues for General Obligation Bonds Debt Service
An initiative to amend the California Constitution entitled "Property Tax Revenues
Redevelopment Agencies" was approved by California voters at the November 8, 1988 general
election. Under prior law, a redevelopment agency using tax increment revenue received
additional property tax revenue whenever a local government increased its property tax rate to
pay off its general obligation bonds. This initiative amended the California Constitution to allow
the California Legislature to prohibit redevelopment agencies from receiving any of the property
tax revenues raised by increased property tax rates imposed by local governments to make
payments on their bonded indebtedness. The initiative only applies to tax rates levied to finance
general obligation bonds approved by the voters on or after January 1, 1989. Any revenue
reduction to redevelopment agencies would depend on the number and value of the general
obligation bonds approved by voters in prior years, which tax rate will reduce due to increased
valuation subject to the tax or the retirement of the indebtedness.
BONDINSURANCE
Payment Pursuant to Financial Guaranty Insurance Policy
Ambac Assurance has made a commitment to issue a financial guaranty insurance
policy (the "Financial Guaranty Insurance Policy ") relating to the 2006 Bonds effective as of
the date of issuance of the 2006 Bonds. Under the terms of the Financial Guaranty Insurance
Policy, Ambac Assurance will pay to The Bank of New York, in New York, New York or any
successor thereto (the "Insurance Trustee ") that portion of the principal of and interest on the
2006 Bonds which shall become Due for Payment but shall be unpaid by reason of Nonpayment
by the Obligor (as such terms are defined in the Financial Guaranty Insurance Policy). Ambac
Assurance will make such payments to the Insurance Trustee on the later of the date on which
such principal and interest becomes Due for Payment or within one business day following the
date on which Ambac Assurance shall have received notice of Nonpayment from the Trustee.
The insurance will extend for the term of the 2006 Bonds and, once issued, cannot be canceled
by Ambac Assurance.
The Financial Guaranty Insurance Policy will insure payment only on stated maturity
dates and on mandatory sinking fund installment dates, in the case of principal, and on stated
dates for payment, in the case of interest. If the 2006 Bonds become subject to mandatory
redemption and insufficient funds are available for redemption of all outstanding 2006 Bonds,
Ambac Assurance will remain obligated to pay principal of and interest on outstanding 2006
Bonds on the originally scheduled interest and principal payment dates including mandatory
sinking fund redemption dates. In the event of any acceleration of the principal of the 2006
Bonds, the insured payments will be made at such times and in such amounts as would have
been made had there not been an acceleration, except to the extent that Ambac Assurance
elects, in its sole discretion, to pay all or a portion of the accelerated principal and interest
accrued thereon to the date of acceleration (to the extent unpaid by the Obligor). Upon
payment of all such accelerated principal and interest accrued to the acceleration date, Ambac
Assurance's obligations under the Bond Insurance Policy shall be fully discharged.
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In the event the Trustee has notice that any payment of principal of or interest on a 2006
Bond which has become Due for Payment and which is made to a Holder by or on behalf of the
Obligor has been deemed a preferential transfer and theretofore recovered from its registered
owner pursuant to the United States Bankruptcy Code in accordance with a final, nonappealable
order of a court of competent jurisdiction, such registered owner will be entitled to payment from
Ambac Assurance to the extent of such recovery if sufficient funds are not otherwise available.
The Financial Guaranty Insurance Policy does not insure any risk other than
Nonpayment, as defined in the Policy. Specifically, the Financial Guaranty Insurance Policy
does not cover:
1. payment on acceleration, as a result of a call for redemption (other than mandatory
sinking fund redemption) or as a result of any other advancement of maturity.
2. payment of any redemption, prepayment or acceleration premium.
3. nonpayment of principal or interest caused by the insolvency or negligence of any
Trustee, Paying Agent or Bond Registrar, if any.
If it becomes necessary to call upon the Financial Guaranty Insurance Policy, payment
of principal requires surrender of 2006 Bonds to the Insurance Trustee together with an
appropriate instrument of assignment so as to permit ownership of such 2006 Bonds to be
registered in the name of Ambac Assurance to the extent of the payment under the Financial
Guaranty Insurance Policy. Payment of interest pursuant to the Financial Guaranty Insurance
Policy requires proof of Holder entitlement to interest payments and an appropriate assignment
of the Holder's right to payment to Ambac Assurance.
Upon payment of the insurance benefits, Ambac Assurance will become the owner of
the 2006 Bond's, appurtenant coupon, if any, or right to payment of principal or interest on such
2006 Bond and will be fully subrogated to the surrendering Holder's rights to payment.
In the event that Ambac Assurance were to become insolvent, any claims arising under
the Policy would be excluded from coverage by the California Insurance Guaranty Association,
established pursuant to the laws of the State of California.
Ambac Assurance Corporation
Ambac Assurance Corporation ( "Ambac Assurance ") is a Wisconsin - domiciled stock
insurance corporation regulated by the Office of the Commissioner of Insurance of the State of
Wisconsin and licensed to do business in 50 states, the District of Columbia, the Territory of
Guam, the Commonwealth of Puerto Rico and the U.S. Virgin Islands, with admitted assets of
approximately $9,599,000,000 (unaudited) and statutory capital of $6,000,000,000 (unaudited)
as of June 30, 2006. Statutory capital consists of Ambac Assurance's policyholders' surplus
and statutory contingency reserve. Standard & Poor's Credit Markets Services, a Division of
The McGraw -Hill Companies, Moody's Investors Service and Fitch Ratings have each assigned
a triple -A financial strength rating to Ambac Assurance.
Ambac Assurance has obtained a ruling from the Internal Revenue Service to the effect
that the insuring of an obligation by Ambac Assurance will not affect the treatment for federal
income tax purposes of interest on such obligation and that insurance proceeds representing
maturing interest paid by Ambac Assurance under policy provisions substantially identical to
those contained in its financial guaranty insurance policy shall be treated for federal income tax
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purposes in the same manner as if such payments were made by the Obligor of the 2006
Bonds.
Ambac Assurance makes no representation regarding the 2006 Bonds or the advisability
of investing in the 2006 Bonds and makes no representation regarding, nor has it participated in
the preparation of, the Official Statement other than the information supplied by Ambac
Assurance and presented under the heading "FINANCIAL GUARANTY INSURANCE."
Available Information
The parent company of Ambac Assurance, Ambac Financial Group, Inc. (the
"Company "), is subject to the informational requirements of the Securities Exchange Act of
1934, as amended (the "Exchange Act "), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission (the "SEC ").
These reports, proxy statements and other information can be read and copied at the SEC's
public reference room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call
the SEC at 1- 800 - SEC -0330 for further information on the public reference room. The SEC
maintains an internet site at http: / /www.sec.gov that contains reports, proxy and information
statements and other information regarding companies that file electronically with the SEC,
including the Company. These reports, proxy statements and other information can also be
read at the offices of the New York Stock Exchange, Inc. (the "NYSE "), 20 Broad Street, New
York, New York 10005.
Copies of Ambac Assurance's financial statements prepared in accordance with
statutory accounting standards are available from Ambac Assurance. The address of Ambac
Assurance's administrative offices and its telephone number are One State Street Plaza, 19th
Floor, New York, New York 10004 and (212) 668 -0340.
Incorporation of Certain Documents by Reference
The following documents filed by the Company with the SEC (File No. 1- 10777) are
incorporated by reference in this Official Statement:
1. The Company's Annual Report on Form 10 -K for the fiscal year ended December 31,
2005 and filed on March 13, 2006;
2. The Company's Current Report on Form 8 -K dated and filed on April 26, 2006;
3. The Company's Quarterly Report on Form 10 -Q for the fiscal quarterly period ended
March 31, 2006 and filed on May 10, 2006;
4. The Company's Current Report on Form 8 -K dated July 25, 2006 and filed on July 26,
2006;
5. The Company's Current Report on Form 8 -K dated and filed on July 26, 2006;
6. The Company's Quarterly Report on Form 10 -Q for the fiscal quarterly period ended
June 30, 2006 and filed on August 9, 2006;
7. The Company's Current Report on Form 8 -K dated and filed on October 25, 2006; and
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8. The Company's Quarterly Report on Form 10 -Q for the fiscal quarterly period ended
September 30, 2006 and filed on November 8, 2006.
All documents subsequently filed by the Company pursuant to the requirements of the
Exchange Act after the date of this Official Statement will be available for inspection in the same
manner as described above in "Available Information ".
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THE AGENCY AND THE PROJECT AREA
Agency Members
The Redevelopment Agency of the City of Moorpark was activated in 1987, by
Ordinance of the City Council pursuant to the Community Redevelopment Law of California,
now codified as Part 1 of Division 24 of the State of California Health and Safety Code. The five
members of the City Council serve as governing body of the Agency, and exercise all rights,
powers, duties and privileges of the Agency. The members of the governing body of the Agency
and their term of office are shown below:
Member
Term Expires
Patrick Hunter, Chair 2006
Roseann Mikos, Ph.D., Vice Chair 2008
Janice S. Parvin, Member 2006
Clint D. Harper Ph.D., Member 2006
Keith F. Millhouse, Member 2008
Agency Administration
The Agency is administered by certain staff of the City. The City is a general law city and
operates according to the Council /Manager form of government. The City Manager is appointed
by the City Council to administer the City's staff and generally implement policies established by
the City Council. Current City staff assigned to administer the Agency include Steven Kueny,
City Manager of the City and Executive Director of the Agency, Hugh Riley, Assistant Executive
Director of the Agency, and Johnny Ea, Treasurer of the Agency and the City's Finance Director
and City Treasurer. See "APPENDIX B - GENERAL INFORMATION CONCERNING THE CITY
OF MOORPARK" attached hereto.
The Law requires redevelopment agencies to have an independent financial audit
conducted each year. The financial audit is also required to include an opinion of the Agency's
compliance with laws, regulations and administrative requirements governing activities of the
Agency. Audited financial statements for the Agency for the fiscal year that ended June 30,
2005 were prepared by Vavrinek, Trine, Day & Co., LLP, Rancho Cucamonga (the "Auditors "),
are included in Appendix C attached hereto.
The Agency has not requested nor did the Agency obtain permission from the Auditors
to include the audited financial statements as an appendix to this Official Statement.
Accordingly, the Auditors have not performed any post -audit review of the financial condition or
operations of the Agency.
Agency Powers
All powers of the Agency are vested in its members. Pursuant to the Redevelopment
Law, the Agency is a separate public body and exercises governmental functions, including
planning and implementing redevelopment projects.
The Agency may exercise the right to issue bonds for authorized purposes and to
expend their proceeds, and the right to acquire, sell, rehabilitate, develop, administer or lease
property. The Agency may demolish buildings, clear land and cause to be constructed certain
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improvements, including streets, sidewalks, and utilities, and can further prepare for use as a
building site any real property which it owns or administers.
The Agency may, from any funds made available to it for such purposes, pay for all or
part of the value of land and the cost of buildings, facilities or other improvements to be publicly
owned and operated, provided that such improvements are of benefit to a redevelopment
project and cannot be financed by any other reasonable method. The Agency may not construct
or develop buildings, with the exception of public buildings and housing, and must sell or lease
cleared property which it acquires within a redevelopment project for redevelopment in
conformity with a particular redevelopment plan, and may further specify a period within which
such redevelopment must begin and be completed.
Outstanding Indebtedness of the Agency
Certification of Agency Indebtedness. Pursuant to Section 33675 of the Law, on or
before October 1 of each year the Agency must file with the county auditor a statement of
indebtedness certified by the chief fiscal officer of the agency for each redevelopment project
that receives tax increment. The statement of indebtedness is required to contain the date on
which any bonds were delivered, the principal amount, term, purpose and interest rate of bonds
and the outstanding balance and amount due on bonds. Similar information must be given for
each loan, advance or indebtedness that the agency has incurred or entered into to be payable
from tax increment. The Agency has complied with the requirements of Section 33675 each
year since its effective date.
Section 33675 also provides that the county auditor is limited in payment of tax
increment to the agency to the amounts shown on the agency's statement of indebtedness. The
section further provides that the statement of indebtedness is prima facie evidence of the
indebtedness of the Agency, but that the county auditor may dispute the amount of
indebtedness shown on the statement in certain cases. Provision is made for time limits under
which the dispute can be made by the county auditor as well as provisions for determination by
the Superior Court in a declaratory relief action of the proper disposition of the matter. The issue
in any such action must involve only the amount of the indebtedness and not the validity of any
contract or debt instrument, or any expenditures pursuant thereto. An exception is made for
payments to a public agency in connection with payments by such public agency pursuant to a
bond issue which shall not be disputed in any action under Section 33675.
Bonded Indebtedness. In addition to the 2006 Bonds, the Agency has previously
issued the 1999 Bonds and the 2001 Bonds (see "INTRODUCTION" herein for a description of
such Bonds), which are currently outstanding as of the date of this Official Statement in the
principal amounts of $7,379,241 and $23,074,747, respectively. The 2006 Bonds are issued on
a parity basis with the 1999 Bonds and the 2001 Bonds. The Agency has no additional bonds
outstanding.
Other Obligations. The Agency entered into a Loan Agreement with the City on July 1,
2006 (the "City Loan Agreement "), whereby the City loaned $5,000,000 to the Agency to assist
the Agency in undertaking redevelopment projects. The Agency agreed to repay the loan in full
on or before June 30, 2007, unless such date is extended by amendment to the City Loan
Agreement. The loan is currently outstanding in the amount of $5,000,000. The obligations of
the Agency under the City Loan Agreement are expressly subordinate to any and all other
Agency indebtedness, including indebtedness incurred through the issuance of tax allocation
notes or bonds, such as the Bonds.
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The Redevelopment Plan
Under the Law every redevelopment agency is required to adopt, by ordinance, a
redevelopment plan for each redevelopment project specifically authorized in the adopted
redevelopment plan. A redevelopment plan is a legal document, the content of which is largely
prescribed in the Law rather than a "plan" in the customary sense of the word.
The City Council adopted the Moorpark Redevelopment Project Plan by Ordinance No.
110, adopted on July 5, 1989 (the "Redevelopment Plan "). The Redevelopment Plan was
amended by Ordinance No. 111 adopted by the City Council on July 5, 1989, and by Ordinance
No. 202, adopted by the City Council on December 14, 1994. The overall objective of the
Redevelopment Plan is to eliminate blighted conditions in the Project Area by undertaking all
appropriate projects pursuant to the Law.
The time limit on establishing indebtedness under the Redevelopment Plan, as amended
by Ordinance No. 202 adopted by the City Council on December 14, 1994 (other than debt to be
paid from the Agency's Low and Moderate Income Housing Fund) is July 5, 2009, the
Redevelopment Plan terminates (other than the Agency's obligation to repay outstanding
obligations) on July 5, 2029, and, under the Redevelopment Law, the Agency shall not pay
indebtedness or receive Tax Revenues after July 5, 2039. The Redevelopment Plan provides
that the maximum bonded indebtedness that may be outstanding at any given time shall not
exceed $60,000,000, and the total tax increment revenues allocable to the Agency shall not
exceed $180,000,000. To date, the Agency has been allocated an aggregate of approximately
$13,675,000 of tax increment revenues under the Redevelopment Plan. The adoption date and
term limits of the Moorpark Redevelopment Agency Project Area are summarized as follows:
Date Project Area Adopted: July 5, 1989
Last Date to Incur Debt: July 5, 2009
Term of Plan: July 5, 2029
Last Date to Collect Increment: July 5, 2039
The Project Area
The Project Area consists of one large contiguous area consisting of approximately
1,217 acres. The Project Area is subdivided into Areas "A ", "B" and "C" and is comprised of a
mixture of residential, commercial, industrial and institutional land uses along with parcels that
are undeveloped and /or underutilized, parking areas, and public rights -of -way.
The central portion of Area "A" contains the City Hall, Community Center, Public Library
and the former Moorpark Union High School site, and the City's Central Business District (CBD)
that exists along High Street. The eastern portion of Area "A" is dominated by industrial land
uses, undeveloped parcels and single family housing along Los Angeles Avenue (State
Highway 118). The Project Area's only park /recreation area is located in Area "A" and is
included as a part of the City Hall /Community Center complex.
Area "B" consists of a large residential area at its mid - section, which includes single
family and multifamily units, as well as the City's largest retail shopping center and two public
schools. The residential area is immediately flanked by new business /industrial development to
the east and west.
Area "C" is, to a large degree, composed of undeveloped parcels and a substantial
number of multifamily dwelling units in the area east of Moorpark Avenue and south of Los
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Angeles Avenue. The area is also marked with various industrial, commercial and residential
uses along Los Angeles Avenue.
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Project Area Map
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Development in the Project Area
Since the adoption of the Redevelopment Plan for the Moorpark Redevelopment Project,
substantial economic development within the Project Area has occurred. Current development
activity in the Project Area includes the following:
A residential development by Shea Homes, with 77 detached and duplex
condominiums, is currently under construction.
• Grading is currently underway for a 17 single family home residential project by
Lion Homes, Inc.
• A 34,374 sq. ft. shopping center is currently under construction.
Development projects in the Project Area that have been approved by the City but are
not yet under construction include a 247 unit single family home development and 102 detached
and duplex /condominium. Future development projects in the Project Area that are currently
being processed by the City include a a 76,000 sq. ft. medical office building, a 50,000 sq. ft
mixed use commercial /office center and a 200 unit apartment complex and 102 detached and
duplex condominiums.
The Agency has also pledged an active role in commercial and housing development in
the community. In the past, the Agency assisted in the expansion of the Mission Bell Plaza
shopping center. Through Agency financial support, 118,350 square feet of gross floor area was
added to the center. Ninety -six percent (96 %) of the expansion area generates sales tax for the
City. The major tenant in the shopping center is Albertsons (50,320 square feet). The 200=
assessed value of the additional shopping center area is $21,585,877. See, however,
discussion under the subheading "Appeals of Assessed Values" below regarding appeals of and
reductions in assessed valuation of the shopping center. [ADD: UPDATE REGARDING
APPEAL]
Current development activity in the Project Area includes the completion of a 9,265 sq.
ft. expansion of Ralph's Market with an estimated assessed valuation of $1,256,000, and
industrial buildings with a combined 77,800 sq. ft. and an estimated total assessed valuation of
$2,843,000. A 312 unit multifamily apartment complex with an estimated assessed valuation of
$29,539,000 is currently under construction.
Development projects in the Project Area that have been approved by the City but are
not yet under construction include a 247 unit single family home development, a 57,300 sq. ft.
commercial center, a 72,000 sq. ft business park, industrial buildings with a combined 60,000
sq. ft., and additional single family home developments of 59 units and 8 units. Future
development projects in the Project Area that are currently being processed by the City include
a 2,368 sq. ft. Jack in the Box restaurant, an 18,832 sq. ft. office building, and a self storage
facility.
Land Use
Land use in the Project Area is diverse, and presents a stable mix of assessed value,
both currently, and into the future as the Area continues to grow and develop. Residential
property accounts for nearly 53% of the secured assessed value of the Project Area,
demonstrating a diverse land use base. Further, 4.41 % of the current secured assessed value is
vacant land. This land consists of approximately 120.3 acres, of which nearly 70% is zoned for
residential development. Development of the vacant land will cause assessed value to be
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Resolution No. 2006 -170
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increasingly spread across many taxpayers. The chart below shows the various zoned land use
for the vacant land in the Project Area.
Set forth below is a summary of the land use in the Project Area based on the 2006 -07
secured property tax roll.
TABLE 2
REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK
Moorpark Redevelopment Project Area
Land Use
Source: Urban Futures, Inc
Assessed Valuation
Tax Revenues are generated from increases in the total assessed value above the base
year value. In or about August of each year, the County Auditor - Controller provides a report of
the current year and base year values for the Project Area. The current (fiscal year 2006 -07)
total assessed value of the Project Area is $850,772,925, of which tax increment revenue is
generated from the incremental assessed value of $585,973,938 in excess of the base year
value of $264,798,987.
Set forth below in Table 3 is a summary of Project Area historical assessed values
based upon the Ventura County Auditor /Controller's equalized rolls and incremental values of
property within the Project Area based on an exclusion of assessed values from the unsecured
roll, for fiscal years 2002 -03 through 2006 -07.
-52-
2006 -07 Secured
Number of
Assessed
Percent of
Land Use
Parcels
Valuation
Secured A.V.
Agricultural
3
$ 1,073,047
0.14%
Commercial
69
101,971,064
13.63
Government
48
1,094,532
0.15
Industrial
112
188,173,856
25.16
Institutional
12
35,053
0.00
Miscellaneous
49
538,689
0.07
Professional
15
29,145,764
3.90
Residential -Multi
52
152,783,831
20.43
Residential - Single
1,175
240,160,505
32.11
Social
9
45,311
0.01
Vacant
88
32,955,633
4.41
Total
1,632
$747,977,285
100.00%
Source: Urban Futures, Inc
Assessed Valuation
Tax Revenues are generated from increases in the total assessed value above the base
year value. In or about August of each year, the County Auditor - Controller provides a report of
the current year and base year values for the Project Area. The current (fiscal year 2006 -07)
total assessed value of the Project Area is $850,772,925, of which tax increment revenue is
generated from the incremental assessed value of $585,973,938 in excess of the base year
value of $264,798,987.
Set forth below in Table 3 is a summary of Project Area historical assessed values
based upon the Ventura County Auditor /Controller's equalized rolls and incremental values of
property within the Project Area based on an exclusion of assessed values from the unsecured
roll, for fiscal years 2002 -03 through 2006 -07.
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Table 3
REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK
Moorpark Redevelopment Project Area
Historic Assessed Values and Tax Increment Revenues
Gross Tax Increment
Less: Housing Set -Aside (20 %)
Less: Senior Pass - Through
Less: County Admin
Tax Revenues
Source: California Municipal Statistics, Inc.; Urban Futures
In terms of assessed valuation, the largest taxable property within the Project Area is the
Dbre Moorpark LLC, with approximately 8.8% of the total assessed value. Taken together, the
ten properties having the greatest assessed valuation represent approximately 34.4% of the
total assessed value of the Project Area for the 2006 -07 Fiscal Year. The following table lists the
ten largest payers of secured property taxes in the Project Area.
TABLE 4
REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK
Moorpark Redevelopment Project Area
Ten Largest Secured Taxpayers by Assessed Valuation
Fiscal Year 2006 -07
2006 -07 Percent
Assessed Total Assessed
Taxpayer Land Uses Valuation Value (1)
Dbre Moorpark LLC Residential, Multiple Residences $65,660,200 8.78%
Waterstone Prop Moorpark Llc. Residential, Multiple Residences 63,280,359 8.46
Mission Bell Plaza
2002 -03
2003 -04
2004 -05
2005 -06
2006 -07
Local Secured
$518,462,399
$546,705,729
$536,350,888
$664,742,443
$747,551,540
Utility
389,581
624,448
749,340
517,821
425,744
Unsecured
84,435,148
95,244,418
93,810,856
99,693,057
102,795,641
Total Assessed Value
$603,287,128
$642,574,595
$630,911,084
$764,953,321
$850,772,925
Base Year Assessed Value
264,798,987
264,798,987
264,798,987
264,798,987
264,798,987
Incremental Assessed Value
$338,488,141
$377,775,608
$366,112,097
$500,154,334
$585,973,938
Gross Tax Increment
Less: Housing Set -Aside (20 %)
Less: Senior Pass - Through
Less: County Admin
Tax Revenues
Source: California Municipal Statistics, Inc.; Urban Futures
In terms of assessed valuation, the largest taxable property within the Project Area is the
Dbre Moorpark LLC, with approximately 8.8% of the total assessed value. Taken together, the
ten properties having the greatest assessed valuation represent approximately 34.4% of the
total assessed value of the Project Area for the 2006 -07 Fiscal Year. The following table lists the
ten largest payers of secured property taxes in the Project Area.
TABLE 4
REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK
Moorpark Redevelopment Project Area
Ten Largest Secured Taxpayers by Assessed Valuation
Fiscal Year 2006 -07
2006 -07 Percent
Assessed Total Assessed
Taxpayer Land Uses Valuation Value (1)
Dbre Moorpark LLC Residential, Multiple Residences $65,660,200 8.78%
Waterstone Prop Moorpark Llc. Residential, Multiple Residences 63,280,359 8.46
Mission Bell Plaza
Commercial, Major Shopping Center
30,761,815
4.11
Brkenshaw, James
Commercial, Major Shopping Center
20,181,773
2.70
Simi Village Partners, LLC
Professional, Major Office Building
16,927,301
2.26
Kavli, Fred
Industrial, Major Manufacturing
14,809,258
1.98
Laars Inc
Industrial, Major Manufacturing
14,342,375
1.92
Rose, Leanard TR
Residential, Multiple Residences
11,244,746
1.50
Steuerwald, Jay W.
Industrial
10,315,000
1.38
Shea Homes LP
Residential, condominiums
9,926,237
1.33
$257,449,064
34.42%
Source: Urban Futures, Inc
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Resolution No. 2006 -170
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Allocation of Taxes
Secured taxes are due in two equal installments. Installments of taxes levied upon
secured property become delinquent on December 10 and April 10. Taxes on unsecured
property are due March 1 and become delinquent August 31.
The County Auditor - Controller is responsible for the aggregation of the taxable values
assigned by the Assessor as of the January 1st lien date for property within the boundaries of
the Project Area. This results in the reported total current year Project Area taxable value and
becomes the basis of determining tax increment revenues due to the Agency. Although
adjustments to taxable values for property within the Project Area may occur throughout the
fiscal year to reflect escaped assessments, roll corrections, etc., such adjustments are not
assumed in the tax increment projection. The County disburses secured and utility tax
increment revenue to all redevelopment agencies in three installments during the fiscal year
(January, May and July). Supplemental tax roll revenue and homeowner's exemption revenue
is distributed with the secured and utility tax increment revenue.
The Board of Supervisors of Ventura County adopted the Alternative Method of
Distribution of Tax Levies and Collections and of Tax Sale Proceeds (the "Teeter Plan "), as
provided for in Section 4701 et seq. of the California Revenue and Taxation Code. Taxes and
assessment installments under the 1915 Act are collected by the County and distributed under
the Teeter Plan. Under the Teeter Plan, each entity levying property taxes in the County may
draw on the amount of uncollected secured taxes credited to its fund, in the same manner as if
the amount credited had been collected. Unsecured taxes are not normally covered under the
Teeter Plan. Redevelopment agencies in the County can expect to receive the full increment of
the current year's secured assessed valuation, less the base year's secured assessed
valuation, with no adjustments for delinquencies, refunds or adjustments. Therefore, the
Agency's secured property Tax Revenues reflect total levies, rather than the actual amount
collected.
Pass - Through Agreements
Pursuant to former Section 33401 of the Redevelopment Law, a redevelopment agency
was authorized to enter into an agreement to pay tax increment revenues to any taxing agency
that has territory located within a redevelopment project in an amount which in the agency's
determination is appropriate to alleviate any financial burden or detriment caused by the
redevelopment project. These agreements normally provide for a pass- through of tax increment
revenue directly to the affected taxing agency, and, therefore, are commonly referred to as
"pass- through" or "fiscal" agreements.
The Agency has entered into five agreements for allocation and distribution of tax
increment revenues.
First Agreement. The first pass- through agreement that the Agency has entered into is
with the County of Ventura, the Ventura County Library District, the Ventura County Fire
Protection District and the Ventura County Flood Control District (collectively, the "County
Taxing Entities ") which provides for the Agency to retain 100% of the County Taxing Entities
share (55.82 %) of annual tax increment revenues up to $1,750,000. For annual tax increment
revenue in excess of $1,750,000, the Agency shall distribute 55.82% of such revenues to the
County on behalf of the County Taxing Entities. The County Taxing Entities have agreed to
defer payments in the initial years of the Redevelopment Plan, and consequently, the parties
agree that the County Taxing Entities may receive payments in any single fiscal year in excess
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Resolution No. 2006 -170
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of the amount of tax revenues the County Taxing Entities would otherwise be entitled to, but for
the adoption of the Redevelopment Plan. Additionally, the agreement calls for the Agency to
receive a $1,000,000 payment from the tax increment disbursed to the County pursuant to the
agreement, by December 31, 2008, if and only if the Agency's annual debt statements which
are filed with the County Auditor - Controller from fiscal year 1993 -94 to fiscal year 2008 -09 list
debts in an amount equal to or in excess of the maximum tax increment available to the Agency
in each of such fiscal years.
Second Agreement. The second pass- through agreement is with the Moorpark
Mosquito Abatement District (the "Mosquito Abatement District "), and states that the
Mosquito Abatement District shall receive 87.5% of its share (1.53 %) of annual tax increment
revenue, following a deduction from total increment revenues for amounts required to be used
for housing purposes (currently twenty percent of total tax increment revenues).
Third Agreement. The third pass- through agreement is with the Moorpark Unified
School District (the "School District "), and states that the School District shall receive the
School District's share (33.406 %) of tax increment revenues generated by an annual 2%
increase in assessed valuation, and, beginning in fiscal year 1995 -96, after the Agency has
satisfied debt service payments to bond or note holders or to the holder of any other instruments
of Agency indebtedness (provided such indebtedness is not reasonably foreseeable to impair
the Agency's obligation under the agreement), 14% of the School District's share of annual tax
increment revenue. Additionally, the agreement calls for the Agency to make a $750,000
payment to the School District as , a contribution to a new School District maintenance facility,
which payment was made in August of 1999.
Fourth Agreement. The fourth pass- through agreement is with the Ventura County
Community College District (the "Community College District "), and states that the
Community College District will receive the Community College District's share (5.81%) of tax
increment revenues generated by an annual 2% increase in assessed valuation, and, beginning
in fiscal year 1993 -94, after the Agency has satisfied debt service payments to bond or note
holders or to the holders of any other instruments of Agency indebtedness (provided such
indebtedness is not reasonably foreseeable to impair the Agency's obligation under the
agreement), 14% of the Community College District's share of annual tax increment revenue.
Fifth Agreement. The fifth pass- through agreement is with the Ventura County
Superintendent of Schools Office (the "Superintendent "), and states that the Superintendent
shall receive its share (2.49348 %) of tax increment revenues generated by an annual 2%
increase in assessed valuation.
The Agency Redevelopment Consultant, Urban Futures, Inc., has taken actions
necessary to subordinate payments of annual shares of tax increment revenues (other than
under the Fourth Agreement- revenues attributable to the annual 2% increase in assessed
valuation) under the Third and Fourth Agreements, to the payment of debt service on the
Bonds. Accordingly, Tax Revenues for purposes of the Indenture do not include amounts
required to be remitted by the Agency under the First, Second and Fifth Agreements. Tax
Revenues do include amounts otherwise required to be remitted by the Agency under the Third
and Fourth Agreements (except those attributable to the 2% annual increases in the assessed
valuation under the Fourth Agreement).
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Resolution No. 2006 -170
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AB 1290, AB 1342 and SB 211
In 1993, the California Legislature enacted Assembly Bill 1290 (AB 1290 ") which
contained several significant changes in the Redevelopment Law. Among the changes made by
AB 1290 was a provision which limits the period of time for incurring and repaying of loans,
advances and indebtedness which are payable from tax increment revenues. In general, a
redevelopment plan may terminate not more than 40 years following the date of original
adoption, and loans, advances and indebtedness may be repaid during a period extending not
more than 10 years following the date of termination of the redevelopment plan. The Agency's
Plan was amended to comply with AB 1290. AB 1342 was passed in 1998 and became effective
January 1, 1999. This bill permits agencies having limits shorter than those permitted by AB
1290 to amend their plans to incorporate the maximum permitted limits without complying with
the statutory plan amendment process. However, the limits contained in the Redevelopment
Plan are currently at the maximum permitted by AB 1290.
The California Legislature recently enacted SB211, Chapter 741, Statutes 2001,
effective January 1, 2002 ( "SB211 "). SB211 provides, among other things, that, at anytime after
its effective date, the limitation on incurring indebtedness contained in a redevelopment plan
adopted prior to January 1, 1994, may be deleted by ordinance of the legislative body. However,
such deletion will trigger statutory tax sharing with those taxing entities that do not have tax
sharing agreements. Tax sharing will be calculated based on the increase in assessed valuation
after the year in which the limitation would otherwise have become effective.
The Agency believes that the City Council does not have any current intention to adopt
an ordinance pursuant to the authorization contained in SB 211 to delete the current limit on the
Agency's authority to incur loans, advances and indebtedness. Additionally, the Agency
currently has no expectations of undertaking proceedings to extend the effectiveness of the
redevelopment plan or to extend the time to receive tax increment revenues and to pay
indebtedness.
Appeals of Assessed Values
Proposition 8 Appeals. Most of the appeals that might be filed in the Project Area would
be based on Section 51 of the Revenue and Taxation Code, which requires that for each lien
date the value of real property shall be the lesser of its base year value annually adjusted by the
inflation factor pursuant to Article XIIIA of the State Constitution or its full cash value, taking into
account reductions in value due to damage, destruction, depreciation, obsolescence, removal of
property or other factors causing a decline in value. Pursuant to California law, property owners
may apply for a reduction of their property tax assessment by filing a written application, in form
prescribed by the State Board of Equalization, with the appropriate county board of equalization
or assessment appeals board. In most cases, the appeal is filed because the applicant believes
that present market conditions (such as residential home prices) cause the property to be worth
less than its current assessed value. These market - driven appeals are known as Proposition 8
appeals.
Any reduction in the assessment ultimately granted as a Proposition 8 appeal applies to
the year for which application is made and during which the written application was filed. These
reductions are often temporary and are adjusted back to their original values when market
conditions improve. Once the property has regained its prior value, adjusted for inflation, it once
again is subject to the annual inflationary factor growth rate allowed under Article XIIIA. The
State Board of Equalization has approved this reassessment formula and such formula has
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Resolution No. 2006 -170
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been used by county assessors statewide. However, an Orange County Superior Court
recently held that such reassessment formula violates the inflationary rate increase limitation of
Article XIIIA. The Court held that once the assessed value of a property is reduced pursuant to
Proposition 8, any subsequent increase in assessed value may not exceed the inflationary rate
limitation (not to exceed 2 %) of Article XIIIA. This case has been reconstituted as a class action
of all Orange County property owners similarly situated and the Orange County Assessor has
appealed the decision. The Appellate Court held a hearing on the matter on January 7, 2004,
and is expected to issue its ruling in the next 30 to 90 days. The Agency is unable to predict the
outcome of this litigation or to determine what impact, if any, this case may ultimately have on
the Agency's Tax Revenues.
Base Year Appeals. A second type of assessment appeal is called a Base Year appeal,
where the property owners challenge the original (basis) value of their property. Appeals for
reduction in the "base year" value of an assessment, if successful, reduce the assessment for
the year in which the appeal is taken and prospectively thereafter. The base year is determined
by the completion date of new construction or the date of change of ownership. Any base year
appeal must be made within four years of the change of ownership or new construction date.
No Significant Appeals. [CONFIRM /RECONCILE TO PREVIOUS DISCUSSION RE
ALBERTSON'S CENTER] The Agency is not aware of any significant Proposition 8 appeals or
Base Year appeals pending with respect to properties in the Project Area. However,
assessment appeals filed and granted in future years could adversely impact the availability of
Tax Revenues to pay debt service on the Bonds. See "Risk Factors" herein.
Projected Tax Revenues and Estimated Coverage
The projections of Tax Revenues for the Project Area, as prepared by Urban Futures,
Incorporated, are summarized below. The projections commence with the reported values for
Fiscal Year 2006 -07, and assume no growth.
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Resolution No. 2006 -170
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Table 5
REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK
Moorpark Redevelopment Project Area
Projected Tax Revenues
Net Tax Less Less Senior Less County Available
Fiscal Assessed Incremental Revenues Housing Set Pass- Admin Tax
Year Valuation ��� Value (1.00 %) Aside (20 %) Throu hs Fees Revenues
2006 -07
2007 -08
2008 -09
2009 -10
2010 -11
2011 -12
2012 -13
2013 -14
2014 -15
2015 -16
2016 -17
2017 -18
2018 -19
2019 -20
2020 -21
2021 -22
2022 -23
2023 -24
2024 -25
2025 -26
2026 -27
2027 -28
2028 -29
2029 -30
2030 -31
2031 -32
2032 -33
2033 -34
2034 -35
2035 -36
Source: Urban Futures, Inc.
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Resolution No. 2006 -170
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The following table shows the debt service coverage on the 2006 Bonds based on Tax
Revenues as projected by the Agency's Financial Advisor.
Table 6
REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK
Moorpark Redevelopment Project Area
Projected Debt Service Coverage
(Dollars in Thousands)
Fiscal
Available Tax Series 1999 Debt
Series 2001 Series 2006 Total Parity Debt Service
Year
Revenues Service (1)
Debt Service Debt Service c2J Debt Service Coverage
2006 -07
$614,534
$ 605,054
2007 -08
616,102
604,469
2008 -09
612,830
608,884
2009 -10
614,305
603,054
2010 -11
614,805
602,431
2011 -12
614,330
606,764
2012 -13
616,880
600,874
2013 -14
614,260
605,176
2014 -15
614,665
604,246
2015 -16
613,900
603,276
2016 -17
615,965
602,306
2017 -18
616,665
601,306
2018 -19
1,220,306
2019 -20
1,218,306
2020 -21
1,219,806
2021 -22
1,218,675
2022 -23
1,215,750
2023 -24
1,216,031
2024 -25
1,219,263
2025 -26
1,215,188
2026 -27
1,219,063
2027 -28
1,215,375
2028 -29
1,219,381
2029 -30
1,215,569
2030 -31
1,214,194
2031 -32
2032 -33
2033 -34
2034 -35
2035 -36
(1) Less 20% of debt service that will be paid from the Agency's Low and Moderate Income Housing Fund. See
"Low and Moderate Income Housing" below.
(2) Preliminary, subject to change.
Source: Urban Futures, Inc.
Low and Moderate Income Housing
Sections 33334.2 and 33334.3 of the Redevelopment Law require the Agency to set
aside not less than 20% of all Tax Revenues allocated to the Agency in a low and moderate
income housing fund (the "Housing Fund ") to be expended for authorized low and moderate
income housing purposes (the "Housing Set -Aside Amount "). Amounts on deposit in the
Housing Fund may also be applied to pay debt service on bonds, loans or advances used to
provide financing for such low and moderate income housing purposes. Under the
Redevelopment Law, the Housing Set -Aside Amount could be reduced or eliminated if the
Agency finds that (1) no need exists in the community to improve or increase the supply of low
and moderate income housing, (2) that some stated percentage less than 20% of the tax
increment is sufficient to meet the housing need or (3) that other substantial efforts, including
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Resolution No. 2006 -170
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the obligation of funds from certain local, state or federal sources for low and moderate income
housing, or equivalent impact are being provided for in the community.
A portion of the proceeds of the 1999 Bonds were deposited in the Low and Moderate
Income Housing Account of the Housing Fund and be used to finance low and moderate income
housing projects and programs. However, none of the 2006 Bond proceeds will be used for
Low and Moderate Income purposes. Accordingly, the coverage projections shown in Table 6
assume that the portion of debt service on the 1999 Bonds, but none of the debt service on the
2006 bonds will be paid from the Housing Set -Aside Amount.
RISK FACTORS
The following information should be considered by prospective investors in evaluating
the 2006 Bonds. However, the following does not purport to be an exhaustive listing of risks
and other considerations which may be relevant to investing in the 2006 Bonds. In addition, the
order in which the following information is presented is not intended to reflect the relative
importance of any such risks.
Assumptions and Projections
To estimate the Tax Revenues available to pay debt service on the 2006 Bonds, the
Agency has made certain assumptions with regard to the assessed valuation in the Project
Area, future tax rates and percentage of taxes collected. The Agency believes these
assumptions to be reasonable, but to the extent that the assessed valuation, the tax rates or the
percentage of taxes collected are less than the Agency's assumptions, the Tax Revenues
available to pay debt service on the 2006 Bonds will, in all likelihood, be less than those
projected.
Reduction in Taxable Value
Tax Revenues allocated to the Agency are determined by the amount of incremental
taxable value in the Project Area and the current rate or rates at which property in the Project
Area is taxed. The reduction of taxable values of property caused by economic factors beyond
the Agency's control, such as a relocation out of the Project Area by one or more major property
owners, or the transfer, pursuant to California Revenue and Taxation Code Section 68, of a
lower assessed valuation to property within the Project Area by a person displaced by eminent
domain or similar proceedings, or the discovery of hazardous substances on a property within
the Project Area (see "Hazardous Substances" below) or the complete or partial destruction of
such property caused by, among other eventualities, an earthquake, flood (see "Seismic and
Flood Factors" below) or other natural disaster, could cause a reduction in the Tax Revenues
securing the 2006 Bonds. Property owners may also appeal to the County Assessor for a
reduction of their assessed valuations or the County Assessor could order a blanket reduction in
assessed valuations based on then current economic conditions. See "TAX REVENUES -
Appeals of Assessed Values."
Any reduction of assessed valuations and the resulting decline in Tax Revenues or the
resulting property tax refunds could have an adverse effect on the Agency's ability to make
timely payments of principal of and interest on the 2006 Bonds.
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Resolution No. 2006 -170
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Reduction in Inflationary Rate
As described in greater detail below, Article XIIIA of the California Constitution provides
that the full cash value base of real property used in determining taxable value may be adjusted
from year to year to reflect the inflationary rate, not to exceed a 2% increase for any given year,
or may be reduced to reflect a reduction in the consumer price index or comparable local data.
Such measure is computed on a calendar year basis. Because Article XIIIA limits inflationary
assessed value adjustments to the lesser of the actual inflationary rate or 2 percent, there have
been years in which the assessed values were adjusted by actual inflationary rates, which were
less than 2 %.
Since Article XIIIA was approved, the annual adjustment for inflation has fallen below the
2% limitation five times: in fiscal year 1983 -84, 1%; in fiscal year 1995 -96, 1.19 %; in fiscal year
1996 -97, 1.11 %; in fiscal year 1999 -00, 1.85 %; and in fiscal year 2004 -05, 1.867 %.
The State mandated a *2% inflation adjustment for fiscal year 2005 -06, and the
projections of Tax Revenues assume a 2% inflation factor will be applied in fiscal years
commencing with fiscal year 2006 -07. The Agency is unable to predict if any adjustments to the
full cash value base of real property within the Project Area, whether an increase or a reduction,
will be realized in the future.
Levy and Collection
The Agency does not have any independent power to levy and collect property taxes.
Any reduction in the tax rate or the implementation of any constitutional or legislative property
tax decrease could reduce the Tax Revenues, and accordingly, could have an adverse impact
on the ability of the Agency to repay the 2006 Bonds. Likewise, delinquencies in the payment of
property taxes could have an adverse effect on the Agency's ability to make timely debt service
payments.
Additional Bonds
As referenced under the caption "SECURITY FOR THE BONDS — Issuance of Parity
Debt ", the Agency may issue or incur obligations payable from Tax Revenues on a parity with its
pledge of Tax Revenues to payment of debt service on the 2006 Bonds and the previously
issued Parity Debt. The existence of and the potential for such obligations increases the risks
associated with the Agency's payment of debt service on the 2006 Bonds in the event of a
decrease in the Agency's collection of Tax Revenues.
Bankruptcy Risks
The enforceability of the rights and remedies of the owners of the 2006 Bonds and the
obligations of the Agency may become subject to the following: the federal bankruptcy code
and applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or
affecting the enforcement of creditors' rights generally, now or hereafter in effect; usual
equitable principles which may limit the specific enforcement under state law of certain
remedies: the exercise by the United States of America of the powers delegated to it by the
federal Constitution; and the reasonable and necessary exercise, in certain exceptional
situations of the police power inherent in the sovereignty of the State of California and its
governmental bodies in the interest of servicing a significant and legitimate public purpose.
Bankruptcy proceedings, or the exercise of powers by the federal or state government, if
initiated, could subject the owners of the 2006 Bonds to judicial discretion and interpretation of
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Resolution No. 2006 -170
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their rights in bankruptcy or otherwise and consequently may entail risks of delay, limitation, or
modification of their rights.
State Budget; ERAF Shift
The State of California faces significant budget issues for fiscal year 2006 07 and
possibly beyond. In connection with its approval of former budgets, the State Legislature
enacted legislation, that among other things, reallocated a portion of funds from redevelopment
agencies to school districts by shifting each agency's tax increment, net of amounts due to other
taxing agencies, to school districts ( "ERAF" shifts).
The 2004 -05 State Budget included a transfer by redevelopment agencies to the
applicable ERAFs of $250 million in each of Fiscal Years 2004 -05 and 2005 -06. The Agency's
share of the annual $250 million shift for Fiscal Years 2004 -05 was $346,833 and the share for
fiscal year 2005 -06 is $295,183. The Agency paid its fiscal year 2004 -05 payment and its fiscal
year 2005 -06 payment on a timely basis from tax increment revenues.
The State budget for Fiscal Year 2006 -07 does not require an ERAF transfer of tax
increment revenues by redevelopment agencies. Although the State's voters approved a
constitutional amendment on the November 2004 ballot (the "Local Government Initiative "),
which purports to prohibit any further transfers of non - education local government property
taxes for the benefit of the State, the Local Government Initiative does not purport to change
existing law with respect to the State's ability to transfer redevelopment agencies' property tax
revenues.
The Agency cannot predict whether the State Legislature will enact legislation impacting
future Tax Revenues. Given the level of the State's budget deficit problems, it is possible that
tax increment available for payment of the 2006 Bonds may be reduced in the future by actions
of the State Legislature.
Information about the State budget and State spending is available at various State -
maintained websites. Text of the budget may be found at the website of the Department of
Finance, www.dof.ca.gov, under the heading "California Budget." An impartial analysis of the
budget is posted by the Office of the Legislative Analyst at www.lao.ca.gov. In addition, various
State of California official statements for its various debt obligations, many of which contain a
summary of the current and past State budgets, may be found at the website of the State
Treasurer, www.treasurer.ca.gov. All of such websites are provided for general informational
purposes only and the material on such sites is in no way incorporated into this Official
Statement.
Assessment Appeals
Property taxable values may be reduced as a result of a successful appeal of the taxable
value of property determined by the County Assessor. An appeal may result in a reduction to
the County Assessor's original taxable value and a tax refund to the applicant property owner.
An assessee may contest either (i) the original determination of the "base assessment value" of
a parcel (i.e., the value assigned after a change of ownership or completion of new
construction), or (ii) the "current assessment value" (i.e., the value as determined by the County
Assessor, which may be no more than the base assessment value plus the compounded 2%
annual inflation factor) when specified factors have caused the market value of the parcel to
drop below current assessment value.
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At the time of reassessment, after a change of ownership or completion of new
construction, the assessee may appeal the base assessment value of the property. Under an
appeal of a base assessment value, the assessee appeals the actual underlying market value of
the sales transaction or the recently completed improvement. A successful appeal of the base
assessment value of a parcel has significant future revenue impacts, because a reduced base
year assessment will reduce the compounded future value of the property prospectively. Except
for the two percent inflation factor, the value of the property cannot be increased until a change
in ownership occurs or additional improvements are added.
Property owners may also appeal the value of property pursuant to Proposition 8.
Proposition 8, approved in 1978, provides for the assessment of real property at the lesser of its
originally determined (base year) full cash value compounded annually by the inflation factor, or
its full cash value as of the lien date, taking into account reductions in value due to damage,
destruction, obsolescence or other factors causing a decline in market value. Reductions based
on Proposition 8 do not establish new base year values, and the property may be reassessed
the following lien date up to the lower of the then - current fair market value or the factored base
year value.
Natural Disasters
The areas in and surrounding the Project Area, like those in much of California, may be
subject to unpredictable seismic activity or flooding. The occurrence of severe seismic activity
and /or flooding in the Project Area could result in substantial damage to property located in the
Project Area, and could lead to successful appeals for reduction of assessed values of such
property. Such a reduction could result in a decrease in Tax Revenue collected by the Agency.
The Project Area is located in an active seismic region. The San Andreas Fault, the
Simi -Santa Rosa Fault, the Oak Ridge Fault, the San Cayetano Fault and the Santa Susana
Fault are all in the vicinity of the City. The city's proximity to these faults makes the Project Area
vulnerable to the hazards associated with ground shaking and soil instability, as well as ground
rupture within the actual fault zones. In the southern part of the City, the California Division of
Mines and Geology has designated an Alquist - Priiolo Fault Zone for many of the traces of the
Simi -Santa Rosa Fault zone. The City requires development proposals involving large
structures of subdivisions of more than four units to be accompanied by a geology report that
locates any surface trace of the Simi -Santa Rosa Fault and designates appropriate setback
distances from the surface traces of the fault.
Hazardous Substances
An additional environmental condition that may result in the reduction in the assessed
value of property would be the discovery of a hazardous substance that would limit the
beneficial use of taxable property within the Project Area. In general, the owners and operators
of a property may be required by law to remedy conditions of the property relating to releases or
threatened releases of hazardous substances. The owner or operator may be required 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 property within the Project Area be affected by a hazardous substance, could be to
reduce the marketability and value of the property by the costs of remedying the condition.
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Secondary Market
There can be no guarantee that there will be a secondary market for the 2006 Bonds, or,
if a secondary market exists, that such 2006 Bonds can be sold for any particular price.
Occasionally, because of general market conditions or because of adverse history or economic
prospects connected with a particular issue, secondary marketing practices in connection with a
particular issue are suspended or terminated. Additionally, prices of issues for which a market
is being made will depend upon the then prevailing circumstances. Such prices could be
substantially different from the original purchase price.
Loss of Tax Exemption
As discussed under the caption "Tax Matters" herein, interest on the 2006 Bonds could
become includable in gross income for purposes of federal income taxation retroactive to the
date the 2006 Bonds were issued as a result of future acts or omissions of the Agency in
violation of its covenants contained in the Indenture. Should such an event of taxability occur,
the 2006 Bonds are not subject to special redemption or any increase in interest rate and may
remain outstanding until maturity.
LIMITATIONS ON TAX REVENUES
Property Tax Limitations - Article XIIIA
California voters, on June 6, 1978, approved an amendment (commonly known as both
Proposition 13 and the Jarvis -Gann Initiative) to the California Constitution. This amendment,
which added Article XIIIA to the California Constitution, among other things, affects the valuation
of real property for the purpose of taxation in that it defines the full cash value of property to
mean "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 inflation at a rate not to exceed 2% per year, or any
reduction in the consumer price index or comparable local data, or any reduction in the event of
declining property value caused by damage, destruction or other factors. The amendment
further limits the amount of any ad valorem tax on real property to 1 percent of the full cash
value except that additional taxes may be levied to pay debt service on indebtedness approved
by the voters prior to July 1, 1978. In addition, an amendment to Article XIII was adopted in
June 1986 by initiative which exempts any bonded indebtedness approved by two- thirds of the
votes cast by voters for the acquisition or improvement of real property from the 1 percent
limitation.
In the general election held November 4, 1986, voters of the State of California approved
two measures, Propositions 58 and 60, which further amend Article XIIIA. Proposition 58
amends Article XIIIA to provide that the terms "purchased" and "change of ownership," for
purposes of determining full cash value of property under Article XIIIA, do not include the
purchase or transfer of (1) real property between spouses and (2) the principal residence and
the first $1,000,000 of other property between parents and children.
Proposition 60 amends Article XIIIA to permit the Legislature to allow persons over age
55 who sell their residence to buy or build another of equal or lesser value within two years in
the same county, to transfer the old residence's assessed value to the new residence. Pursuant
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to Proposition 60, the Legislature has enacted legislation permitting counties to implement the
provisions of Proposition 60.
Challenges to Article XIIIA
There have been many challenges to Article XIIIA of the California Constitution.
Recently, the United States Supreme Court heard the appeal in Nordlinger v. Hahn, a challenge
relating to residential property. Based upon the facts presented in Nordlinger, the United States
Supreme Court held that the method of property tax assessment under Article XIIIA did not
violate the federal Constitution. The Agency cannot predict whether there will be any future
challenges to California's present system of property tax assessment and cannot evaluate the
ultimate effect on the Agency's receipt of tax increment revenues should a future decision hold
unconstitutional the method of assessing property.
Implementing Legislation
Legislation enacted by the California Legislature to implement Article XIIIA (Statutes of
1978, Chapter 292, as amended) provides that, notwithstanding any other law, local agencies
may not levy any property tax, except to pay debt service on indebtedness approved by the
voters prior to July 1, 1978, and that each county will levy the maximum tax permitted by Article
XIIIA.
The apportionment of property taxes in fiscal years after 1978 -79 has been revised
pursuant to Statutes of 1979, Chapter 282 which provides relief funds from State moneys
beginning in fiscal year 1978/79 and is designed to provide a permanent system for sharing
State taxes and budget surplus funds with local agencies. Under Chapter 282, cities and
counties receive about one -third more of the remaining property tax revenues collected under
Proposition 13 instead of direct State aid. School districts receive a correspondingly reduced
amount of property taxes, but receive compensation directly from the State and are given
additional relief.
Future assessed valuation growth allowed under Article XIIIA (new construction, change
of ownership, 2% annual value growth) will be allocated on the basis of "situs" among the
jurisdictions that serve the tax rate area within which the growth occurs except for certain utility
property assessed by the State Board of Equalization which is allocated by a different method
discussed herein.
Property Tax Collection Procedures
Classifications. In California, property which is subject to ad valorem taxes is classified
as "secured" or "unsecured." Secured and unsecured property are entered on separate parts of
the assessment roll maintained by the county assessor. The secured classification includes
property on which any property tax levied by the County becomes a lien on that property
sufficient, in the opinion of the county assessor, to secure payment of the taxes. Every tax
which becomes a lien on secured property has priority over all other liens on the secured
property, regardless of the time of the creation of other liens. A tax levied on unsecured
property does not become a lien against unsecured property, but may become a lien on certain
other property owned by the taxpayer.
Collections. The method of collecting delinquent taxes is substantially different for the
two classifications of property. The taxing authority has four ways of collecting unsecured
property taxes in the absence of timely payment by the taxpayer: (1) a civil action against the
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taxpayer; (2) filing a certificate in the office of the county clerk specifying certain facts in order to
obtain a judgment lien on certain property of the taxpayer; (3) filing a certificate of delinquency
for record in the county recorder's office, in order to obtain a lien on certain property of the
taxpayer; and (4) seizure and sale of the personal property, improvements or possessory
interests belonging or assessed to the assessee.
The exclusive means of enforcing the payment of delinquent taxes with respect to
property on the secured roll is the sale of property securing the taxes to the State for the amount
of taxes which are delinquent.
Penalties. A 10 percent penalty is added to delinquent taxes which have been levied
with respect to property on the secured roll. In addition, property on the secured roll on which
taxes are delinquent is declared in default on or about June 30 of the fiscal year. Such property
may thereafter be redeemed by payment of the delinquent taxes and a delinquency penalty,
plus a redemption penalty of 1.5 percent per month to the time of redemption and a $15
Redemption Fee. If taxes are unpaid for a period of five years or more, the property is recorded
in a "Power to Sell" status and is subject to sale by the county tax collector. A 10 percent
penalty also applies to the delinquent taxes on property on the unsecured roll, and further, an
additional penalty of 1 -1/2 percent per month accrues with respect to such taxes beginning the
first day of the third month following the delinquency date.
Delinquencies. The valuation of property is determined as of January 1 each year and
equal installments of taxes levied upon secured property become delinquent on the following
December 10 and April 10. Taxes on unsecured property are due January 1. Unsecured taxes
enrolled by July 31, if unpaid, are delinquent August 31 at 5:00 p.m. and are subject to penalty;
unsecured taxes added to roll after July 31, if unpaid, are delinquent on the last day of the
month succeeding the month of enrollment.
Supplemental Assessments. A bill enacted in 1983, SB 813 (Statutes of 1983,
Chapter 498), provides for the supplemental assessment and taxation of property as of the
occurrence of a change in ownership or completion of new construction. The statute may
provide increased revenue to redevelopment agencies to the extent that supplemental
assessments as a result of new construction or changes of ownership occur within the
boundaries of redevelopment projects subsequent to the lien date. To the extent such
supplemental assessments occur within the Project Area, Tax Revenues may increase. The
projection of Tax Revenues assumes no revenue from supplemental assessments in future
years. See "TAX REVENUES — Projected Tax Revenues ".
Property Tax Administrative Costs. In 1990, the Legislature enacted SB 2557
(Statutes of 1990, Chapter 466) which allows counties to charge fees to local jurisdictions
(including redevelopment agencies) for the cost of preparing and overseeing the tax roll. For
Fiscal Year 2004 -05 the administrative fees charged to the Agency by the County for such
services was $57,341 for the Project Area, which is approximately 1.57% of the total tax
increment revenues for the Project Area.
Filing of Statement of Indebtedness. Under the Redevelopment Law, the Agency
must file with the County a statement of indebtedness for the Project Area by October 1 of each
year. As described below, the statement of indebtedness controls the amount of tax increment
revenue that will be paid to the Agency in each fiscal year. Each statement of indebtedness is
filed on a form prescribed by the State Controller and specifies, among other things: (i) the total
amount of principal and interest payable on all loans, advances or indebtedness (including the
Bonds and all Parity Debt) (the "Debt "), both over the life of the Debt and for the current fiscal
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year, and (ii) the amount of "available revenue" as of the end of the previous fiscal year.
"Available Revenue" is calculated by subtracting the total payments on Debt during the previous
fiscal year from the total revenues (both tax increment revenues and other revenues) received
during the previous fiscal year, plus any carry forward from the prior fiscal year.
The County may pay tax increment revenue to the Agency in any fiscal year only to the
extent that the total remaining principal and interest on all Debt exceeds the amount of available
revenues as shown on the statement of indebtedness. The statement of indebtedness
constitutes prima facie evidence of the indebtedness of the Agency; however, the County may
dispute the statement of indebtedness in certain cases within certain time limits established
under State law. Any such dispute may be adjudicated in court, but only the amount of the
Debt —not its validity (or any related contract or expenditures) —may be contested. No
challenge can be made to payments to a trustee or fiscal agent in connection with a bond issue
or payments to a public agency in connection with payments by that public agency with respect
to a lease or a bond issue.
Unitary Property
AB 2890 (Statutes of 1986, Chapter 1457) provides that, commencing with the fiscal
year 1988 -89, assessed value derived from State - assessed unitary property (consisting mostly
of operational property owned by utility companies and herein defined as "Unitary Property ") is
to be allocated county -wide as follows: (i) each tax rate area will receive the same amount from
each assessed utility received in the previous fiscal year unless the applicable county -wide
values are insufficient to do so, in which case values will be allocated to each tax rate area on a
pro -rata basis; and (ii) if values to be allocated are greater than in the previous fiscal year, each
tax rate area will receive a pro -rata share of the increase from each assessed utility according to
a specified formula. Additionally, the lien date on State - assessed property has been changed to
January 1. Railroad property will continue to be assessed and revenues allocated to all tax rate
areas where the railroad property is sited.
Appropriations Limitations - Article XIIIB
On November 6, 1979, California voters approved Proposition 4, the so- called Gann
Initiative, which added Article XIIIB to the California Constitution. The principal effect of Article
XIIIB is to limit the annual appropriations of the State and any city, county, school district,
authority or other political subdivision of the State to the level of appropriations for the prior
fiscal year, as adjusted for changes in the cost of living, population and services rendered by the
government entity.
Effective November 30, 1980, the California Legislature added Section 33678 to the
Redevelopment Law which provided that the allocation of taxes to a redevelopment agency for
the purpose of paying principal of, or interest on, loans, advances, or indebtedness will not be
deemed the receipt by such agency of proceeds of taxes levied by or on behalf of the agency
within the meaning of Article XIIIB, nor will such portion of taxes be deemed receipt of taxes by,
or an appropriation subject to the limitation of, any other public body within the meaning or for
the purpose of the Constitution and laws of the State, including Section 33678 of the
Redevelopment Law.
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Proposition 218
On November 5, 1996, California voters approved Proposition 218 —Voter Approval for
Local Government Taxes — Limitation on Fees, Assessments, and Charges— Initiative
Constitutional Amendment. Proposition 218 added Articles XIIIC and MID to the California
Constitution, imposing certain vote requirements and other limitations on the imposition of new
or increased taxes, assessments and property- related fees and charges. Tax Revenues
securing the 2006 Bonds are derived from property taxes which are outside the scope of taxes,
assessments and property- related fees and charges which were limited by Proposition 218.
Future Initiatives
Article XIIIA, Article XIIIB and certain other propositions affecting property tax levies
were each adopted as measures which qualified for the ballot pursuant to California's initiative
process. From time to time other initiative measures could be adopted, further affecting Agency
revenues or the Agency's ability to expend revenues.
LITIGATION
There is no litigation pending or, to the Agency's knowledge, threatened in any way to
restrain or enjoin the issuance, execution or delivery of the 2006 Bonds, to contest the validity of
the 2006 Bonds, the Indenture or any proceedings of the Agency with respect thereto. In the
opinion of the Agency and its counsel, there are no lawsuits or claims pending against the
Agency which will materially affect the Agency's finances so as to impair the ability to pay
principal of and interest on the 2006 Bonds when due.
RATINGS
Standard & Poor's Investors Services ( "S &P ")has assigned its municipal bond ratings of
"AAA" to the 2006 Bonds with the understanding that upon delivery of the 2006 Bonds a policy
insuring the payment when due of the principal of and interest on the 2006 Bonds will be issued
by Ambac Assurance. In addition, S &P has assigned an underlying rating of " " to the
2006 Bonds.
Such ratings reflect only the views of such organization and an explanation of the
significance of such rating may be obtained from S &P. There is no assurance that such ratings
will continue for any given period of time or that such ratings will not be revised downward or
withdrawn entirely by such organization, if in its judgment circumstances so warrant. Any such
downward revision or withdrawal of such ratings may have an adverse effect on the market
price of the 2006 Bonds.
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Resolution No. 2006 -170
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TAX MATTERS
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 2006 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
imposed on individuals and corporations, provided, however, that, for the purpose of computing
the alternative minimum tax imposed on corporations (as defined for federal income tax
purposes), such interest is taken into account in determining certain income and earnings.
The opinions set forth in the preceding paragraph are subject to the condition that the
Agency comply with all requirements of the Internal Revenue Code of 1986 (the "Code ") that
must be satisfied subsequent to the issuance of the 2006 Bonds in order that such interest be,
or continue to be, excluded from gross income for federal income tax purposes. The Agency
has covenanted to comply with each such requirement. Failure to comply with certain of such
requirements may cause the inclusion of such interest in gross income for federal income tax
purposes to be retroactive to the date of issuance of the 2006 Bonds.
If the initial offering price to the public (excluding bond houses and brokers) at which a
2006 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 (excluding bond houses and
brokers) at which each 2006 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. Deminimis original issue discount is
disregarded.
Under the 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 2006 Bond on the
basis of a constant interest rate compounded on each interest or principal payment date (with
straightline interpolations between compounding dates). The amount of original issue discount
accruing during each period is added to the adjusted basis of such 2006 Bonds to determine
taxable gain upon disposition (including sale, redemption, or payment on maturity) of such 2006
Bond. The Code contains certain provisions relating to the accrual of original issue discount in
the case of purchasers of the 2006 Bonds who purchase the 2006 Bonds after the initial offering
of a substantial amount of such maturity. Owners of such 2006 Bonds should consult their own
tax advisors with respect to the tax consequences of ownership of 2006 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 2006 Bonds on a sale or other disposition, and the
treatment of accrued original issue discount on such 2006 Bonds under federal individual and
corporate alternative minimum taxes.
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Under the Code, original issue premium is amortized on an annual basis over the term of
the 2006 Bond (said term being the shorter of the 2006 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 2006 Bond for purposes of determining taxable gain or loss upon disposition. The
amount of original issue premium on a 2006 Bond is amortized each year over the term to
maturity of the 2006 Bond on the basis of a constant interest rate compounded on each interest
or principal payment date (with straightline interpolations between compounding dates).
Amortized 2006 Bond premium is not deductible for federal income tax purposes. Owners of
2006 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 2006 Bonds.
In the further opinion of Bond Counsel, interest on the 2006 Bonds is exempt from
California personal income taxes.
Owners of the 2006 Bonds should be aware that the ownership or disposition of, or the
accrual or receipt of interest on, the 2006 Bonds may have federal or state tax consequences
other than as described above. Bond Counsel expresses no opinion regarding any federal or
state tax consequences arising with respect to the 2006 Bonds other than as expressly
described above.
CERTAIN LEGAL MATTERS
The legal opinion of Bond Counsel, approving the validity of the Bonds, in substantially
the form attached hereto as Appendix D, will be made available to purchasers at the time of
original delivery of the Bonds, and a copy thereof will be printed on each Bond. Certain matters
with respect to this Official Statement will be considered on behalf of the Agency by Jones Hall,
A Professional Law Corporation ( "Disclosure Counsel "). Certain matters will be passed upon for
the Agency by the City Attorney, serving as Agency Counsel.
Payment of the fees of Bond Counsel and Disclosure Counsel is contingent upon
issuance of the Bonds.
CONTINUING DISCLOSURE
The Agency has covenanted, pursuant to a Continuing Disclosure Certificate executed
on the date of delivery of the 2006 Bonds, for the benefit of owners and beneficial owners of the
2006 Bonds to provide certain financial information and operating data related to the Agency by
not later than nine months following the end of the Agency's Fiscal Year (the "Annual Report"),
and to provide notices of the occurrence of certain enumerated events, if material. The Annual
Report will be filed by the Agency with each Nationally Recognized Municipal Securities
Information Repository, and with the appropriate State information depository, if any. The
notices of material events will be filed by the Agency with the Municipal Securities Rulemaking
Board (and with the appropriate State information depository, if any). The specific nature of the
information to be contained in the Annual Report and any notices of material events is
summarized below under the caption "CONTINUING DISCLOSURE" below. A copy of the
Continuing Disclosure Certificate is set forth in Appendix E — Form of Continuing Disclosure
Certificate. The covenants of the Agency in the Continuing Disclosure Certificate have been
made in order to assist the underwriter of the 2002 Bonds in complying with S.E.C. Rule 15c2-
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12(b)(5). The Agency has had no instance in the previous five years in which it failed to comply
in all material respects with any previous continuing disclosure obligation under the Rule.
UNDERWRITING
The Agency will initially sell the 2006 Bonds to the Moorpark Public Financing Authority
(the "Authority "). Piper Jaffray & Co. (the "Underwriter ") has agreed, subject to certain
conditions, to purchase the 2006 Bonds from the Authority at a purchase price of
$ (being the principal amount of the 2006 Bonds ($ ) plus a net original
issue premium of $ and less an underwriter's discount of $ ).
The initial public offering prices to be stated on the cover of this Official Statement may
be changed from time to time by the Underwriter. The Underwriter may offer and sell
Underwritten Bonds to certain dealers, dealer banks, banks acting as agents and others at
prices lower than said public offering prices.
FINANCIAL ADVISOR
The City has retained Urban Futures Incorporated, of Orange, California, as financial
advisor (the "Financial Advisor ") in connection with the issuance of the Bonds. The Financial
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. Urban Futures Incorporated is an independent
financial advisory firm and is not engaged in the business of underwriting, trading or distributing
municipal securities or other public securities.
MISCELLANEOUS
All summaries of the Indenture, applicable legislation, agreements and other documents
are made subject to the provisions of such documents and do not purport to be complete
statements of any or all of such provisions. Reference is hereby made to such documents on
file with the Agency for further information in connection therewith.
Any statements made in this Official Statement involving matters of opinion or of
estimates, whether or not 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.
The execution and delivery of this Official Statement has been duly authorized by the
Agency.
REDEVELOPMENT AGENCY OF THE CITY OF
MOORPARK
By:
Executive Director
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APPENDIX A
CITY OF MOORPARK GENERAL INFORMATION
The following information concerning the City and the County of Ventura is included only
for the purpose of supplying general information regarding the area of the District. The Bonds
are not a debt of the City, the County, the State or any of its political subdivisions, and neither
the City, the County, the State nor any of its political subdivisions is liable therefor.
Population
The table below shows population estimates for the City, County of Ventura and the
State of California for the last five years.
CITY OF MOORPARK, COUNTY OF VENTURA
AND STATE OF CALIFORNIA
Population Estimates
Calendar
City of County of
State of
Year
Moorpark Ventura
California
2002
33,248 781,199
35,088,671
2003
34,638 793,780
35,691,472
2004
34,861 803,878
36,245,016
2005
35,717 810,763
36,728,196
2006
35,801 817,346
37,172,015
Source: State Department of Finance estimates.
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Employment and Industry
The following table shows civilian labor force and wage and salary employment data for
the Ventura Metropolitan Statistical Area, which is coterminous with Ventura County and,
therefore, includes the City of Moorpark, for the past five calendar years. These figures are
area -wide statistics and may not necessarily accurately reflect employment trends in the City.
VENTURA METROPOLITAN STATISTICAL AREA
Civilian Labor Force, Employment and Unemployment
(Annual Averages)
A -2
2001
2002
2003
2004
2005
Civilian Labor Force (1)
424,100
430,100
416,900
414,700
420,600
Employment
401,100
407,400
394,500
395,700
400,700
Unemployment
23,000
22,700
22,400
19,000
19,900
Unemployment Rate
4.6%
5.4%
5.3%
5.4%
4.7%
Wage and Salary Employment: (z)
Agriculture
19,100
19,200
20,200
20,700
22,300
Natural Resources and Mining
800
700
600
700
700
Construction
16,100
15,700
16,600
16,900
18,600
Manufacturing
40,500
38,000
37,100
38,300
38,400
Wholesale Trade
11,000
11,700
11,800
12,200
12,500
Retail Trade
33,800
34,200
34,500
35,300
36,500
Trans., Warehousing and Utilities
5,900
5,800
5,600
5,700
5,800
Information
8,400
8,100
7,200
6,800
6,200
Finance and Insurance
15,500
17,700
19,200
19,800
20,000
Real Estate and Rental and Leasing
4,200
4,600
4,300
4,400
4,500
Professional and Business Services
37,200
36,600
36,900
37,300
38,300
Educational and Health Services
25,300
26,300
27,600
27,500
28,500
Leisure and Hospitality
26,600
27,200
27,600
28,500
28,900
Other Services
9,600
10,200
10,400
10,300
10,500
Federal Government
8,000
7,900
7,800
7,700
7,400
State Government
1,800
2,000
2,200
2,200
2,300
Local Government
35,300
35,400
34,800
32,500
32,400
Total, All Industries (3)
299,000
301,000
304,400
306,900
313,800
(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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Largest Employers
The following table lists the largest employers within the County as of January 2006,
listed alphabetically.
COUNTY OF VENTURA
Major Employers
As of January 2006
Employer Name
Location
Industry
Amgen Inc
Thousand Oaks
Laboratories- Research & Development
Blue Cross Of California
Westlake Village
Insurance
Cardservice International Inc
Moorpark
Credit Card & Other Credit Plans
Central Purchasing Inc
Camarillo
Tools -New & Used
Channel Islands Glass
Oxnard
Glass -Auto Plate & Window & Etc
Coastal Berry Co Llc
Oxnard
Farms
Coastal Harvesting Inc
Santa Paula
Labor Contractors
Community Memorial Hospital
Ventura
Hospitals
Eclipse Berry Farms
Oxnard
Ranches
Farmers Insurance Group
Simi Valley
Insurance
Haas Automation Inc
Oxnard
Machinery- Manufacturers
Homestore Inc
Westlake Village
Online Services
John R Read Iii Law Offices
Ventura
Attorneys
Knights Of Columbus
Oxnard
Fraternal Organizations
Los Robles Regional Med Ctr
Thousand Oaks
Hospitals
Moorpark College
Moorpark
Schools- Universities & Colleges Academic
Nancy Reagan Breast Ctr
Simi Valley
Mammograph
Naval Air Warfare Ctr Weapons
Point Mugu Nawc
Federal Government - National Security
Naval Construction Battalion
Port Hueneme
Federal Government - National Security
Simi Valley Hospital & Health
Simi Valley
Hospitals
St Johns Pleasant Valley Hosp
Camarillo
Hospitals
St John's Regional Medical Ctr
Oxnard
Hospitals
Ventura College
Ventura
Schools- Universities & Colleges Academic
Well Point Health Networks Inc
Westlake Village
Medical & Surgical Plans
Zebra Technologies Corp
Camarillo
Bar Coding
Source: California Employment Development Department, extracted from The America's Labor Market Information
System (ALMIS) Employer Database.
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Commerce
Total taxable sales reported during the first three quarters of calendar year 2005 in the
City of Moorpark were reported to be $184,436,000, an 8.5% increase over the total taxable
sales of $169,999,000 reported during the first three quarters of calendar year 2004. The
valuation of taxable transactions in the City is presented in the following table. Annual figures
are not yet available for 2005.
CITY OF MOORPARK
Taxable Retail Sales
Source: California State Board of Equalization, Taxable Sales in California (Sales & Use Tax)
Total taxable sales reported during the first three quarters of calendar year 2005 in the
County of Ventura were reported to be $8,708,367,000, a 6.7% increase over the total taxable
sales of $8,164,827,000 reported during the first three quarters of calendar year 2004. The
valuation of taxable transactions in the County is presented in the following table. Annual
figures are not yet available for 2005.
COUNTY OF VENTURA
Taxable Retail Sales
Number of Permits and Valuation of
Number Taxable
Taxable Transactions (shown in thousands of dollars)
Taxable
Retail Stores
Total All Outlets
Transactions
Number Taxable
Number
Taxable
$9,096,092
of Permits Transactions
of Permits
Transactions
2000
185 $87,767
693
$168,006
2001
205 100,001
706
163,548
2002
200 96,586
714
155,980
2003
219 134,607
751
190,622
2004
227 170,189
747
231,780
Source: California State Board of Equalization, Taxable Sales in California (Sales & Use Tax)
Total taxable sales reported during the first three quarters of calendar year 2005 in the
County of Ventura were reported to be $8,708,367,000, a 6.7% increase over the total taxable
sales of $8,164,827,000 reported during the first three quarters of calendar year 2004. The
valuation of taxable transactions in the County is presented in the following table. Annual
figures are not yet available for 2005.
COUNTY OF VENTURA
Taxable Retail Sales
Source: California State Board of Equalization, Taxable Sales in California (Sales & Use Tax)
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Number of Permits and Valuation of
Taxable Transactions (shown in thousands of dollars)
Retail Stores Total All Outlets
Number Taxable
Number
Taxable
of Permits Transactions
of Permits
Transactions
2000
7,112 $6,503,650
22,277
$9,096,092
2001
7,507 6,848,013
22,523
9,532,990
2002
7,647 7,153,302
22,808
9,803,513
2003
7,872 7,716,554
23,672
10,382,440
2004
8,036 8,316,604
23,797
11,176,821
Source: California State Board of Equalization, Taxable Sales in California (Sales & Use Tax)
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Resolution No. 2006 -170
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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
Building Permit Valuation
(Valuation in Thousands of Dollars)
Source: Construction Industry Research Board, Building Permit Summary
The following table shows a five -year summary of the valuation of building permits
issued in the County.
Permit Valuation
New Single- family
New Multi- family
Res. Alterations /Additions
Total Residential
New Commercial
New Industrial
New Other
Com. Alterations /Additions
Total Nonresidential
New Dwelling Units
Single Family
Multiple Family
TOTAL
COUNTY OF VENTURA
Building Permit Valuation
(Valuation in Thousands of Dollars)
2001 2002 2003 2004 2005
$788,672.0 $618,942.5 $633,558.8 $545,338.4 $816,280.9
28,931.1
2001
2002
2003
2004
2005
Permit Valuation
102,055.8
118,021.6
136,680.2
889,137.8
739,596.9
New Single- family
$69,632.7
$48,502.7
$18,800.9
$33,904.4
$27,991.5
New Multi- family
0.0
0.0
11,451.3
0.0
0.0
Res. Alterations /Additions
2,183.0
3,158.0
2,783.0
2,873.0
3,338.9
Total Residential
71,815.7
51,660.7
33,035.3
36,777.4
31,330.5
New Commercial
1,783.6
5,700.0
3,882.0
2,550.0
0.0
New Industrial
0.0
0.0
0.0
0.0
0.0
New Other
1,054.0
2,991.0
1,584.0
1,195.4
2,543.5
Com. Alterations /Additions
6,842.7
11,163.4
5,624.0
8,310.9
4,465.5
Total Nonresidential
9,680.3
19,854.4
11,090.0
12,056.3
7,009.0
New Dwelling Units
Single Family
242
167
50
107
76
Multiple Family
0
0
198
0
0
TOTAL
242
167
248
107
76
Source: Construction Industry Research Board, Building Permit Summary
The following table shows a five -year summary of the valuation of building permits
issued in the County.
Permit Valuation
New Single- family
New Multi- family
Res. Alterations /Additions
Total Residential
New Commercial
New Industrial
New Other
Com. Alterations /Additions
Total Nonresidential
New Dwelling Units
Single Family
Multiple Family
TOTAL
COUNTY OF VENTURA
Building Permit Valuation
(Valuation in Thousands of Dollars)
2001 2002 2003 2004 2005
$788,672.0 $618,942.5 $633,558.8 $545,338.4 $816,280.9
28,931.1
30,588.0
106,971.0
88,843.1
232,904.1
71,534.8
90,066.4
102,055.8
118,021.6
136,680.2
889,137.8
739,596.9
842,585.7
752,203.0
1,185,865.2
861,157.9
103,802.7
156,244.2
126,773.4
127,994.5
76,467.3
31,083.1
46,670.8
45,495.0
22,548.9
51,800.0
56,904.5
61,756.5
62,395.4
99,325.9
94,379.3
96,773.4
114,808.7
118,626.1
121,638.3
308,804.5
288,563.8
379,480.2
353,289.9
371,507.6
3,157
2,228
2,342
1,721
2,593
289
279
1,293
882
1,923
3,446
2,507
3,635
2,603
4,516
Source: Construction Industry Research Board, Building Permit Summary.
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Resolution No. 2006 -170
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APPENDIX B
AUDITED FINANCIAL STATEMENTS OF THE AGENCY
FOR FISCAL YEAR ENDED JUNE 30, 2005
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APPENDIX C
SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE
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APPENDIX D
FORM OF BOND COUNSEL OPINION
_, 2006
Redevelopment Agency of the City of Moorpark
799 Moorpark Avenue
Roseville, California 93021
OPINION: $ Redevelopment Agency of the City of Moorpark
Moorpark Redevelopment Proiect Area 2006 Redevelopment Bonds
Members of the Agency:
We have acted as bond counsel in connection with the issuance by the Redevelopment
Agency of the City of Moorpark (the "Agency ") of its $ principal amount
Redevelopment Agency of the City of Moorpark, Moorpark Redevelopment Project Area 206
Tax Allocation Bonds (the "Bonds "), pursuant to the Community Redevelopment Law,
constituting Part 1 (commencing with Section 33000) of Division 24 of the Health and Safety
Code of the State of California (the "Law "), a resolution of the Agency adopted on
2006, and an Indenture of Trust, dated as of May 1, 1999 (the "1999
Indenture "), as supplemented by a First Supplemental Indenture of Trust, dated as of December
1, 2001 (the "First Supplement'), and supplemented by a Second Supplemental Indenture dated
as of December 1, 2006 (the "Second Supplement'), by and between the Agency and The Bank
of New York Trust Company, N.A. (the "Trustee "). The 1999 Indenture, as so supplemented, is
referred to herein as the "Indenture ". 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 Agency contained in the Resolution and in certified proceedings and other certifications of
public officials furnished to us, without undertaking to verify such facts by independent
investigation.
Based upon the foregoing, we are of the opinion, under existing law, as follows:
1. The Agency is duly created and validly existing as a public body, corporate and
politic, with the power to execute and deliver the Indenture, perform the agreements on its part
contained therein and issue the Bonds.
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Resolution No. 2006 -170
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2. The Indenture has been duly executed and delivered by the Agency and
constitutes a valid and binding obligation of the Agency enforceable upon the Agency.
3. Pursuant to the Law, the Indenture creates a valid lien on the funds pledged by the
Indenture for the security of the Bonds and any Parity Debt issued pursuant to the Indenture,
subject to no prior lien granted under the Law.
4. The Bonds have been duly authorized, executed and delivered by the Agency and
are valid and binding special obligations of the Agency, payable solely from the sources
provided therefor in the Indenture.
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 imposed on individuals and corporations; it should be noted, however, that, for the purpose
of computing the alternative minimum tax imposed on corporations (as defined for federal
income tax purposes), such interest is taken into account in determining certain income and
earnings. The opinions set forth in the preceding sentence are subject to the condition that the
Agency comply with all requirements of the Internal Revenue Code of 1986 that must be
satisfied subsequent to the issuance of the Bonds in order that interest thereon be, or continue
to be, excluded from gross income for federal income tax purposes. The Agency has
covenanted to comply with each such requirement. Failure to comply with certain of such
requirements may cause the inclusion of interest on the Bonds in gross income for federal
income tax purposes to be retroactive to the date of issuance of the Bonds. We express no
opinion regarding other federal tax consequences arising with respect to the Bonds.
6. The interest on the Bonds is exempt from personal income taxation imposed by the
State of California.
The rights of the owners of the Bonds and the enforceability of the Bonds and the
Resolution may be subject to bankruptcy, insolvency, reorganization, moratorium and other
similar laws affecting creditors' rights heretofore or hereafter enacted and may also be subject
to the exercise of judicial discretion in appropriate cases.
Respectfully submitted,
A Professional Law Corporation
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Resolution No. 2006 -170
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APPENDIX E
FORM OF CONTINUING DISCLOSURE AGREEMENT
Redevelopment Agency of the City of Moorpark
Moorpark Redevelopment Project Area
2006 Tax Allocation Bonds
This Continuing Disclosure Certificate (the "Disclosure Certificate ") is executed and
delivered by the Redevelopment Agency of the City of Moorpark (the "Agency ") in connection
with the issuance of the Agency's $ Moorpark Redevelopment Project Area
2006 Tax Allocation Bonds (the "Bonds "). The Bonds are being issued pursuant to an Indenture
of Trust dated as of May 1, 1999, by and between the Agency and BNY Western Trust
Company (now known as The Bank of New York Trust Company, N.A., 'as trustee (the
"Trustee ") and a First Supplemental Indenture of Trust dated as of December 1, 2001 and a
Second Supplemental Indenture of Trust, dated as of 2006 (as supplemented,
the "Indenture "). The Agency hereby covenants and agrees as follows:
Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being
executed and delivered by the Agency 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 in the Indenture, which
apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this
Section, the following capitalized terms shall have the following meanings:
"Annual Report' shall mean any Annual Report provided by the Agency pursuant to, and
as described in, Sections 3 and 4 of this Disclosure Certificate.
"Continuing Disclosure Agent" shall mean Urban Futures, Inc., or any successor
Continuing Disclosure Agent designated in writing by the Issuer and which has filed with the
Issuer and the Trustee a written acceptance of such designation.
"Dissemination Agent" shall mean Urban Futures, Inc., acting as the Dissemination
Agent, or any successor Dissemination Agent designated in writing by the Agency and which
has filed with the Agency a written acceptance of such designation.
"Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure
Certificate.
"National Repository' shall mean any Nationally Recognized Municipal Securities
Information Repository for purposes of the Rule. Any filing under this Disclosure Certificate with
a National Repository may be made solely by transmitting such filing to the Texas Municipal
Advisory Council (the "MAC ") as provided at http: / /www.disclosureusa.org unless the United
States Securities and Exchange Commission has withdrawn the interpretive advice in its letter
to the MAC dated September 7, 2004.
"Official Statement" shall mean the Official Statement dated 2006 relating
to the Bonds.
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Resolution No. 2006 -170
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"Participating Underwriter" shall mean the original underwriter of the Bonds required to
comply with the Rule in connection with the offering of the Bonds.
"Repository' shall mean each National Repository and each State Repository.
"Rule" shall mean Rule 15c2- 12(b)(5) adopted by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as the same may be amended from
time to time.
"State Repository' shall mean any public or private repository or entity designated by the
State of California as a state repository for the purpose of the Rule and recognized as such by
the Securities and Exchange Commission. As of the date of this Disclosure Certificate, there is
no State Repository.
Section 3. Provision of Annual Reports.
(a) Not later than seven (7) months after the end of the Issuer's fiscal year (which
date currently would be January 31, based upon the June 30 end of the Issuer's fiscal year),
commencing with the report for the fiscal year, the Issuer shall cause the
Continuing Disclosure Agent to prepare and the Dissemination Agent to provide to each
Repository an Annual Report which is consistent with the requirements of Section 4 of this
Disclosure Agreement. Not later than fifteen (15) Business Days prior to said date, the Issuer
shall provide or cause the Continuing Disclosure Agent to provide, the Annual Report to the
Dissemination Agent (if other than the Issuer). 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 Agreement; provided that the audited
financial statements of the Issuer may be submitted separately from the balance of the Annual
Report, and later than the date required above for the filing of the Annual Report if not available
by that date. If the Issuer's fiscal year changes, it shall give notice of such change in the same
manner as for a Listed Event under Section 5(c).
(b) If the Agency is unable to provide to the Repositories an Annual Report by the
date required in subsection (a), the Agency shall send a notice to that effect to the Municipal
Securities Rulemaking Board in substantially the form attached as Exhibit A.
(c) The Dissemination Agent shall:
(i) determine each year prior to the date for providing the Annual Report the
name and address of each National Repository and each State Repository, if
any; and (if the Dissemination Agent is other than the Agency)
(ii) to the extent information is made available to it, file a report with the
Agency certifying that the Annual Report has been provided pursuant to this
Disclosure Certificate, stating the date it was provided and listing all the
Repositories to which it was provided.
Section 4. Content of Annual Reports. The Agency's Annual Report shall contain or
incorporate by reference the following:
(a) Audited Financial Statements of the Agency prepared in accordance with
generally accepted accounting principles as promulgated to apply to governmental entities from
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Resolution No. 2006 -170
Page 108
time to time by the Governmental Accounting Standards Board. If the Agency's audited financial
statements are not available by the time the Annual Report is required to be filed pursuant to
Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar
to the financial statements contained in the final 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 concerning the Agency's Moorpark Redevelopment
Project (the "Project Area ") for the most recently completed fiscal year, but such information
need not be provided for any fiscal year in which Tax Revenues (as defined in the Indenture)
are in excess of 125% of Maximum Annual Debt Service (as defined in the Indenture):
(i) Taxable assessed values in the Project Area for the most recent fiscal year;
(ii) Tax Revenues for the most recent fiscal year;
(iii) An update of the ten largest assesses in the Project Area;
(iv) Issuance by the Agency of any Parity Debt (including date of issue, amount,
term, rating, and any applicable bond insurance), since the date of the last
annual report;
(v) Tax levy, percentage of current year levy collected, percentage of current levy
delinquent, total collections and total collections as a percentage of the most
recent year's tax levy;
(vi) Amount of all Agency debt outstanding secured by a pledge of the Tax Revenues
and cumulative amount of Tax Revenues received by the Agency to date; and
(vii) Current year annual debt service and debt service coverage ratio for the Bonds
and all Parity Debt of the Agency.
Any or all of the items listed above may be modified as appropriate to reflect new
industry standards as they evolve and are endorsed by the California Public Securities
Association, and may be included by specific reference to other documents, including official
statements of debt issues of the Agency or related public entities, which have been submitted
to each of the Repositories or the Securities and Exchange Commission. If the document
included by reference is a final official statement, it must be available from the Municipal
Securities Rulemaking Board. The Agency shall clearly identify each such other document so
included by reference.
Section 5. Reporting of Significant Events.
(a) Pursuant to the provisions of this Section 5, the Agency shall give, or cause to be
given, notice of the occurrence of any of the following events with respect to the Bonds, if
material:
(i) Principal and interest payment delinquencies.
(ii) Non - payment related defaults.
(ii) Unscheduled draws on debt service reserves reflecting financial difficulties.
(iv) Unscheduled draws on credit enhancements reflecting financial difficulties.
(v) Substitution of credit or liquidity providers, or their failure to perform.
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Resolution No. 2006 -170
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(vi) Adverse tax opinions or events affecting the tax - exempt status of the security.
(vii) Modifications to rights of security holders.
(viii) Contingent or unscheduled bond calls.
(ix) Defeasances.
(x) Release, substitution, or sale of property securing repayment of the securities.
(xi) Rating changes.
(b) Whenever the Agency obtains knowledge of the occurrence of a Listed Event,
the Agency shall as soon as possible determine if such event would be material under
applicable Federal Securities law.
(c) If the Agency determines that knowledge of the occurrence of a Listed Event
would be material under applicable Federal Securities law, the Agency shall promptly file a
notice of such occurrence with the Municipal Securities Rulemaking Board and each State
Repository. Notwithstanding the foregoing, notice of Listed Events described in subsections
(a)(viii) and (ix) 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 pursuant to the Indenture.
Section 6. Termination of Reporting Obligation. The Agency's and the Dissemination
Agent's obligations under this Disclosure Certificate shall terminate upon the legal defeasance,
redemption or payment in full of all of the Bonds or upon the delivery to the Dissemination Agent
of an opinion of nationally recognized bond counsel to the effect that continuing disclosure is no
longer required. If such termination occurs prior to the final maturity of the Bonds, the Agency
shall give notice of such termination in the same manner as for a Listed Event under Section
5(c).
Section 7. Dissemination Agent and Continuing Disclosure Agent. (a) The Agency 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 such Dissemination Agent,
with or without appointing a successor Dissemination Agent. The Dissemination Agent shall not
be responsible in any manner for the content of and any notice or report prepared by the
Agency pursuant to the Disclosure Agreement. The initial Dissemination Agent shall be Urban
Futures, Incorporated; If at any time there is no designated Dissemination Agent appointed by
the Agency, or if the Dissemination Agent so appointed is unwilling or unable to perform the
duties of Dissemination Agent hereunder, the Agency shall be the Dissemination Agent and
undertake or assume its obligations hereunder. Any company succeeding to all or substantially
all of the Dissemination Agent's corporate trust business shall be the successor to the
Dissemination Agent hereunder without the execution or filing of any paper or any further ad.
(b) The Dissemination Agent shall be paid compensation by the Agency for its
services provided hereunder in accordance with its schedule of fees as agreed to between the
Dissemination Agent and the Agency from time to time and all expenses, legal fees and
advances made or incurred by the Dissemination Agent in the performance of its duties
hereunder. The Dissemination Agent shall have no duty or obligation to review any information
provided to it by Agency hereunder and shall not be deemed to be acting in any fiduciary
capacity for the Agency, holders or beneficial owners or any other party. The Dissemination
Agent may rely and shall be protected in acting or refraining from acting upon any direction from
the Agency or an opinion of nationally recognized bond counsel. The Dissemination Agent shall
not be responsible in any manner for the format or content of any notice or Annual Report
prepared by the Agency pursuant to this Disclosure Certificate.
The Dissemination Agent may at any time resign by giving written notice of such
resignation to the Agency.
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Resolution No. 2006 -170
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(c) The Agency hereby appoints and engages Urban Futures, Inc. as the Continuing
Disclosure Agent to assist it in carrying out is obligations under this Disclosure Agreement. The
Continuing Disclosure Agent shall be responsible for the preparation of the Annual Report on
behalf of the Agency pursuant to this Disclosure Agreement. The Agency may replace the
Continuing Disclosure Agent with or without cause. If at the time there is no designated
Continuing Disclosure Agent appointed by the Issuer, the Issuer shall be the Continuing
Disclosure Agent and undertake or assume its obligations hereunder. Any company
succeeding to all or substantially all of the Continuing Disclosure Agent's corporate trust
business shall be the successor to the Continuing Disclosure Agent hereunder without the
execution or filing of any paper or any further act. The Continuing Disclosure Agent may resign
its duties hereunder at any time upon written notice to the Agency.
The Continuing Disclosure Agent shall be paid compensation by the Agency for its
services provided hereunder in accordance with its schedule of fees agreed to between the
Continuing Disclosure Agent and the Agency from time to time and for all expenses, legal fees
and advances made or incurred by the Continuing Disclosure Agent in the performance of its
duties hereunder. The Continuing Disclosure Agent shall have no duty or obligation to review
any information provided to it by the Agency hereunder and shall not be deemed to be acting in
any fiduciary capacity for the Issuer, holders or beneficial owners or any other party. The
Continuing Disclosure Agent may rely and shall be protected in acting or refraining from acting
upon any direction from the Issuer or an opinion of nationally recognized bond counsel.
Section 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure
Certificate, the Agency may amend this Disclosure Certificate, and any provision of this
Disclosure Certificate may be waived, provided that the following conditions are satisfied:
(a) the amendment or waiver, if it relates to annual or event information to be
provided, is made in connection with a change in circumstances that arises from a change in
legal requirements, change in law, or change in the identity, nature, or status of the Agency, 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 Indenture for amendments to the Indenture with the consent of
holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair
the interests of the holders.
If the annual financial information or operating data to be provided in the Annual Report
is amended pursuant to the provisions hereof, the annual financial information 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 the undertaking specifying the accounting principles to be
followed in preparing financial statements, the annual financial information 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
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Resolution No. 2006 -170
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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 Agency to meet its obligations. To the
extent reasonably feasible, the comparison shall be quantitative. A notice of the change in the
accounting principles shall be sent to the Repositories.
Section 9. Additional Information. Nothing in this Disclosure Certificate shall be deemed
to prevent the Agency 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 Agency 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 Agency 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 10. Default. In the event of a failure of the Agency to comply with any provision
of this Disclosure Certificate, 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 Agency 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
Indenture, and the sole remedy under this Disclosure Certificate in the event of any failure of the
Agency or the Dissemination Agent to comply with this Disclosure Certificate shall be an action
to compel performance.
Section 11. Duties. Immunities and Liabilities of Dissemination Agent. All of the
immunities, indemnities, and exceptions from liability in Article VI of the Indenture insofar as
they relate to the Trustee shall apply to the Trustee and the Dissemination Agent in this
Disclosure Agreement. The Dissemination Agent shall have only such duties as are specifically
set forth in this Disclosure Certificate, and the Agency agrees to indemnify and save the
Dissemination Agent, its officers, directors, employees and agents, harmless against any loss,
expense and liabilities which it 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 may rely and shall be protected in
acting or refraining from acting upon any direction from the Agency or an opinion of nationally
recognized bond counsel. The obligations of the Agency under this Section shall survive
resignation or removal of the Dissemination Agent and payment of the Bonds. No person shall
have any right to commence any action against the Trustee or Dissemination Agent seeking
any remedy other than to compel specific performance of this Disclosure Certificate.
The Agency shall pay the reasonable fees and expenses of the Dissemination Agent for
its duties hereunder. Article VI of the Indenture is hereby made applicable to this Disclosure
Certificate as if this Certificate were contained in the Indenture, and the Trustee and
Dissemination Agent shall be entitled to the protections, limitations from liability and indemnities
afforded the Trustee thereunder. The Dissemination Agent shall have no responsibility for the
preparation, form or content of any Annual Report or any notice of a Listed Event.
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Resolution No. 2006 -170
Page 112
Section 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of
the Agency, the Dissemination Agent, the Participating Underwriter and holders and beneficial
owners from time to time of the Bonds, and shall create no rights in any other person or entity.
Dated: .2006
REDEVELOPMENT AGENCY OF THE CITY OF
MOORPARK
By:
ACCEPTANCE OF DISSEMINATION AGENT:
The undersigned hereby accepts the designation
of Dissemination Agent and Continuing Disclosure
Agent and agrees to the duties of the
Dissemination Agent and Continuing Disclosure
Agent set forth in the foregoing Continuing
Disclosure Certificate.
URBAN FUTURES INCORPORATED
By:
Authorized Signatory
E -7
Executive Director
Resolution No. 2006 -170
Page 113
EXHIBIT A
FORM OF NOTICE OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer: Redevelopment Agency of the City of Moorpark
Name of Bond Issues: $ Moorpark Redevelopment Project Area 2006
Tax Allocation Bonds
Date of Issuance:
2006
NOTICE IS HEREBY GIVEN that the Redevelopment Agency of the City of Moorpark
(the "Issuer ") has not provided an Annual Report with respect to the above -named Bonds as
required by the Indenture of Trust,. dated as of May 1, 1999, as supplemented thereafter, by and
between the Issuer and The Bank of New York Trust Company, N.A, as trustee. The Issuer
anticipates that the Annual Report will be filed by
Dated:
cc: Trustee
REDEVELOPMENT AGENCY OF THE CITY OF
MOORPARK
By:
Title:
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Resolution No. 2006 -170
Page 114
APPENDIX F
SPECIMEN MUNICIPAL BOND INSURANCE POLICY
F -1
Resolution No. 2006 -170
Page 115
STATE OF CALIFORNIA )
COUNTY OF VENTURA ) ss.
CITY OF MOORPARK )
I, Deborah S. Traffenstedt, Secretary of the Redevelopment Agency of the City of
Moorpark, California, do hereby certify under penalty of perjury that the foregoing
Resolution No. 2006 -170 was adopted by the Redevelopment Agency of the City of
Moorpark at a regular meeting held on the 15th day of November, 2006, and that the
same was adopted by the following vote:
AYES: Agency Members Harper, Mikos, Parvin, and Chair Hunter
NOES: None
ABSENT: Agency Member Millhouse
ABSTAIN: None
2006.
WITNESS my hand and the official seal of said City this 15th day of December,
�. �.�n��
Deborah S. Traffenstedt,
Agency Secretary
(seal)
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