HomeMy WebLinkAboutAGENDA REPORT 2014 0702 CCSA REG ITEM 09DCITY OP MOORPARK, CALIFORNRA
City
Council E:r ITEM 9-1
L
SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY
OF THE CITY OF MOORPARK
AGENDA REPORT
TO: Honorable Successor Agency Members
FROM: Ron Ahlers, Finance Director
a
DATE: June 24, 2014 (City Council Meeting of July 2, 2014)
SUBJECT: Consider Resolution Requesting Direction to Undertake Proceedings
for the Issuance of 2014 Tax Allocation Refunding Bonds to Refund
Certain Outstanding Obligations of the Former Redevelopment
Agency of the City of Moorpark, Approving the Issuance of Such
Refunding Bonds and the Execution and Delivery of Third
Supplemental Indenture of Trust and Escrow Agreement and
Providing Other Matters Relating to the Issuance of the Refunding
Bonds
BACKGROUND
The Redevelopment Agency of the City of Moorpark (the "Prior Agency") issued its
$9,860,000 Tax Allocation Refunding Bonds in 1999 (the "1999 Bonds"), of which
$2,735,000 are currently outstanding. The 1999 Bonds have an interest rate of 4.875%
on the bonds with the longest maturity of October 1, 2018. The Prior Agency also
issued its $11,625,000 Tax Allocation Bonds in 2001 (the "2001 Bonds"), of which
$11,435,000 is currently outstanding. The 2001 Bonds have an interest rate of 5.125%
on the bonds with the longest maturity of October 1, 2013.
DISCUSSION
Interest rates are currently at historic lows. By issuing the proposed 2014 Tax Allocation
Refunding Bonds (the "2014 Bonds") to refinance the outstanding principal of the 1999
and 2001 Bonds, a debt service savings of approximately $2.25 million can be
generated, without extending the current maturity date of the bonds. The 2014 Bonds
will be issued in an aggregate principal of approximately $12.9 million, and will have a
final maturity date of 10/1/2031, to match the longest term date of the bonds being
refunded. Based on the redevelopment dissolution laws, the savings amount can be
retained and used by the Successor Agency to the extent there is a corresponding
amount of enforceable obligations, otherwise the savings amount would be split among
Honorable Successor Agency
July 2, 2014
Page 2
all the taxing entities including the county, school district, and the City's general fund.
Either way, by refunding the 1999 bonds and 2001 bonds, there will be an additional
$128,000 (estimated) distributed to the taxing entities annually.
The State Department of Finance ("DOF") is allowed 60 days to review any actions of
the Oversight Board to approve refunding bond issues. The Oversight Board meeting to
approve the action of the Successor Agency with regards to the 2014 Bonds is
scheduled for July 15th, therefore, the DOF would have until mid-September to review
the proposed 2014 Bonds. It is anticipated that the Preliminary Official Statement,
Continuing Disclosure Certificate, and the Bond Purchase Agreement will be presented
to the Successor Agency for consideration of approval at a subsequent meeting, most
likely by the end of September.
SUMMARY OF DOCUMENTS:
• Successor Agency Resolution: The resolution will authorize the Successor Agency to
issue its Refunding Tax Allocation Bonds, 2014 Series to refund the 1999 & 2001
Bonds.
• Escrow Agreement: This document directs the Trustee (Bank of New York) to
execute and establish an escrow for bond proceeds, deposit bond proceeds from the
2014 issuance into the escrow and to use such funds to call and defease the 1999
Bonds and the 2001 Bonds.
C Third Supplemental Indenture of Trust: This document contains the terms of the
2014 Bonds, including payment and redemption/prepayment provisions, definition and
pledge of revenues to pay the Bonds, Rights and Duties of the Trustee, remedies upon
a default in the payment of the 2014 Bonds, and final discharge of the 2014 Bonds and
other related matters. This Supplemental Indenture supplements the original Indenture
from 1999.
The forms of these documents are on file with the City Clerk.
FISCAL IMPACT
The proposed 2014 Bonds will generate an estimated total debt service savings of
approximately $2.25 million net of all costs of issuance, and the term of the 2014 Bonds
will not exceed the term of the 1999 and 2001 Bonds being refunded. The annual
savings is estimated to be approximately $128,000. The Successor Agency may retain
the savings amount to the extent it has enforceable obligations in a corresponding
amount; otherwise the savings will be split among all of the affected taxing entities
(including the City's general fund). The source of repayment of the 2014 Bonds would
141
Honorable Successor Agency
July 2, 2014
Page 3
be limited to tax increment revenues generated in the redevelopment project area, and
the 2014 Bonds would not be a debt of the City.
STAFF RECOMMENDATION
Adopt Resolution No. SA -2014-
Attachments -
1 .
A-2014-
Attachments:1. Resolution No. SA -2014-
2. Urban Futures Letter, Debt Service Savings Analysis
3. Escrow Deposit and Trust Agreement
4. Third Supplemental Indenture of Trust
142
Attachment 1
RESOLUTION NO. SA -2014-
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
SUCCESSOR AGENCY OF THE REDEVELOPMENT AGENCY
OF THE CITY OF MOORPARK, CALIFORNIA REQUESTING
DIRECTION TO UNDERTAKE PROCEEDINGS FOR THE
ISSUANCE OF 2014 TAX ALLOCATION REFUNDING BONDS TO
REFUND CERTAIN OUTSTANDING OBLIGATIONS OF THE
FORMER REDEVELOPMENT AGENCY OF THE CITY OF
MOORPARK, APPROVING THE ISSUANCE OF SUCH
REFUNDING BONDS AND THE EXECUTION AND DELIVERY OF
THIRD SUPPLEMENTAL INDENTURE OF TRUST AND ESCROW
AGREEMENT AND PROVIDING OTHER MATTERS RELATING
TO THE ISSUANCE OF THE REFUNDING BONDS
WHEREAS, the Redevelopment Agency of the City of Moorpark (the "Former
Agency") was 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, constituting Part 1 of Division
24 of the Health and Safety Code of the State (the "Redevelopment Law");
WHEREAS, a redevelopment plan for the Moorpark Redevelopment Project was
adopted in compliance with all requirements of the Redevelopment Law;
WHEREAS, pursuant to Section 34172(a) of the California Health and Safety
Code (unless otherwise noted, all Section references hereinafter being to such Code),
the Former Agency has been dissolved and no longer exists as a public body, corporate
and politic, and pursuant to Section 34173, the City of Moorpark has become the
successor entity to the Former Agency (the "Successor Agency");
WHEREAS, prior to the dissolution of the Former Agency, the Former Agency
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 Former Agency's Moorpark
Redevelopment Project 1993 Tax Allocation Bonds; (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" and together with the 1999
Bonds, the "Prior Bonds") for the purpose of financing redevelopment projects of the
Former Agency; and (iii) $11,695,000 initial principal amount of the Redevelopment
Agency of the City of Moorpark, Moorpark Redevelopment Project 2006 Tax Allocation
Bonds (the "2006 Bonds"), for the purpose of financing redevelopment projects of the
Former Agency;
143
WHEREAS, Section 34177.5(a)(1) authorizes the Successor Agency to
undertake proceedings for the refunding of outstanding bonds and other obligations of
the Former Agency in order to achieve debt service savings within the parameters set
forth in Section 34177.5(a)(1) (the "Savings Parameters"), and to issue bonds for such
purpose pursuant to Article 11 (commencing with Section 53580) of Chapter 3 of Part 1
of Division 2 of Title 5 of the Government Code (the "Refunding Law");
WHEREAS, the Successor Agency has determined, based on current conditions
in the municipal bond market, that it will achieve debt service savings in compliance with
the Savings Parameters as evidenced by the analysis prepared by its Financial Advisor,
describing potential savings that will accrue to the Successor Agency and to applicable
taxing entities as a result of the refunding of the Prior Bonds (the "Debt Service Savings
Analysis"), -
WHEREAS, the Successor Agency proposes to achieve the potential debt
service savings evidenced by the Debt Service Savings Analysis by the issuance of its
Successor Agency to the Redevelopment Agency of the City of Moorpark 2014 Tax
Allocation Refunding Bonds (the "Refunding Bonds") pursuant to the Law, the
Refunding Law and a Third Supplemental Indenture of Trust (the "Third Supplement"),
supplementing an Indenture of Trust, dated as of May 1, 1999 (the "Original Indenture"),
the First Supplemental Indenture of Trust, dated as of December 1, 2001 (the "First
Supplement") and the Second Supplemental Indenture of Trust, dated as of December
1, 2006 (the "Second Supplement" and together with the Original Indenture, First
Supplement and the Third Supplement, the "Indenture"), by and between The Bank of
New York Mellon Trust Company, N.A. and the Former Agency on file with the
Secretary;
WHEREAS, debt service on the Refunding Bonds will be payable on a parity
basis with the 2006 Bonds;
WHEREAS, pursuant to Section 34179, an oversight board (the "Oversight
Board") has been established for the Successor Agency and the Successor Agency
requests that the Oversight Board direct the Successor Agency to undertake
proceedings for the issuance of the Refunding Bonds, it being understood that such
direction by the Oversight Board will enable the Successor Agency to recover its related
costs in connection with the refunding proceedings, as authorized by Section
34177.5(ol-
WHEREAS, the Successor Agency, with the aid of its staff, has reviewed the
Indenture and the Escrow Deposit and Trust Agreement relating to the refunding of the
Prior Bonds (the "Escrow Agreement') and the Successor Agency wishes to approve
the Indenture and the issuance, sale and delivery of the Refunding Bonds and to
approve the Escrow Agreement;
144
WHEREAS, the
Successor Agency
also requests that the Oversight
Board
approve the issuance,
sale and delivery of
the Refunding Bonds by the Successor
Agency, as authorized
by Section 34177.5(f),
and that the Oversight Board
make
certain determinations
described below on
which the Successor Agency will
rely in
undertaking the refunding proceedings and
the issuance, sale and delivery
of the
Refunding Bonds;
WHEREAS, following approval by the Oversight Board of the issuance of the
Refunding Bonds by the Successor Agency to be effective upon approval by the
California Department of Finance of such approval by the Oversight Board, the
Successor Agency, with the assistance of Jones Hall, as its legal counsel, Urban
Futures, Inc., as its Financial Advisor and Jeffries Group LLC, as underwriter, will cause
to be prepared a form of Official Statement describing the Refunding Bonds and
containing material information relating to the Refunding Bonds, the preliminary form of
which will be submitted to the Successor Agency for approval for distribution by the
underwriter of the Refunding Bonds to persons and institutions interested in purchasing
the Refunding Bonds; and
WHEREAS, the Successor Agency will approve a purchase contract with the
underwriter and will authorize and direct its officers and staff to implement the sale and
delivery of the Refunding Bonds to the underwriter pursuant to the purchase contract.
NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE SUCCESSOR
AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF MOOPARK, DOES
HEREBY RESOLVE AS FOLLOWS:
SECTION 1. Determination of Savings. The Successor Agency has determined
that there are significant potential savings available to the Successor Agency and to
applicable taxing entities in compliance with the Savings Parameters by the issuance by
the Successor Agency of the Refunding Bonds to provide funds to refund the Prior
Bonds, all as evidenced by the Debt Service Savings Analysis on file with the Secretary
of the Successor Agency, which Debt Service Savings Analysis is hereby approved.
SECTION 2. Request for Direction. The Oversight Board is hereby requested to
direct the Successor Agency to undertake the refunding proceedings pursuant to
Section 34177.5(a)(1) for the issuance, sale and delivery of the Refunding Bonds.
SECTION 3. Approval of Issuance of the Refunding Bonds. The Successor
Agency hereby authorizes and approves the issuance of the Refunding Bonds pursuant
to the Refunding Law in the aggregate principal amount of not to exceed $15,000,000
for the purpose of providing funds to refinance the Prior Bonds in whole or in part. The
Successor Agency further authorizes the sale of the Refunding Bonds, provided that the
Refunding Bonds shall bear interest at such rates and shall be sold at such a price so
as to achieve the Savings Parameters required to be met by Section 34177.5(a)(1).
145
SECTION 4. Indenture of Trust. The Successor Agency hereby approves the
Indenture prescribing the terms and provisions of the Refunding Bonds and the
application of the proceeds of the Refunding Bonds. Each of the Mayor, as the
presiding officer of the Successor Agency, or the City Manager of the City of Moorpark,
as the chief administrative officer of the Successor Agency, or a designee of such
authorized individual (each, an "Authorized Officer"), is hereby authorized and directed
to execute and deliver, and the City Clerk, as the secretary of the Successor Agency, is
hereby authorized and directed to attest to, the Third Supplement for and in the name
and on behalf of the Successor Agency, in substantially the form on file with the City
Clerk, with such changes therein, deletions therefrom and additions thereto as the
Authorized Officer shall approve, such approval to be conclusively evidenced by the
execution and delivery of the Third Supplement. The Successor Agency hereby
authorizes the delivery and performance of the Third Supplement.
SECTION 5. Issuance in Separate Series. The Refunding Bonds may be issued
as a single issue, or from time to time in separate series, as the Successor Agency shall
determine. The approval of the issuance of the Refunding Bonds by the Successor
Agency and by the Oversight Board shall constitute the approval of each and every
separate series of Refunding Bonds, without the need for any further approval from the
Oversight Board, provided that each such separate series of Refunding Bonds complies
with the Saving Parameters required to be met by Section 34177.5(a)(1).
SECTION 6. Escrow Agreement. The Successor Agency hereby approves the
Escrow Agreement (which may be a separate agreement for each series) prescribing
the provisions for refunding the Prior Bonds. Each Authorized Officer is hereby
authorized and directed to execute and deliver, and the City Clerk, as the secretary of
the Successor Agency, is hereby authorized and directed to attest to, the Escrow
Agreement for and in the name and on behalf of the Successor Agency, in substantially
the form on file with the City Clerk, with such changes therein, deletions therefrom and
additions thereto as the Authorized Officer shall approve, such approval to be
conclusively evidenced by the execution and delivery of the Escrow Agreement. The
Successor Agency hereby authorizes the delivery and performance of the Escrow
Agreement, and any additional escrow agreements determined to be necessary by an
Authorized Officer in order to refinance the Prior Bonds.
SECTION 7. Oversight Board Approval of the Issuance of the Refunding Bonds.
The Successor Agency hereby requests that the Oversight Board approve the issuance,
sale and delivery of the Refunding Bonds pursuant to this Resolution and the Indenture,
as above described.
SECTION 8. Filing of this Resolution. The Secretary of the Successor Agency is
hereby authorized and directed to file a certified copy of this Resolution with the
Oversight Board, together with the Debt Service Savings Analysis, and, as provided in
146
Section 341800), with the Ventura County Administrative Officer, the Ventura County
Auditor -Controller and the California Department of Finance.
SECTION 9. Determinations by the Oversight Board. The Successor Agency
requests that the Oversight Board make the following determinations upon which the
Successor Agency will rely in undertaking the refunding proceedings and the issuance,
sale and delivery of the Refunding Bonds:
(a) The Successor Agency is authorized, as provided in Section
34177.5(f), to recover its costs related to the issuance of the Refunding Bonds
from the proceeds of the Refunding Bonds, including the cost of reimbursing the
City of Moorpark for administrative staff time spent with respect to the
authorization, issuance, sale and delivery of the Refunding Bonds;
(b) The application of proceeds of the Refunding Bonds by the
Successor Agency to the refunding and defeasance of the Prior Bonds, as well
as to the payment by the Successor Agency of all costs of issuance of the
Refunding Bonds, as provided in Section 34177.5(a), shall be implemented by
the Successor Agency promptly upon sale and delivery of the Refunding Bonds,
and, notwithstanding Section 34177.3 or any other provision of law to the
contrary, no further approval of the Oversight Board, the California Department of
Finance, the Ventura County Auditor -Controller or any other person or entity
other than the Successor Agency shall be required;
(c) The Successor Agency shall be entitled to receive its full
Administrative Cost Allowance under Section 34181(a)(3) without any deductions
with respect to continuing costs related to the Refunding Bonds, such as
trustee's fees, auditing and fiscal consultant fees and continuing disclosure and
rating agency costs (collectively, "Continuing Costs of Issuance"), and such
Continuing Costs of Issuance shall be payable from property tax revenues
pursuant to Section 34183. In addition and as provided by Section 34177.5(f), if
the Successor Agency is unable to complete the issuance of the Refunding
Bonds for any reason, the Successor Agency shall, nevertheless, be entitled to
recover its costs incurred with respect to the refunding proceedings from such
property tax revenues pursuant to Section 34183 without reduction in its
Administrative Cost Allowance.
SECTION 10. Appointments. The appointments of Urban Futures, Inc., as
Financial Advisor and Jones Hall, A Professional Law Corporation, as bond counsel and
disclosure counsel, and Jeffries Group LLC, as underwriter, are hereby confirmed to act
on behalf of the Successor Agency in the presentation of this Resolution and the Debt
Service Savings Analysis to the Oversight Board and for purposes of the proceedings
for the issuance, sale and delivery of the Refunding Bonds.
147
SECTION 11. Official Actions. The Authorized Officers and any and all other
officers of the Successor Agency are hereby authorized and directed, for and in the
name and on behalf of the Successor Agency, to do any and all things and take any and
all actions, which they, or any of them, may deem necessary or advisable in obtaining
the requested approvals by the Oversight Board and the California Department of
Finance and to implement the sale and delivery of the Refunding Bonds to the
Underwriter. Whenever in this Resolution any officer of the Successor Agency is
directed 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 officer is absent
or unavailable.
SECTION 12. Effective Date. This Resolution shall take effect from and after its
passage and adoption.
PASSED AND ADOPTED this 2nd day of July, 2014.
Janice S. Parvin, Chair
ATTEST:
Maureen Benson, Agency Secretary
�•
Attachment 2
URBAN FUTURES
TURES
June 24, 2014
Ron Ahlers, Finance Director
City of Moorpark
799 Moorpark Ave.
Moorpark, CA 93021
Re: Refunding of certain outstanding Tax Allocation Bonds to achieve debt service savings
Financial Advisor's Report on (Est.) Refunding Savinlis
A. $9,860,000 Redevelopment Agency of the City of Moorpark
Moorpark Redevelopment Project
1999 Tax Allocation Refunding Bonds
1. Total remaining principal and interest payments
2. Estimated principal and interest payments on a proposed
2014 Tax Allocation Refunding Bond issue:
3. Estimated debt service savings by issuing 2014 Bonds
B. $11,625,000 Redevelopment Agency of the City of Moorpark
Moorpark Redevelopment Project
2001 Tax Allocation Bonds
1. Total remaining principal and interest payments
2. Estimated principal and interest payments on a proposed
2014 Tax Allocation Refunding Bond issue:
3. Estimated debt service savings by issuing 2014 Bonds
$ 3,076,494
$ 2,932,290
$ 144,204
$ 18,238,041
$ 16,134,316
$ 2,103,725
C. Estimated combined savings by issuing 2014 Refunding Bonds: 2.247,929
1 1 N ulc:un' ; i� � 2i� �� } 6 / t� ���11 `F33 X3334 u.'inebti 14)
149
f -IJ„S7 ?.it i �(.c.,3C; i?(ti,���)UCf�d(17JI�J (�.7ii1.,.i.�?,'ll
Attachment 3
6123114
ESCROW DEPOSIT AND TRUST AGREEMENT
by and between the
SUCCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY
OF THE CITY OF MOORPARK
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
As Escrow Bank
Dated as of October 2014
relating to the refunding and defeasance of the:
$9,860,000
Redevelopment Agency of the City of Moorpark
Moorpark Redevelopment Project
1999 Tax Allocation Refunding Bonds
and
$11,625,000
Redevelopment Agency of the City of Moorpark
Moorpark Redevelopment Project
2001 Tax Allocation Bonds
150
TABLE OF CONTENTS
Page
Section 1.
Definition of Federal Securities.......................................................................1
Section 2.
Appointment of Escrow Bank..........................................................................1
Section 3.
Establishment of Escrow Fund.......................................................................2
Section 4.
Deposit into Escrow Fund; Investment of Amount..........................................2
Section 5.
Instructions as to Application of Deposit; Notices of Redemption and
Defeasance......................................................................................................
2
Section 6.
Investment of Any Remaining Moneys...........................................................3
Section 7.
Substitution or Withdrawal of Federal Securities............................................3
Section 8.
Application of Certain Terms of Prior Bonds Resolution..................................4
Section 9.
Compensation and Indemnification to Escrow Bank.......................................4
Section 10.
Resignation of Escrow Bank...........................................................................4
Section11.
Amendment.....................................................................................................4
Section 12.
Successors.....................................................................................................4
Section 13.
Execution in Counterparts...............................................................................5
Section14.
Applicable Law................................................................................................5
Section 15.
Immunities and Liability of Escrow Bank.........................................................5
Section 16.
Termination of Agreement..............................................................................5
EXHIBIT A - IDENTIFICATION OF ORIGINAL FEDERAL SECURITIES
EXHIBIT B - PAYMENT AND REDEMPTION SCHEDULE OF THE PRIOR BONDS
EXHIBIT C - NOTICE OF REDEMPTION
EXHIBIT D - NOTICE OF DEFEASANCE
151
ESCROW DEPOSIT AND TRUST AGREEMENT
This ESCROW DEPOSIT AND TRUST AGREEMENT (this "Agreement") is made and
entered into as of , 2014 by and between the SUCCESSOR AGENCY To THE
REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK, a public entity duly organized and existing
under the laws of the State of California (the "Successor Agency"), as successor in interest to the
REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK (the "Original Agency"), and THE BANK
OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association organized and
existing under the laws of the United States of America, acting as escrow bank hereunder (the
"Escrow Bank");
WITNESSETH:
WHEREAS, the Original Agency has previously 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
Original 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" and together with the 1999 Bonds, the "Prior Bonds") for the purpose of financing
redevelopment projects of the Original Agency; and
WHEREAS, the Successor Agency has determined that it is in the economic interests of
the Successor Agency at this time to provide for the refunding of the Prior Bonds, and to that
end the Successor Agency has authorized the issuance of its Successor Agency to the
Redevelopment Agency of the City of Moorpark 2014 Tax Allocation Refunding Bonds, in the
aggregate principal amount of $ (the "Refunding Bonds") pursuant to a
resolution adopted by the Board of Directors of the Successor Agency on
2014 (the "Refunding Bond Resolution"); and
WHEREAS, the Escrow Bank acts as paying agent for the Prior Bonds; and
WHEREAS, the Successor Agency and the Escrow Bank wish to enter into this
Agreement for the purpose of providing the terms and conditions relating to the deposit and
application of moneys and federal securities to provide for the payment and redemption of the
Prior Bonds, in accordance with the provisions of the Refunding Bond Resolution;
NOW, THEREFORE, in consideration of the above premises and of the mutual promises
and covenants herein contained and for other valuable consideration, the parties hereto do
hereby agree as follows:
SECTION 1. Definition of Federal Securities. As used herein, the term "Federal
Securities" means non -callable direct obligations of the United States of America or other non -
callable obligations the payment of the principal of and interest on which is guaranteed by a
pledge of the full faith and credit of the United States of America.
SECTION 2. Appointment of Escrow Bank. The Successor Agency hereby appoints the
Escrow Bank as escrow bank for all purposes of this Agreement and in accordance with the
terms and provisions of this Agreement, and the Escrow Bank hereby accepts such
appointment.
152
SECTION 3. Establishment of Escrow Fund. There is hereby created a fund (the
"Escrow Fund") to be held by the Escrow Bank as an irrevocable escrow securing the payment
of the Prior Bonds, subject to and in accordance with the provisions of this Agreement.
SECTION 4. Deposit into Escrow Fund; Investment of Amount. Concurrently with
delivery of the Refunding Bonds on , 2014 (the "Refunding Bonds Issuance
Date"), the Successor Agency shall cause to be transferred to the Escrow Bank for deposit into
the Escrow Fund, from the proceeds of the Refunding Bonds, the amount of $ in
immediately available funds.
The Escrow Bank shall invest $ of the amounts so deposited into the
Escrow Fund in the Federal Securities set forth in Exhibit A attached hereto and by this
reference incorporated herein. The Escrow Bank shall hold the remaining $ of such
amount in cash, which shall be held uninvested.
All Federal Securities and cash shall be deposited with and held by the Escrow Bank in
the Escrow Fund solely for the uses and purposes set forth herein. The Escrow Bank shall
have no lien upon or right of set off against the Federal Securities and cash at any time on
deposit in the Escrow Fund.
SECTION 5. Instructions as to Application of Deposit; Notices of Redemption and
Defeasance. (a) From and after the Refunding Bonds Issuance Date, all cash and Federal
Securities in the Escrow Fund shall be and are hereby irrevocably pledged as a special fund for
the payment of the principal of and interest on the Prior Bonds in accordance with the Prior
Bonds Resolution. For such purpose, the total amount of Federal Securities and cash
deposited in the Escrow Fund pursuant to Section 4 shall be applied by the Escrow Bank for the
sole purpose of paying the principal of, interest on and redemption price of the Prior Bonds at
the times and in the amounts set forth in the schedule shown in Exhibit B attached hereto and
by this reference incorporated herein. Such amounts due on the Prior Bonds shall be paid
directly by the Escrow Bank to the registered owners of the Prior Bonds, in its capacity as
paying agent for the Prior Bonds. If at any time the Escrow Bank shall receive actual knowledge
that the cash and Federal Securities in the Escrow Fund will not be sufficient to make any
payment required by this Section 5, the Escrow Bank shall notify the Successor Agency of such
fact and the Successor Agency shall immediately cure such deficiency from any source of
legally available funds. Following payment in full of the principal of, interest on and redemption
price of the Prior Bonds, all amounts on deposit in the Escrow Fund shall be transferred by the
Escrow Bank to the Trustee for the Refunding Bonds for deposit in the Debt Service Fund
established pursuant to the Third Supplemental Indenture of Trust dated as of October 1, 2014,
by and between the Successor Agency and the Trustee (the "Debt Service Fund").
(b) The Successor Agency hereby irrevocably elects to redeem the Prior Bonds on
, 2014, in accordance with the provisions of the Prior Bonds Resolution. A
notice of redemption of the Prior Bonds shall be given by the Escrow Bank, in its capacity as
Paying Agent for the Prior Bonds, in accordance with the Prior Bonds Resolution, at the
expense of the Successor Agency. Such notice shall be in substantially the form attached
hereto as Exhibit C. In addition, a Notice of Defeasance of the Prior Bonds shall be given by the
Escrow Bank, in its capacity as Escrow Bank, on the Refunding Bonds Issuance Date, to the
Municipal Securities Rulemaking Board Electronic Municipal Market Access (EMMA) system
accessible at the emma.msrb.org website, in substantially the forms attached hereto as Exhibit
D.
-2-
153
SECTION 6. Investment of Any Remaining Moneys.
(a) Generally. Following the Refunding Bonds Issuance Date, at the written direction of
the Successor Agency, the Escrow Bank shall invest and reinvest any cash received from any
Federal Securities, and the cash originally deposited into the Escrow Fund, for a period ending
not later than the date on which such cash is required for the purposes specified in Section 4, in
additional Federal Securities; provided, however, that with respect to any such reinvestment,
such written directions of the Successor Agency shall be accompanied by: (a) a certification of
an independent certified public accountant or firm of certified public accountants of favorable
national reputation experienced in the refunding of obligations of political subdivisions (an
"Independent Accountant") stating such investment or reinvestment will not cause the amounts
on deposit in the Escrow Fund to be insufficient to make the payments specified in Section 5;
and (b) an opinion of nationally recognized bond counsel ("Bond Counsel") that investment in
accordance with such directions will not affect, for federal income tax purposes, the exemption
from federal income taxes of the interest on the Prior Bonds. In the event any such investment
or reinvestment is required to be made in United States Treasury Securities - State and Local
Government Series ("SLGS"), the Successor Agency shall at its cost cause to be prepared all
necessary subscription forms therefor in sufficient time to enable the Escrow Bank to acquire
such SLGS. In the event that the Successor Agency shall fail to file any such written directions
with the Escrow Bank concerning the reinvestment of any such proceeds, such proceeds shall
be held uninvested by the Escrow Bank. Any interest income resulting from investment or
reinvestment of moneys pursuant to this Section 6, except to the extent required to make any
payment required pursuant to Section 5 as set forth in the certification of an Independent
Accountant rendered pursuant to the foregoing provisions of this Section 6, shall be transferred
by the Escrow Bank to the County for deposit in the Debt Service Fund, or, if the Refunding
Bonds are no longer outstanding, for deposit to any debt service fund created by the County for
the Successor Agency's general obligation bonds and designated by the Successor Agency.
(b) Administration of Uninvested Funds. In the absence of written instructions from
the Successor Agency, the Escrow Bank is hereby authorized and empowered to hold such
moneys uninvested.
SECTION 7. Substitution or Withdrawal of Federal Securities. Following the Refunding
Bonds Issuance Date, the Successor Agency may at any time direct the Escrow Bank to
substitute Federal Securities for any or all of the Federal Securities then deposited in the
Escrow Fund, or to withdraw and transfer to the Successor Agency any portion of the Federal
Securities then deposited in the Escrow Fund, provided that any such direction and substitution
or withdrawal shall be accompanied by: (a) a certification of an Independent Accountant that the
Federal Securities then to be so deposited in the Escrow Fund together with interest to be
derived therefrom, or in the case of withdrawal the Federal Securities to be remaining in the
Escrow Fund following such withdrawal together with the interest to be derived therefrom, shall
be in an amount at all times at least sufficient to make the payments specified in Section 5; and
(b) an opinion of Bond Counsel that the substitution or withdrawal will not affect, for Federal
income tax purposes the exclusion from gross income for federal income tax purposes of the
interest on the Prior Bonds or the Authority Bonds. In the event that, following any such
substitution of Federal Securities pursuant to this Section 7, there is an amount of moneys or
Federal Securities in excess of an amount sufficient to make the payments required by Section
5, as set forth in the certification of an Independent Accountant rendered pursuant to the
foregoing provisions of this Section 7, such excess shall be transferred by the Escrow Bank to
the County for deposit in the Debt Service Fund, or, if the Refunding Bonds are no longer
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154
outstanding, for deposit to any debt service fund created by the County for the Successor
Agency's general obligation bonds and designated by the Successor Agency.
SECTION 8. Application of Certain Terms of Prior Bonds Resolution. All of the terms of
the Prior Bonds Resolution relating to the making of payments of principal of and interest on the
Prior Bonds are incorporated in this Agreement as if set forth in full herein.
SECTION 9. Compensation and Indemnification to Escrow Bank. The Successor Agency
shall pay the Escrow Bank full compensation for its duties under this Agreement, including out-
of-pocket costs such as publication costs, redemption expenses, legal fees and other costs and
expenses relating hereto and, in addition, all fees, costs and expenses relating to the purchase
of any Federal Securities after the date hereof.
The Successor Agency agrees to indemnify and hold the Escrow Bank, its officers,
employees, directors and agents harmless from and against any and all losses, costs,
expenses, claims and liabilities whatsoever (including, without limitation, fees and expenses of
attorneys) that may be imposed on, asserted against or incurred by the Escrow Bank related to
or arising from the acceptance and performance by the Escrow Bank of its duties hereunder
except to the extent such claims arise out of the negligent or intentional acts or omissions of the
Escrow Bank.
The obligations of the Successor Agency under this Section shall survive the termination
or discharge of this Agreement.
SECTION 10. Resignation of Escrow Bank. The Escrow Bank may at any time resign by
giving written notice to the Successor Agency of such resignation. The Successor Agency shall
promptly appoint a successor escrow bank by the resignation date. Resignation of the Escrow
Bank will be effective only upon acceptance of appointment by a successor escrow bank. If the
Successor Agency does not appoint a successor, the Escrow Bank may at the expense of the
Successor Agency petition any court of competent jurisdiction for the appointment of a
successor escrow bank, which court may thereupon, after such notice, if any, as it may deem
proper and prescribe and as may be required by law, appoint a successor escrow bank. After
receiving a notice of resignation of Escrow Bank, the Successor Agency may appoint a
temporary escrow bank to replace the resigning Escrow Bank until the Successor Agency
appoints a successor escrow bank. Any such temporary escrow bank so appointed by the
Successor Agency, shall immediately and without further act be superseded by the successor
escrow Bank so appointed.
SECTION 11. Amendment. This Agreement may be amended by the parties hereto, but
only if there shall have been filed with the Successor Agency and the Escrow Bank a written
opinion of Bond Counsel stating that such amendment will not materially adversely affect the
interests of the owners of the Prior Bonds, and that such amendment will not cause interest on
the Prior Bonds to become includable in the gross income of the owners thereof for federal
income tax purposes.
SECTION 12. Successors. Whenever in this Agreement either the Successor Agency or
the Escrow Bank is named or referred to, such reference shall be deemed to include the
successors or assigns thereof, and all the covenants and agreements in this Agreement
contained by or on behalf of the Successor Agency or the Escrow Bank shall bind and inure to
the benefit of the respective successors and assigns thereof whether so expressed or not. Any
company into which the Escrow Bank may be merged or converted or with which may be
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155
consolidated or any company resulting from any merger, conversion or consolidation to which it
shall be a party or any company to which the Escrow Bank may sell or transfer all or
substantially all of its corporate trust business, shall be the successor hereunder to the Escrow
Bank without the execution or filing of any paper or any further act.
SECTION 13. Execution in Counterparts. This Agreement may be executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the
same instrument.
SECTION 14. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
SECTION 15. Immunities and Liability of Escrow Bank. The Escrow Bank undertakes to
perform only such duties as are expressly set forth in this Agreement and no implied duties,
covenants or obligations shall be read into this Agreement against the Escrow Bank.
The Escrow Bank shall not have any liability hereunder except to the extent of its gross
negligence or willful misconduct. In no event shall the Escrow Bank be liable for any special,
indirect or consequential damages.
The Escrow Bank shall not be liable for any loss from any investments or substitution of
Federal Securities made by it in accordance with the terms of this Agreement.
The Escrow Bank may consult with legal counsel of its own choice and the Escrow Bank
shall not be liable for any action taken or not taken by it in good faith in reliance upon the
opinion or advice of such counsel.
The Escrow Bank shall not be liable for the recitals or representations contained in this
Agreement and shall not be responsible for the validity of this Agreement, the sufficiency of the
Escrow Fund or the moneys and Federal Securities or any substitute Federal Securities to pay
the principal, interest and redemption premium on the Prior Bonds.
Whenever in the administration of this Agreement the Escrow Bank shall deem it
necessary or desirable that a matter be proved or established prior to taking or not taking any
action, such matter may be deemed to be conclusively proved and established by a certificate of
an authorized representative of the Successor Agency and shall be full protection for any action
taken or not taken by the Escrow Bank in good faith reliance thereon.
The Escrow Bank may conclusively rely as to the truth and accuracy of the statements
and correctness of any opinions or calculations provided to it in connection with this Agreement
and shall be protected in acting, or refraining from acting, upon any notice, instruction, request,
certificate, document, opinion or other writing furnished to the Escrow Bank in connection with
this Agreement and believed by the Escrow Bank to be signed by the proper party, and it need
not investigate any fact or matter stated therein.
SECTION 16. Termination of Agreement. Upon payment in full of the principal, interest
and redemption premium of the Prior Bonds, and all fees, expense and charges of the Escrow
Bank as described above, this Agreement shall terminate and the Escrow Bank shall be
discharged from any further obligation or responsibility hereunder.
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156
IN WITNESS WHEREOF, the Successor Agency and the Escrow Bank have each
caused this Agreement to be executed by their duly authorized officers all as of the date first
above written.
SUCCESSOR AGENCY TO THE
REDEVELOPMENT AGENCY OF THE
CITY OF MOORPARK
AN
THE BANK OF NEW YORK MELLON TRUST
COMPANY, as Escrow Bank
2
Authorized Officer
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157
IDENTIFICATION OF ORIGINAL FEDERAL SECURITIES
Purchase Type of Type of Maturity First Interest
Date Security SI -Gs Date Payment Date
A-1
Par
Amount Rate
158
EXHIBIT B
PAYMENT AND REDEMPTION SCHEDULE OF THE PRIOR BONDS
_................... .............._...... _.... . .......................... ..._ .......... ........ .... . ....... _ . _.._ .. _..... __.......... ..... . .........
Period Maturing Redeemed Total
Ending Principal Interest Principal Debt Service
_.......... __$ . ........ ........ ................ ...._ $ . ....... ._....... $
..... ....... _... ._ . .... _........ ............. __... ..........
B-1
159
EXHIBIT C
Notice of Full Redemption
$9,860,000 initial principal amount of Redevelopment Agency of the City of Moorpark
Moorpark Redevelopment Project 1999 Tax Allocation Refunding Bonds
and
$11,625,000 initial principal amount of Redevelopment Agency of the City of Moorpark
Moorpark Redevelopment Project 2001 Tax Allocation Bonds
NOTICE IS HEREBY GIVEN, that, pursuant to the applicable provisions of the governing documents of
the above captioned Bonds (the "Bonds"), $ principal amount of the Bonds will be redeemed on
2014 at the referenced Redemption Price, together with interest accrued to , 2014. From and after
, 2014, interest on the Bonds shall cease to accrue. The below stated portion of the following Bond will
be affected:
holder
CUSIP Rate Maturity Redemption Bond Amount Called
Number Price Number
Since the Bond is held under the book entry system, payment will be made directly to the registered
Called Bonds should be presented as follows:
First Class/Registered/Certified ExjffW&1kDe6*gri4n1y ByHi E$Gtd)y1 Only
The Bank of New York Mellon The Bank of New York Mellon The Bank of New York Mellon
Global Corporate Trust Global Corporate Trust Global Corporate Trust
P.O. Box 396 111 Sanders Creek Parkway Corporate Trust Window
East Syracuse, NY 13057 East Syracuse, NY 13057 101 Barclay Street 1 st Floor East
New York, NY 10286
Global Corporal
Street 1st Floor
By: The Bank of New York Mellon Trust Company, N.A.
as Trustee Agent
Bondholder Communications: 800-254-2826
Dated:
IMPORTANT TAX NOTICE
Withholding of 28% of gross redemption proceeds of any payment made within the United States may
be required by the Jobs and Growth Tax Relief Reconciliation Act of 2003 (the "Act'), unless the Paying Agent
has the correct taxpayer identification number (social security or employer identification number) or exemption
certificate of the payee. Please furnish a properly completed Form W-9 or exemption certificate or equivalent
when presenting your securities.
`Note: The City and Trustee/Agent shall not be responsible for the selection or use of the CUSIP
numbers selected, nor is any representation made as to their correctness indicated in the notice or as printed
on any Bond. They are included solely for the convenience of the holders.
C-1
160
EXHIBIT D
NOTICE OF DEFEASANCE
$9,860,000 initial principal amount of Redevelopment Agency of the City of Moorpark
Moorpark Redevelopment Project 1999 Tax Allocation Refunding Bonds
and
$11,625,000 initial principal amount of Redevelopment Agency of the City of Moorpark
Moorpark Redevelopment Project 2001 Tax Allocation Bonds
NOTICE IS HEREBY GIVEN, that, pursuant to the applicable provisions of the governing
documents of the above captioned Bonds (the "Bonds"), $ principal amount of the Bonds will
be redeemed on , 2014 at the referenced Redemption Price, together with interest accrued to
, 2014. From and after , 2014, interest on the Bonds shall cease to accrue. The below
stated portion of the following Bond will be affected:
Maturity Date I Principal Amount I Interest Rate I CUSIP
Funds for the payment of the Bonds have been deposited with the Escrow Bank, and the
sufficiency of the funds and investments for the purpose of paying the principal of and interest on the
Bonds has been verified by , certified public accountants.
The Successor Agency has irrevocably elected to redeem all of the outstanding Bonds on
, at a redemption price equal to the par amount thereof, together with accrued interest
thereon to the redemption date.
By: The Bank of New York Mellon Trust Company, N.A.
as Trustee Agent
Bondholder Communications: 800-254-2826
Dated:
D-1
161
Attachment 4
Jones Hall Draft 6/23/2014
THIRD SUPPLEMENTAL INDENTURE OF TRUST
by and between the
SUCCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY
OF THE CITY OF MOORPARK
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
As Trustee
Dated as of October 1, 2014
Relating to:
Successor Agency to the Redevelopment Agency of the City of Moorpark
2014 Tax Allocation Refunding Bonds
162
TABLE OF CONTENTS
SECTION 1. Supplement to Original Indenture................................................................2
ARTICLE XII
2014 BONDS
Section 12.01. Definitions...........................................................................2
Section 12.02. Tax Revenues Applicable to 2014 Bonds ...........................4
Section 12.03. Authorization of 2014 Bonds..............................................4
Section 12.04. Terms of 2014 Bonds.........................................................4
Section 12.05. Redemption........................................................................5
Section 12.06. Form of 2014 Bonds; Authentication and Delivery .............8
Section 12.07. Application of Proceeds of Sale of 2014 Bonds .................8
Section 12.08. 2014 Costs of Issuance Fund.............................................9
Section 12.09. Prior Bonds Escrow Subaccount........................................9
Section 12.10. Deposit and Investment of Moneys in Funds .....................9
Section 12.11. Security for 2014 Bonds...................................................10
Section 12.12. Federal Tax Covenants....................................................10
Section 12.13. Continuing Disclosure.......................................................10
Section 12.14. County Repayment Plan...................................................10
Section 12.15. Effect of this Article XII.....................................................11
SECTION 2. Attachment of Exhibit A ..........................
SECTION 3. Partial Invalidity .....................................
SECTION 4. Execution in Counterparts ......................
SECTION 5. Governing Law .......................................
EXHIBIT A - FORM OF 2014 BONDS
...............................................11
...............................................11
...............................................11
...............................................11
163
THIRD SUPPLEMENTAL INDENTURE OF TRUST
THIS THIRD SUPPLEMENTAL INDENTURE OF TRUST (this "Third Supplement")
made and entered into as of October 1, 2014, is by and between the SUCCESSOR AGENCY
TO THE REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK, a public entity duly
organized and existing under the laws of the State of California (the "Successor Agency"), as
successor in interest to the REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK (the
"Original Agency"), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as
trustee (the "Trustee") under an Indenture of Trust, dated as of May 1, 1999 (the "Original
Indenture"), the First Supplemental Indenture of Trust, dated as of December 1, 2001 (the "First
Supplement") and the Second Supplemental Indenture of Trust, dated as of December 1, 2006
(the "Second Supplement" and together with the Original Indenture, the First Supplement and
this Third Supplement, the "Indenture"), by and between the Trustee and the Original Agency.
WITNESSETH:
WHEREAS, the Successor 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; and
WHEREAS, the Original 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 Original
Agency's Moorpark Redevelopment Project 1993 Tax Allocation Bonds, all as provided in the
Original Indenture; (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 Original Agency, all as provided in
the First Supplement; (iii) $11,695,000 initial principal amount of the Redevelopment Agency of
the City of Moorpark Moorpark Redevelopment Project 2006 Tax Allocation Bonds (the "2006
Bonds"), for the purpose of financing redevelopment projects of the Original Agency; 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 2006 Bonds; and
WHEREAS, by implementation of California Assembly Bill X1 26 ("AB X1 26") approved
by the Governor of the State of California on June 28, 2011, which amended provisions of the
California Redevelopment Law, (found at Health and Safety Code Section 33000, et.seq.) and
added Part 1.8 and Part 1.85 to Division 24 of the California Health and Safety Code, and due
to the California Supreme Court's decision in California Redevelopment Association v.
Matosantos, the Original Agency was dissolved on February 1, 2012 in accordance with AB X1
26, and on February 1, 2012, the Successor Agency, in accordance with and pursuant to the AB
X1 26, assumed the duties and obligations of the Original Agency as provided in the Dissolution
Act (defined herein), including, without limitation, the obligations of the Original Agency under
the Original Indenture and related documents to which the Original Agency was a party; and
WHEREAS, the Dissolution Act, at Section 34177.5 of the California Health and Safety
Code (the "Code") authorizes the Successor Agency to undertake proceedings for the refunding
of outstanding bonds and other obligations of the Original Agency, subject to the conditions
precedent contained in Section 34177.5 of the Code;
164
WHEREAS, after due investigation and deliberation the Successor Agency has
determined that it is in the interests of the Successor Agency at this time to provide for the
issuance of its Successor Agency to the Redevelopment Agency of the City of Moorpark 2014
Tax Allocation Refunding Bonds in the initial aggregate principal amount of $ (the
"2014 Bonds"), all to be secured under the Original Indenture on a parity with the 2006 Bonds,
for the purpose of refunding the 1999 Bonds and the 2001 Bonds; and
WHEREAS, this Third Supplement is a "Supplemental Indenture" within the meaning of
the Original Indenture and the 2006 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 Successor Agency and the Trustee desire to enter into this Third
Supplement pursuant to Sections 7.01(c) of the Original Indenture and to provide for the
issuance of the 2014 Bonds; and
WHEREAS, in providing for the issuance of the 2014 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 Successor Agency has determined that all acts and proceedings
required by law necessary to make the 2014 Bonds, when executed by the Successor Agency,
authenticated and delivered by the Trustee and duly issued, the valid, binding and legal special
obligations of the Successor Agency in accordance with the Dissolution Act, and to constitute
the Original Indenture, as amended and supplemented by this Third 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 XII. Such Article XII shall read in its entity as follows:
ARTICLE XII
2014 BONDS
Section 12.01. Definitions. Unless the context otherwise requires, the terms defined in
this Section 12.01 shall, for all purposes of this Article XII, but not for any other purposes of this
Indenture, have the respective meanings specified in this Section 12.01. All terms defined in
Section 1.02 of this Indenture and not otherwise defined in this Section 12.01 shall, when used
in this Article X, have the respective meanings given to such terms in Section 1.02.
"Article XII" means this Article XII which has been incorporated in and made a part of
this Indenture pursuant to the Third Supplemental Indenture of Trust, dated as of October 1,
2014, by and between the Successor Agency and the Trustee, together with all amendments of
and supplements to this Article XII entered into pursuant to the provisions of Section 7.01.
2 165
"Closing Date" means October , 2014, being the date upon which there was a
physical delivery of the 2014 Bonds in exchange for the amount representing the purchase price
of the 2014 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 2014 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 Successor 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.
"Dissolution Act" means the provisions of Assembly Bill X1 26, signed by the Governor
of the State on June 28, 2011, and filed with the Secretary of State June 29, 2011, amending
the Redevelopment Law and adding Part 1.8 (commencing with Section 34161) and Part 1.85
(commencing with Section 34170) of Division 24 of the California Health and Safety Code, as
amended by Assembly Bill 1484, signed by the Governor on June 27, 2012, and filed with the
Secretary of State on June 27, 2012.
"Escrow Agreement" means that certain Escrow Deposit and Trust Agreement dated
October _, 2014, by and between the Successor Agency and the Escrow Bank.
"Escrow Bank" means The Bank of New York Mellon, as Escrow Bank under the Escrow
Agreement.
"Fair Market Value" means the price at which a willing buyer would purchase the
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.
"2014 Bonds" means the Successor Agency to the Redevelopment Agency of the City of
Moorpark Moorpark Redevelopment Project, 2014 Tax Allocation Refunding Bonds authorized
by and at any time Outstanding pursuant to this Indenture.
"2014 Costs of Issuance" means all items of expense directly or indirectly payable by or
reimbursable to the Successor Agency relating to the authorization, issuance, sale and delivery
3 166
of the 2014 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 2014 Bonds
and any other cost, charge or fee in connection with the original issuance of the 2014 Bonds.
"2014 Costs of Issuance Fund" means the fund by that name established and held by
the Trustee pursuant to Section 12.07.
"2014 Refunding Bonds Reserve Subaccount" means the subaccount by that name
established pursuant to Section 12.09.
"2014 Term Bonds" means, collectively, the 2014 Bonds maturing on October 1, in
the years
"Original Purchaser" means the first purchaser of the 2014 Bonds upon
their delivery by the Trustee on the Closing Date.
"Oversight Board" means the Oversight Board of the Successor Agency established
pursuant to the Section 34179 of the Dissolution Act.
"Refunding Law" means Article 10 (commencing with Section 53570) and Article 11
(commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of title 5 of the California
Government Code.
"Successor Agency" means the Successor Agency to the Redevelopment Agency of the
City of Moorpark, a public entity duly organized and existing under the laws of the State of
California, as successor in interest to the Redevelopment Agency of the City of Moorpark.
Section 12.02. Tax Revenues Applicable to 2014 Bonds. The 2014 Bonds shall be
secured by Tax Revenues on parity with the 2006 Bonds in the manner and to the extent set
forth in the Indenture and the Dissolution Act.
Section 12.03. Authorization of 2014 Bonds. 2014 Bonds in the aggregate principal
amount of ($ ), have been authorized to be
issued by the Successor Agency as Parity Debt under and subject to the terms of this Indenture
and the Refunding Law and in accordance with Section 34177.5 of the Dissolution Act. This
Indenture constitutes a continuing agreement with the Owners of all of the 2014 Bonds issued
hereunder and then Outstanding to secure the full and final payment of principal and premium, if
any, and interest on all 2014 Bonds which may from time to time be executed and delivered
hereunder, subject to the covenants, agreements, provisions and conditions herein contained.
4 167
Section 12.04. Terms of 2014 Bonds. The 2014 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):
Maturity
Date Principal Interest
(October 1) Amount Rate CUSIP,
Interest on the 2014 Bonds shall be payable on each Interest Payment Date
commencing April 1, 2015. Each 2014 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 , 2014 in which event it shall bear interest from the Closing Date; or
(c) if, as of the date of authentication of any 2014 Bond, interest thereon is in default, in which
event such 2014 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
2014 Bonds shall be payable upon presentation and surrender of such 2014 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 2014 Bonds shall be payable in lawful money of the United
States of America. Payment of the interest on any 2014 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 close 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 2014 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 2014 Bond is registered as of
the close of business on a special record date for the payment of such defaulted interest to be
5 168
fixed by the Trustee. The Trustee shall give notice of such special record date to the Owner not
less than 10 days prior thereto.
Section 12.05. Redemption.
(a) Optional Redemption. The 2014 Bonds maturing on or before October 1,
shall not be subject to optional redemption prior to maturity. The 2014 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 Successor Agency, and in any case by lot within a
maturity, at the option of the Successor Agency, on any date on or after October 1,
from any available source of funds, at a redemption price equal to the principal amount to be
redeemed, together with accrued interest thereon to the redemption date, without premium.
The Successor Agency shall be required to give the Trustee written notice of its intention
to redeem 2014 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 Fund Redemption. The 2014 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 fund payments made by the Successor 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 2014 Bonds to be redeemed pursuant to this subsection (b) have been
redeemed pursuant to subsection (a) above, the total amount of all future sinking fund payments
with respect to such 2014 Bonds shall be reduced by the aggregate principal amount of such
2014 Bonds so redeemed, to be allocated among such sinking fund payments on a pro rata
basis in integral multiples of $5,000 as determined by the Successor Agency (notice of which
determination shall be given by the Successor Agency to the Trustee).
Bonds Maturing
Sinking Fund
Redemption Date Principal Amount
(October 1) To Be Redeemed
(maturity)
Bonds Maturing
Sinking Fund
Redemption Date Principal Amount
(October 1) To Be Redeemed
(maturity)
169
In lieu of redemption of any 2014 Term Bonds pursuant to the preceding paragraph,
amounts on deposit in the Special Fund may also be used and withdrawn by the Successor
Agency at any time for the purchase of 2014 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 Successor may in its discretion determine. The par amount of any of the 2014 Term Bonds
so purchased by the Successor Agency in any twelve-month period ending on October 1,
1 in any year shall be credited towards and shall reduce the par amount of such 2014 Term
Bonds required to be redeemed pursuant to this subsection (b) on October 1, 1 in such
year.
(c) [intentionally omitted].
(d) Notice of Redemption. The Trustee on behalf and at the expense of the Successor
Agency shall mail (by first class mail) notice of any redemption to the respective Owners of any
2014 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 2014
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 2014 Bond numbers and the maturity or maturities (in the event of
redemption of all of the 2014 Bonds of such maturity or maturities in whole) of the 2014 Bonds
to be redeemed, and shall require that such 2014 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 2014 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 2014 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 Successor Agency, to each of the Securities Depositories and to one or
more of the Information Services as shall be designated in writing by the Successor Agency to
the Trustee.
The Successor Agency has the right to rescind any notice of the redemption of 2014 Bonds by
written notice to the Fiscal Agent on or prior to the dated fixed for redemption. Any notice of redemption
shall be cancelled and annulled if for any reason funds will not be or are not available on the date fixed for
redemption for the payment in full of the Bonds then called for redemption, and such cancellation shall not
constitute an event of default. The Successor Agency and the Trustee have no liability to the Owners
or any other party related to or arising from such rescission of redemption. The Trustee shall give notice
of such rescission of redemption in the same manner as the original notice of redemption was sent.
Notwithstanding the foregoing, in the case of any optional redemption of the 2014 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 2014 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 2014 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 2014 Bonds to be optionally redeemed,
the Trustee shall send written notice to the owners of the 2014 Bonds, to the Securities
Depositories and to one or more of the Information Services to the effect that the redemption did
170
not occur as anticipated, and the 2014 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 2014 Bonds of any maturity of any series, the Trustee shall
select the 2014 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
2014 Bonds shall be deemed to be comprised of separate $5,000 denominations and such
separate denominations shall be treated as separate 2014 Bonds which may be separately
redeemed.
(f) Partial Redemption of 2014 Bonds. In the event only a portion of any 2014 Bond is
called for redemption, then upon surrender of such 2014 Bond the Successor Agency shall
execute and the Trustee shall authenticate and deliver to the Owner thereof, at the expense of
the Successor Agency, a new 2014 Bond or 2014 Bonds of the same series and maturity date,
of authorized denominations in aggregate principal amount equal to the unredeemed portion of
the 2014 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 2014 Bonds so called for redemption shall have been
duly provided, such 2014 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 2014 Bonds
redeemed pursuant to this Section 11.04 shall be canceled and destroyed.
Section 12.06. Form of 2014 Bonds; Authentication and Delivery. The 2014 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 2014 Bonds shall be executed on behalf of the Successor Agency by the signature
of its Chairman 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 2014 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
2014 Bond may be signed and attested on behalf of the Successor Agency by such persons as
at the actual date of the execution of such 2014 Bond shall be the proper officers of the
Successor Agency, duly authorized to execute debt instruments on behalf of the Successor
Agency, although on the date of such 2014 Bond any such person shall not have been such
officer of the Successor Agency.
Only such of the 2014 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 2014 Bonds have been duly authenticated and
delivered hereunder and are entitled to the benefits of this Indenture.
8 171
Section 12.07. Application of Proceeds of Sale of 2014 Bonds.
(a) Upon the receipt of payment for the 2014 Bonds on the Closing Date, the net
proceeds thereof, being $ (consisting of the aggregate principal amount of the 2014
Bonds, less an underwriting discount of $ , plus net original issue premium of
$ ), shall be paid to the Trustee and deposited in a temporary fund (if required by
the Trustee to make the following transfers and deposits, which temporary fund shall be closed
after such transfers and deposits have been made), all of the amounts on deposit in which shall
be transferred on the Closing Date as follows:
(1) The Trustee shall deposit in the 2014 Costs of Issuance Fund the amount of
$ , to be applied as provided in Section 12.08.
(2) The Trustee shall deposit in the 2014 Reserve Account the amount of
$ , to be applied as provided in Section 12.09.
(3) The Trustee shall transfer the remainder of the proceeds of the 2014 Bonds,
being $ to the Escrow Bank to be applied as provided in the Escrow
Agreement.
(b) The Trustee, in its capacity as the trustee for the Prior Bonds shall on the Closing
Date, transfer the following amounts related to the Prior Bonds, to be applied as follows:
(1) The Trustee, in its capacity as trustee for the 1999 Bonds, shall transfer from the
Reserve Account for the 1999 Bonds $ to the Escrow Bank to be applied as
provided in the Escrow Agreement.
(2) The Trustee, in its capacity as trustee for the 2001 Bonds, shall transfer from the
Reserve Account for the 2001 Bonds$ to the Escrow Bank to be applied as
provided in the Escrow Agreement.
(3) Any other moneys held by the Trustee relating to the 1999 Bonds or 2001 Bonds
shall be transferred to the Escrow Bank to be applied pursuant to the Escrow
Agreement.
The Trustee may, in its discretion, establish a temporary fund or account in its books and
records to facilitate transfers required under this Section 12.07.
Section 12.08. 2014 Costs of Issuance Fund. There is hereby established a separate
fund to be known as the "2014 Costs of Issuance Fund", which shall be held by the Trustee in
trust. The moneys in the 2014 Costs of Issuance Fund shall be used and withdrawn by the
Trustee from time to time to pay the 2014 Costs of Issuance upon submission of a Written
Request of the Successor 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 2014 Costs of Issuance Fund, and (v) that such amounts have
not been the subject of a prior Written Request of the Successor 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 Successor Agency therefor, all amounts (if any) remaining in the 2014
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 2014 Costs of Issuance
9 172
Fund shall be closed.
Section 12.09. 2014 Reserve Account. There is hereby created a separate fund to be
known as the "2014 Reserve Account", which shall be held by the Trustee in trust. The moneys
in the 2014 Reserve Account shall be for the use and disposition of the Bonds, a portion of the
proceeds of which will be deposited to such 2014 Reserve Account pursuant to Section 12.07,
and amounts in such account shall for all purposes of this Agreement be deemed to be part of
the amounts on deposit in the Reserve Account for Parity Debt and amounts in the 2014
Reserve Account and any earnings thereon shall be drawn upon in the same manner, according
to the same terms and pro rata with all other amounts in the Reserve Account whenever a draw
is made on the Reserve Account established for Parity Debt.
Section 12.10. Deposit and Investment of Moneys in Funds. Moneys in the funds and
accounts held by the Trustee under this Article XII shall be invested by the Trustee in Permitted
Investments directed in the Written Request of the Successor 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 Successor 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 Successor Agency under Article III or this
Article XI may be invested by the Successor Agency in any obligations in which the Successor
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.
Except as otherwise provided in this Section 12.10, the Successor 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 2014 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
Successor 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 Successor Agency acknowledges that to the extent regulations of the Comptroller of
the Currency or other applicable regulatory entity grant the Successor Agency the right to
receive brokerage confirmations of security transactions as they occur, the Successor Agency
specifically waives receipt of such confirmations to the extent permitted by law. The Trustee will
furnish the Successor Agency periodic cash transaction statements which include detail for all
investment transactions made by the Trustee hereunder.
10 173
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 12.11. Security for 2014 Bonds. The 2014 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 XI.
Section 12.12. Federal Tax Covenants. The Successor Agency agrees to comply with
the requirements of the Indenture with respect to the 2014 Bonds .
Section 12.13. Continuing Disclosure. The Successor 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 Successor
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 2014 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 Successor Agency to comply with its
obligations under this Section.
Section 12.14. County Repayment Plan. The Successor 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 Successor Agency, which
agreement or arrangement would impair the Successor Agency's payment of debt service on
the Bonds.
Section 12.15. 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 2014 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 2014 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 D. The Original Indenture is hereby further amended
by incorporating therein an Exhibit D setting forth the forms of the 2014 Bonds, which shall read
in its entirety as set forth in Exhibit A attached hereto and hereby made a part hereof.
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 Third Supplement. The
Successor Agency hereby declares that it would have entered into this Third Supplement and
each and every other Section, paragraph, sentence, clause or phrase hereof and authorized the
issue of the 2014 Bonds pursuant thereto irrespective of the fact that any one or more Sections,
paragraphs, sentences. clauses, or phrases of this Third Supplement may be held illegal, invalid
or unenforceable.
SECTION 4. Execution in Counterparts. This Third 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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SECTION 5. Governing Law. This Third 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 SUCCESSOR AGENCY TO 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 MELLONG 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
SUCCESSOR AGENCY TO THE
REDEVELOPMENT AGENCY OF THE
CITY OF MOORPARK
M -
Executive Director
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
in
Authorized Officer
12
175
EXHIBIT A TO SECOND SUPPLEMENTAL INDENTURE OF TRUST
FORM OF 2014 BONDS
No. $
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
SUCCESSOR AGENCY OF THE
REDEVELOPMENT AGENCY
OF THE CITY OF MOORPARK
MOORPARK REDEVELOPMENT PROJECT,
2014 TAX ALLOCATION REFUNDING BOND
INTEREST RATE MATURITY DATE DATED DATE CUSIP
October 1, , 2014
REGISTERED OWNER:
PRINCIPAL AMOUNT:
The SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY
OF MOORPARK (the "Successor Agency"), as successor in interest to 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 "Original 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 , 2014, 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 October 1 and April 1, commencing April 1, 2015 (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 Mellon 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
13 176
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
$1,000,000 or more in aggregate principal amount of Bonds at such wire transfer address in
the United States as such owner shall specify in a written notice requesting payment by wire
transfer delivered to the Trustee not later than the Record Date for such payment.
This Bond is one of a duly authorized series of bonds of the Successor Agency
designated as "Successor Agency to the Redevelopment Agency of the City of Moorpark,
Moorpark Redevelopment Project 2014 Tax Allocation Refunding Bonds" (the "Bonds"), in an
initial aggregate principal amount of Dollars ($ ), 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 Refunding Law (as defined in the hereinafter mentioned
Indenture) and in accordance with Section 34177.5 of the Dissolution Act (as defined in the
Indenture), and pursuant to an Indenture of Trust, dated as of May 1, 1999, a First
Supplemental Indenture of Trust, dated as of December 1, 2001, and a Second Supplemental
Indenture of Trust, dated as of December 1, 2006, entered into by and between the Original
Agency and the Trustee, as amended and supplemented pursuant to a Third Supplemental
Indenture of Trust dated as of October 1, 2014, entered into by and between the Successor
Agency and the Trustee (as so amended and supplemented, the "Indenture"), authorizing the
issuance of the Bonds. The Bonds have been issued on parity with the Original Agency's
Moorpark Redevelopment Project 2006 Tax Allocation Bonds previously issued by the
Successor Agency in the initial principal amount of $11,695,000 (the "Prior Bonds"). The
Successor Agency may issue or incur additional obligations on 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 Successor 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 Successor 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 Successor Agency to (i) refund the 1999 Bonds
and 2001 Bonds (each as defined in the Indenture) (ii) establish a reserve account, 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 Successor 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 Successor 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 Successor Agency, to the limited extent set forth in the
14
177
Indenture), and neither said City, said State, nor any of its political subdivision (other than the
Successor 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 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 Successor 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 , shall be subject
to redemption in whole, or in part among such maturities as shall be determined by the
Successor Agency, and in any case by lot within a maturity, at the option of the Successor
Agency, on any date on or after October 1, , from any available source of funds, at a
redemption price equal to the principal amount of the Bonds to be redeemed, together with
accrued interest thereon to the redemption date, without premium.
The Bonds maturing on October 1 in the years are subject to redemption from
sinking fund payments made by the Successor 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.
Bonds Maturing
Sinking Fund
Redemption Date
(October 1)
(maturity)
Bonds Maturing
Sinking Fund
Redemption Date
October 1)
(maturity)
Principal Amount
To Be Redeemed
Principal Amount
To Be Redeemed
15
178
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 Successor Agency and the Trustee may treat the Registered Owner hereof as the
absolute owner hereof for all purposes, and the Successor 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 Successor 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 Successor Agency, does not exceed any limit
prescribed by the Law or any laws of the State of California. and is not in excess of the
amount of Bonds permitted to be issued under the Indenture.
16 179
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 Successor Agency to 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 Chairman 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:
Secretary
SUCCESSOR AGENCY TO THE
REDEVELOPMENT AGENCY OF THE
CITY OF MOORPARK
LIM
Chair
17
180
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Bonds described in the within -mentioned Indenture.
18
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., Trustee
0
Authorized Signatory
181
ASSIGNMENT
For value received the undersigned hereby sells, assigns and transfers unto
(Name, Address and Tax Identification or Social Security Number of Assignee)
the within -registered Bond and hereby irrevocably constitute(s) and appoints(s)
to transfer the same on the registration books of the Trustee with full power of substitution in the
premises.
Dated:
Signatures Guaranteed:
Note: Signature guarantee shall be made by a
guarantor institution participating in the
Securities Transfer Agents Medallion
Program or in such other guarantee program
acceptable to the Trustee.
attorney,
Note: The signatures(s) on this Assignment must
correspond with the name(s) as written on the
face of the within Bond in every particular
without alteration or enlargement or any
change whatsoever.
19 182