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HomeMy WebLinkAboutAGENDA REPORT 2010 1020 CC SPC JNT RDA PFA ITEM 05AITEM 5.A. CITY OF MOORPARK, CALIFORNIA City Council 10seeting /W-DAI PFA of ACTION: Af' V 3 e MOORPARK CITY COUNCIL 1'0A &VZJRK '3 010 REDEVELOPMENT AGENCY OF THE CITY OF I� MOORPARK PUBLIC FINANCING AUTHORITY AGENDA REPORT TO: Honorable City Council Honorable Redevelopment Agency Board Honorable Public Financing Authority Board FROM: Hugh R. Riley, Assistant City Mana Marshall Linn, Urban Futures, c. DATE: October 8, 2010 (Special Meeting of 10/20/10) SUBJECT: Consider Resolutions of the Moorpark City Council, Redevelopment Agency of the City of Moorpark and the Moorpark Public Financing Authority Authorizing the Issuance, Purchase, and Sale of Moorpark Redevelopment Agency 2010 Tax Allocation Bonds and Related Documents and Actions BACKGROUND City Councilmembers and Board Members will recall that on a periodic basis since the formation of the Redevelopment Agency of the City of Moorpark (Agency) in 1989, the Agency has issued tax allocation bonds to fund various redevelopment programs and projects. The Agency currently has outstanding bonds issued in 1999, 2001, and 2006. DISCUSSION The Agency issued tax allocation bonds in 1999 (the 1999 Bonds ") in the principal amount of $9,860,000, of which $4,995,000 is currently outstanding. The interest rate on the remaining 1999 Bonds is 4.875 %. Current interest rates are at all time lows, which provides the Agency with an opportunity to issue its 2010 Refunding Tax Allocation Bonds (the "2010 Bonds ") to pay off the 1999 Bonds and achieve an interest rate savings of approximately $500,000 over the remaining term of the bonds (2018). The issuance of the 2010 Bonds will produce such savings after taking into account all costs of issuance. The proposed 2010 Bonds will be issued with the same term date (October 1, 2018) as the original 1999 Bonds, and the 1999 Bonds may be called at par with no premium due. Based on current market interest rates, the interest rate on the 2010 Bonds is anticipated to be no greater than 4.15 %. The final rate structure will be determined when the 2010 Bonds are priced, which is expected to occur by the second week of November. 1 City Council, Redevelopment Agency, Public Financing Authority Special Meeting, October 20, 2010 Page 2 The anticipated annual debt service payment on the 2010 Bonds will be approximately $695,000 per year, as compared to the current 1999 Bond debt service payments of approximately $768,000 per year. The 2010 Bonds will be issued on a parity basis with the Agency's 2001 and 2006 Bonds, which will remain outstanding. The 2001 Bonds and 2006 Bonds are not eligible to be called until 2012 and 2016, respectively. The issuance of the 2010 Bonds, assumes that the Agency will receive an updated bond rating from Standard & Poor's Corporation of at least A -, which is the current rating assigned by Standard & Poor's to the Agency's outstanding bonds. Bond Insurance will also be pursued, which could potentially drive the interest rate even lower if a commitment can be obtained. If the City elects to purchase insurance the cost would be offset by the lower interest rate achieved and included as part of the new bond issuance costs. It is requested and recommended that tonight the City Council, the Agency Board, and Public Financing Authority Board adopt their respective resolutions authorizing the issuance of the bonds and approving certain documents and other actions which may be necessary for the issuance and directing the Executive Director or his designee as well as the members of the financing team to take those actions necessary for the refunding of the 1999 Bonds. FISCAL IMPACT Issuance of the 2010 Refunding Bonds will save the Redevelopment Agency approximately $62,500 per year in debt service payments. There is no fiscal impact to the City of Moorpark or to the Moorpark Public Financing Authority as a result of the proposed action. STAFF RECOMMENDATION (ROLL CALL VOTE) 1) Moorpark City Council will adopt Resolution No. 2010- , approving the issuance of the Redevelopment Agency of the City of Moorpark 2010 Tax Allocation Bonds; and 2) Redevelopment Agency of the City of Moorpark will adopt Resolution No. 2010 - authorizing the issuance and sale of 2010 Tax Allocation Refunding Bonds and approving related documents and actions; and 3) Moorpark Public Financing Authority will adopt Resolution No. 2010 -, authorizing the purchase and sale of 2010 Tax Allocation Revenue Bonds of the Redevelopment Agency of the City of Moorpark and approving other matters related thereto. ATTACHMENTS: 1. CC Resolution No. 2010- 2. RDA Resolution No. 2010- 3. PEA Resolution No. 2010- 4. Trust Indenture 5. Bond Purchase Agreement 6. Preliminary Official Statement E RESOLUTION NO. 2010- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MOORPARK, CALIFORNIA, APPROVING THE ISSUANCE BY THE REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK OF 2010 TAX ALLOCATION BONDS WHEREAS, the Redevelopment Agency of the City of Moorpark (the "Agency ") has determined at this time to issue its not to exceed $5,125,000 aggregate initial principal amount of Redevelopment Agency of the City of Moorpark, Moorpark Redevelopment Project, 2010 Tax Allocation Refunding Bonds (the "Bonds ") to provide funds to refinance the Agency's Redevelopment Agency of the City of Moorpark (Moorpark Redevelopment Project) 1999 Tax Allocation Refunding Bonds, which refinancing will result in a lower interest cost to the Agency of such bonds; and WHEREAS, in accordance with the requirements of Section 33640 of the California Health and Safety Code, the City Council wishes at this time to approve the issuance and sale of the Bonds by the Agency; and WHEREAS, the City Council approves of the issuance of the Bonds as being in the public interests of the City of Moorpark and of the Agency. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MOORPARK DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1. The City Council of the City of Moorpark approves the issuance of the Bonds by the Redevelopment Agency of the City of Moorpark, as herein above described. SECTION 2. The City Clerk shall certify to the adoption of this resolution, which shall take effect immediately upon its adoption, and shall cause a certified resolution to be filed in the book of original Resolutions. PASSED AND ADOPTED this 20th day of October, 2010. ATTEST: Janice S. Parvin, Mayor Deborah S. Traffenstedt, City Clerk ATTACHMENT 1 3 RESOLUTION NO. 2010- A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK, CALIFORNIA, AUTHORIZING THE ISSUANCE AND SALE OF 2010 TAX ALLOCATION REFUNDING BONDS AND APPROVING RELATED DOCUMENTS AND ACTIONS WHEREAS, the Redevelopment Agency of the City of Moorpark (the "Agency ") is authorized pursuant to the Community Redevelopment Law, being Part 1 of Division 24 (commencing with Section 33000) of the Health and Safety Code of the State of California (the "Law ") to issue its tax allocation bonds for the purpose of financing and refinancing redevelopment activities with respect to its Moorpark Redevelopment Project (the "Redevelopment Project "); and WHEREAS, for the purpose of providing funds to finance redevelopment activities with respect to the Redevelopment Project, the Agency has previously issued its Redevelopment Agency of the City of Moorpark (Moorpark Redevelopment Project) 1999 Tax Allocation Refunding Bonds, in the aggregate principal amount of $9,860,000 (the "1999 Bonds ") pursuant to an Indenture of Trust, dated as of May 1, 1999 (the "Original Indenture "), by and between the Agency and BNY Western Trust Company, as trustee (the "Trustee "); and WHEREAS, in order to finance redevelopment activities with respect to the Redevelopment Project, the Agency has heretofore issued its (i) $11,625,000 aggregate principal amount of Moorpark Redevelopment Project 2001 Tax Allocation Bonds (the "2001 Bonds ") pursuant to a First Supplemental Indenture of Trust dated as of December 1, 2001 (the "2001 Supplemental Indenture ") and (ii) $11,695,000 aggregate principal amount of Moorpark Redevelopment Project 2006 Tax Allocation Bonds (the "2006 Bonds" and together with the 2001 Bonds, the "Prior Bonds ") pursuant to a Second Supplemental Indenture of Trust dated as of December 1, 2006 (the "2006 Supplemental Indenture" and together with the Original Indenture and the 2001 Supplemental Indenture, the "Indenture "); and WHEREAS, the 1999 Bonds and the Prior Bonds are payable from Tax Revenues (as defined in the Original Indenture); and WHEREAS, the Agency now desires to issue bonds payable from Tax Revenues (as defined in the Indenture) on parity with the Prior Bonds in order to refinance the 1999 Bonds, which refinancing will result in an interest savings for the Agency, and to that end has determined to issue its not to exceed $5,125,000 aggregate principal amount of Redevelopment Agency of the City of Moorpark, Moorpark Redevelopment Project 2010 Tax Allocation Refunding Bonds (the "Bonds ") pursuant to the Indenture and a Third Supplemental Indenture of Trust expected to be dated as of November 1, 2010 (the "Third Supplemental Indenture ") between the Agency and the Trustee; and ATTACHMENT 2 C! Resolution No. 2010 - Page 2 WHEREAS, the Agency proposes to sell the Bonds to the Moorpark Public Financing Authority (the "Authority ") which will concurrently sell the Bonds to Piper Jaffray & Co., Inc., as purchaser of the Bonds (the "Underwriter "), all on the terms and conditions herein set forth and as provided in the form of a Purchase Contract relating to the Bonds (the "Purchase Contract ") on file with the Secretary; and WHEREAS, the Agency has caused to be prepared an Official Statement (the "Official Statement "); describing the Bonds, the preliminary form of which is on file with the Secretary; and WHEREAS, the Agency has reviewed the Third Supplemental Indenture, the Purchase Contract and the Official Statement, and the Agency wishes at this time to approve the foregoing in the public interests of the Agency; and WHEREAS, all conditions, things and acts required to exist, to have happened and to have been performed precedent to and in the issuance of the Bonds as contemplated by this Resolution and the documents referred to herein exist, have happened and have been performed in due time, form and manner as required by the laws of the State of California, including the Law, and the Agency now desires to authorize the issuance of the Bonds, as provided herein. NOW, THEREFORE, THE REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1. Issuance of the Bonds; Approval of the Third Supplement. The Agency hereby authorizes the issuance of the Bonds in the initial principal amount not to exceed $5,125,000 pursuant to the Indenture and the Third Supplemental Indenture. The Agency hereby approves the Third Supplemental Indenture in form on file with the Secretary, together with such additions thereto and changes therein as the Executive Director shall deem necessary, desirable or appropriate, and the execution thereof by the Executive Director shall be conclusive evidence of the approval of any such additions and changes. The Chair, the Executive Director or the Treasurer is each hereby authorized and directed to execute, and the Secretary is hereby authorized and directed to attest the final form of the Third Supplemental Indenture for and in the name and on behalf of the Agency. The Agency hereby authorizes the delivery and performance of the Third Supplemental Indenture as so executed, and hereby ratifies and confirms the provisions of the Original Indenture and supplements thereto. SECTION 2. Sale of the Bonds. The Agency hereby approves the Purchase Contract by and among the Authority, Piper Jaffray & Co., Inc., as underwriter, and the Agency, in the form on file with the Secretary, together with such additions thereto and changes therein as the Executive Director shall deem necessary, desirable or appropriate, and the execution thereof by the Chair, the Executive Director or the Treasurer shall be conclusive evidence of the approval of any such additions and changes. The Chair, the Executive Director or the Treasurer is each hereby authorized and directed to execute and deliver the final form of the Purchase Contract for and in the name and on behalf of the Agency. The Agency hereby approves the sale of the 2 5 Resolution No. 2010 - Page 3 Bonds to the Authority, and the resale by the Authority of the Bonds to the Underwriter, pursuant to the Purchase Contract, so long as the Underwriter's discount, excluding original issue discount which does not constitute compensation to the Underwriter, with respect to the Bonds does not exceed 1.00 %, the net interest cost of the Bonds does not exceed 4.15 %, and the principal amount of the Bonds is not in excess of the amount approved above. SECTION 3. Official Statement. The Agency hereby authorizes the Chair, the Executive Director or the Treasurer to approve and deem final within the meaning of Rule 15c2 -12 of the Securities Exchange Act of 1934, except for permitted omissions, a form of Official Statement describing the Bonds in the preliminary form on file with the Secretary, together with such changes thereto as the Executive Director may approve, including changes necessary to reflect the proper terms of the Bonds. Distribution of such preliminary Official Statement by the Underwriter to prospective purchasers of the Bonds is hereby approved. The Chair, the Executive Director or the Treasurer are each hereby authorized to deem the Preliminary Official Statement final for purposes of the federal securities laws, and to so deem final and to execute the final form of the Official Statement, including as it may be modified by such additions thereto and changes therein as the Chair, the Executive Director or the Treasurer shall deem necessary, desirable or appropriate, and the execution of the final Official Statement by the Chair, the Executive Director or the Treasurer shall be conclusive evidence of the approval of any such additions and changes. The Agency hereby authorizes the distribution of the final Official Statement by the Underwriter. The final Official Statement shall be executed in the name of and on behalf of the Agency by the Chair, the Executive Director or the Treasurer. SECTION 4. Delivery of the Bonds. The Bonds, when executed, shall be delivered to the Trustee for authentication. The Trustee is hereby requested and directed to authenticate the Bonds in accordance with the provisions of the Indenture by executing the Trustee's certificate of authentication and registration appearing thereon, and to deliver the Bonds, when duly executed and authenticated, to upon the instruction of the Authority in accordance with written instructions executed on behalf of the Agency by the Chair, the Executive Director or the Treasurer, which instructions such officer is hereby authorized and directed, for and in the name and on behalf of the Agency, to execute and deliver to the Trustee. Such instructions shall provide for the delivery of the Bonds to the Authority or as otherwise directed by the Authority in accordance with the Purchase Contract upon payment of the purchase price therefore. SECTION 5. Continuing Disclosure Certificate. The Continuing Disclosure Certificate, in the form shown as an appendix to the Official Statement, is hereby approved. The Chair, the Executive Director or the Treasurer are each hereby authorized and directed, for and in the name of and on behalf of the Agency, to execute and deliver the Continuing Disclosure Certificate in said form, with such additions thereto or changes therein as are deemed necessary, desirable or appropriate by the Executive Director, the approval of such changes to be conclusively evidenced by the execution and delivery by the Chair, the Executive Director or the Treasurer of the Continuing Disclosure Certificate. 3 6 Resolution No. 2010 - Page 4 SECTION 6. Financial Advisor. The firm of Urban Futures Incorporated is hereby designated as Financial Advisor to the Agency with respect to the Bonds, and, as to continuing disclosure obligations, as the initial dissemination agent and disclosure agent with respect to the Bonds. The Executive Director or Treasurer is hereby authorized to execute an agreement with such firm as the Executive Director or Treasurer deems appropriate with said firm for its services related to the Bonds. SECTION 7. Bond Counsel and Disclosure Counsel. The firm of Jones Hall, a Professional Law Corporation is hereby designated as Bond Counsel and as Disclosure Counsel to the Agency with respect to the Bonds. The Executive Director or Treasurer is hereby authorized to execute an agreement with such firm as the Executive Director or Treasurer deems appropriate with said firm for its services related to the Bonds. SECTION 8. Official Actions. All actions heretofore taken by the officers and agents of the Agency with respect to the issuance of the Bonds are hereby approved, confirmed and ratified. The Chair, the Executive Director, the Treasurer and the Secretary of the Agency, and any and all other officers of the Agency, are hereby authorized and directed, for and in the name and on behalf of the Agency, to do any and all things and take any and all actions, including execution and delivery of any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents which they, or any of them, may deem necessary or advisable in order to consummate the refinancing of the 1999 Bonds and the lawful issuance and sale of the Bonds. Whenever in this resolution any officer of the Agency is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer shall be absent or unavailable. SECTION 9. The Agency Secretary shall certify to the adoption of this resolution, which shall take effect immediately upon its adoption, and shall cause a certified resolution to be filed in the book of original Resolutions. PASSED AND ADOPTED this 20th day of October, 2010. ATTEST: Deborah S. Traffenstedt, Agency Secretary Janice S. Parvin, Chair 4 7 RESOLUTION NO. 2010- A RESOLUTION OF THE MOORPARK PUBLIC FINANCING AUTHORITY AUTHORIZING THE PURCHASE AND SALE OF 2010 TAX ALLOCATION REVENUE BONDS OF THE REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK AND APPROVING OTHER MATTERS RELATED THERETO WHEREAS, the City of Moorpark (the "City ") and the Redevelopment Agency of the City of Moorpark (the "Agency ") have entered into a Joint Exercise of Powers Agreement (the "Agreement ") creating the Moorpark Public Financing Authority (the "Authority "),- and WHEREAS, pursuant to Article 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Act "), the Authority is authorized to purchase bonds issued by the Agency for financing and refinancing public capital improvements, working capital, liability and other insurance needs, or projects whenever there are significant public benefits, as determined by the Authority; and WHEREAS, pursuant to the Act and the Agreement, the Authority is further authorized to sell bonds so purchased to public or private purchasers at public or negotiated sale, and WHEREAS, the Agency now desires to issue its not to exceed $5,125,000 initial principal amount of 2010 Tax Allocation Refunding Bonds (the "Bonds) for the purpose of refinancing its Redevelopment Agency of the City of Moorpark (Moorpark Redevelopment Project) 1999 Tax Allocation Refunding Bonds, which refinancing will result in an interest cost savings for the Agency; and WHEREAS, the Authority desires to purchase the Bonds from the Agency, solely from the proceeds received from the Authority's concurrent sale of the Bonds to Piper Jaffray & Co., Inc. (the "Underwriter "); and WHEREAS, the Agency has caused a bond purchase agreement to be submitted to the Authority for approval; and WHEREAS, the Authority now desires to approve the bond purchase agreement and any other documents necessary for the purchase and sale of the Bonds as provided below. ATTACHMENT 3 LZ Resolution No. 2010 - Page 2 NOW, THEREFORE, THE MOORPARK PUBLIC FINANCING AUTHORITY DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1. Pursuant to the Act, the Board of Directors hereby finds and determines that the issuance of the Bonds and the purchase and sale thereof by the Authority will result in savings in effective interest rates, bond underwriting costs and bond issuance costs and thereby result in significant public benefits to the Agency and the Authority within the contemplation of Section 6586 of the Act. SECTION 2. The proposed bond purchase agreement (the "Purchase Contract "), by and among the Agency, the Authority and the Underwriter, in the form on file with the Secretary of the Authority, is hereby approved. The Executive Director of the Authority is hereby authorized and directed, for and in the name and on behalf of the Authority, to accept the request that the Authority purchase the Bonds from the Agency and to accept the offer of the Underwriter to purchase the Bonds from the Authority, each subject to the terms and conditions of the Purchase Contract, and to execute and deliver the Purchase Contract to the Agency and the Underwriter; provided, however, that, the Underwriter's discount, excluding original issue discount which does not constitute compensation to the Underwriter, with respect to the Bonds does not exceed 1.00 %, the net interest cost of the Bonds does not exceed 4.15 %, and the principal amount of the Bonds is not in excess of $5,125,000. The final principal amount of the Bonds shall be the amount set forth in the executed Purchase Contract, not to exceed the amount specified herein. The approval of any additions or changes in such form shall be conclusively evidenced by such execution and delivery of the Purchase Contract. SECTION 3. The Authority finds and determines that the issuance of the Bonds and the purchase and sale thereof by the Authority, as contemplated by the Purchase Contract, will result in savings in effective interest rates, bond underwriting costs and bond issuance costs and thereby result in significant public benefits to the Authority and the Agency within the contemplation of Section 6586 of the California Government Code. SECTION 4. The Preliminary Official Statement relating to the Bonds, together with such amendments and supplements as shall be necessary or convenient to accurately describe the Bonds in accordance with the Purchase Contract, this Resolution and the other related proceedings and documents, is hereby approved for distribution to such broker - dealers, banking institution and other persons as may be interested in purchasing the Bonds. The form of final Official Statement, together with such amendments and supplements as shall be necessary or convenient to accurately describe the Bonds in accordance with the Purchase Contract, this Resolution and the other related proceedings and documents, is hereby approved for distribution to the purchasers of the Bonds. 2 9 Resolution No. 2010 - Page 3 SECTION 5. The Chair, the Executive Director, the Treasurer and the Secretary of the Authority, and any and all other officers of the Authority, are hereby authorized and directed, for and in the name and on behalf of the Authority, to do any and all things and take any and all actions, including execution and delivery of any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents which they, or any of them, may deem necessary or advisable in order to consummate the lawful purchase and sale of the Bonds as described herein. Whenever in this resolution any officer of the Authority is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer shall be absent or unavailable. SECTION 6. The Authority Secretary shall certify to the adoption of this resolution and shall cause a certified resolution to be filed in the book of original Resolutions. PASSED AND ADOPTED this 20th day of October, 2010. Janice S. Parvin, President ATTEST: Deborah S. Traffenstedt, Authority Secretary 3 10 Jones Hall Draft 10/10/10 THIRD SUPPLEMENTAL INDENTURE OF TRUST by and between the REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK and THE BANK OF NEW YORK TRUST COMPANY, N.A., As Trustee Dated as of November 1, 2010 Relating to: Redevelopment Agency of the City of Moorpark Moorpark Redevelopment Project, 2010 Tax Allocation Refunding Bonds ATTACHMENT 4 11 TABLE OF CONTENTS SECTION 1. Supplement to Original Indenture ............................... ............................... 2 ARTICLE XII 2010 BONDS Section 12.01. Definitions ............................................ ..............................2 Section 12.02. Authorization of 2010 Bonds ................ ..............................3 Section 12.03. Terms of 2010 Bonds .......................... ..............................3 Section 12.04. Redemption ......................................... ..............................4 Section 12.05. Form of 2010 Bonds; Authentication and Delivery .............7 Section 12.06. Application of Proceeds of Sale of 2010 Bonds .................7 Section 12.07. 2010 Costs of Issuance Fund .............. ..............................8 Section 12.08. Deposit and Investment of Moneys in Funds .....................8 Section 12.09. Security for 2010 Bonds ...................... ..............................9 Section 12.10. Federal Tax Covenants ....................... ..............................9 Section 12.11. Continuing Disclosure .......................... ..............................9 Section 12.12. County Repayment Plan ...........:......... .............................12 Section 12.13. Effect of this Article XII ........................ .............................12 SECTION 2. Attachment of Exhibit A ............................................ ............................... 12 SECTION 3. Partial Invalidity ........................................................ ............................... 13 SECTION 4. Execution in Counterparts ........................................ ............................... 13 SECTION 5. Governing Law ......................................................... ............................... 13 EXHIBIT A - FORM OF 2010 BONDS 12 THIRD SUPPLEMENTAL INDENTURE OF TRUST THIS THIRD SUPPLEMENTAL INDENTURE OF TRUST (this "Third Supplement ") made and entered into as of November 1, 2010, is by and between the REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK, a public body, corporate and politic, duly organized and existing under the laws of the State of California (the "Agency "), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (the "Trustee ") under an Indenture of Trust, dated as of May 1, 1999 (the "Original Indenture "), as supplemented by a First Supplemental Indenture of Trust, dated as of December 1, 2001 (the "First Supplement ") and a Second Supplemental Indenture of Trust, dated as of December 1, 2006 (the "Second Supplement" and together with the Original Indenture and First Supplement, the "Indenture "), by and between the Trustee and the Agency. WITNESSETH: WHEREAS, the Agency is a public body, corporate and politic, duly established and authorized to transact business and exercise powers under and pursuant to the provisions of the Community Redevelopment Law of the State of California (the "Law "), including the power to issue bonds for any of its corporate purposes; WHEREAS, a redevelopment plan for the Agency's Moorpark Redevelopment Project (the "Redevelopment Project ") has been adopted under the Law pursuant to all applicable requirements of the Law; WHEREAS, the Agency has issued its (i) $9,860,000 initial principal amount of Redevelopment Agency of the City of Moorpark Moorpark Redevelopment Project 1999 Tax Allocation Refunding Bonds (the "1999 Bonds ") for the purpose of refunding in full, the Agency's Moorpark Redevelopment Project 1993 Tax Allocation Bonds, 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 72001 Bonds "), as provided in the First Supplement; and (iii) $11,695,000 initial principal amount of Redevelopment Agency of the City of Moorpark Moorpark Redevelopment Project 2006 Tax Allocation Bonds (the "2006 Bonds "), as provided in the Second Supplement, for the purpose of financing or refinancing redevelopment projects of the Agency; WHEREAS, the Agency has determined it is in the best interest of the Agency to refinance the 1999 Bonds; 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 parity with the 2001 Bonds and 2006 Bonds (the 2001 Bonds and 2006 Bonds are herein referred to as the "Prior Bonds "); WHEREAS, after due investigation and deliberation the Agency has determined that it is in the interests of the Agency at this time to provide for the issuance of its Redevelopment Agency of the City of Moorpark Moorpark Redevelopment Project 2010 Tax Allocation Refunding Bonds in the initial aggregate principal amount of $ (the "2010 Bonds "), all to be secured under the Original Indenture and this Third Supplemental Indenture by a pledge of Tax Revenues on parity with the Prior Bonds, to refinance the 1999 Bonds; WHEREAS, this Third Supplement is a "Supplemental Indenture" within the meaning of 13 the Original Indenture and the 2010 Bonds (and the 2001 Bonds) are "Parity Debt" within the meaning of the Original Indenture and secured under the Original Indenture on parity with the Prior Bonds; and WHEREAS, the 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 2010 Bonds; WHEREAS, in providing for the issuance of the 2010 Bonds, it is necessary to supplement and amend the Original Indenture, as more particularly provided in Section 1 and Section 2 hereof, as such supplements and amendments are authorized by Section 7.01 of the Original Indenture; and WHEREAS, the Agency has determined that all acts and proceedings required by law necessary to make the 2010 Bonds, when executed by the Agency, authenticated and delivered by the Trustee and duly issued, the valid, binding and legal special obligations of the Agency, and to constitute the Original Indenture, as amended and supplemented by this 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 and Second Supplement, is hereby amended by adding a Third 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 2010 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 November 1, 2010, by and between the 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. "Closing Date" means , 2010, being the date upon which there was a physical delivery of the 2010 Bonds in exchange for the amount representing the purchase price of the 2010 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 2010 Bonds, together with applicable 14 proposed, temporary and final regulations promulgated, and applicable official public guidance published, under the Code. "Continuing Disclosure Certificate" means that certain Continuing Disclosure Certificate of the Agency dated as of the Closing Date, as originally executed and as it may be amended from time to time in accordance with the terms thereof. "Fair Market Value" means the price at which a willing buyer would purchase the 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. "1999 Bonds" means the Agency's $9,860,000 initial principal amount of Redevelopment Agency of the City of Moorpark Moorpark Redevelopment Project 1999 Tax Allocation Refunding Bonds. "1999 Bonds Refunding Account" means the account of that name established in Section 12.06 hereof. "2010 Bonds" means the Agency's Redevelopment Agency of the City of Moorpark Moorpark Redevelopment Project, 2010 Tax Allocation Refunding Bonds authorized by and at any time Outstanding pursuant to this Indenture. "2010 Costs of Issuance" means all items of expense directly or indirectly payable by or reimbursable to the Agency relating to the authorization, issuance, sale and delivery of the 2010 Bonds, including but not limited to printing expenses, premiums for any municipal bond insurance policy that may be purchased, costs of cash flow verifications, rating agency fees, filing and recording fees, initial fees, expenses and charges of the Trustee and its counsel (including the Trustee's first annual administrative fee), fees, charges and disbursements of attorneys including bond counsel, financial advisors, accounting firms, consultants and other professionals, fees and charges for preparation, execution and safekeeping of the 2010 Bonds and any other cost, charge or fee in connection with the original issuance of the 2010 Bonds. "2010 Costs of Issuance Fund" means the fund by that name established and held by the Trustee pursuant to Section 12.07. "2010 Term Bonds" means, collectively, the 2010 Bonds maturing on October 1 in the years and 15 "Original Purchaser" means Piper Jaffray & Co., Inc., the first purchaser of the 2010 Bonds upon their delivery by the Trustee on the Closing Date. Section 12.02. Authorization of 2010 Bonds. 2010 Bonds in the aggregate principal amount of Dollars ($i), are hereby authorized to be issued by the Agency as Parity Debt under and subject to the terms of this Indenture and the Law. This Indenture constitutes a continuing agreement with the Owners of all of the 2010 Bonds issued hereunder and then Outstanding to secure the full and final payment of principal and premium, if any, and interest on all 2010 Bonds which may from time to time be executed and delivered hereunder, subject to the covenants, agreements, provisions and conditions herein contained. Section 12.03. Terms of 2010 Bonds. The 2010 Bonds shall be dated the Closing Date, and shall mature and become payable on October 1 in the following years and shall bear interest at the following interest rates (based on a 360 -day year comprised of twelve 30 -day months): Year October 1 Principal Amount Interest Rate Per Annum Interest on the 2010 Bonds shall be payable on each Interest Payment Date commencing April 1, 2011. Each 2010 Bond shall bear interest from the Interest Payment Date next preceding the date of authentication thereof, unless: (a) it is authenticated after the close of business on the applicable Record Date and on or before the following Interest Payment Date, in which event it shall bear interest from such Interest Payment Date; or (b) it is authenticated on or before March 15, 2011, in which event it shall bear interest from the Closing Date; or (c) if, as of the date of authentication of any 2010 Bond, interest thereon is in default, in which event such 2010 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 2010 Bonds shall be payable upon presentation and surrender of such 2010 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 2010 Bonds shall be payable in lawful money of the United States of America. Payment of the interest on any 2010 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 2010 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. 16 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 2010 Bond is registered as of the close of business on a special record date for the payment of such defaulted interest to be fixed by the Trustee. The Trustee shall give notice of such special record date to the Owner not less than 10 days prior thereto. Section 12.04. Redemption. (a) Optional Redemption. The 2010 Bonds maturing on or before October 1, , shall not be subject to optional redemption prior to maturity. The 2010 Bonds maturing on or after October 1, , shall be subject to redemption in whole, or in part among such maturities as shall be determined by the Agency, and in any case by lot within a maturity, at the option of the Agency, on any date on or after October 1, , from any available source of funds, at a redemption price equal to the principal amount to be redeemed, together with accrued interest thereon to the redemption date, without premium. The Agency shall be required to give the Trustee written notice of its intention to redeem 2010 Bonds and of the annual maturities determined to be redeemed under this subsection (a) at least forty -five (45) days prior to the date fixed for such redemption. (b) Sinking Account Redemption. The 2010 Term Bonds shall be subject to redemption in part by lot on October 1 in each of the years set forth in the following tables from Sinking Account payments made by the Agency pursuant to Section 4.03(c), at a redemption price equal to the principal amount thereof to be redeemed together with accrued interest thereon to the redemption date, without premium, or in lieu thereof shall be purchased pursuant to the succeeding paragraph of this subsection (b), in the aggregate respective principal amounts and on the dates as set forth in the following tables; provided however, that if some but not all of the 2010 Bonds to be redeemed pursuant to this subsection (b) have been redeemed pursuant to subsection (a) above, the total amount of all future Sinking Account payments with respect to such 2010 Bonds shall be reduced by the aggregate principal amount of such 2010 Bonds so redeemed, to be allocated among such Sinking Account payments on a pro rata basis in integral multiples of $5,000 as determined by the Agency (notice of which determination shall be given by the Agency to the Trustee). Bonds Maturing October 1, Sinking Fund Redemption Date Principal Amount (October 1) To Be Redeemed 5 17 Bonds Maturing October 1, Sinking Fund Redemption Date Principal Amount (October 1) To Be Redeemed In lieu of redemption of any 2010 Term Bonds pursuant to the preceding paragraph, amounts on deposit in the Special Fund may also be used and withdrawn by the Agency at any time for the purchase of 2010 Term Bonds at public or private sale as and when and at such prices (including brokerage and other charges and including accrued interest) as the Agency may in its discretion determine. The par amount of any of the 2010 Term Bonds so purchased by the Agency in any twelve -month period ending on August 1 in any year shall be credited towards and shall reduce the par amount of such 2010 Term Bonds required to be redeemed pursuant to this subsection (b) on October 1 in such year. (c) [intentionally omitted]. (d) Notice of Redemption. The Trustee on behalf and at the expense of the Agency shall mail (by first class mail) notice of any redemption to the respective Owners of any 2010 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 2010 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 2010 Bond numbers and the maturity or maturities (in the event of redemption of all of the 2010 Bonds of such maturity or maturities in whole) of the 2010 Bonds to be redeemed, and shall require that such 2010 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 2010 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 2010 Bonds pursuant to the provisions above, such notice of redemption shall be given by (i) first class mail, postage prepaid, (ii) confirmed facsimile transmission, or (iii) overnight delivery service to the Agency, to each of the Securities Depositories and to one or more of the Information Services as shall be designated in writing by the Agency to the Trustee. Notwithstanding the foregoing, in the case of any optional redemption of the 2010 Bonds under Section 12.04(a) above, the notice of redemption shall state that the redemption is conditioned upon receipt by the Trustee of sufficient moneys to redeem the 2010 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 2010 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 2010 Bonds to be optionally redeemed, W' the Trustee shall send written notice to the owners of the 2010 Bonds, to the Securities Depositories and to one or more of the Information Services to the effect that the redemption did not occur as anticipated, and the 2010 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 12.04 for the redemption of less than all of the 2010 Bonds of any maturity of any series, the Trustee shall select the 2010 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 2010 Bonds shall be deemed to be comprised of separate $5,000 denominations and such separate denominations shall be treated as separate 2010 Bonds which may be separately redeemed. (f) Partial Redemption of 2010 Bonds. In the event only a portion of any 2010 Bond is called for redemption, then upon surrender of such 2010 Bond the Agency shall execute and the Trustee shall authenticate and deliver to the Owner thereof, at the expense of the Agency, a new 2010 Bond or 2010 Bonds of the same series and maturity date, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the 2010 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 2010 Bonds so called for redemption shall have been duly provided, such 2010 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 2010 Bonds redeemed pursuant to this Section 12.04 shall be canceled and destroyed. Section 12.05. Form of 2010 Bonds; Authentication and Delivery. The 2010 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 2010 Bonds shall be executed on behalf of the 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 2010 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 2010 Bond may be signed and attested on behalf of the Agency by such persons as at the actual date of the execution of such 2010 Bond shall be the proper officers of the Agency, duly authorized to execute debt instruments on behalf of the Agency, although on the date of such 2010 Bond any such person shall not have been such officer of the Agency. Only such of the 2010 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 2010 Bonds have been duly authenticated and delivered hereunder and are entitled to the benefits of this Indenture. 19 Section 12.06. AAgplication of Proceeds of Sale of 2010 Bonds. Upon the receipt of payment for the 2010 Bonds on the Closing Date, the proceeds thereof shall be paid to the Trustee, which proceeds in the amount of $ (being the aggregate principal amount thereof, less an original issue discount of $ , and less an underwriter's discount of $ ) shall be deposited by the Trustee in a separate fund to be established by the Trustee to be known as the "2010 Bond Proceeds Fund" which shall be applied as follows: (a) The Trustee shall deposit in the Interest Account the amount of $ representing capitalized interest on the 2010 Bonds; (b) The Trustee shall deposit in the 2010 Costs of Issuance Fund the amount of $ , which together with a contribution in the amount of $ to be made by the Agency on the Closing Date and delivered to the Trustee for deposit into the Costs of Issuance Fund, shall equal a total deposit into the Costs of Issuance Fund of $ ; (c) The Trustee shall deposit in the Reserve Account the amount of On the Closing Date, the Trustee shall establish a temporary account named the "1999 Bonds Refunding Account" to be utilized for accumulating the moneys needed to redeem the 1999 Bonds. Proceeds of the 2010 Bonds and other moneys described as follows shall be deposited in the 1999 Bonds Refunding Account on the Closing Date: (i) The Trustee shall deposit from proceeds of the 2010 Bonds the amount of $ into the 1999 Bonds Refunding Account; (ii) The Trustee, as Trustee for the 1999 Bonds, shall withdraw from the reserve account held for the 1999 Bonds the amount of $ for deposit into the 1999 Bonds Refunding Account; (d) Redemption of 1999 Bonds. The Trustee, in its capacity as Trustee for the 1999 Bonds, shall apply, on 2010, the total amount deposited in the 1999 Bonds Refunding Account (being $ ), to pay the redemption price (being the amount of $ ) of the 1999 Bonds being redeemed on such date. (e) Residual 1999 Bonds Available Moneys. After making the above transfers and deposits and redeeming the 1999 Bonds, the Trustee, in its capacity as Trustee for the 1999 Bonds, shall transfer any other moneys remaining in any funds or accounts held for the 1999 Bonds under the Original Indenture (including any excess in the applicable reserve account) to the Debt Service Fund. The Authority hereby directs the Trustee to make the transfers required above. The Trustee may, in its discretion, establish a temporary fund or account in its books and records to facilitate transfers required under this Section 12.06. Section 12.07. 2010 Costs of Issuance Fund. There is hereby established a separate fund to be known as the "2010 Costs of Issuance Fund ", which shall be held by the Trustee in trust. The moneys in the 2010 Costs of Issuance Fund shall be used and withdrawn by the 20 Trustee from time to time to pay the 2010 Costs of Issuance upon submission of a Written Request of the Agency stating (i) the person to whom payment is to be made, (ii) the amount to be paid, (iii) the purpose for which the obligation was incurred, (iv) that such payment is a proper charge against the 2010 Costs of Issuance Fund, and (v) that such amounts have not been the subject of a prior Written Request of the Agency; in each case together with a statement or invoice for each amount requested thereunder. On the earlier of (x) the date which is six (6) months following the Closing Date, or (y) the date of receipt by the Trustee of a Written Request of the Agency therefor, all amounts (if any) remaining in the 2010 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 2010 Costs of Issuance Fund shall be closed. Section 12.08. 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 Agency filed with the Trustee at least two (2) Business Days in advance of the making of such investments. In the absence of any such directions from the Agency, the Trustee shall invest such moneys in Permitted Investments described in clause (f) of the definition thereof. Moneys in the funds and accounts held by the Agency under Article III or this Article XII may be invested by the Agency in any obligations in which the Agency is legally authorized to invest its funds. Obligations purchased as an investment of moneys in any fund shall be deemed to be part of such fund or account. All interest or gain derived from the investment of amounts in any of the funds or accounts established hereunder shall be deposited in the respective funds and accounts from which such investment shall have been made. For purposes of acquiring any investments hereunder, the Trustee may commingle funds held by it hereunder. The Trustee may act as principal or agent in the acquisition of any investment. The Trustee shall incur no liability for losses arising from any investments made pursuant to this Section. Except as otherwise provided in this Section 12.08, the Agency covenants that all investments of amounts deposited in any fund or account created by or pursuant to this Indenture, or otherwise containing gross proceeds of the 2010 Bonds (within the meaning of Section 148 of the Code) shall be acquired, disposed of, and valued (as of the date that valuation is required by this Indenture or the Code) at Fair Market Value. Investments in funds or accounts (or portions thereof) that are subject to a yield restriction under applicable provisions of the Code shall be valued by or on behalf of the Agency at their present value (within the meaning of section 148 of the Code). To the extent that any valuations of investments are made by the Trustee, the Trustee may utilize and rely upon computerized securities pricing services that may be available to it, including those available through its regular accounting system. The Agency acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Agency the right to receive brokerage confirmations of security transactions as they occur, the Agency specifically waives receipt of such confirmations to the extent permitted by law. The Trustee will furnish the Agency periodic cash transaction statements which include detail for all investment transactions made by the Trustee hereunder. The Trustee or any of its affiliates may act as sponsor, advisor or manager in connection 0 21 with any investments made by the Trustee hereunder. Section 12.09. Security for 2010 Bonds. The 2010 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 12.10. Federal Tax Covenants. (a) Private Activity Bond Limitation. The Agency shall assure that the proceeds of the 2010 Bonds are not so used as to cause the 2010 Bonds to satisfy the private business tests of Section 141(b) of the Code or the private loan financing test of Section 141(c) of the Code. (b) Private Business Use. The Agency covenants that no more than five percent (5 %) of the proceeds of the Bonds will be used in a manner as to cause the Bonds to satisfy the private business tests of section 141(b) of the Code determined by treating, for this purpose, 501(c)(3) organizations as governmental units with respect to their activities which do not constitute unrelated trades or businesses within the meaning of section 513(a) of the Code. (c) Rebate Requirement. The Agency shall take any and all actions necessary to assure compliance with Section 148(f) of the Code, relating to the rebate of excess investment earnings, if any, to the federal government, to the extent that such section is applicable to the 2010 Bonds. (d) No Arbitrage. The Agency shall not take, or permit or suffer to be taken by the Trustee or otherwise, any action with respect to the proceeds of the 2010 Bonds which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date of issuance of the 2010 Bonds would have caused the 2010 Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code. (e) Maintenance of Tax - Exemption. The Agency shall take all actions necessary to assure the exclusion of interest on the 2010 Bonds from the gross income of the owners thereof to the same extent as such interest is permitted to be excluded from gross income under the Code as in effect on the date of issuance of the 2010 Bonds. (f) Governmental or 501(c)(3) Ownership of Financed Property. The Agency covenants that all property provided with the proceeds of the Bonds will be owned (as ownership is determined for purposes of federal income taxation) by the Agency, by an organization described in section 501(c)(3) of the Code or by a governmental unit. (g) Prohibited Facilities. The Agency covenants that no portion of the proceeds of the Bonds will be used to provide any airplane, skybox or other private luxury box, health club facility unless such health club facility is used principally for the purposes of qualifying the Agency for tax exempt status pursuant to section 501(c)(3) of the Code, facility primarily used for gambling or store the principal business of which is the sale of alcoholic beverages for consumption off premises, all within the meaning of section 147(e) of the Code. (h) Costs of Issuance Limitation. The Agency covenants that no portion of the proceeds of the Bonds will be used for costs of issuance of the Bonds in excess of an amount equal to two percent (2 %) of the principal amount of the Bonds, less original issue discount (if any) on the Bonds, all within the meaning of section 147(g)(1) of the Code. (i) Financing Capital Expenditures. The Agency covenants that it will be spend at least 10 PVJ 95 percent of the "net sale proceeds" of the Bonds (as defined in section 150(a)(3) of the Code) on capital expenditures. (j) Expenditure of Proceeds to Assure Qualified 501(c)(3) Bonds. The Agency shall assure that the proceeds of the Bonds are expended so as to cause the Bonds to constitute "qualified 501(c)(3) bonds" within the meaning of section 145 of the Code. (k) No Unrelated Activities. The Agency covenants that no part in excess of five percent (5 %) of the portion of the Project financed with the Bonds will be used for (i) activities constituting an unrelated trade or business, determined by applying section 513(a) of the Code, or (ii) activities constituting any trade or business of an entity other than a organization described in section 501(c)(3) of the Code or a governmental unit, if such use adversely affects the exclusion from gross income for federal income tax purposes of interest payable with respect to the Bonds. Section 12.11. Continuing Disclosure. The Agency hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of this Indenture, failure of the Agency to comply with the Continuing Disclosure Certificate shall not be considered an Event of Default; however, the Trustee, at the written request of any participating underwriter or the Owners of at least 25% aggregate principal amount of Outstanding 2010 Bonds, shall, but only to the extent indemnified from any liability, cost or expense, including, but not limited to fees and expenses of its attorneys and additional fees and expenses of the Trustee, or any Bondowner may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Agency to comply with its obligations under this Section. Section 12.12. County Repayment Plan. The Agency shall not negotiate or enter into any agreement or arrangement with the County with respect to any prior overremittance by the County of tax increment revenues to the Agency, which agreement or arrangement would impair the Agency's payment of debt service on the Bonds. Section 12.14. Effect of this Article XII. Except as in this Article XII expressly provided or except to the extent inconsistent with any provision of this Article XII, the 2010 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 2010 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 XII. SECTION 2. Attachment of Exhibit C. The Original Indenture is hereby further amended by incorporating therein an Exhibit E setting forth the forms of the 2010 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 Third 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 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 2010 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. 11 23 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. 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 REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK, has caused this Third Supplemental Indenture of Trust to be signed in its name by its Executive Director and attested by its Secretary, and THE BANK OF NEW YORK TRUST COMPANY, N.A. in token of its acceptance of the trusts created hereunder, has caused this Third 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 12 REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK By: Executive Director THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: Authorized Officer 24 EXHIBIT A TO THIRD SUPPLEMENTAL INDENTURE OF TRUST FORM OF 2010 BONDS No. $, UNITED STATES OF AMERICA STATE OF CALIFORNIA REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK MOORPARK REDEVELOPMENT PROJECT, 2010 TAX ALLOCATION REFUNDING BOND INTEREST RATE MATURITY DATE DATED DATE CUSIP % October 1, 2010 REGISTERED OWNER: PRINCIPAL AMOUNT: The REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK, a public body, corporate and politic, duly organized and existing under and by virtue of the laws of the State of California (the "Agency "), for value received hereby promises to pay (but only out of the Tax Revenues as that term is defined in the Indenture, and other moneys and security hereinafter referred to, to the Registered Owner stated above or registered assigns, on the Maturity Date stated above (subject to any right of prior redemption hereinafter provided for), the Principal Amount stated above in lawful money of the United States of America and to pay interest thereon at the Interest Rate stated above in like lawful money from the Interest payment Date (as hereinafter defined) next preceding the date of authentication of this Bond (unless (1) this Bond is authenticated after a Record Date (as hereinafter defined) and on or before the following Interest Payment Date in which event it shall bear interest from such Interest Payment Date, or (2) this Bond is authenticated on or prior to March 15, 2011, in which event it shall bear interest from the Original Issue Date stated above; provided, however, that if at the time of authentication of this Bond, interest is in default on this Bond, this Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment on this Bond) until payment of such Principal Amount in full, payable semiannually on each April 1 and October 1, commencing April 1, 2011 (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 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 $1,000,000 or more in aggregate principal amount of Bonds at such wire transfer address in the United States as such owner shall specify in a written notice A -1 25 requesting payment by wire transfer delivered to the Trustee not later than the Record Date for such payment. This Bond is one of a duly authorized series of bonds of the Agency designated as "Redevelopment Agency of the City of Moorpark, Moorpark Redevelopment Project 2010 Tax Allocation Refunding Bonds" (the "Bonds "), in an initial aggregate principal amount of Dollars ($ ), 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 Community Law, being Part 1 (commencing with Section 33000) of Division 24 of the Health and Safety Code of the State of California (the "Law "), and pursuant to an Indenture of Trust, dated as of May 1, 1999, as amended and supplemented, including pursuant to a Third Supplemental Indenture of Trust dated as of November 1, 2010, entered into by and between the Agency and the Trustee (as so amended and supplemented, the "Indenture "), authorizing the issuance of the Bonds. The Bonds have been issued to refund the Agency's Moorpark Redevelopment Project 1999 Tax Allocation Refunding Bonds previously issued by the Agency in the initial principal amount of $9,860,000 (the "1999 Bonds "). Proceeds of the Bonds will also be used to fund a reserve fund and to pay costs related to the issuance of the Bonds. The Bonds are secured on parity with the Agency's (i) Moorpark Redevelopment Project 2001 Tax Allocation Bonds previously issued by the Agency in the initial principal amount of $12,625,000 (the "2001 Bonds ") and (ii) Moorpark Redevelopment Project 2006 Tax Allocation Bonds previously issued by the Agency in the initial principal amount of $12,695,000 (the "2006 Bonds" and together with the 2001 Bonds, the `Prior Bonds "). The Agency may issue or incur additional obligations secured 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 Agency) and all indentures supplemental thereto and to the Law for a description of the terms on which the Bonds are issued, the provisions with regard to the nature and extent of the Tax Revenues, as that term is defined in the Indenture, and other amounts pledged under the Indenture, and the rights thereunder of the owners of the Bonds and the rights, duties and immunities of the Trustee and the rights and obligations of the Agency thereunder, to all of the provisions of which Indenture the Registered Owner of this Bond, by acceptance hereof, assents and agrees. This Bond and the interest hereon and all other Bonds and the interest thereon (to the extent set forth in the Indenture) are payable from, and are secured by a charge and lien on the Tax Revenues derived by the Agency from the Redevelopment Project, as defined in the Indenture, on parity with the lien of the Prior Bonds and any other Parity Debt (as defined in the Indenture) to be issued by the Agency under the Indenture. As and to the extent set forth in the Indenture, all of the Tax Revenues are exclusively and irrevocably pledged in accordance with the terms hereof and the provisions of the Indenture and the Law, to the payment of the principal of and interest and premium (if any) on the Bonds, the Prior Bonds and any Parity Debt. Notwithstanding the foregoing, certain amounts out of Tax Revenues may be applied for other purposes as provided in the Indenture. This Bond is not a debt of the City of Moorpark, the State of California or any of its political subdivisions (other than the Agency, to the limited extent set forth in the Indenture), and neither said City, said State, nor any of its political subdivision (other than the Agency, to the limited extent set forth in the Indenture), is liable hereon nor in any event shall this Bond be payable out of any funds or properties other than the Tax Revenues and amounts pledged A -2 26 therefor under the Indenture. The Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction. The rights and obligations of the Agency and the owners of the Bonds may be modified or amended at any time in the manner, to the extent and upon the terms provided in the Indenture, but no such modification or amendment shall permit a change in the terms of redemption or maturity of the principal of any outstanding Bond or of any installment of interest thereon or a reduction in the principal amount or the redemption price thereof or in the rate of interest thereon without the consent of the owner of such Bond, or shall reduce the percentages of the owners required to effect any such modification or amendment. The 2010 Bonds maturing on or before October 1, shall not be subject to optional redemption prior to maturity. The 2010 Bonds maturing on or after October 1, , shall be subject to redemption in whole, or in part among such maturities as shall be determined by the Agency, and in any case by lot within a maturity, at the option of the Agency, on any date on or after October 1, , from any available source of funds, at a redemption price equal to the principal amount to be redeemed, together with accrued interest thereon to the redemption date, without premium. The 2010 Term Bonds shall be subject to redemption in part by lot on October 1 in each of the years set forth in the following tables from Sinking Account payments made by the Agency pursuant to the Third Supplemental Indenture, at a redemption price equal to the principal amount thereof to be redeemed together with accrued interest thereon to the redemption date, without premium, or in lieu thereof may be purchased by the Agency pursuant to the Third Supplemental Indenture, 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 2010 Bonds to be redeemed pursuant to this subsection (b) have been redeemed pursuant to optional redemption, the total amount of all future Sinking Account payments with respect to such 2010 Bonds shall be reduced by the aggregate principal amount of such 2010 Bonds so redeemed, to be allocated among such Sinking Account payments on a pro rata basis in integral multiples of $5,000 as determined by the Agency. Bonds Maturing October 1, Sinking Fund Redemption Date Principal Amount (October 1 ) To Be Redeemed Bonds Maturing October 1, Sinking Fund Redemption Date Principal Amount (October 1) To Be Redeemed A -3 27 As provided in the Indenture, notice of redemption shall be mailed by first class mail not less than thirty (30) nor more than sixty (60) days prior to the redemption date to the respective owners of any Bonds designated for redemption at their addresses appearing on the Bond registration books of the Trustee, but neither failure to receive such notice nor any defect in the notice so mailed shall effect the sufficiency of the proceedings for redemption. If this Bond is called for redemption and payment is duly provided therefor as specified in the Indenture, interest shall cease to accrue hereon from and after the date fixed for redemption. If an Event of Default, as defined in the Indenture, shall occur, the principal of all Bonds may be declared due and payable upon the conditions, in the manner and with the effect provided in the Indenture, but such declaration and its consequences may be rescinded and annulled as further provided in the Indenture. The Bonds are issuable as fully registered bonds without coupons in denominations of $5,000 or any integral multiple thereof. Subject to the limitations and conditions and upon payment of the charges, if any, as provided in the Indenture, Bonds may be exchanged for a like aggregate principal amount of Bonds of other authorized denominations and of the same maturity. This Bond is transferable by the Registered Owner hereof, in person or by his attorney duly authorized in writing at said offices of the Trustee, but only in the manner and subject to the limitations provided in the Indenture, and upon surrender and cancellation of this Bond. Upon registration of such transfer a new fully registered Bond or Bonds, of authorized denomination or denominations for the same aggregate principal amount and of the same maturity, will be issued to the transferee in exchange therefor. The Trustee shall not be required to register the transfer or exchange of Bonds (i) between the date which is fifteen days before selection of Bonds for redemption and the date of mailing notice of redemption, and (ii) as to any Bond selected for redemption. The Agency and the Trustee may treat the Registered Owner hereof as the absolute owner hereof for all purposes, and the Agency and the Trustee shall not be affected by any notice to the contrary. Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York Corporation ( "DTC "), to the Agency or the Trustee for registration of transfer, exchange, or payment, and any Certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. A-4 It is hereby certified that all of the things, conditions and acts required to exist, to have happened or to have been performed precedent to and in the issuance of this Bond do exist, have happened or have been performed in due and regular time, form and manner as required by the Law and the laws of the State of California and that the amount of this Bond, together with all other indebtedness of the Agency, does not exceed any limit prescribed by the Law or any laws of the State of California. and is not in excess of the amount of Bonds permitted to be issued under the Indenture. This Bond shall not be entitled to any benefit under the Indenture or become valid or obligatory for any purpose until the Certificate of Authentication hereon endorsed shall have been manually signed and dated by the Trustee. IN WITNESS WHEREOF, the Redevelopment Agency of the City of Moorpark has caused this Bond to be executed in its name and on its behalf with the facsimile signature of its 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: Dated: REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK By: Secretary Chair TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Bonds described in the within - mentioned Indenture. THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee am A -5 Authorized Signatory 29 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. A -6 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. M Jones Hall Draft 10/10/10 REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK Moorpark Redevelopment Project 2010 Tax Allocation Refunding Bonds PURCHASE CONTRACT 2010 Moorpark Public Financing Authority 799 Moorpark Avenue Moorpark, CA 93021 Redevelopment Agency of the City of Moorpark 799 Moorpark Avenue Moorpark, CA 93021 Ladies and Gentlemen: The undersigned (the "Underwriter ") offers to enter into this Purchase Contract (this "Purchase Contract ") with the Moorpark Public Financing Authority (the "Authority ") and the Redevelopment Agency of the City of Moorpark (the "Agency ") which will be binding upon the Authority, the Agency and the Underwriter upon the acceptance hereof by the Authority and the Agency. This offer is made subject to its acceptance by the Authority and the Agency by execution of this Purchase Contract and its delivery to the Underwriter on or before 5:00 p.m., California time, on the date hereof. All terms used herein and not otherwise defined shall have the respective meanings given to such terms in the Indenture (as hereinafter defined). Section 1. Purchase and Sale. Upon the terms and conditions and upon the basis of the representations, warranties and agreements hereinafter set forth, the Underwriter hereby agrees to purchase from the Authority for offering to the public, and the Authority hereby agrees to sell to the Underwriter for such purpose, all (but not less than all) of the $ aggregate principal amount of the Agency's Moorpark Redevelopment Project 2010 Tax Allocation Refunding Bonds (the "Bonds "), at a purchase price equal to $ (being the aggregate principal amount thereof, less an original issue discount of $ , and less an underwriter's discount of $ ). The Bonds are to be purchased by the Authority from the Agency pursuant hereto for resale and delivery to the Underwriter concurrently with the purchase of the Bonds by the Underwriter from the Authority; provided that the obligation of the Authority to purchase the Bonds from the Agency shall be solely with moneys provided by the Underwriter. Section 2. Description of the Bonds. In order to finance or refinance redevelopment activities with respect to the Redevelopment Project, the Agency has heretofore issued its (i) $9,860,000 aggregate principal amount of Moorpark Redevelopment Project 1999 ATTACHMENT 5 31 Tax Allocation Refunding Bonds (the "1999 Bonds ") pursuant to an Indenture of Trust dated as of May 1, 1999 (the "Original Indenture "), by and between the Agency and BNY Western Trust Company (now known as The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee "). The Bonds are issued to refund the 1999 Bonds. In order to finance redevelopment activities with respect to the Redevelopment Project, the Agency has heretofore issued its (i) $11,625,000 aggregate principal amount of Moorpark Redevelopment Project 2001 Tax Allocation Bonds (the "2001 Bonds ") and together with the 1999 Bonds, the "Prior Bonds ") pursuant to a First Supplemental Indenture of Trust dated as of December 1, 2001 (the "2001 Supplemental Indenture "), and (ii) $11,695,000 aggregate principal amount of Moorpark Redevelopment Project 2006 Tax Allocation Bonds (the "2006 Bonds" and together with the 2001 Bonds, the "Prior Bonds ") pursuant to a Second Supplemental Indenture of Trust dated as of November 1, 2006 (the "2006 Supplemental Indenture" and together with the 2001 Supplemental Indenture and the Original Indenture, the "Indenture "). The Bonds are issued pursuant to the Indenture, a Third Supplemental Indenture of Trust dated as of November 1, 2010 (the "Third Supplemental Indenture ") between the Agency and the Trustee, and pursuant to the California Community Redevelopment Law, constituting Part 1, Division 24 commencing with Section 33000) of the California Health and Safety Code (the "Law") and a resolution of the Agency adopted , 2010. The Bonds shall be as described in the Indenture and the Official Statement dated the date hereof relating to the Bonds (which, together with all exhibits and appendices included therein or attached thereto and such amendments or supplements thereto which shall be approved by the Underwriter, is hereinafter called the "Official Statement "). The Bonds shall be secured by a pledge of and lien on all of the Tax Revenues (as defined in the Indenture) on parity with the pledge for the Prior Bonds, allocated to the Agency with respect to the Project Area. Section 3. Public Offering. The Underwriter agrees to make a bona fide public offering of all the Bonds initially at the public offering prices (or yields) set forth on Appendix A attached hereto and incorporated herein by reference. Subsequent to the initial public offering, the Underwriter reserves the right to change the public offering prices (or yields) as it deems necessary in connection with the marketing of the Bonds, provided that the Underwriter shall not change the interest rates set forth on Appendix A. The Bonds may be offered and sold to certain dealers at prices lower than such initial public offering prices. Section 4. Delivery of Official Statement. The Agency has delivered or caused to be delivered to the Underwriter prior to the execution of this Purchase Contract, copies of the Preliminary Official Statement relating to the Bonds (the "Preliminary Official Statement "). Such Preliminary Official Statement is the official statement deemed final by the Agency for purposes of Rule 15c2 -12 under the Securities Exchange Act of 1934 (the "Rule ") and approved for distribution by resolution of the Agency. The Agency shall have executed and delivered to the Underwriter a certification to such effect in the form attached hereto as Appendix B. Within seven (7) business days from the date hereof, the Agency shall deliver to the Underwriter a final Official Statement, executed on behalf of the Agency by an authorized representative of the Agency and dated the date hereof, which shall include information permitted to be omitted by paragraph (b)(1) of the Rule and with such other amendments or supplements as shall have been approved by the Agency and the Underwriter. The Agency also agrees to delivery to the Underwriter, at the Agency's' sole cost and at such address as the -2- 32 Underwriter shall specify, as many copies of the Official Statement as the Underwriter shall reasonably request as necessary to comply with paragraph (b)(4) of the Rule and with Rule G- 32 and all other applicable rules of the Municipal Securities Rulemaking Board. The Agency will undertake, pursuant to the Indenture and a continuing disclosure certificate or agreement (the "Continuing Disclosure Certificate "), to provide certain annual financial information and notices of the occurrence of certain events, if material. The form of the Continuing Disclosure Certificate is appended to the Official Statement. Section 5. The Closing. At 8:00 a.m., California time, on 2010, or at such other time or on such earlier or later business day as shall have been mutually agreed upon by the Agency and the Underwriter, the Authority and the Agency will deliver (i) the Bonds in definitive form (one bond for each annual maturity) for the Underwriter to the Trustee at the Closing or to The Depository Trust Company ( "DTC ") in New York, New York, or such other location as may be specified by the Underwriter, with CUSIP identification numbers printed thereon, in fully registered form and registered in the name of Cede & Co., and (ii) the closing documents hereinafter mentioned at the offices of Jones Hall, A Professional Law Corporation, Bond Counsel (the "Bond Counsel ") in San Francisco, California, or another place to be mutually agreed upon by the Agency and the Underwriter. The Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in Section 1 hereof by federal funds wire payable to the order of the Trustee on behalf of the Agency. This payment and delivery, together with the delivery of the aforementioned documents, is herein called the "Closing." Section 6. Agency Representations, Warranties and Covenants. The Agency represents, warrants and covenants to the Underwriter that: (a) Due Organization and Existence of Agency. The Agency is a public body corporate and politic, organized and existing under the laws of the State, including the Community Redevelopment Law of the State, constituting Part 1 of Division 24 of the Health and Safety Code (the "Redevelopment Law "), with full right, power and authority to execute, deliver and perform its obligations under this Purchase Contract, the Continuing Disclosure Certificate and the Indenture (collectively, the "Agency Documents ") and to carry out and consummate the transactions contemplated by the Agency Documents and the Official Statement. (b) Due Authorization and Approval. By all necessary official action of the Agency, the Agency has duly authorized and approved the execution and delivery of, and the performance by the Agency of the obligations contained in, the Agency Documents and as of the date hereof, such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded. When executed and delivered, the Agency Documents will constitute the legally valid and binding obligations of the Agency enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors' rights generally. The Agency has complied, and will at the Closing be in compliance in all respects, with the terms of the Agency Documents. (c) Official Statement Accurate and Complete. The Preliminary Official Statement was as of its date, and the final Official Statement will be, and at all times subsequent to the date of the final Official Statement up to and including the Closing will be, true and correct in all material respects, and the Preliminary Official Statement -3- 33 contains and the final Official Statement will contain, and up to and including the Closing will contain, no misstatement of any material fact and do not, and up to and including the Closing will not, omit any statement necessary to make the statements contained therein, in the light of the circumstances in which such statements were made, not misleading. (d) Underwriter's Consent to Amendments and Supplements to Official Statement. The Agency will advise the Underwriter promptly of any proposal to amend or supplement the Official Statement and will not effect or consent to any such amendment or supplement without the consent of the Underwriter, which consent will not be unreasonably withheld. The Agency will advise the Underwriter promptly of the institution of any proceedings known to it by any governmental agency prohibiting or otherwise affecting the use of the Official Statement in connection with the offering, sale or distribution of the Bonds. (e) No Breach or Default. As of the time of acceptance hereof and as of the time of the Closing, except as otherwise disclosed in the Official Statement, the Agency is not and will not be in breach of or in default under any applicable constitutional provision, law or administrative rule or regulation of the State or the United States, or any applicable judgment or decree or any trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the Agency is a party or is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument; and, as of such times, except as disclosed in the Official Statement, the authorization, execution and delivery of the Agency Documents and compliance with the provisions of each of such agreements or instruments do not and will not conflict with or constitute a breach of or default under any applicable constitutional provision, law or administrative rule or regulation of the State or the United States, or any applicable judgment, decree, license, permit, trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the Agency (or any of its officers in their respective capacities as such) is subject, or by which it or any of its properties is bound, nor will any such authorization, execution, delivery or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of its assets or properties or under the terms of any such law, regulation or instrument, except as may be provided by the Agency Documents. (f) No Litigation. As of the time of acceptance hereof and the Closing, except as disclosed in the Official Statement, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, pending or threatened (i) in any way questioning the corporate existence of the Agency or the titles of the officers of the Agency to their respective offices; (ii) affecting, contesting or seeking to prohibit, restrain or enjoin the issuance or delivery of any of the Bonds, or the payment or collection of any amounts pledged or to be pledged to pay the principal of and interest on the Bonds, or in any way contesting or affecting the validity of the Bonds or the Agency Documents or the consummation of the transactions contemplated thereby, or contesting the exclusion of the interest on the Bonds from taxation or contesting the powers of the Agency and its authority to pledge the Tax Revenues; (iii) which may result in any material adverse change relating to the Agency; or (iv) contesting the completeness or accuracy of the Preliminary Official Statement or the final Official Statement or any supplement or amendment thereto or asserting that the Preliminary Official Statement or the final Official Statement contained -4- 34 any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and there is no basis for any action, suit, proceeding, inquiry or investigation of the nature described in clauses (i) through (iv) of this sentence. (g) Preliminary Official Statement. For purposes of the Rule, the Agency has heretofore deemed final the Preliminary Official Statement prior to its use and distribution by the Underwriter, except for the information specifically permitted to be omitted by paragraph (b)(1) of the Rule. The Agency has never failed to comply timely with any filing requirements under the Rule. (h) Excess Surplus. The Agency's Low and Moderate Income Housing Fund established pursuant to Section 33334.3 of the Law does not, on the date hereof, contain an "excess surplus" (within the meaning of Section 33334.12 of the Law) that would cause the Agency to be subject to the sanctions contained in Section 33334.12(e)(1) of the Law. (i) Arbitrage Certificate. The Agency has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that it is a bond issuer whose arbitrage certificates may not be relied upon. Section 7. Authority Representations, Warranties and Covenants. The Authority represents, warrants and covenants to the Underwriter that: (a) Due Organization and Existence of Authority. The Authority is a joint powers authority, duly organized and existing, and authorized to transact business and exercise powers under and pursuant to the provisions of the laws of the State of California and has, and on Closing date will have, full legal right, power and authority to enter into this Purchase Contract, and to carry out and to consummate the transactions contemplated by this Purchase Contract. (b) Official Statement Accurate and Complete. The information relating to the Authority contained in the Preliminary Official Statement and the final Official Statement is correct in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading. (c) Purchase and Sale of Bonds. The Bonds will be purchased and sold by the Authority pursuant to the Mark -Roos Local Bond Pooling Act of 1985, constituting Article 4 of Chapter 5, Division 7 of Title 1 (commencing with Section 6584) of the California Government Code (the "JPA Act "). (d) Compliance with Law. The Authority has complied, and will on the Closing Date be in compliance, in all respects, with the JPA Act and all other applicable laws of the State of California. Section 8. Closing Conditions. The Underwriter has entered into this Purchase Contract in reliance upon the representations, warranties and covenants herein and the performance by the Agency of their respective obligations hereunder, both as of the date hereof -5- 35 and as of the date of the Closing. The Underwriter's obligations under this Purchase Contract to purchase and pay for the Bonds shall be subject to the following additional conditions: (a) Bring -Down Representation. The representations, warranties and covenants of the Authority and the Agency contained herein shall be true, complete and correct at the date hereof and at the time of the Closing, as if made on the date of the Closing. (b) Executed Agreements and Performance Thereunder. At the time of the Closing (i) the Agency Documents shall be in full force and effect, and shall not have been amended, modified or supplemented except with the written consent of the Underwriter and (ii) there shall be in full force and effect such resolutions of the Agency, City and the Authority (the "Resolutions ") as, in the opinion of Bond Counsel, shall be necessary in connection with the transactions contemplated by this Purchase Contract, the Official Statement and the Agency Documents. (c) Closing Documents. At or prior to the Closing, the Underwriter shall receive each of the documents identified in Section 9. Section 9. Closing Documents. In addition to the other conditions to the Underwriter's obligations under this Purchase Contract to purchase and pay for the Bonds, at or before the Closing the Underwriter shall receive each of the following documents, provided that the actual payment for the Bonds by the Underwriter and the acceptance of delivery thereof shall be conclusive evidence that the requirements of this Section 9 shall have been satisfied or waived by the Underwriter. (a) Bond Counsel Opinion. An approving opinion of Bond Counsel dated the date of the Closing and substantially in the form appended to the Official Statement, together with a letter from such counsel, dated the date of the Closing and addressed to the Underwriter, to the effect that the foregoing opinion may be relied upon by the Underwriter to the same extent as if such opinion were addressed to it. (b) Supplemental Opinion. A supplemental opinion or opinions of Bond Counsel addressed to the Underwriter, in form and substance acceptable to the Underwriter, and dated the date of the Closing substantially to the following effect: (i) This Purchase Contract has been duly authorized, executed and delivered by the Agency and the Authority, as applicable, and constitute the valid, legal and binding agreements of the Agency and the Authority, as applicable, enforceable in accordance with its terms. (ii) The statements contained in the Official Statement (including the cover page and the Appendices thereto), insofar as such statements purport to summarize certain provisions of the Bonds, the Indenture or federal tax law, accurately summarize the information presented therein; provided that Bond Counsel need not express any opinion with respect to any financial or statistical information contained therein. (iii) The Agency's obligations under the Indenture are exempt from registration under the Securities Act of 1933, as amended, and the Indenture is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended. M 36 (c) Agency Counsel Opinion. An opinion of Counsel to the Agency, dated the date of the Closing and addressed to the Underwriter and the Insuerer, in form and substance acceptable to the Underwriter and the Insuerer substantially to the following effect: (i) The Agency is a public body corporate and politic duly organized and validly existing under the laws of the State of California. (ii) The resolution of the Agency approving and authorizing the execution and delivery of the Agency Documents and approving the Official Statement (the "Agency Resolution ") was duly adopted at a meeting of the Agency which was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and the Agency Resolution is in full force and effect and has not been modified, amended or rescinded. (iii) Except as otherwise disclosed in the Official Statement and to the best knowledge of such counsel after due inquiry, there is no litigation, proceeding, action, suit, or investigation at law or in equity before or by any court, governmental agency or body, pending or threatened against the Agency, challenging the creation, organization or existence of the Agency, or the validity of the Agency Documents or seeking to restrain or enjoin the repayment of the Bonds or in any way contesting or affecting the validity of the Agency Documents or contesting the authority of the Agency to enter into or perform its obligations under any of the Agency Documents, or under which a determination adverse to the Agency would have a material adverse effect upon the financial condition or the revenues of the Agency, or which, in any manner, questions the right of the Agency to use the Tax Revenues for repayment of the Bonds or affects in any manner the right or ability of the Agency to collect or pledge the Tax Revenues. (d) Trustee Counsel Opinion. The opinion of counsel to the Trustee, dated the date of the Closing, addressed to the Underwriter and the Insuerer, to the effect that: (i) The Trustee is a national banking association, duly organized and validly existing under the laws of the United States, having full power to enter into, accept and administer the trust created under the Indenture. (ii) The Indenture has been duly authorized, executed and delivered by the Trustee and the Indenture constitutes the legal, valid and binding obligation of the Trustee enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and by the application of equitable principles, if equitable remedies are sought. (iii) No consent, approval, authorization or other action by any governmental or regulatory authority having jurisdiction over the Trustee that has not been obtained is or will be required for the execution and delivery of the Indenture or the consummation of the transactions contemplated by the Indenture. -7- 37 (e) the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Disclosure Counsel, dated the Closing Date, addressed to the Agency and the Underwriter, to the effect that based upon an examination which they have made, and without having undertaken to determine independently the accuracy or completeness of the statements contained in the Official Statement, they have no reason to believe that the Official Statement (other than financial statements and other statistical and financial data and information relating to The Depository Trust Company, New York, New York, and its book -entry system contained therein and incorporated therein by reference, and information regarding the municipal bond insurance policy and the issuer thereof, as to which no view need be expressed) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (f) Agency Certificate. A certificate of the Agency, dated the date of the Closing, signed on behalf of the Agency by the Executive Director or other duly authorized officer of the Agency to the effect that: (i) The representations, warranties and covenants of the Agency contained herein are true and correct in all material respects on and as of the date of the Closing as if made on the date of the Closing and the Agency has complied with all of the terms and conditions of this Purchase Contract required to be complied with by the Agency at or prior to the date of the Closing. (ii) No event affecting the Agency has occurred since the date of the Official Statement which has not been disclosed therein or in any supplement or amendment thereto which event should be disclosed in the Official Statement in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (iii) Except as otherwise disclosed in the Official Statement and to the best knowledge of such signing officer after due inquiry, there is no litigation, proceeding, action, suit, or investigation at law or in equity before or by any court, governmental agency or body, pending or threatened against the Agency, challenging the creation, organization or existence of the Agency, or the validity of the Agency Documents or seeking to restrain or enjoin the repayment of the Bonds or in any way contesting or affecting the validity of the Agency Documents or contesting the authority of the Agency to enter into or perform its obligations under any of the Agency Documents, or under which a determination adverse to the Agency would have a material adverse effect upon the financial condition or the revenues of the Agency, or which, in any manner, questions the right of the Agency to use the Tax Revenues for repayment of the Bonds or affects in any manner the right or ability of the Agency to collect or pledge the Tax Revenues. (g) Authority Certificate. A certificate of the Authority, dated the date of the Closing, signed on behalf of the Authority by the Executive Director or other duly authorized officer of the Authority to the effect that: (i) The Authority is a joint powers authority, duly organized and existing under the laws of the State, including the JPA Act. (ii) The resolution of the Authority approving and authorizing the execution and delivery of this Purchase Contract (the "Authority Resolution ") was M duly adopted at a meeting of the Authority which was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout and the Authority Resolution is in full force and effect and has not been modified, amended or rescinded (iii) The representations, warranties and covenants of the Authority contained herein are true and correct in all material respects on and as of the date of the Closing as if made on the date of the Closing and the Authority has complied with all of the terms and conditions of this Purchase Contract required to be complied with by the Authority at or prior to the date of the Closing. (iv) To the best of such signing officer after due inquiry, there is no litigation, proceeding, action, suit, or investigation at law or in equity before or by any court, governmental agency or body, pending or threatened against the Authority, challenging the creation, organization or existence of the Authority, or the validity of this Purchase Contract or contesting the authority of the Authority to enter into or perform its obligations under this Purchase Contract. (h) Trustee's Certificate. A certificate of the Trustee, dated the date of Closing, in form and substance acceptable to counsel for the Underwriter, to the following effect: (i) The Trustee is duly organized and existing as a national banking association in good standing under the laws of the United States, having the full power and authority to enter into and perform its duties under the Indenture. (ii) The Trustee is duly authorized to enter into the Indenture. (iii) To its best knowledge after due inquiry, there is no action, suit, proceeding or investigation, at law or in equity, before or by any court or governmental agency, public board or body pending against the Trustee or threatened against the Trustee which in the reasonable judgment of the Trustee would affect the existence of the Trustee or in any way contesting or affecting the validity or enforceability of the Indenture or contesting the powers of the Trustee or its authority to enter into and perform its obligation under the Indenture. (i) Documents. An original executed copy of each of the Agency Documents and a certified copy of each of the Resolutions. (j) Rating. Evidence that the Bonds have been rated " " by (k) Additional Documents. Such additional certificates, instruments and other documents as Bond Counsel, the Agency or the Underwriter may reasonably deem necessary. If the Agency or the Authority shall be unable to satisfy the conditions contained in this Purchase Contract, or if the obligations of the Underwriter shall be terminated for any reason permitted by this Purchase Contract, this Purchase Contract shall terminate and neither the Underwriter nor the Agency or the Authority shall be under further obligation hereunder, except as further set forth in Section 10 hereof. in 39 Section 10. Termination Events. The Underwriter shall have the right to terminate this Purchase Contract, without liability therefor, by notification to the Agency and the Authority if at any time between the date hereof and prior to the Closing: (a) any event shall occur which causes any statement contained in the Official Statement to be materially misleading or results in a failure of the Official Statement to state a material fact necessary to make the statements in the Official Statement, in the light of the circumstances under which they were made, not misleading; or (b) the marketability of the Bonds or the market price thereof, in the opinion of the Underwriter, has been materially adversely affected by an amendment to the Constitution of the United States or by any legislation in or by the Congress of the United States or by the State, or the amendment of legislation pending as of the date of this Purchase Contract in the Congress of the United States, or the recommendation to Congress or endorsement for passage (by press release, other form of notice or otherwise) of legislation by the President of the United States, the Treasury Department of the United States, the Internal Revenue Service or the Chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, or the proposal for consideration of legislation by either such Committee or by any member thereof, or the presentment of legislation for consideration as an option by either such Committee, or by the staff of the Joint Committee on Taxation of the Congress of the United States, or the favorable reporting for passage of legislation to either House of the Congress of the United States by a Committee of such House to which such legislation has been referred for consideration, or any decision of any Federal or State court or any ruling or regulation (final, temporary or proposed) or official statement on behalf of the United States Treasury Department, the Internal Revenue Service or other federal or State authority materially adversely affecting the federal or State tax status of the Agency, or the interest on bonds or notes or obligations of the general character of the Bonds; or (c) any legislation, ordinance, rule or regulation shall be introduced in, or be enacted by any governmental body, department or agency of the State, or a decision by any court of competent jurisdiction within the State or any court of the United States shall be rendered which, in the reasonable opinion of the Underwriter, materially adversely affects the market price of the Bonds; or (d) legislation shall be enacted by the Congress of the United States, or a decision by a court of the United States shall be rendered, or a stop order, ruling, regulation or official statement by, or on behalf of, the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds, including all underlying obligations, as contemplated hereby or by the Official Statement, is in violation or would be in violation of, or that obligations of the general character of the Bonds, or the Bonds, are not exempt from registration under, any provision of the federal securities laws, including the Securities Act of 1933, as amended and as then in effect, or that the Indenture needs to be qualified under the Trust Indenture Act of 1939, as amended and as then in effect; or (e) additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by -10- all any national securities exchange which restrictions materially adversely affect the Underwriter's ability to trade the Bonds; or (f) a general banking moratorium shall have been established by federal or State authorities; or (g) the United States has become engaged in hostilities which have resulted in a declaration of war or a national emergency or there has occurred any other outbreak of hostilities or a national or international calamity or crisis, or there has occurred any escalation of existing hostilities, calamity or crisis, financial or otherwise, the effect of which on the financial markets of the United States being such as, in the reasonable opinion of the Underwriter, would affect materially and adversely the ability of the Underwriter to market the Bonds; or (h) any rating of the Bonds shall have been downgraded, suspended or withdrawn by a national rating service, which, in the Underwriter's reasonable opinion, materially adversely affects the marketability or market price of the Bonds; or (i) the commencement of any action, suit or proceeding described in Section 6(f) hereof which, in the judgment of the Underwriter, materially adversely affects the market price of the Bonds; or (j) there shall be in force a general suspension of trading on the New York Stock Exchange. Section 11. Expenses. The Underwriter shall be under no obligation to pay and the Agency shall pay or cause to be paid the expenses incident to the performance of the obligations of the Agency and the Authority hereunder including but not limited to (a) the costs of the preparation and printing, or other reproduction (for distribution on or prior to the date hereof) of the Agency Documents and the cost of preparing, printing, issuing and delivering the definitive Bonds, (b) the fees and disbursements of any counsel, financial advisors, accountants or other experts or consultants retained by the Agency; (c) the fees and disbursements of Bond Counsel and Disclosure Counsel; (d) the cost of printing the Preliminary Official Statement and any supplements and amendments thereto and the cost of printing the Official Statement, including the requisite number of copies thereof for distribution by the Underwriter; and (e) charges of rating agencies for the rating of the Bonds. The Underwriter shall pay and the Agency shall be under no obligation to pay all expenses incurred by it in connection with the public offering and distribution of the Bonds, the fees of the California Debt and Investment Advisory Commission and the CUSIP Service Bureau charge for the assignment of CUSIP numbers to the Bonds. Section 12. Notice. Any notice or other communication to be given to the Agency and the Authority under this Purchase Contract may be given by delivering the same in writing to such entity at the address set forth above. Any notice or other communication to be given to the Underwriter under this Purchase Contract may be given by delivering the same in writing to: Piper Jaffray & Co. Inc. 345 California Street, Suite 2200 San Francisco, CA 94104 Attn: Mark Curran -11- 41 Section 13. Entire Agreement. This Purchase Contract, when accepted by the Agency and the Authority, shall constitute the entire agreement between the Agency, the Authority and the Underwriter and is made solely for the benefit of the Agency, the Authority and the Underwriter (including the successors or assigns of any Underwriter). No other person shall acquire or have any right hereunder by virtue hereof, except as provided herein. All the Agency's and the Authority's representations, warranties and covenants in this Purchase Contract shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of the Underwriter. Section 14. Counterparts. This Purchase Contract may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. -12- CM Section 15. Severability. In case any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof. Section 16. State of California Law Governs. The validity, interpretation and performance of this Purchase Contract shall be governed by the laws of the State. Section 17. No Assignment. The rights and obligations created by this Purchase Contract shall not be subject to assignment by the Underwriter, the Authority or the Agency without the prior written consent of the other parties hereto. Accepted as of the date first stated above: MOORPARK PUBLIC FINANCING AUTHORITY By: Treasurer REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK By: Treasurer -13- PIPER JAFFRAY & CO. INC. By: Authorized Officer 43 APPENDIX A Maturity Date Principal Interest (October 1) Amount Rate Price A -1 ., APPENDIX B RULE 15c2 -12 CERTIFICATE The undersigned hereby certifies and represent to Piper Jaffray & Co. Inc. (the "Underwriter ") that he is a duly appointed and acting officer of the Redevelopment Agency of the City of Moorpark (the "Agency "), and as such is to execute and deliver this Certificate and further hereby certify and reconfirm on behalf of the Agency to the Underwriter as follows: (1) This Certificate is delivered to enable the Underwriter to comply with Securities and Exchange Commission Rule 15c2 -12 under the Securities Exchange Act of 1934 (the "Rule ") in connection with the offering and sale of the Agency's Moorpark Redevelopment Project 2010 Tax Allocation Bonds (the "Bonds "). (2) In connection with the offering and sale of the Bonds, there has been prepared a Preliminary Official Statement, setting forth information concerning the Bonds and the issuer of the Bonds (the "Preliminary Official Statement "). (3) As used herein, "Permitted Omissions" shall mean the offering price(s), interest rate(s), selling compensation, aggregate principal amount, principal amount per maturity, delivery dates, ratings and other terms of the Bonds depending on such matters and the identity of the underwriter(s), all with respect to the Bonds. (4) The Preliminary Official Statement is, except for the Permitted Omissions, deemed final within the meaning of the Rule and has been, and the information therein is accurate and complete except for the Permitted Omissions. (5) If, at any time prior to the execution of the final contract of purchase, any event occurs as a result of which the Preliminary Official Statement might include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Agency shall promptly notify the underwriter thereof. IN WITNESS WHEREOF, we have hereunto set our hands as of the day of .2010. REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK By B -1 Executive Director 45 Jones Hall Draft 10/10/10 PRELIMINARY OFFICIAL STATEMENT DATED .2010 NEW ISSUE RATING: FULL BOOK ENTRY S &P Insured Rating: " (See "MISCELLANEOUS — Rating" herein) In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, subject, however, to certain qualifications described herein, under existing law, the interest on the Refunding Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; provided, however, that for the purposes of computing the alternative minimum tax imposed on certain corporations such interest is required to be taken into account in determining certain income and earnings. In the further opinion of Bond Counsel, interest on the Refunding Bonds is exempt from California personal income taxation. See "TAX MATTERS" herein. Redevelopment Agency of the City of Moorpark Moorpark Redevelopment Project 2010 Tax Allocation Refunding Bonds Dated: Date of Delivery Due: October 1, as shown below Authority. The captioned bonds (the "Refunding Bonds ") are being issued by the Redevelopment Agency of the City of Moorpark (the "Agency") pursuant to the California Community Redevelopment Law, constituting Part 1, Division 24 (commencing with Section 33000) of the California Health and Safety Code (the "Redevelopment Law ") and an Indenture of Trust dated as of May 1, 1999, as thrice amended and supplemented as described herein (the "Indenture"). The Refunding Bonds are being issued to refinance bonds of the Agency issued to finance redevelopment activities related to the Agency's Moorpark Redevelopment Project (the "Project Area "). Security. The Refunding Bonds are special obligations of the Agency and are payable solely from and secured by a pledge of "fax Revenues" as described herein, derived primarily from that portion of tax increment revenues attributable to property in the Project Area and allocated to the Agency pursuant Article 6 of Chapter 6 of the Redevelopment Law. The Agency has previously issued two other series of bonds which will remain outstanding which are payable from Tax Revenues on a parity with the Refunding Bonds. No funds or properties of the Agency, other than the Tax Revenues, are pledged to secure the Refunding Bonds. The Agency may issue additional obligations payable on a parity with the Refunding Bonds pursuant to the terms of the Indenture. Issuance. The Refunding Bonds are being issued in fully registered form, and when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company ( "DTC "), New York, New York. DTC will act as securities depository for the Refunding Bonds. Individual purchases of the Refunding Bonds may be made in book -entry form only, in denominations of $5,000 or any integral multiple thereof. Purchasers of interests in the Refunding Bonds will not receive certificates representing their interest in the Refunding Bonds purchased. Payments. Interest on the Refunding Bonds will be payable semiannually on April 1 and October 1 of each year, commencing April 1, 2011. Payments of principal, premium, if any, and interest on the Refunding Bonds will be payable by the Trustee, to DTC, which is obligated in turn to remit such principal, premium, if any, and interest to the DTC Participants for subsequent disbursement to the Beneficial Owners of the Refunding Bonds, as more fully described herein. Redemption. The Refunding Bonds are subject to redemption prior to maturity as described herein. See "THE REFUNDING BONDS — Redemption of the Refunding Bonds" herein. THE BONDS ARE NOT A DEBT, LIABILITY OR OBLIGATION OF THE CITY OF MOORPARK, THE STATE OF CALIFORNIA, OR ANY OF ITS POLITICAL SUBDIVISIONS OTHER THAN THE AGENCY, AND NEITHER THE CITY, THE STATE NOR ANY OF ITS POLITICAL SUBDIVISIONS, OTHER THAN THE AGENCY, IS LIABLE THEREFOR. THE PRINCIPAL OF, PREMIUM, IF ANY, AND INTEREST ON THE BONDS ARE PAYABLE SOLELY FROM TAX REVENUES, AS APPLICABLE, ALLOCATED TO THE AGENCY FROM THE PROJECT AREA AND AMOUNTS IN CERTAIN FUNDS AND ACCOUNTS HELD UNDER THE INDENTURE. NEITHER THE AGENCY, THE CITY NOR ANY PERSONS EXECUTING THE BONDS ARE LIABLE PERSONALLY ON THE REFUNDING BONDS BY REASON OF THEIR ISSUANCE. This cover page contains certain information for general reference only. It is not intended to be a summary of the security or terms of this issue. Investors are advised to read the entire Official Statement to obtain information essential to the making of an informed investment decision. Capitalized terms used and not defined on this cover page shall have the meanings set forth herein. For a discussion of some of the risks associated with a purchase of the Refunding Bonds, see "RISK FACTORS" herein. Maturity Schedule (See inside cover) The Refunding Bonds will be offered when, as and if issued and accepted by the Underwriter, subject to approval as to legality by Jones Hall, A Professional law Corporation, San Francisco, California, Bond Counsel, and subject to certain other conditions. Jones Hall, A Professional Lau, Corporation is also serving as Disclosure Counsel. It is anticipated that the Refunding Bonds, in book entry form, will be available for delivery in Neu, York, New York, on or about . 2010. Dated: —2010 Preliminary, subject to change. [PIPER JAFFRAY & CO. LOGO] ATTACHMENT 6 Maturity Schedule Base CUSIP': 616248 $ Serial Bonds Maturity Date Principal Interest (October 1) Amount Rate Yield Price CUSIP' Term Bonds due October 1, 20_ Price: % _% Term Bonds due October 1, 20_ Price: t CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein are provided by CUSIP Global Services, managed by Standard & Poor's Financial Services LLC on behalf of The American Bankers Association. These data are not intended to create a database and do not serve in any way as a substitute for the CUSIP services. Neither the Agency nor the Underwriter is responsible for the selection or correctness of the CUSIP numbers set forth above. 47 GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT Use of Official Statement. This Official Statement is submitted in connection with the offer and sale of the Refunding Bonds referred to herein and may not be reproduced or used, in whole or in part, for any other purpose. This Official Statement is not to be construed as a contract with the purchasers of the Refunding Bonds. Estimates and Forecasts. When used in this Official Statement and in any continuing disclosure by the Agency in any press release and in any oral statement made with the approval of an authorized officer of the Agency or any other entity described or referenced herein, the words or phrases "will likely result," "are expected to ", "will continue ", "is anticipated ", "estimate ", "project," "forecast ", "expect ", "intend" and similar expressions identify "forward looking statements." Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward - looking statements. Any forecast is subject to such uncertainties. Inevitably, some assumptions used to develop the forecasts will not be realized and unanticipated events and circumstances may occur. Therefore, there are likely to be differences between forecasts and actual results, and those differences may be material. Limit of Offering. No dealer, broker, salesperson or other person has been authorized by the Agency to give any information or to make any representations in connection with the offer or sale of the Refunding Bonds other than those contained herein and if given or made, such other information or representation must not be relied upon as having been authorized by the Agency or the Underwriter. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Refunding Bonds by a person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale. Involvement of Underwriter. The Underwriter has submitted the following statement for inclusion in this Official Statement: The Underwriter has reviewed the information in this Official Statement in accordance with, and as a part of, its responsibilities to investors under the Federal Securities Laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. Subject to Change; Qualified by Complete Agreements. The information and expressions of opinions herein are subject to change without notice and neither delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Agency or any other entity described or referenced herein since the date hereof. All summaries of the documents referred to in this Official Statement are made subject to the provisions of such documents, respectively, and do not purport to be complete statements of any or all of such provisions. Stabilization of Prices. In connection with this offering, the Underwriter may overallot or effect transactions which stabilize or maintain the market price of the Bonds at a level above that which might otherwise prevail in the open market. Such stabilizing, if commenced, may be discontinued at any time. The Underwriter may offer and sell the Bonds to certain dealers and others at prices lower than the public offering prices set forth on the inside cover page hereof and said public offering prices may be changed from time to time by the Underwriter. THE REFUNDING BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON AN EXCEPTION FROM THE REGISTRATION REQUIREMENTS CONTAINED IN SUCH ACT. THE REFUNDING BONDS HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. Piper Jaffray & Co. Since 1895. Member SIPC & NYSE. .• CITY OF MOORPARK and REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK Janice S. Parvin, Mayor and Chair Roseann Mikos, Ph.D, Mayor Pro -Tem and Vice Chair Keith F. Millhouse, Ph.D.., Member David Pollock, Member Mark Van Dam, Member CITY /AGENCY STAFF Steven Kueny, Executive Director and City Manager Hugh Riley, Assistant City Manager Barry K. Hogan, Community Development Director Deborah S. Traffenstedt, Agency Secretary /City Clerk Ron Ahlers, Finance Director /City Treasurer Joseph M. Montes, City Attorney BOND RELATED SERVICES Bond Counsel Jones Hall, A Professional Law Corporation San Francisco, California Financial Advisor Urban Futures Incorporated Orange, California Trustee The Bank of New York Mellon Trust Company, N.A. Los Angeles, California Disclosure Counsel Jones Hall, A Professional Law Corporation San Francisco, California an TABLE OF CONTENTS INTRODUCTION................................................................................................................................ ..............................1 THEREFUNDING PLAN .................................................................................................................. ..............................4 Estimated Sources and Uses of Funds ........................................................................................ ............................... 4 DebtService Schedule .................................................................................................................... ............................... 6 THEBONDS ........................................................................................................................................ ............................... 7 Description........................................................................................................................................... ............................... 7 OptionalRedemption ..................................................................................................................... ............................... 7 Mandatory Redemption From Sinking Fund Payments ........................................................ ............................... 7 General Redemption Provisions .................................................................................................. ............................... 8 Book -Entry Only System ............................................................................................................... ............................... 9 SECURITYFOR THE BONDS ......................................................................................................... .............................10 TaxIncrement Revenue ................................................................................................................. .............................10 Pledgeof Tax Revenues ................................................................................................................. .............................10 LimitedObligations ........................................................................................................................ .............................11 Applicationof Tax Revenues ....................................................................................................... .............................12 ReserveAccount .............................................................................................................................. .............................14 Issuanceof Parity Debt .................................................................................................................. .............................14 Low and Moderate Income Housing .......................................................................................... .............................16 Exclusion of Tax Revenues for General Obligation Bonds Debt Service ............................ .............................16 THE AGENCY AND THE PROJECT AREA ................................................................................ .............................17 AgencyMembers ............................................................................................................................ .............................17 AgencyAdministration ................................................................................................................. .............................17 AgencyPowers ................................................................................................................................ .............................17 Outstanding Indebtedness of the Agency ................................................................................. .............................18 TheRedevelopment Plan .............................................................................................................. .............................19 TheProject Area .............................................................................................................................. .............................19 Development in the Project Area ................................................................................................. .............................21 LandUse ......................................................................................................................................... ............................... 22 AssessedValuation ......................................................................................................................... .............................22 Allocationof Taxes ....................................................................................................................... ............................... 24 Pass - Through Agreements ............................................................................................................ .............................24 AB1290, AB 1342 and SB 21 ....................................................................................................... ............................... 25 Appealsof Assessed Values ....................................................................................................... ............................... 26 Projected Tax Revenues and Estimated Coverage ................................................................. ............................... 29 Low and Moderate Income Housing ........................................................................................ ............................... 26 RISKFACTORS ................................................................................................................................... .............................31 Assumptionsand Projections ....................................................................................................... .............................31 Reductionin Taxable Value ........................................................................................................ ............................... 31 Reductionin Inflationary Rate ................................................................................................... ............................... 31 Levyand Collection ...................................................................................................................... ............................... 32 AdditionalBonds ............................................................................................................................ .............................32 BankruptcyRisks .......................................................................................................................... ............................... 32 StateBudget; ERAF Shift ............................................................................................................. ............................... 33 AssessmentAppeals ...................................................................................................................:. ............................... 35 ..................................................... ............................... Natural Disasters ........................ ................. .............................35 HazardousSubstances ................................................................................................................... .............................36 SecondaryMarket ........................................................................................................................... .............................36 Lossof Tax Exemption ................................................................................................................. ............................... 36 LIMITATIONS ON TAX REVENUES ............................................................................................ .............................38 Property Tax Limitations - Article XIIIA ................................................................................. ............................... 38 Challengesto Article XIIIA ........................................................................................................... .............................38 ImplementingLegislation ........................................................................................................... ............................... 38 Property Tax Collection Procedures ......................................................................................... ............................... 39 UnitaryProperty ........................................................................................................................... ............................... 40 Appropriations Limitations - Article XIIIB ............................................................................. ............................... 41 50 Proposition21 ................................................................................................................................ ............................... 41 FutureInitiatives ............................................................................................................................. .............................41 LITIGATION...................................................................................................................................... ............................... 41 RATING.............................................................................................................................................. ............................... 42 TAXMATTERS ................................................................................................................................. ............................... 42 CERTAINLEGAL MATTERS .......................................................................................................... .............................43 CONTINUINGDISCLOSURE ......................................................................................................... .............................43 UNDERWRITING............................................................................................................................ ............................... 44 FINANCIALADVISOR .................................................................................................................... .............................45 MISCELLANEOUS............................................................................................................................ .............................45 APPENDIX A - City of Moorpark General Information APPENDIX B - Audited Financial Statements of the Agency for Fiscal Year Ended June 30, 2009 APPENDIX C - Summary of Certain Provisions of the Indenture of Trust APPENDIX D - Form of Bond Counsel Opinion APPENDIX E - Form of Continuing Disclosure Agreement APPENDIX F - The Book Entry -Only System APPENDIX G - Specimen Municipal Bond Insurance Policy 51 OFFICIAL STATEMENT $ x REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK Moorpark Redevelopment Project 2010 Tax Allocation Refunding Bonds This Official Statement, including the cover page and appendices hereto, is provided to furnish information in connection with the sale by the Redevelopment Agency of the City of Moorpark (the "Agency') of its Moorpark Redevelopment Project, 2010 Tax Allocation Refunding Bonds (the "Refunding Bonds ") in the aggregate principal amount of $ x. This Introduction contains a brief summary of certain information contained in this Official Statement. It is not intended to be complete and is qualified by the more detailed information contained elsewhere in this Official Statement. Definitions of certain terms used in this Official Statement are set forth in "APPENDIX C - Summary of Certain Provisions of the Indenture of Trust." INTRODUCTION Authority for Issuance. The Agency is a redevelopment agency existing under the Community Redevelopment Law of the State of California (the "State "), constituting Part 1 of Division 24 (commencing with Section 33000) of the California Health and Safety Code, as amended (the "Redevelopment Law"). The Agency was activated in 1987 by Ordinance of the City Council of the City of Moorpark (the "City "). The five members of the City Council serve as the governing body of the Agency and exercise all rights, powers, duties and privileges of the Agency. See "THE AGENCY AND THE PROJECT AREA" herein. The Bonds will initially be purchased by the Moorpark Public Financing Authority (the "Authority") pursuant to the Marks -Roos Local Bond Pooling Act of 1985, constituting Article 4 of Chapter 5 of Division 7 of Title 1 (commencing with Section 6584) of the California Government Code (the "JPA Law"). The Bonds purchased by the Authority will be resold concurrently to Piper Jaffray & Co., Inc., as underwriter (the "Underwriter"). Purpose of Issuance. The net proceeds of the Refunding Bonds will be applied by the Agency to (i) refund certain outstanding bonds of the Agency, (ii) fund a reserve fund for the Refunding Bonds and (iii) pay costs of issuance. See "REFUNDING PLAN" and "ESTIMATED SOURCES AND USES OF FUNDS" herein. ' Preliminary, subject to change. -1- 52 The Project Area. The City Council of the City adopted a redevelopment plan (the "Redevelopment Plan ") for the Project Area pursuant to Ordinance No. 110, adopted on July 5, 1989. The Redevelopment Plan was amended pursuant to Ordinance No. 111, adopted by the City Council of the City on July 5, 1989 and pursuant to Ordinance No. 202, adopted by the City Council of the City on December 14, 1994. The Project Area consists of approximately 1,217 acres and is comprised of primarily residential uses, with some commercial and industrial uses. The current (fiscal year 2010 -11) total assessed value of the Project Area is $924,852,644, of which tax increment revenue is generated from the incremental assessed value of $660,053,657 in excess of the base year value of $264,798,987. See "THE PROJECT AREA" herein. Assessed valuations in the Project Area are subject to numerous risks which could result in decreases from those reported for fiscal year 2010 -11. See "RISK FACTORS" herein. The Refunding Bonds. The Refunding Bonds are being issued pursuant to the laws of the State, including the provisions of the Redevelopment Law, a resolution of the Agency, adopted by the Agency on , 2010 (the "Resolution "), and an Indenture of Trust, dated as of May 1, 1999 (the "1999 Indenture "), as supplemented by a First Supplemental Indenture of Trust, dated as of December 1, 2001 (the "First Supplement "), supplemented by a Second Supplemental Indenture dated as of June 1, 2006 (the "Second Supplement "), and as supplemented by a Third Supplemental Indenture dated as of , 2010, by and between the Agency and The Bank of New York Mellon Trust Company, N.A. (the "Trustee "). The 1999 Indenture, as so supplemented, is referred to herein as the "Indenture ". See "THE REFUNDING BONDS" herein and "Appendix C – Summary of Certain Provisions of the Indenture of Trust" attached hereto. The Refunding Bonds are being secured on parity under the Indenture with the Agency's outstanding: • $11,625,000 initial principal amount of Moorpark Redevelopment Project 2001 Tax Allocation Bonds (the "2001 Bonds "); • $11,695,000 initial principal amount of Moorpark Redevelopment Project 2006 Tax Allocation Refunding Bonds (the "2006 Bonds "), and with any future parity debt, as permitted by and in accordance with the Indenture ( "Parity Debt "). See "SECURITY FOR THE BONDS" herein. The 2001 Bonds, the 2006 Bonds, the Refunding Bonds and any additional Parity Debt issued by the Agency in accordance with the Indenture are referred to herein collectively as the "Bonds." The Refunding Bonds will be issued in denominations of $5,000 each or integral multiples thereof. Interest on the Refunding Bonds is payable on each April 1 and October 1, commencing on April 1, 2011. Interest and principal on the Refunding Bonds are payable by the Trustee to DTC which will be responsible for remitting such principal and interest to the Participants which will in turn be responsible for remitting such principal and interest to the Beneficial Owners of the Refunding Bonds. No physical distribution of the Refunding Bonds will be made to the public initially. See "THE REFUNDING BONDS — Book - Entry-Only System" herein. Source of Payment for the Bonds. The Bonds are special obligations of the Agency and are payable from and secured by a pledge of Tax Revenues (as defined herein) and amounts in certain funds and accounts held under the Indenture. -2- 53 In California, the financing and refinancing of redevelopment projects may be provided by the issuance of tax allocation bonds. Such bonds are payable from property taxes collected within a redevelopment project area attributable to the increase in assessed valuation of property therein, as explained in greater detail herein. The Refunding Bonds are payable from and secured by certain tax increment revenues of the Agency constituting Tax Revenues generated from property in the Project Area. Tax Revenues is defined in the Indenture and generally includes certain ad valorem property taxes attributable to increases in the assessed valuation of certain property (except public property and property exempt from taxation) in the Project Area over that shown on the assessment rolls for the adjusted base year assessment roll, including that portion of such taxes otherwise required by Section 33334.3 of the Law to be deposited in the Low and Moderate Income Housing Fund ( "Housing Set - Aside "), but only to the extent necessary to repay that portion of the Bonds and that portion of any Parity Debt issued to finance or refinance amounts deposited in the Low and Moderate Income Housing Fund, all as described herein under the caption "SECURITY FOR THE BONDS." Such taxes are eligible for allocation to the Agency pursuant to the Redevelopment Law in connection with the Project Area. The Tax Revenues are not subject to the pledge and lien of any indebtedness of the Agency other than the Bonds issued in accordance with the Indenture, and certain other obligations which have been made or are by their terms subordinate to the payment of the Bonds. See "THE AGENCY AND THE PROJECT AREA - Pass - Through Agreements" - "Outstanding Indebtedness of the Agency" herein. The Refunding Bonds are not payable from, and are not secured by, any funds of the Agency other than the Tax Revenues and amounts in certain funds and accounts pledged therefore under the Indenture. See "SECURITY FOR THE REFUNDING BONDS" herein. Additional Parity Debt. The Indenture provides that in addition to the 2001 Bonds, the 2006 Bonds and the Refunding Bonds the Agency may, by the execution of a Supplemental Indenture, provide for the issuance of Parity Debt secured by a lien on Tax Revenues on a parity with the 2001 Bonds, the 2006 Bonds and the Refunding Bonds to finance or refinance the Redevelopment Project in such principal amount as shall be determined by the Agency. The Agency may deliver Parity Debt subject to certain specific conditions set forth in the Indenture. See "SECURITY FOR THE REFUNDING BONDS — Issuance of Parity Debt." The Agency has satisfied the requirements of the 1999 Indenture for the issuance of the Refunding Bonds as Parity Debt. Bond Owners' Risks. Prospective investors should review this Official Statement and the Appendices hereto in their entirety and should consider certain risk factors associated with the purchase of the Bonds, some of which have been summarized in the section herein entitled "RISK FACTORS." Miscellaneous. There follows in this Official Statement, which includes the cover page and Appendices hereto, a brief description of the Refunding Bonds, the Agency, the Tax Revenues, the Project Area, Security for the Refunding Bonds, risk factors, limitations on the Tax Revenues, and certain other information relevant to the issuance of the Refunding Bonds. All references herein to the Indenture are qualified in their entirety by reference to the definitive form thereof, all references to the Refunding Bonds or any series of the Bonds are further qualified by references to the information with respect thereto contained in the Indenture. A summary of certain provisions of the Indenture is included in APPENDIX C. A recent financial statement of the Agency is included in APPENDIX B. The information set forth herein and in the Appendices hereto has been furnished by the Agency and includes information which has been obtained from other sources which are believed to be reliable but is not guaranteed as to accuracy or completeness and is not to be construed as a representation by the Underwriter. All -3- 54 capitalized terms used herein and not normally capitalized have the meanings assigned thereto in the Indenture, unless otherwise stated herein. The information and expressions of opinion herein speak only as of the date of this Official Statement and are subject to change without notice. Neither delivery of this Official Statement nor any sale made hereunder nor any future use of this Official Statement shall, under any circumstances, create any implication that there has been no change in the affairs of the Agency since the date hereof. All financial and other information presented in this Official Statement has been provided by the Agency or the City from their records, except for information expressly attributed to other sources. The presentation of information, including table of receipts from tax increment revenues, is intended to show recent historic information and is not intended to indicate future or continuing trends in the financial or other affairs of the Agency or the City. No representation is made that past experience, as it might be shown by such financial and other information, will necessarily continue or be repeated in the future. THE REFUNDING PLAN Refinancing of the 1999 Bonds. The Agency issued the 1999 Bonds for the purpose of financing redevelopment activities with respect to the Project Area, pursuant to the Indenture, by and between the Agency and BNY Western Trust Company, as predecessor to the Trustee. The 1999 Bonds Indenture contains provisions relating to the defeasance of the 1999 Bonds upon the deposit with the Trustee or an escrow bank (the "Escrow Bank ") of cash and Federal Securities sufficient to pay when due the principal and interest due and to become due on the 1999 Bonds or to pay the redemption price for early redemption thereof. The 1999 Bonds are currently outstanding in the aggregate principal amount of $4,995,000. Concurrently with the issuance of the 2010 Bonds, the Agency will transfer from the proceeds of the 2010 Bonds to the Trustee, as trustee for the 1999 Bonds, in immediately available funds, for deposit into an refunding account (the "1999 Bonds Refunding Account ") the amount of $ . In addition, the Trustee, as 1999 Bonds Trustee, shall transfer for deposit in the 1999 Bonds Refunding Account the amount of $ from the Reserve Account established for the 1999 Bonds by the 1999 Bonds Indenture. The Trustee will be directed in the Third Supplemental Indenture to redeem all of the outstanding 1999 Bonds on , 2010. The amounts invested or held univested by the Trustee in the 1999 Bonds Refunding Account are pledged solely to the payment of the 1999 Bonds. Neither the funds deposited in the 1999 Bonds Refunding Account, nor the interest on any invested funds will be available for the payment of debt service with respect to the Refunding Bonds. Estimated Sources and Uses of Funds The anticipated sources and uses of funds relating to the Refunding Bonds are as follows: -4- 55 Sources: Principal Amount of the Refunding Bonds Plus: Available Funds from 1999 Bonds Less: Original Issue Discount Less: Underwriter's Discount Total Sources Uses: Deposit to Escrow Fund Costs of Issuance Fund Reserve Account Total Uses (1) Includes the Trustee fees, Bond Counsel, Underwriter's Discount, Financial Advisor and Disclosure Counsel fees, printing costs, rating agency fees, [municipal bond insurance premium] and other related costs. -5- Debt Service Schedule Scheduled debt service on the Refunding Bonds, without regard to any optional redemption, is shown in the following table. For debt service on the 2001 Bonds and 2006 Bonds, see Tables 8 and 9 under the caption "THE AGENCY AND THE PROJECT AREA." Table 1 REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK Moorpark Redevelopment Project 2010 Tax Allocation Refunding Bonds Debt Service Schedule Bond Year Ending (October 1) Principal Interest Total 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 0 57 THE BONDS Description General. The Refunding Bonds will be issued as fully registered bonds, and will bear interest at the rates, and mature on October 1 on the dates and in the amounts all as set forth on the inside cover page of this Official Statement. The Refunding Bonds will be dated their date of delivery. Interest on the Refunding Bonds will be payable semiannually on April 1 and October 1 of each year (each an "Interest Payment Date "), commencing April 1, 2011, and will be calculated on the basis of a 360 -day year composed of twelve 30 -day months. Each Refunding Bond will bear interest from the Interest Payment Date next preceding the date of authentication thereof unless: (i) it is authenticated as of an Interest Payment Date; (ii) it is authenticated after a Regular Record Date (being the fifteenth day of the month preceding any Interest Payment Date whether or not such day is a Business Day) and before the following Interest Payment Date, and if the Agency is not in default in the payment of interest due on such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date; or (iii) it is authenticated prior to on or before March 15, 2011, in which event it shall bear interest from date of delivery of the Refunding Bonds. Interest on the Refunding Bonds will be paid by the Trustee (out of the appropriate funds) by check mailed by first class mail, postage prepaid on the Interest Payment Date to the registered owner as his/her name and address appears on the register kept by the Trustee at the close of business on the Record Date immediately preceding the Interest Payment Date or, upon request in writing made on or before the Record Date preceding the Interest Payment Date by a Bondowner of $1,000,000 or more in principal amount of Refunding Bonds, payment will be made on the Interest Payment Date by wire transfer in immediately available funds to an account in the United States of America designated by such Bondowner to the Trustee. While the Refunding Bonds are held in the book -entry only system of DTC, all such payments will be made to Cede & Co., as the registered owner of the Refunding Bonds. Principal of, and redemption premium (if any), on the Refunding Bonds are payable in lawful money of the United States of America upon surrender of the Refunding Bonds at maturity or earlier redemption at the corporate trust office of the Trustee indicated in the Indenture. Optional Redemption The Refunding Bonds maturing on or before October 1, 20J are not subject to optional redemption prior to maturity. The Refunding Bonds maturing on or after October 1, 20_, are subject to redemption in whole, or in part among such maturities as shall be determined by the Agency, and in any case by lot within a maturity, at the option of the Agency, on any date on or after October 1, 20_, 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 Agency is required to give the Trustee written notice of its intention to redeem Refunding Bonds and of the annual maturities determined to be redeemed at least forty -five (45) days prior to the date fixed for such redemption. Mandatory Redemption From Sinking Fund Payments The Refunding Bonds maturing on October 1, 20_ and October 1, 20_ (collectively, the "Term Bonds ") are subject to mandatory sinking fund redemption in part by lot on October 1 in -7- each year as set forth in the tables below, from Sinking Account payments made by the Agency pursuant to the Indenture at a redemption price equal to the principal amount thereof to be redeemed together with accrued interest thereon to the redemption date, without premium, or in lieu thereof shall be purchased in whole or in part as described below, in the aggregate respective principal amounts and on the respective dates as set forth in the following tables; provided, however, that if some but not all of the Refunding Bonds have been optionally redeemed, the total amount of all future Sinking Account payments shall be reduced by the aggregate principal amount of Refunding Bonds so redeemed, to be allocated among the Sinking Account payments as are thereafter payable on a pro rata basis in integral multiples of $5,000 as determined by the Agency (notice of which determination shall be given by the Agency to the Trustee). Bonds Maturing October 1, 20_ Sinking Fund Redemption Date Principal Amount (October 1) To Be Redeemed Bonds Maturing October 1, 20_ Sinking Fund Redemption Date Principal Amount (October 1) To Be Redeemed In lieu of sinking fund redemption of Refunding Bonds, amounts in the Special Fund established under the Indenture may also be used and withdrawn by the Agency at any time for the purchase of Refunding Bonds otherwise required to be redeemed on the following October 1 at public or private sale as and when and at such prices, as the Agency may in its discretion determine. The par amount of any of the Refunding Bonds so purchased by the Agency in any twelve -month period ending on August 1 in any year shall be credited towards and shall reduce the par amount of the Refunding Bonds otherwise required to be redeemed on the following October 1. General Redemption Provisions Notice of Redemption. The Trustee on behalf and at the expense of the Agency shall mail (by first class mail, postage prepaid) notice of any redemption at least thirty (30) but not more than sixty (60) days prior to the redemption date, to (i) the Owners of any Refunding Bonds designated for redemption at their respective addresses appearing on the Registration Books, and (ii) the Securities Depositories and to one or more Information Services designated by the Agency to the Trustee; but neither failure to receive any such notice nor any defect therein shall 59 affect the validity of the proceedings for the redemption of such Refunding Bonds or the cessation of the accrual of interest thereon. Such notice shall state the redemption date and the redemption price, shall designate the CUSIP number of the Refunding Bonds to be redeemed, and shall require that such Refunding Bonds be then surrendered at the office of the Trustee for redemption at the redemption price, giving notice also that further interest on such Refunding Bonds will not accrue from and after the redemption date. Notwithstanding the foregoing, in the case of any optional redemption of the Refunding Bonds, the notice of redemption shall state that the redemption is conditioned upon receipt by the Trustee of sufficient moneys to redeem the Refunding 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 Refunding 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 Refunding Bonds to be optionally redeemed, the Trustee shall send written notice to the owners of the Refunding Bonds, to the Securities Depositories and to one or more of the Information Services to the effect that the redemption did not occur as anticipated, and the Refunding Bonds for which notice of optional redemption was given shall remain Outstanding for all purposes of the Indenture. Partial Redemption of Bonds. In the event only a portion of any Refunding Bond is called for redemption, then upon surrender of such Refunding Bond the Agency shall execute and the Trustee shall authenticate and deliver to the Owner thereof, at the expense of the Agency, a new Refunding Bond or Refunding Bonds of the same interest rate and maturity, of authorized denominations, in aggregate principal amount equal to the unredeemed portion of the Refunding Bond to be redeemed. Effect of Redemption. From and after the date fixed for redemption, if notice of redemption shall have been duly mailed and funds available for the payment of the redemption price of and interest on the Bands so called for redemption shall have been duly provided, such Refunding Bonds so called shall cease to be entitled to any benefit under the Indenture other than the right to receive payment of the redemption price and accrued interest to the redemption date, and no interest shall accrue thereon from and after the redemption date specified in such notice. Manner of Redemption. Whenever any Refunding Bonds or portions thereof are to be selected for redemption by lot, the Trustee shall make such selection, in such manner as the Trustee deems appropriate. All Refunding Bonds redeemed or purchased pursuant to the Indenture shall be canceled. Book -Entry Only System The Refunding Bonds will be issued in fully registered form only, registered in the name of Cede & Co. as nominee of The Depository Trust Company, New York, New York ( "DTC"), and will be available to actual purchasers of the Bonds (the 'Beneficial Owners ") in the denominations set forth on the cover page hereof, under the book -entry system maintained by DTC, only through brokers and dealers who are or act through DTC Participants as described herein. Beneficial Owners will not be entitled to receive physical delivery of the Refunding Bonds. See "APPENDIX F - The Book -Entry Only System." In event that the book - entry -only system described below is no longer used with respect to the Refunding Bonds, the Refunding Bonds will be registered in accordance with the Indenture, as described herein. See "THE REFUNDING BONDS -- Description of the Bonds." 0 .1 SECURITY FOR THE BONDS Tax Increment Revenue Tax Allocations. The Redevelopment Law provides a means for financing redevelopment projects based upon an allocation of taxes collected within a project area. The taxable valuation of a project area last equalized prior to adoption of the redevelopment plan, or base roll, is established in the base year. Thereafter, except for any period during which the taxable valuation drops below the base year level, the taxing bodies receive the taxes produced by the levy of the then - current tax rate upon the base roll. Taxes collected upon any increase in taxable valuation over the base roll (with the exception of taxes derived from increases in the tax rate imposed by taxing agencies to support new bonded indebtedness) are allocated to the redevelopment agency and may be pledged to the repayment of any indebtedness incurred in financing or refinancing redevelopment. Redevelopment agencies themselves have no authority to levy property taxes and must look exclusively to such allocation of taxes. Currently, such taxes are collected by Ventura County (the "County ") and paid to the affected entities. As provided in the Redevelopment Plan for the Project Area, and pursuant to Article 6 of Chapter 6 of the Law and Section 16 of Article XVI of the State Constitution, taxes levied upon taxable property in the Project Area each year by or for the benefit of the State, cities, counties, districts or other public corporations (collectively, the "Taxing Agencies "), for fiscal years beginning after the effective date of the Redevelopment Plan, will be divided as follows: (1) To taxing agencies: The portion equal to the amount of those taxes which would have been produced by the current tax rate, applied to the taxable valuation of such property in the redevelopment project area as last equalized prior to the establishment of the redevelopment project, or base roll, is paid into the funds of those respective taxing agencies as taxes by or for said taxing agencies; and (2) To the Agency: The portion of said levied taxes each year in excess of the amount referred to in (1) above is allocated to, and when collected, is paid into the Special Fund of the Agency; provided that portion of the taxes identified in (1) above which are attributable to a tax rate levied by a taxing agency to pay indebtedness approved by the voters of that taxing agency on or after January 1, 1989, shall be allocated to, and when collected shall be paid into, the fund of such taxing agency. Such excess is referred to as "Tax Increment Revenues." Housing Set -Aside Amounts. The Law requires generally that, unless a specified finding is made, redevelopment agencies set aside 20% of all Tax Increment Revenues (as described above) derived from redevelopment project areas into a low and moderate income housing fund (the "Low and Moderate Income Housing Fund "), to be used for the purpose of increasing, improving and or preserving the supply of low and moderate income housing. Sections 33334.2 and 33334.6 of the Law dictate the low and moderate income housing set -aside requirement for the Project Area. See "THE AGENCY AND THE PROJECT AREA - Low and Moderate Income Housing" herein. Pledge of Tax Revenues Pursuant to the Indenture, all right, title and interest of the Agency in Tax Revenues payable to or receivable by the Agency under the California Constitution, the Law and other applicable laws, are assigned and pledged to secure the payment of principal of and interest on the Bonds. The Indenture defines the term "Tax Revenues" as all taxes pledged and annually allocated within the Plan Limit, following the Closing Date, and paid to the Agency with respect to the Project Area pursuant to Article 6 of Chapter 6 (commencing with section 33670) -10- 61 of the Law and section 16 of Article XVI of the Constitution of the State, or pursuant to other applicable State laws, and as provided in the Redevelopment Plan, and all payments, subventions and reimbursements, if any, to the Agency specifically attributable to ad valorem taxes lost by reason of tax exemptions and tax rate limitations, and including that portion of such taxes otherwise required by section 33334.3 of the Law to be deposited in the Low and Moderate Income Housing Fund, but only to the extent necessary to repay that portion of the Bonds, if any, and that portion of any Parity Debt (including applicable reserves and financing costs) issued to finance amounts deposited in the Low and Moderate Income Housing Fund for use pursuant to section 33334.2 of the Law to increase or improve the supply of low and moderate income housing within or of benefit to the Project Area; but excluding all other amounts of such taxes (if any) (i) beginning in Fiscal Year 1998 -99 which are required to be deposited into the Low and Moderate Income Housing Fund of the Agency as a repayment of amounts transferred therefrom pursuant to sections 33681 and 33681.5 of the Law for deposit in the Educational Revenue Augmentation Fund created pursuant to section 97.03 of the California Revenue and Taxation Code, (ii) required to be deposited into the Low and Moderate Income Housing Fund of the Agency pursuant to section 33334.3 of the Law for increasing and improving the supply of low and moderate income housing, (iii) amounts payable by the State to the Agency under and pursuant to Chapter 1.5 of Part 1 of Division 4 of Title 2 (commencing with section 16110) of the California Government Code, and (iv) payable by the Agency under the Pass - Through Agreements except and to the extent that any amounts so payable are payable on a basis subordinate to the payment of the Bonds or to the payment of Parity Debt, as applicable. Except as otherwise provided in the Indenture, the Agency is not obligated to transfer to the Trustee for deposit in the Special Fund in any Bond Year an amount of Tax Revenues which, together with other available amounts in the Special Fund, exceeds the amounts required in such Bond Year pursuant to the Indenture. After the amount on deposit in the Special Fund equals the aggregate amount required to be deposited into the Interest Account, the Principal Account, the Sinking Account and the Reserve Account in such Bond Year pursuant to the Indenture, all additional Tax Revenues received during such Bond Year shall be released from the pledge and lien of the Indenture and may be used for any lawful purpose of the Agency. The Agency . has no power to levy and collect property taxes, and any property tax limitation, legislative measure, voter initiative or provision of additional sources of income to taxing agencies having the effect of reducing the property tax rate or collections, could reduce the amount of Tax Revenues that would otherwise be available to pay the principal of, and interest on, the Refunding Bonds. Likewise, broadened property tax exemptions could have a similar effect. See "RISK FACTORS" herein. Limited Obligations THE PRINCIPAL OF AND INTEREST AND PREMIUM, IF ANY, ON THE REFUNDING BONDS ARE PAYABLE SOLELY FROM TAX REVENUES AND FROM AMOUNTS IN CERTAIN FUNDS AND ACCOUNTS PLEDGED THEREFORE UNDER AND PURSUANT TO THE INDENTURE. THE REFUNDING BONDS ARE NOT A DEBT OF THE CITY, OR THE STATE OR ANY POLITICAL SUBDIVISION OF THE STATE (OTHER THAN THE AGENCY TO THE LIMITED EXTENT SET FORTH IN THE INDENTURE), AND NEITHER THE CITY NOR THE STATE OR ANY OF ITS POLITICAL SUBDIVISIONS (OTHER THAN THE AGENCY), IS LIABLE THEREFOR. THE REFUNDING BONDS DO NOT CONSTITUTE AN INDEBTEDNESS WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMIT OR RESTRICTION. NEITHER THE MEMBERS OF THE AGENCY NOR ANY PERSON RESPONSIBLE FOR THE EXECUTION OF THE REFUNDING -I1- 62 BONDS IS LIABLE PERSONALLY FOR THE REFUNDING BONDS BY REASON OF THE ISSUANCE THEREOF. Application of Tax Revenues Under the Indenture there is established a special fund known as the "Special Fund," which is held by the Agency. The Agency is required under the Indenture to transfer all of the Tax Revenues received in any Bond Year (October 2 to October 1 of each year) to the Special Fund promptly upon receipt thereof by the Agency; provided, that the Agency will not be obligated to deposit in the Special Fund in any Bond Year an amount of Tax Revenues which, together with other available amounts then in the Special Fund, exceeds the amounts required to be transferred to the Trustee for deposit in the Interest Account, Principal Account, Sinking Account and the Reserve Account in such Bond Year as described below. After the amount on deposit in the Special Fund equals the aggregate amount required to be deposited into the Interest Account, the Principal Account, the Sinking Account and the Reserve Account in such Bond Year as described below, all additional Tax Revenues received during such Bond Year will be released from the pledge and lien of the Indenture and may be used for any lawful purpose of the Agency. Prior to the payment in full of principal of and interest and redemption premium (if any) on the Bonds and the payment in full of all other amounts payable under the Indenture and under any Supplemental Indenture, the Agency will not have any beneficial right or interest in the moneys on deposit in the Special Fund, except only as in the Indenture provided, and such moneys will be used and applied as set forth in the Indenture. Under the Indenture there is established a trust fund known as the "Debt Service Fund ", which is held by the Trustee in trust. Moneys in the Special Fund are required to be transferred by the Agency to the Trustee in the following amounts, at the following times, for deposit by the Trustee in the following respective accounts within the Debt Service Fund, which are held by the Trustee, and in the following order of priority: Interest Account. On or before the fifth Business Day prior to each Interest Payment Date, the Agency will withdraw from the Special Fund and transfer to the Trustee for deposit in the Interest Account an amount which, when added to the amount contained in the Interest Account on that date (including an amount, if any, transferred from the Redevelopment Fund), will be equal to the aggregate amount of the interest becoming due and payable on the Outstanding Bonds on such Interest Payment Date. No such deposit need be made to the Interest Account if the amount contained therein is at least equal to the interest to become due on the next succeeding Interest Payment Date. All moneys in the Interest Account are required to be used and withdrawn by the Trustee solely for the purpose of paying the interest on the Bonds as it becomes due and payable (including accrued interest on any Bonds purchased or redeemed prior to maturity pursuant to the Indenture). Principal Account. On or before the fifth Business Day prior to each October 1, the Agency will withdraw from the Special Fund and transfer to the Trustee for deposit in the Principal Account an amount which, when added to the amount contained in the Principal Account on that date, will be equal to the aggregate amount of the principal becoming due and payable on the Outstanding Bonds on the next October 1. No such deposit need be made to the Principal Account if the amount contained therein is at least equal to the interest to become due on the next succeeding October 1. All moneys in the Principal Account are required to be used and withdrawn by the Trustee solely for the purpose of paying the principal on the Bonds as it becomes due and payable. -12- 63 Sinking Account. On or before the fifth Business Day prior to each October 1 on which any Outstanding Term Bonds are subject to mandatory sinking account redemption, the Agency will withdraw from the Special Fund and transfer to the Trustee for deposit in the Sinking Account an amount which, when added to the amount then contained in the Sinking Account, will be equal to the aggregate principal amount of Term Bonds required to be redeemed on the next succeeding October 1. All moneys on deposit in the Sinking Account are required to be used and withdrawn by the Trustee for the sole purpose of redeeming or purchasing (in lieu of redemption) Term Bonds. Reserve Account. In the event that the amount on deposit in the Reserve Account at any time becomes less than the Reserve Requirement, the Trustee (to the extent known to it) will promptly notify the Agency of such fact. Promptly upon receipt of any such notice, the Agency is obligated to transfer to the Trustee an amount sufficient to maintain the Reserve Requirement on deposit in the Reserve Account. All moneys in the Reserve Account are required to be used and withdrawn by the Trustee solely for the purpose of making transfers to the Interest Account, the Principal Account and the Sinking Account, in such order of priority, in the event of any deficiency at any time in any of such accounts or for the retirement of all the Bonds then Outstanding, except that so long as the Agency is not in default under the Indenture, any amount in the Reserve Account in excess of the Reserve Requirement will be withdrawn by the Trustee from the Reserve Account semiannually and deposited in the Interest Account. The Agency shall have the right at any time to release funds from the Reserve Account, in whole or in part, by tendering to the Trustee: (i) a Qualified Reserve Account Credit Instrument, (ii) an opinion of Bond Counsel retained by the Agency stating that neither the release of such funds nor the acceptance of such Qualified Reserve Account Credit Instrument will cause interest on the Bonds to become includable in gross income for purposes of federal income taxation. Upon tender of such items to the Trustee, and upon delivery by the Agency to the Trustee of written calculation of the amount permitted to be released from the Reserve Account (upon which calculation the Trustee may conclusively rely), the Trustee shall transfer such funds from the Reserve Account to the Agency free and clear of the lien of this Indenture. The Trustee shall comply with all documentation relating to a Qualified Reserve Account Credit Instrument as shall be required to maintain such Qualified Reserve Account Credit Instrument in full force and effect and as shall be required to receive payments thereunder in the event and to the extent required to make any payment when and as required under this subsection (d). At least fifteen (15) days prior to the expiration of any Qualified Reserve Account Credit Instrument, the Agency shall be obligated either (i) to replace such Qualified Reserve Account Credit Instrument with a new Qualified Reserve Account Credit Instrument, or (ii) to deposit or cause to be deposited with the Trustee an amount of funds such that the amount on deposit in the Reserve Account is equal to the Reserve Requirement (without taking into account such expiring Qualified Reserve Account Credit Instrument). In the event that the Agency shall fail to take action as specified in clause (i) or (ii) of the preceding sentence, the Trustee shall, prior to the expiration thereof, draw upon the Qualified Reserve Account Credit Instrument in full and deposit the proceeds of such draw in the Reserve Account. In the event that the Reserve Requirement shall at any time be maintained in the Reserve Account in the form of a combination of cash and a Qualified Reserve Account Credit Instrument, the Trustee shall apply the amount of such cash to make any payment required to be made from the Reserve Account before the Trustee shall draw any moneys under such Qualified Reserve Account Credit Instrument for such purpose. In the event that the Trustee shall at any time draw funds under a Qualified Reserve Account Credit Instrument to make any payment then required to be made from the Reserve Account, the Tax Revenues thereafter received by the Trustee, to the extent remaining after making the other deposits (if any) then -13- ME required to be made pursuant to the Indenture, shall be used to reinstate the Qualified Reserve Account Credit Instrument. Redemption Account. On or before the fifth Business Day preceding any date on which Bonds are to be redeemed pursuant to optional redemption, the Agency will withdraw from the Special Fund and transfer to the Trustee for deposit in the Redemption Account an amount required to pay the principal of and premium, if any, on the Bonds to be redeemed on such date, taking into account any funds then on deposit in the Redemption Account. The Trustee will also deposit in the Redemption Account any other amounts received by it from the Agency designated by the Agency in writing to be deposited in the Redemption Account. All moneys in the Redemption Account are required to be used and withdrawn by the Trustee solely for the purpose of paying the principal of and premium, if any, on the Bonds to be redeemed pursuant to optional redemption on the respective dates set for such redemption. Reserve Account Pursuant to the Indenture, a reserve account (the "Reserve Account ") has been established and is held by the Trustee in trust for the benefit of the Agency and the registered owners of the Bonds. The amount on deposit in the Reserve Account is required to be maintained at an amount equal to the Reserve Requirement. The term "Reserve Requirement" means, annually as of October 1, an amount equal to Maximum Annual Debt Service on all Outstanding Bonds and any Parity Debt. In the event that the amount on deposit in the Reserve Account at any time becomes less than the Reserve Requirement, the Trustee will promptly notify the Agency of such deficiency. Promptly upon receipt of such notice, the Agency will transfer to the Trustee an amount of available Tax Revenues sufficient to maintain the Reserve Requirement on deposit in the Reserve Account. Amounts in the Reserve Account shall be used and withdrawn by the Trustee solely for the purpose of making transfers to the Interest Account, the Principal Account and the Sinking Account established under the Indenture, in such order of priority, on any date on which Bonds are payable in the event of any deficiency at any time in any of such accounts. So long as no Event of Default (as defined in the Indenture) shall have occurred and be continuing, any amount in the Reserve Account in excess of the Reserve Requirement preceding each Interest Payment Date will be withdrawn from the Reserve Account by the Trustee and deposited in the Interest Account established under the Indenture on or before the Interest Payment Date. The Indenture permits the Agency to substitute at any time in lieu of or substitution for all or any portion of the Reserve Requirement certain forms of credit enhancement. See "SECURITY FOR THE BONDS - Application of Tax Revenues - Reserve Account" above. Issuance of Parity Debt Pursuant to the Indenture, in addition to the 2001 Bonds, the 2006 Bonds and the Refunding Bonds, the Agency may, by Supplemental Indenture, issue or incur Parity Debt payable from Tax Revenues on a parity with the Bonds to finance the Project in such principal amount as will be determined by the Agency. The Agency may issue and deliver any such Parity Debt subject to the following specific conditions, all of which are conditions under the Indenture precedent to the issuance and delivery of such Parity Debt: (a) The Agency shall be in compliance with all covenants set forth in the Indenture and all Supplemental Indentures. -14- 65 (b) The Tax Revenues for the then current Fiscal Year based on assessed valuation of property in the Project Area as evidenced in written documentation from an appropriate official of the County, plus, at the option of the Agency, the Additional Allowance (as defined below) shall be at least equal to one hundred twenty -five percent (125 %) of Maximum Annual Debt Service on all Bonds and Parity Debt which will be Outstanding following the issuance of such Parity Debt; provided that, if the Agency proposes to issue variable rate Parity Debt, the interest on such Parity Debt shall be assumed to be the maximum interest rate allowable under document authorizing such Parity Debt, unless an Ambac Assurance (as the insurer of the 2001 Bonds and the 2006 Bonds) approved interest rate hedging device is utilized. (c) The Supplemental Indenture providing for the issuance of such Parity Debt will provide that: (i) Interest on said Parity Debt will be payable on April 1 and October 1 in each year of the term of such Parity Debt except the first twelve month period, during which interest may be payable on any April 1 or October 1; and (ii) The principal of such Parity Debt will be payable on October 1 in any year in which principal is payable. (d) The Supplemental Indenture providing for the issuance of such Parity Debt may provide for the establishment of separate funds and accounts; (e) The aggregate amount of the principal of and interest on all Outstanding Bonds and Subordinate Debt coming due and payable following the issuance of such Parity Debt will not exceed the maximum amount of Tax Revenues permitted under the Plan Limit to be allocated and paid to the Agency following the issuance of such Parity Debt; (f) An opinion of Bond Counsel stating (i) that the Supplemental Indenture relating to the Parity Debt is valid and enforceable in accordance with its terms (ii) that such Supplemental Indenture creates a valid pledge of that which it purports to pledge, and (iii) that the total principal amount of Parity Debt to be issued or incurred and then Outstanding will not exceed any limit imposed by law. (g) The Supplemental Indenture providing for the issuance of such Parity Debt shall provide for the deposit into the Reserve Account of an amount required to cause the balance therein to equal the full amount of the Reserve Requirement or shall make provision for a Qualified Reserve Account Credit Instrument in lieu of cash - funding the Reserve Account, or a combination of cash and a Qualified Reserve Account Credit Instrument. (h) The Agency shall obtain an opinion of an Independent Redevelopment Consultant stating that Pass - Through Agreements are not reasonably expected to be impacted by the Parity Debt. (i) The Agency will deliver to the Trustee a certificate of the Agency certifying that the conditions precedent to the issuance of such Parity Debt set forth in paragraphs (a) through (h) above have been satisfied. "Additional Allowance" is generally defined under the Indenture as the amount of Tax Revenues which, as shown in the report of an Independent Redevelopment Consultant, are estimated to be receivable by the Agency in the next succeeding Fiscal Year as a result of increases in the assessed valuation of taxable property in the Project Area due to either (i) -15- • •, construction which has been completed but has not yet been reflected on the tax roll, or (ii) transfer of ownership or any other interest in real property, which is not then reflected on the tax rolls. For purposes of such definition, the term "increases in the assessed valuation" means the amount by which the assessed valuation of taxable property in the Project Area in the next succeeding Fiscal Year is estimated to exceed the assessed valuation of taxable property in the Project Area (as reported by the County Auditor - Controller) in the Fiscal Year in which such calculation is made. Low and Moderate Income Housing Chapter 1337, Statutes of 1976, added Sections 33334.2 and 33334.3 to the Law requiring redevelopment agencies to set -aside 20 percent of all tax increment derived from redevelopment project areas adopted after December 31, 1976 in a low and moderate income housing fund. This low and moderate income housing requirement could be reduced or eliminated if a redevelopment agency finds that: (a) no need exists in the community to improve or increase the supply of low and moderate income housing; (b) that some stated percentage less than 20 percent of the tax increment is sufficient to meet the housing need; or (c) that other substantial efforts, including the obligation of funds from state, local and federal sources for low and moderate income housing of equivalent impact are being provided for in the community„ (the low and moderate income housing requirement may not be reduced pursuant to finding in this third clause after June 30,1993). The Agency has historically, and intends to, annually set aside in its low and moderate income housing fund 20% of the gross tax increment revenues allocated to the Agency with respect to the Project Area. Because 207o of the debt service on the 1999 Bonds was payable from Housing Set -Aside amounts, the Tax Revenues include tax increment set aside monies pursuant to the Agency's 207o low and moderate income housing set aside requirement. Exclusion of Tax Revenues for General Obligation Bonds Debt Service An initiative to amend the California Constitution entitled "Property Tax Revenues Redevelopment Agencies" was approved by California voters at the November 8, 1988 general election. Under prior law, a redevelopment agency using tax increment revenue received additional property tax revenue whenever a local government increased its property tax rate to pay off its general obligation bonds. This initiative amended the California Constitution to allow the California Legislature to prohibit redevelopment agencies from receiving any of the property tax revenues raised by increased property tax rates imposed by local governments to make payments on their bonded indebtedness. The initiative only applies to tax rates levied to finance general obligation bonds approved by the voters on or after January 1, 1989. Any revenue reduction to redevelopment agencies would depend on the number and value of the general obligation bonds approved by voters in prior years, which tax rate will reduce due to increased valuation subject to the tax or the retirement of the indebtedness. -16- 67 THE AGENCY AND THE PROJECT AREA Agency Members The Redevelopment Agency of the City of Moorpark was activated in 1987, by Ordinance of the City Council pursuant to the Community Redevelopment Law of California, now codified as Part 1 of Division 24 of the State of California Health and Safety Code. The five members of the City Council serve as governing body of the Agency, and exercise all rights, powers, duties and privileges of the Agency. The members of the governing body of the Agency and their term of office are shown below: Member Term Expires Janice S. Parvin, Chair 2010 Roseann Mikos, Ph.D., Vice Chair 2012 Keith F. Millhouse, Member 2012 David Pollock, Member 2010 Mark Van Dam, Member 2010 Agency Administration The Agency is administered by certain staff of the City. The City is a general law city and operates according to the Council /Manager form of government. The City Manager is appointed by the City Council to administer the City's staff and generally implement policies established by the City Council. Current City staff assigned to administer the Agency include Steven Kueny, City Manager of the City and Executive Director of the Agency, Hugh Riley, Assistant Executive Director of the Agency, and Ron Ahlers, Treasurer of the Agency and the City's Finance Director and City Treasurer. See "APPENDIX A — City of Moorpark General Information" attached hereto. The Law requires redevelopment agencies to have an independent financial audit conducted each year. The financial audit is also required to include an opinion of the Agency's compliance with laws, regulations and administrative requirements governing activities of the Agency. Audited financial statements for the Agency for the fiscal year that ended June 30, 2009 were prepared by Vavrinek, Trine, Day & Co., LLP, Rancho Cucamonga (the "Auditors "), are included in Appendix C attached hereto. The Agency has not requested nor did the Agency obtain permission from the Auditors to include the audited financial statements as an appendix to this Official Statement. Accordingly, the Auditors have not performed any post -audit review of the financial condition or operations of the Agency. Agency Powers All powers of the Agency are vested in its members. Pursuant to the Redevelopment Law, the Agency is a separate public body and exercises governmental functions, including planning and implementing redevelopment projects. The Agency may exercise the right to issue bonds for authorized purposes and to expend their proceeds, and the right to acquire, sell, rehabilitate, develop, administer or lease property. The Agency may demolish buildings, clear land and cause to be constructed certain improvements, including streets, sidewalks, and utilities, and can further prepare for use as a building site any real property which it owns or administers. -17- •: The Agency may, from any funds made available to it for such purposes, pay for all or part of the value of land and the cost of buildings, facilities or other improvements to be publicly owned and operated, provided that such improvements are of benefit to a redevelopment project and cannot be financed by any other reasonable method. The Agency may not construct or develop buildings, with the exception of public buildings and housing, and must sell or lease cleared property which it acquires within a redevelopment project for redevelopment in conformity with a particular redevelopment plan, and may further specify a period within which such redevelopment must begin and be completed. Outstanding Indebtedness of the Agency Certification of Agency Indebtedness. Pursuant to Section 33675 of the Law, on or before October 1 of each year the Agency must file with the county auditor a statement of indebtedness certified by the chief fiscal officer of the agency for each redevelopment project that receives tax increment. The statement of indebtedness is required to contain the date on which any bonds were delivered, the principal amount, term, purpose and interest rate of bonds and the outstanding balance and amount due on bonds. Similar information must be given for each loan, advance or indebtedness that the agency has incurred or entered into to be payable from tax increment. The Agency has complied with the requirements of Section 33675 each year since its effective date. Section 33675 also provides that the county auditor is limited in payment of tax increment to the agency to the amounts shown on the agency's statement of indebtedness. The section further provides that the statement of indebtedness is prima facie evidence of the indebtedness of the Agency, but that the county auditor may dispute the amount of indebtedness shown on the statement in certain cases. Provision is made for time limits under which the dispute can be made by the county auditor as well as provisions for determination by the Superior Court in a declaratory relief action of the proper disposition of the matter. The issue in any such action must involve only the amount of the indebtedness and not the validity of any contract or debt instrument, or any expenditures pursuant thereto. An exception is made for payments to a public agency in connection with payments by such public agency pursuant to a bond issue which shall not be disputed in any action under Section 33675. Bonded Indebtedness. In addition to the Refunding Bonds, the Agency has previously issued the 2001 Bonds and the 2006 Bonds (see "INTRODUCTION" herein for a description of such Bonds), which are currently outstanding as of the date of this Official Statement in the principal amounts of $4,995,000 and $11,655,000, respectively. The Refunding Bonds are issued on a parity basis with the 2001 Bonds and the 2006 Bonds. The Agency has no additional bonds outstanding. Other Obligations. The Agency entered into a Loan Agreement with the City on July 1, 2006 (the "City Loan Agreement "), whereby the City loaned $5,000,000 to the Agency to assist the Agency in undertaking redevelopment projects. The Agency agreed to repay the loan in full on or before June 30, 2007, unless such date is extended by amendment to the City Loan Agreement. The loan is currently outstanding in the amount of $5,000,000. The obligations of the Agency under the City Loan Agreement are expressly subordinate to any and all other Agency indebtedness, including indebtedness incurred through the issuance of tax allocation notes or bonds, such as the Bonds. j,UP WTE}STAETUSt -18- .• The Redevelopment Plan Under the Law every redevelopment agency is required to adopt, by ordinance, a redevelopment plan for each redevelopment project specifically authorized in the adopted redevelopment plan. A redevelopment plan is a legal document, the content of which is largely prescribed in the Law rather than a "plan" in the customary sense of the word. The City Council adopted the Moorpark Redevelopment Project Plan by Ordinance No. 110, adopted on July 5, 1989 (the "Redevelopment Plan "). The Redevelopment Plan was amended by Ordinance No. 111 adopted by the City Council on July 5, 1989, and by Ordinance No. 202, adopted by the City Council on December 14, 1994. The overall objective of the Redevelopment Plan is to eliminate blighted conditions in the Project Area by undertaking all appropriate projects pursuant to the Law. Senate Bill 211 states that redevelopment agencies may repeal the timeline for incurring debt on redevelopment plans adopted prior to January 1, 1994, without complying with normal amendment procedures. It also allows for the extension of the time limits for plan expiration and for receiving tax increment revenues up to ten additional years if the agency can make certain findings. The Agency adopted Ordinance 369 on July 2, 2008, eliminating the debt incurrence deadline. . The Redevelopment Plan provides that the maximum bonded indebtedness that may be outstanding at any given time shall not exceed $60,000,000, and the total tax increment revenues allocable to the Agency shall not exceed $180,000,000. To date, the Agency has been allocated an aggregate of approximately $ of tax increment revenues under the Redevelopment Plan. The adoption date and term limits of the Moorpark Redevelopment Agency Project Area are summarized as follows: Date Project Area Adopted: July 5, 1989 Last Date to Incur Debt: No limit Term of Plan: July 4, 2030 Last Date to Collect Increment: July 4, 2040 The Project Area The Project Area consists of one large contiguous area consisting of approximately 1,217 acres. The Project Area is subdivided into Areas "A ", "B" and "C" and is comprised of a mixture of residential, commercial, industrial and institutional land uses along with parcels that are undeveloped and /or underutilized, parking areas, and public rights -of -way. The central portion of Area "A" contains the City Hall, Community Center, Public Library and the former Moorpark Union High School site, and the City's Central Business District (CBD) that exists along High Street. The eastern portion of Area "A" is dominated by industrial land uses, undeveloped parcels and single family housing along Los Angeles Avenue (State Highway 118). The Project Area's only park /recreation area is located in Area "A" and is included as a part of the City Hall /Community Center complex. Area "B" consists of a large residential area at its mid - section, which includes single family and multifamily units, as well as a large retail shopping center and two public schools. The residential area is immediately flanked by new business/ industrial development to the east and west. Area "C" is, to a large degree, composed of undeveloped parcels and a substantial number of multifamily dwelling units in the area east of Moorpark Avenue and south of Los Angeles Avenue. The area is also marked with various industrial, commercial and residential uses along Los Angeles Avenue. -19- 70 Project Area Map -20- 71 Development in the Project Area Since the adoption of the Redevelopment Plan for the Moorpark Redevelopment Project, substantial economic development activity within the Project Area has occurred. Current development activity in the Project Area includes the following: • Projects and Programs along the High Street Corridor in the Downtown Area: - Civic Center complex — The Agency and City developed draft plans for a new Civic Center to anchor the western end of the Downtown Area within the constraints of the Redevelopment Law. - West High Street Development — The Agency removed infrastructure improvements in support of the development of Agency -owned property on High Street between Moorpark Avenue and the MetroLink station. - East High Street Development — The Agency commenced planning work for the south side of High Street east of the MetroLink Station to Spring Road. The Agency is also acquiring land in the area. - Magnolia Street Park — The Agency assisted in the development of the new magnolia Street Park directly behind the new fire station. The Agency assisted in property acquisition and capital improvements. - Human Services Center — The Agency designed this integrated center for human service organizations. - Police Station — The Agency assisted in construction of the new police station through property acquisition and assistance with development costs. • Moorpark Avenue Downtown Corridor Projects — The Agency has engaged in land acquisition aimed at stimulating investment in the Moorpark Avenue corridor during this Implementation Plan period. 347 Moorpark Avenue was acquired through this program and is now being marketed for redevelopment. • Business Enhancement Program — The Agency implemented a business enhancement program in cooperation with the Economic Development Cooperative of Ventura County. • Partnered with Creative Woodworks to retain the business in Moorpark and to assist with its expansion. • New Post Office — The Agency was instrumental in bringing the new Post Office to the downtown area by making Agency -owned land available on a long -term, low -cost lease. The Agency also improved the parking lot serving the post office. • Business 911 Program —The Business 911 Program provides professional services and assistance to businesses on a request basis. This program is partly funded by the Agency. • High Street Streetscape Improvement Project — The Agency funded design of streetscape improvements, which will be implemented during the term of this Implementation Plan if funding is available. • Attempted to reinstate the Agency's eminent domain authority. -21- 72 Infrastructure Projects Serving Downtown Area — The Agency funded the planning and /or construction of a number of infrastructure improvement projects in the downtown area, including High Street improvements, Charles Street reconstruction, storm drain and parking lot improvements. • Infrastructure Projects outside Downtown Area — The Agency has contributed to various infrastructure projects outside the downtown area, including Los Angeles Avenue improvements, storm drain design and construction, park improvements, and various street improvement projects. Anticipated future development in the Project Area includes a fagade improvement program, a High Street streetscape, a downtown improvement program, commercial development support and infrastructure improvement activities. Land Use Land use in the Project Area is diverse, and presents a stable mix of assessed value, both currently, and into the future as the Area continues to grow and develop. Industrial and commercial uses account for approximately 46.5% of the secured assessed value, and residential property accounts for nearly 45.27o of the secured assessed value of the Project Area, demonstrating a diverse land use base. Set forth below is a summary of the land use in the Project Area based on the 2009 -10 secured property tax roll. Table 2 REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK Moorpark Redevelopment Project Land Use- 2009 -10 Source: Urban Futures, Inc. Assessed Valuation Tax Revenues are generated from increases in the total assessed value above the base year value. In or about August of each year, the County Auditor - Controller provides a report of the current year and base year values for the Project Area. The current (fiscal year 2010 -11) total assessed value of the Project Area is $924,852,644, of which tax increment revenue is generated from the incremental assessed value of $660,053,657 in excess of the base year value of $264,798,987. -22- 73 Number 2009 -10 Secured Percent of Secured Land Use of Parcels Assessed Valuation Assessed Valuation Industrial 113 $235,833,727 28.43% Single Family Residential 1,164 231,325,076 27.89 Commercial 73 149,839,175 18.07 Mult[ Family Residential 51 143,251,555 17.27 Vacant 107 33,018,672 3.98 Professional 15 28,041,542 3.38 Miscellaneous 56 6,959,253 0.84 Agriculture 2 751,250 0.09 Institutional 21 406,771 0.05 Government 73 -- 0.0 Total 1,675 $829,427,021 _ Source: Urban Futures, Inc. Assessed Valuation Tax Revenues are generated from increases in the total assessed value above the base year value. In or about August of each year, the County Auditor - Controller provides a report of the current year and base year values for the Project Area. The current (fiscal year 2010 -11) total assessed value of the Project Area is $924,852,644, of which tax increment revenue is generated from the incremental assessed value of $660,053,657 in excess of the base year value of $264,798,987. -22- 73 Set forth below in Table 3 is a summary of Project Area historical assessed values based upon the Ventura County Auditor/ Controller's equalized rolls and incremental values of property within the Project Area based on an exclusion of assessed values from the unsecured roll, for fiscal years 2006 -07 through 2010 -11. Table 3 REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK Moorpark Redevelopment Project Historic Assessed Values and Tax Increment Revenues Source: California Municipal Statistics, Inc.; Urban Futures In terms of assessed valuation, the largest taxable property within the Project Area is the Dbre Moorpark, LLC, with approximately 8.47o of the total secured assessed value. Taken together, the ten properties having the greatest secured assessed valuation represent approximately 31.237o of the total secured assessed value of the Project Area for the 2009 -10 Fiscal Year. The following table lists the ten largest payers of secured property taxes in the Project Area. Table 4 REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK Moorpark Redevelopment Project Ten Largest Secured Taxpayers by Assessed Valuation Fiscal Year 2010 -11 2006 -07 2007 -08 2008 -09 2009 -10 2010 -11 Local Secured $747,551,540 $813,729,100 $832,553,374 $829,427,021 $813,947,565 Utility 425,744 0 0 0 0 Unsecured 102,795,641 102,442,198 102,730,045 113,302,525 110,905,079 Total Assessed Value $850,772,925 $916,171,298 $935,283,419 $942,729,546 $924,852,644 Base Year Assessed Value 264,798,987 264,798,987 264,798,987 264,798,987 264,798,987 Incremental Assessed Value $585,973,938 $ 651, 372,311 $670,484,432 $677,930,559 $660,053,657 Gross Tax Increment $5,859,739 $6,513,723 $6,704,844 $6,779,306 $6,600,537 Less: Housing Set -Aside (20 %) 1,171,948 1,302,745 1,340,969 1,355,861 1,320,107 Less: Senior Pass - Through 2,362,973 2,735,154 2,844,010 2,886,500 2,714,235 Less: County Admin 117,195 130,274 134,097 135,586 132,011 Tax Revenues $2,207,624 $2,345,550 $2,385,769 $2,401,358 $2,434,184 Source: California Municipal Statistics, Inc.; Urban Futures In terms of assessed valuation, the largest taxable property within the Project Area is the Dbre Moorpark, LLC, with approximately 8.47o of the total secured assessed value. Taken together, the ten properties having the greatest secured assessed valuation represent approximately 31.237o of the total secured assessed value of the Project Area for the 2009 -10 Fiscal Year. The following table lists the ten largest payers of secured property taxes in the Project Area. Table 4 REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK Moorpark Redevelopment Project Ten Largest Secured Taxpayers by Assessed Valuation Fiscal Year 2010 -11 Tuscany Square Partners, LLC Simi Vallage Partners, LLC Kavli, Fred Mission Bell West, LP Mission Bell East Moorpark Plaza Fam Part Ltd. Source: Urban Futures, Inc. Commercial Professional- Office Industrial Commercial Commercial 18,910,560 2.28 2009 -10 Percent 15,736,143 1.90 Assessed Total Assessed Taxpayer Land Uses Valuation Value (1) Dbre Moorpark, LLC Residential- Multifamily $69,761,376 8.417o Waterstone Prop. Moorpark, LLC Residential- Multifamily 48,894,000 5.89 G & Y Moorpark, LLC Industrial 25,547,420 3.08 Birkenshaw James Lessor Commercial 19,913,624 2.40 Tuscany Square Partners, LLC Simi Vallage Partners, LLC Kavli, Fred Mission Bell West, LP Mission Bell East Moorpark Plaza Fam Part Ltd. Source: Urban Futures, Inc. Commercial Professional- Office Industrial Commercial Commercial 18,910,560 2.28 17,963,384 2.17 15,736,143 1.90 14,178,896 1.71 14,124,992 1.70 Commercial 14,022,917 1.69 $259,053,312 31.23% -23- Allocation of Taxes Secured taxes are due in two equal installments. Installments of taxes levied upon secured property become delinquent on December 10 and April 10. Taxes on unsecured property are due March 1 and become delinquent August 31. The County Auditor - Controller is responsible for the aggregation of the taxable values assigned by the Assessor as of the January 1st lien date for property within the boundaries of the Project Area. This results in the reported total current year Project Area taxable value and becomes the basis of determining tax increment revenues due to the Agency. Although adjustments to taxable values for property within the Project Area may occur throughout the fiscal year to reflect escaped assessments, roll corrections, etc., such adjustments are not assumed in the tax increment projection. The County disburses secured and utility tax increment revenue to all redevelopment agencies in three installments during the fiscal year (January, May and July). Supplemental tax roll revenue and homeowner's exemption revenue is distributed with the secured and utility tax increment revenue. The Board of Supervisors of Ventura County adopted the Alternative Method of Distribution of Tax Levies and Collections and of Tax Sale Proceeds (the "Teeter Plan "), as provided for in Section 4701 et seq. of the California Revenue and Taxation Code. Taxes and assessment installments under the 1915 Act are collected by the County and distributed under the Teeter Plan. Under the Teeter Plan, each entity levying property taxes in the County may draw on the amount of uncollected secured taxes credited to its fund, in the same manner as if the amount credited had been collected. Unsecured taxes are not normally covered under the Teeter Plan. Redevelopment agencies in the County can expect to receive the full increment of the current year's secured assessed valuation, less the base year's secured assessed valuation, with no adjustments for delinquencies, refunds or adjustments. Therefore, the Agency's secured property Tax Revenues reflect total levies, rather than the actual amount collected. Pass - Through Agreements Pursuant to former Section 33401 of the Redevelopment Law, a redevelopment agency was authorized to enter into an agreement to pay tax increment revenues to any taxing agency that has territory located within a redevelopment project in an amount which in the agency's determination is appropriate to alleviate any financial burden or detriment caused by the redevelopment project. These agreements normally provide for a pass - through of tax increment revenue directly to the affected taxing agency, and, therefore, are commonly referred to as "pass- through" or "fiscal' agreements. The Agency has entered into five agreements for allocation and distribution of tax increment revenues. First Agrreement. The first pass - through agreement that the Agency has entered into is with the County of Ventura, the Ventura County Library District, the Ventura County Fire Protection District and the Ventura County Flood Control District (collectively, the "County Taxing Entities ") which provides for the Agency to retain 10070 of the County Taxing Entities share (55.8270) of annual tax increment revenues up to $1,750,000. For annual tax increment revenue in excess of $1,750,000, the Agency shall distribute 55.8270 of such revenues to the County on behalf of the County Taxing Entities. The County Taxing Entities have agreed to defer payments in the initial years of the Redevelopment Plan, and consequently, the parties agree that the County Taxing Entities may receive payments in any single fiscal year in excess of -24- 75 the amount of tax revenues the County Taxing Entities would otherwise be entitled to, but for the adoption of the Redevelopment Plan. Additionally, the agreement calls for the Agency to receive a $1,000,000 payment from the tax increment disbursed to the County pursuant to the agreement, by December 31, 2008, if and only if the Agency's annual debt statements which are filed with the County Auditor - Controller from fiscal year 1993 -94 to fiscal year 2008 -09 list debts in an amount equal to or in excess of the maximum tax increment available to the Agency in each of such fiscal years. Second Agreement. The second pass - through agreement is with the Moorpark Mosquito Abatement District (the "Mosquito Abatement District "), and states that the Mosquito Abatement District shall receive 87.57o of its share (1.537o) of annual tax increment revenue, following a deduction from total increment revenues for amounts required to be used for housing purposes (currently twenty percent of total tax increment revenues). Third Agreement. The third pass - through agreement is with the Moorpark Unified School District (the "School District "), and states that the School District shall receive the School District's share (33.4067o) of tax increment revenues generated by an annual 2% increase in assessed valuation, and, beginning in fiscal year 1995 -96, after the Agency has satisfied debt service payments to bond or note holders or to the holder of any other instruments of Agency indebtedness (provided such indebtedness is not reasonably foreseeable to impair the Agency's obligation under the agreement), 147o of the School District's share of annual tax increment revenue. Additionally, the agreement calls for the Agency to make a $750,000 payment to the School District as, a contribution to a new School District maintenance facility, which payment was made in August of 1999. Fourth Agreement. The fourth pass- through agreement is with the Ventura County Community College District (the "Community College District "), and states that the Community College District will receive the Community College District's share (5.817o) of tax increment revenues generated by an annual 2% increase in assessed valuation, and, beginning in fiscal year 1993 -94, after the Agency has satisfied debt service payments to bond or note holders or to the holders of any other instruments of Agency indebtedness (provided such indebtedness is not reasonably foreseeable to impair the Agency's obligation under the agreement), 14% of the Community College District's share of annual tax increment revenue. Fifth Agreement. The fifth pass - through agreement is with the Ventura County Superintendent of Schools Office (the "Superintendent "), and states that the Superintendent shall receive its share (2.49348 %) of tax increment revenues generated by an annual 2% increase in assessed valuation. The Agency Redevelopment Consultant, Urban Futures, Inc., has taken actions necessary to subordinate payments of annual shares of tax increment revenues (other than under the Fourth Agreement- revenues attributable to the annual 27o increase in assessed valuation) under the Third and Fourth Agreements, to the payment of debt service on the Bonds. Accordingly, Tax Revenues for purposes of the Indenture do not include amounts required to be remitted by the Agency under the First, Second and Fifth Agreements. Tax Revenues do include amounts otherwise required to be remitted by the Agency under the Third and Fourth Agreements (except those attributable to the 27o annual increases in the assessed valuation under the Fourth Agreement). AB 1290, AB 1342 and SB 211 In 1993, the California Legislature enacted Assembly Bill 1290 ( "AB 1290 ") which contained several significant changes in the Redevelopment Law. Among the changes made by -25- 76 AB 1290 was a provision which limits the period of time for incurring and repaying of loans, advances and indebtedness which are payable from tax increment revenues. In general, a redevelopment plan may terminate not more than 40 years following the date of original adoption, and loans, advances and indebtedness may be repaid during a period extending not more than 10 years following the date of termination of the redevelopment plan. The Agency's Plan was amended to comply with AB 1290. AB 1342 was passed in 1998 and became effective January 1, 1999. This bill permits agencies having limits shorter than those permitted by AB 1290 to amend their plans to incorporate the maximum permitted limits without complying with the statutory plan amendment process. However, the limits contained in the Redevelopment Plan are currently at the maximum permitted by AB 1290. The California Legislature recently enacted SB211, Chapter 741, Statutes 2001, effective January 1, 2002 ( "SB211 "). SB211 provides, among other things, that, at anytime after its effective date, the limitation on incurring indebtedness contained in a redevelopment plan adopted prior to January 1, 1994, may be deleted by ordinance of the legislative body. However, such deletion will trigger statutory tax sharing with those taxing entities that do not have tax sharing agreements. Tax sharing will be calculated based on the increase in assessed valuation after the year in which the limitation would otherwise have become effective. The Agency adopted an ordinance in July 2008 pursuant to the authorization contained in SB 211 to delete the current limit on the Agency's authority to incur loans, advances and indebtedness. As a result, the Agency incurred a statutory tax - sharing obligation to the Calleguas Municipal Water District, however the obligation is conditioned upon there being assessed valuation growth since the adjusted base year AV (Fiscal Year 2009 -10). Growth since then has been negative, so there is no increment to share in 2010 -11. The Agency expects that when such growth becomes positive and the Agency is required to share increment with the Water District, the amount will be $ . The obligation to the Water District will be senior to the obligation to pay debt service on the Bonds. Low and Moderate Income Housing Sections 33334.2 and 33334.3 of the Redevelopment Law require the Agency to set aside not less than 2070 of all Tax Revenues allocated to the Agency in a low and moderate income housing fund (the "Housing Fund ") to be expended for authorized low and moderate income housing purposes (the "Housing Set -Aside Amount'). Amounts on deposit in the Housing Fund may also be applied to pay debt service on bonds, loans or advances used to provide financing for such low and moderate income housing purposes. Under the Redevelopment Law, the Housing Set -Aside Amount could be reduced or eliminated if the Agency finds that (1) no need exists in the community to improve or increase the supply of low and moderate income housing, (2) that some stated percentage less than 2070 of the tax increment is sufficient to meet the housing need or (3) that other substantial efforts, including the obligation of funds from certain local, state or federal sources for low and moderate income housing, or equivalent impact are being provided for in the community. A portion of the proceeds (in the amount of 20%) of the 1999 Bonds were deposited in the Low and Moderate Income Housing Account of the Housing Fund and be used to finance low and moderate income housing projects and programs. Consequently, 2070 of the debt service on the Refunding Bonds is payable from Housing Set -Aside amounts. Appeals of Assessed Values Proposition 8 Appeals. Most of the appeals that might be filed in the Project Area would be based on Section 51 of the Revenue and Taxation Code, which requires that for each lien date -26- 77 the value of real property shall be the lesser of its base year value annually adjusted by the inflation factor pursuant to Article XIIIA of the State Constitution or its full cash value, taking into account reductions in value due to damage, destruction, depreciation, obsolescence, removal of property or other factors causing a decline in value. Pursuant to California law, property owners may apply for a reduction of their property tax assessment by filing a written application, in form prescribed by the State Board of Equalization, with the appropriate county board of equalization or assessment appeals board. In most cases, the appeal is filed because the applicant believes that present market conditions (such as residential home prices) cause the property to be worth less than its current assessed value. These market - driven appeals are known as Proposition 8 appeals. Any reduction in the assessment ultimately granted as a Proposition 8 appeal applies to the year for which application is made and during which the written application was filed. These reductions are often temporary and are adjusted back to their original values when market conditions improve. Once the property has regained its prior value, adjusted for inflation, it once again is subject to the annual inflationary factor growth rate allowed under Article XIHA of the California Constitution. The State Board of Equalization has approved this reassessment formula and such formula has been used by county assessors statewide. The reassessment formula was approved by the California of Appeal, Fourth District, in the recent case of County of Orange et al. v Bezaire, petition for review to the California Supreme Court denied. In response to the downturn in real estate values statewide, the County Assessor reviewed the values of residential parcels within the County. For the 2010 -11 tax roll, the Assessor proactively reviewed over 125,000 properties purchased since January 1, 2010, and of these properties, over 60,000 qualified for a reduction in assessed value under Proposition 8. Residential properties make up approximately % of the value of all properties within the Project Area. A review of residential values over the past five years shows that in the Project Area residential values increased in each fiscal year until [2009 -10]. For 2009 -10 residential values in the Project Area declined by $ million (a % decline) relative to 2008 -09. For fiscal year 2010 -11 residential values declined by $ million (a o decline). Most of this decline in value is the result of Proposition 8 revisions of value and a smaller portion of the decline is the result of foreclosures and resale of properties at amounts that were less than the assessed value. To date, the residential market downturn has not created any significant residential value losses within the Project Area. Based on information provided by the Assessor's Office, a total of parcels have been identified within the Project Area as having been reduced in value pursuant to Proposition 8. This number is % of all parcels within the Project Area. These parcels may decline further in value for future years until the residential real estate market begins to recover. As mentioned above, as the real estate market rebounds, the assessed value on these parcels may be increased by the Assessor at a rate greater than the annual 27o allowed by the Constitution. Base Year Appeals. A second type of assessment appeal is called a Base Year appeal, where the property owners challenge the original (basis) value of their property. Appeals for reduction in the "base year' value of an assessment, if successful, reduce the assessment for the year in which the appeal is taken and prospectively thereafter. The base year is determined by the completion date of new construction or the date of change of ownership. Any base year appeal must be made within four years of the change of ownership or new construction date. Pending Appeals. There are currently appeals pending with respect to properties in the Project Area for fiscal year 20010 -11. The following table lists the applicant names and valuation information for each of the pending appeals. -27- Table 5 REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK Moorpark Redevelopment Project Pending Appeals FY 2010 -11 Applicant's Potential Assessed Opinion of Valuation APN Valuation Value Decrease Source: Urban Futures, Inc. [[[It should be noted that parcels owned by Mission Bell Plaza have been the subject of previous assessment appeals, most recently in fiscal year 2001 -02, when the total assessed valuation for Mission Bell Plaza was reduced from $26,116,448 to $21,045,351. The current Mission Bell Plaza, which consists of eleven parcels, is $30,761,815 (see Table 4 — Ten Largest Secured Taxpayers). Available Tax Revenues have not been adjusted for any potential valuation decreases as a result of pending appeals, as the outcome of such appeals cannot be determined with any certainty.]]] -28- 79 Projected Tax Revenues and Estimated Coverage The projections of Tax Revenues for the Project Area, as prepared by Urban Futures, Incorporated and Piper Jaffray & Co., are summarized below. The projections commence with the reported values for Fiscal Year 2010 -11, and assume, for Table 6 and 8, no growth and for Tables 7 and 9, 27o growth. Twenty percent (20 %) of the debt service due on the 1999 Bonds is payable from Housing Set -Aside amounts. However, the following table removes the Housing Set -Aside portion of Tax Revenues prior to payment of debt service on the 2001 Bonds, the 2006 Bonds and the Refunding Bonds. Housing -Set Aside tax increment for fiscal year 2010 -11 is projected to be $1,320,107 and fiscal year 2010 -11 debt service on the housing portion of the Refunding Bonds is $123,493% resulting in coverage on the housing portion of the Refunding Bonds to be 10.69:1%*. Source: Urban Futures, Inc. and Piper ]affray & Co. Willi we Table 6 REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK Moorpark Redevelopment Project Projected Tax Revenues Assuming No Growth in Assessed Value Gross Tax Less Less Less Senior Available Fiscal Assessed Incremental Revenues Housing Set County Pass- Tax Year Valuation Value (1.0070) Aside (207o) Admin Fees Throughs Revenues 2010 -11 $924,852,644 $660,053,657 $6,600,537 $1,320,107 $132,011 $2,714,235 $2,434,183 2011 -12 924,852,644 660,053,657 6,600,537 1,320,107 132,011 2,714,235 2,434,183 2012 -13 924,852,644 660,053,657 6,600,537 1,320,107 132,011 2,714,235 2,434,183 2013 -14 924,852,644 660,053,657 6,600,537 1,320,107 132,011 2,714,235 2,434,183 2014 -15 924,852,644 660,053,657 6,600537 1,320,107 132,011 2,714,235 2,434,183 2015 -16 924,852,644 660,053,657 6,600,537 1,320,107 132,011 2,714,235 2,434,183 2016 -17 924,852,644 660,053,657 6,600537 1,320,107 132,011 2,714,235 . 2,434,183 2017 -18 924,852,644 660,053,657 6,600,537 1,320,107 132,011 2,714,235 2,434,183 2018 -19 924,852,644 660,053,657 6,600,537 1,320,107 132,011 2,714,235 2,434,183 Source. Urban Futures, Inc. and Piper ]affray & Co. The projections of Tax Revenues for the Project Area, as prepared by Urban Futures, Incorporated and Piper Jaffray & Co., are summarized below. The projections commence with the reported values for Fiscal Year 2010 -11, and assume 27o growth. Table 7 REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK Moorpark Redevelopment Project Projected Tax Revenues Assuming 2% Growth in Assessed Value Gross Tax Less Less County Less Senior Available Fiscal Assessed Incremental Revenues Housing Set Admin Fees Pass- Tax Year Valuation Value (1.00 %) Aside (207o) Throughs Revenues 2010 -11 $ 924,852,644 $660,053,657 $6,600,537 $1,320,107 $132,011 $2,714,235 $2,434,183 2011 -12 934,101,170 669,302,183 6,693,022 1,338,604 133,860 2,766,283 2,454,274 2012 -13 952,783,194 687,984,207 6,879,842 1,375,968 137,597 2,871,249 2,495,028 2013 -14 971,838,858 707,039,871 7,070,399 1,414,080 141,408 2,978,315 2,536,596 2014 -15 991,275,635 726,476,648 7,264,766 1,452,953 145,295 3,087,522 2,578,996 2015 -16 1,011,101,148 746,302,161 7,463,022 1,492,604 149,260 3,198,913 2,622,244 2016 -17 1,031,323,171 766,524,184 7,665,242 1,533,048 153,305 3,312,532 2,666,357 2017 -18 1,051,949,634 787,150,647 7,871,506 1574,301 157,430 3,428,423 2,711,352 2018 -19 924,852,644 660,053,657 6,600,537 1,320,107 132,011 2,714,235 2,434,183 Source: Urban Futures, Inc. and Piper ]affray & Co. Willi we The following table shows the debt service coverage on the Refunding Bonds based on no growth in assessed valuation, and Tax Revenues as projected by Urban Futures, Incorporated and Piper Jaffray & Co. Table 8 REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK Moorpark Redevelopment Project Projected Debt Service Coverage Assuming No Growth in Assessed Value * Preliminary, subject to change. Source: Urban Futures, Inc. and Piper laffray & Co. The following table shows the debt service coverage on the Refunding Bonds based on 27o growth, and Tax Revenues as projected by Urban Futures, Incorporated and Piper Jaffray & Co. Table 9 REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK Moorpark Redevelopment Project Projected Debt Service Coverage Assuming 2% Growth in Assessed Value Fiscal Available Series 2001 Series 2006 Debt Refunding Total Parity Debt Service Fiscal Tax Revenues Series 2001 Series 2006 Bonds Debt Total Parity Debt Service Year Debt Service Debt Service Service(, Debt Service* Coverage* 2010 -11 $2,434,183 $ 602,431 $ 546,713 $ 617,467 $1,766,611 138% 2011 -12 2,434,183 606,764 540,263 552,298 1,699,325 143 2012 -13 2,434,183 600,874 543,994 555,574 1,700,442 143 2013 -14 2,434,183 605,176 542,544 552,856 1,700,576 143 2014 -15 2,434,183 604,246 546,094 552,631 1,702,971 143 2015 -16 2,434,183 603,276 544,463 554,257 1,701,996 143 2016 -17 2,434,183 602,306 542,831 554,006 1,699,144 143 2017 -18 2,434,183 601,306 546,031 551,843 1,699,181 143 2018 -19 2,434,183 1,220,306 544,031 617,467 1,766,611 138 * Preliminary, subject to change. Source: Urban Futures, Inc. and Piper laffray & Co. The following table shows the debt service coverage on the Refunding Bonds based on 27o growth, and Tax Revenues as projected by Urban Futures, Incorporated and Piper Jaffray & Co. Table 9 REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK Moorpark Redevelopment Project Projected Debt Service Coverage Assuming 2% Growth in Assessed Value Fiscal Available Tax Series 2001 Series 2006 Debt Refunding Total Parity Debt Service Year Revenues Debt Service Service Bonds Debt Debt Service Coverage* Service* 2010 -11 $2,434,183 $602,431 $546,713 $617,467 $1,766,611 138% 2011 -12 2,454,274 606,764 540,263 552,298 1,699,325 144 2012 -13 2,495,028 600,874 543,994 555,574 1,700,442 147 2013 -14 2,536,596 605,176 542,544 552,856 1,700,576 149 2014 -15 2,578,996 604,246 546,094 552,631 1,702,971 151 2015 -16 2,622,244 603,276 544,463 554,257 1,701,996 154 2016 -17 2,666,357 602,306 542,831 554,006 1,699,144 157 2017 -18 2,711,352 601,306 546,031 551,843 . 1,699,181 160 2018 -19 2,434,183 1,220,306 544,031 617,467 1,766,611 138 * Preliminary, subject to change. Source: Urban Futures, Inc. and Piper Jaffray &Co. -30- RISK FACTORS The following information should be considered by prospective investors in evaluating the Refunding Bonds. However, the following does not purport to be an exhaustive listing of risks and other considerations which may be relevant to investing in the Refunding Bonds. In addition, the order in which the following information is presented is not intended to reflect the relative importance of any such risks. Assumptions and Projections To estimate the Tax Revenues available to pay debt service on the Refunding Bonds, the Agency has made certain assumptions with regard to the assessed valuation in the Project Area, future tax rates and percentage of taxes collected. The Agency believes these assumptions to be reasonable, but to the extent that the assessed valuation, the tax rates or the percentage of taxes collected are less than the Agency's assumptions, the Tax Revenues available to pay debt service on the Refunding Bonds will, in all likelihood, be less than those projected. Reduction in Taxable Value Tax Revenues allocated to the Agency are determined by the amount of incremental taxable value in the Project Area and the current rate or rates at which property in the Project Area is taxed. The reduction of taxable values of property caused by economic factors beyond the Agency's control, such as a relocation out of the Project Area by one or more major property owners, or the transfer, pursuant to California Revenue and Taxation Code Section 68, of a lower assessed valuation to property within the Project Area by a person displaced by eminent domain or similar proceedings, or the discovery of hazardous substances on a property within the Project Area (see "Hazardous Substances' below) or the complete or partial destruction of such property caused by, among other eventualities, an earthquake, flood (see "Seismic and Flood Factors" below) or other natural disaster, could cause a reduction in the Tax Revenues securing the Refunding Bonds. Property owners may also appeal to the County Assessor for a reduction of their assessed valuations or the County Assessor could order a blanket reduction in assessed valuations based on then current economic conditions. See "TAX REVENUES - Appeals of Assessed Values." Any reduction of assessed valuations and the resulting decline in Tax Revenues or the resulting property tax refunds could have an adverse effect on the Agency's ability to make timely payments of principal of and interest on the Refunding Bonds. Reduction in Inflationary Rate As described in greater detail below, Article XIIIA of the California Constitution provides that the full cash value base of real property used in determining taxable value may be adjusted from year to year to reflect the inflationary rate, not to exceed a 27o increase for any given year, or may be reduced to reflect a reduction in the consumer price index or comparable local data. Such measure is computed on a calendar year basis. Because Article XIIIA limits inflationary assessed value adjustments to the lesser of the actual inflationary rate or 2 percent, there have been years in which the assessed values were adjusted by actual inflationary rates, which were less than 27o. Until 2009 -10, since Article XIIIA was approved, the annual adjustment for inflation had fallen below the 27o limitation five times: in fiscal year 1983 -84, 1 %; in fiscal year 1995-96,1.197o; in fiscal year 1996 -97, 1.11 %; in fiscal year 1999 -00, 1.85 %; and in fiscal year 2004 -05, 1.867 %. However, the inflationary growth rate will be a negative - 0.237910 for 2010- 11.The Agency is -31- WOM unable to predict if any adjustments to the full cash value base of real property within the Project Area, whether an increase or a reduction, will be realized in the future. Real Estate and Development Risks The Agency's ability to make payments on the Refunding Bonds will in large measure depend on the continued economic strength of the Project Area. The market for real estate in the Project Area will be subject to all the risks generally associated with the local and regional economy. Projected development within the Project Area may be subject to unexpected delays, disruptions and changes. Real estate development may be adversely affected by changes in general economic conditions, fluctuations in the real estate market and interest rates, unexpected increases in development costs and by other similar factors. Further, real estate development within the Project Area could be adversely affected by future governmental policies, including governmental policies to restrict or control development. If projected development in the Project Area is delayed or halted, the economy of the Project Area could be affected causing a reduction of the Tax Revenues. In addition, if there is a decline in the general economy of the Project Area, the owners of property within the Project Area may be less able or less willing to make timely payments of property taxes causing a delay or stoppage of the Tax Revenues received by the Agency from the Project Area. In addition, the insolvency or bankruptcy of one or more large owners of property within the Project Area could delay or impair the receipt of Tax Increment by the Agency. Levy and Collection The Agency does not have any independent power to levy and collect property taxes. Any reduction in the tax rate or the implementation of any constitutional or legislative property tax decrease could reduce the Tax Revenues, and accordingly, could have an adverse impact on the ability of the Agency to repay the Refunding Bonds. Likewise, delinquencies in the payment of property taxes could have an adverse effect on the Agency's ability to make timely debt service payments. Additional Bonds As referenced under the caption "SECURITY FOR THE BONDS - Issuance of Parity Debt ", the Agency may issue or incur obligations payable from Tax Revenues on a parity with its pledge of Tax Revenues to payment of debt service on the Refunding Bonds and the previously issued Parity Debt. The existence of and the potential for such obligations increases the risks associated with the Agency's payment of debt service on the Refunding Bonds in the event of a decrease in the Agency's collection of Tax Revenues. Bankruptcy Risks The enforceability of the rights and remedies of the owners of the Refunding Bonds and the obligations of the Agency may become subject to the following: the federal bankruptcy code and applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or affecting the enforcement of creditors' rights generally, now or hereafter in effect; usual equitable principles which may limit the specific enforcement under state law of certain remedies: the exercise by the United States of America of the powers delegated to it by the federal Constitution; and the reasonable and necessary exercise, in certain exceptional situations of the police power inherent in the sovereignty of the State of California and its governmental bodies in the interest of servicing a significant and legitimate public purpose. Bankruptcy proceedings, or the exercise of powers by the federal or state government, if initiated, could subject the owners of the Refunding Bonds to judicial discretion and interpretation of their -32- rights in bankruptcy or otherwise and consequently may entail risks of delay, limitation, or modification of their rights. State Budget; ERAF Shift The State of California has been facing significant budget issues. In connection with its approval of the budget for the 1992 -93, 1993 -94, 1994 -95, 2002 -03, 2003 -04, 2004 -05, and 2005 -06, the State Legislature enacted legislation which, among other things, reallocated funds from redevelopment agencies to school districts by shifting a portion of each agency's tax increment, net of amounts due to other taxing agencies, to school districts for such fiscal years for deposit in the applicable county Education Revenue Augmentation Fund ( "ERAF "). These ERAF payments were paid timely by the Agency. In 2008, the State Legislature adopted, and the Governor of the State signed, legislation, Chapter 751, Statutes 2008 (AB 1389) ( "AB 1389 "), that among other things require redevelopment agencies to pay into ERAF in fiscal year 2008 -09, prior to May 10, 2009, an aggregate amount of $350 million. On April 30, 2009, a California Superior Court in California Redevelopment Association v. Genest (County of Sacramento) (Case No. 34- 2008 -00028334) held that the required payment by redevelopment agencies into ERAF in fiscal year 2008 -09 pursuant to AB 1389 violated the California constitution and invalidated and enjoined the operation of the California Health and Safety Code section requiring such payment. On May 26, 2009, the State filed a notice that it would appeal the decision of the Superior Court. However, on September 28, 2009, the State noticed its withdrawal of its appeal of California Redevelopment Association v. Genest. Accordingly, the Superior Court holding of invalidity of the applicable portion of AB 1389 relating to the ERAF payments is final. In connection with various legislation related to the budget for the State for its fiscal year 2009 -10, in late July 2009, the State legislature adopted, and the Governor of the State signed, Assembly Bill No. 26 4X (the "2009 SERAF Legislation "). The 2009 SERAF Legislation mandates that redevelopment agencies in the State make deposits to the Supplemental Educational Revenue Augmentation Fund ( "SERAF ") that is established in each county treasury throughout the State the aggregate amounts of $1.7 billion for fiscal year 2009 -10, which were due by May 10, 2010, and $350 million for fiscal year 2010 -11, which are due by May 10, 2011. The Agency timely paid the SERAF payment required for Fiscal Year 2009 -10 in the amount of $1,923,315. The Agency has preliminarily estimated that its SERAF payment will be $395,977 for Fiscal Year 2010 -11. Pursuant to the 2009 SERAF Legislation, redevelopment agencies may use any funds that are legally available and not legally obligated for other uses, including reserve funds, proceeds of land sales, proceeds of bonds or other indebtedness, lease revenues, interest and other earned income. The 2009 SERAF Legislation contains provisions that subordinate the obligation of redevelopment agencies to make the SERAF payments specified therein to certain indebtedness. Section 6 of ABX4 26, to be codified as California Health and Safety Code, § 33690 (a) (3), states: "The obligation of any agency to make the payments required pursuant to this subdivision shall be subordinate to the lien of any pledge of collateral securing, directly or indirectly, the payment of the principal, or interest on any bonds of the agency including, without limitation, bonds secured by a pledge of taxes allocated to the agency pursuant to Section 33670 of the California Health and Safety Code." -33- ., The 2009 SERAF Legislation imposes various restrictions on redevelopment agencies that fail to timely make the required SERAF payments, including (i) a prohibition on adding or expanding project areas, (ii) a prohibition on the incurrence of additional debt, (iii) limitations on the encumbrance and expenditure of funds, including funds for operation and administration expenses, and (iv) commencing with the July 1 following the due date of a SERAF annual payment that is not timely made, a 'requirement that the applicable redevelopment agency allocate an additional five percent (5 %) of all taxes that are allocated to the redevelopment agency under the Redevelopment Law for low and moderate income housing for the remainder of the time that the applicable redevelopment agency receives allocations of tax revenues under the Redevelopment Law. The five percent (5 %) additional housing set -aside penalty provision referred to in the 2009 SERAF Legislation (the "Penalty Set - Aside Requirement ") would be in addition to the twenty percent (20 %) of such tax revenues already required to be used for low and moderate income housing purposes. A redevelopment agency that borrows from amounts required to be allocated to its housing set aside funds to make required SERAF payments but does not timely repay the funds, will also be subject to the Penalty Set -Aside Requirement. While the 2009 SERAF Legislation contains provisions that subordinate the obligation of redevelopment agencies to make the SERAF payments specified therein to certain indebtedness (which would include a subordination of the Agency's obligations with respect to the new SERAF payments to the Agency's obligation to pay debt service on the Bonds), there is no provision in the 2009 SERAF Legislation subordinating the Penalty Set -Aside Requirement to any indebtedness of a redevelopment agency that fails to timely make the SERAF payments mandated by the SERAF Legislation or to timely repay borrowed housing set -aside funds. Accordingly, if the Agency fails to timely repay the SERAF Housing Loan, the Agency will be required to deposit an additional five percent (5 %) of its Tax Increment into the Low and Moderate Income Housing Fund. This will reduce the amount of Tax Revenues available to pay debt service on the Bonds and reduce the debt service coverage percentage shown in Table 8. However, see "THE PROJECT AREA - SERAF Housing Loan' for a description of the covenant of the Agency concerning repayment of the SERAF Housing Loan. The California Redevelopment Association, the Union City Redevelopment Agency and the Fountain Valley Redevelopment Agency filed a lawsuit in Sacramento County Superior Court on October 20, 2009, (the "CRA Litigation ") challenging the constitutionality of the 2009 SERAF Legislation and seeking a permanent injunction to prevent the State from taking redevelopment funds for non - redevelopment purposes. On May 4, 2010, the Superior Court ruled that the 2009 SERAF Legislation is constitutional, and as a consequence, the Agency timely paid the SERAF payment due by May 10, 2010 in the amount of $1,923,315. However, the California Redevelopment Association has appealed the judgment of the Superior Court. The Agency cannot predict whether or not the Court of Appeal will approve or overturn the judgment of the Superior Court or whether or not the Agency will be able to recover the amount of the SERAF payment for fiscal year 2009 -10 in the event the judgment of the Superior Court is overturned. Further, the Agency can not predict whether or not such judgment will be overturned regarding the SERAF payment for fiscal year 2010 -11. In addition, the Agency cannot predict what actions will be taken in the future by the State Legislature and the Governor to deal with changing State revenues and expenditures and the repercussions they may have on the fiscal year 2010 -11 State Budget and future State budgets. These developments at the State level may, in turn, affect local governments and agencies, including the Agency. The State Legislature may adopt other legislation requiring redevelopment agencies to make additional payments to ERAF or SERAF or to make other payments. The impact that current and future State fiscal shortfalls will have on the Agency is unknown. Furthermore, Proposition 22, the "Local Taxpayer, Public Safety, and Transportation -34- M. Act of 2010 ", is on the ballot for the November, 2010 General Election. If approved by the voters, Proposition 22 would specifically prohibit future takings of redevelopment moneys by the State. Information about the State budget and State spending is regularly available from various State offices, including the Department of Finance, the Office of the Legislative Analyst and the State Treasurer. However, none of such information is incorporated herein by such reference. Assessment Appeals Property taxable values may be reduced as a result of a successful appeal of the taxable value of property determined by the County Assessor. An appeal may result in a reduction to the County Assessor's original taxable value and a tax refund to the applicant property owner. An assessee may contest either (i) the original determination of the "base assessment value" of a parcel (i.e., the value assigned after a change of ownership or completion of new construction), or (ii) the "current assessment value" (i.e., the value as determined by the County Assessor, which may be no more than the base assessment value plus the compounded 2% annual inflation factor) when specified factors have caused the market value of the parcel to drop below current assessment value. At the time of reassessment, after a change of ownership or completion of new construction, the assessee may appeal the base assessment value of the property. Under an appeal of a base assessment value, the assessee appeals the actual underlying market value of the sales transaction or the recently completed improvement. A successful appeal of the base assessment value of a parcel has significant future revenue impacts, because a reduced base year assessment will reduce the compounded future value of the property prospectively. Except for the two percent inflation factor, the value of the property cannot be increased until a change in ownership occurs or additional improvements are added. Property owners may also appeal the value of property pursuant to Proposition 8. Proposition 8, approved in 1978, provides for the assessment of real property at the lesser of its originally determined (base year) full cash value compounded annually by the inflation factor, or its full cash value as of the lien date, taking into account reductions in value due to damage, destruction, obsolescence or other factors causing a decline in market value. Reductions based on Proposition 8 do not establish new base year values, and the property may be reassessed the following lien date up to the lower of the then - current fair market value or the factored base year value. Natural Disasters The areas in and surrounding the Project Area, like those in much of California, may be subject to unpredictable seismic activity or flooding. The occurrence of severe seismic activity and /or flooding in the Project Area could result in substantial damage to property located in the Project Area, and could lead to successful appeals for reduction of assessed values of such property. Such a reduction could result in a decrease in Tax Revenue collected by the Agency. The Project Area is located in an active seismic region. The San Andreas Fault, the Simi - Santa Rosa Fault, the Oak Ridge Fault, the San Cayetano Fault and the Santa Susana Fault are all in the vicinity of the City. The city's proximity to these faults makes the Project Area vulnerable to the hazards associated with ground shaking and soil instability, as well as ground rupture within the actual fault zones. In the southern part of the City, the California Division of Mines and Geology has designated an Alquist - Priiolo Fault Zone for many of the traces of the Simi -Santa Rosa Fault zone. The City requires development proposals involving large structures of subdivisions of more than four units to be accompanied by a geology report that locates any -35- S. surface trace of the Simi -Santa Rosa Fault and designates appropriate setback distances from the surface traces of the fault. Hazardous Substances An additional environmental condition that may result in the reduction in the assessed value of property would be the discovery of a hazardous substance that would limit the beneficial use of taxable property within the Project Area. In general, the owners and operators of a property may be required by law to remedy conditions of the property relating to releases or threatened releases of hazardous substances. The owner or operator may be required to remedy a hazardous substance condition of property whether or not the owner or operator has anything to do with creating or handling the hazardous substance. The effect, therefore, should any of the property within the Project Area be affected by a hazardous substance, could be to reduce the marketability and value of the property by the costs of remedying the condition. Change in Law In general, there can be no assurance that the California electorate will not at some future time adopt initiatives or that the Legislature will not enact legislation that will amend the Redevelopment Law or other laws or the Constitution of the State of California resulting in a reduction of Tax Increment. If any such subsequent initiative or legislation would impair the Agency's ability to make payments on the Bonds, such initiative or legislation may be subject to legal challenge. See "LIMITATIONS ON TAX REVENUES" below. Secondary Market There can be no guarantee that there will be a secondary market for the Refunding Bonds, or, if a secondary market exists, that such Refunding Bonds can be sold for any particular price. Occasionally, because of general market conditions or because of adverse history or economic prospects connected with a particular issue, secondary marketing practices in connection with a particular issue are suspended or terminated. Additionally, prices of issues for which a market is being made will depend upon the then prevailing circumstances. Such prices could be substantially different from the original purchase price. Loss of Tax Exemption As discussed under the caption "Tax Matters" herein, interest on the Refunding Bonds could become includable in gross income for purposes of federal income taxation retroactive to the date the Refunding Bonds were issued as a result of future acts or omissions of the Agency in violation of its covenants contained in the Indenture. Should such an event of taxability occur, the Refunding Bonds are not subject to special redemption or any increase in interest rate and may remain outstanding until maturity. The Agency currently anticipates using proceeds of the Refunding Bonds primarily for the construction of a building which, upon completion, is expected to be leased for human services, including to charitable organizations qualified as exempt from income tax under Section 501(c)(3) of the Internal Revenue Code (the "Code "). To the extent the proceeds of the Refunding Bonds are used to facilitate leases to such charitable organizations, the Agency has covenanted in the Second Supplemental Indenture to take such actions as are required to assure that any such charitable organization lessees and the respective leases to be entered into with them meet the requirements necessary under the Code to maintain the tax - exempt status of the Refunding Bonds as qualified Section 501(c)(3) bonds. If such leases are executed upon completion of the Project, the tax - exempt status of the Refunding Bonds will depend upon such -36- EN charitable organizations' maintenance of status as an organization described in Section 501(c)(3) of the Code and their use of the property leased for specified charitable purposes for so long as they are lessees. The maintenance of such status is contingent on compliance with general rules promulgated in the Code and related regulations regarding the organization and operation of such organizations. Loss of tax - exempt status by the lessee or a violation of use covenants by the lessee could potentially result in loss of tax exemption of the Refunding Bonds unless the Agency is able to terminate the lease prior to such adverse events occurring. -37- :: LIMITATIONS ON TAX REVENUES Property Tax Limitations - Article XIIIA California voters, on June 6, 1978, approved an amendment (commonly known as both Proposition 13 and the Jarvis -Gann Initiative) to the California Constitution. This amendment, which added Article XIIIA to the California Constitution, among other things, affects the valuation of real property for the purpose of taxation in that it defines the full cash value of property to mean "the county assessor's valuation of real property as shown on the 1975/76 tax bill under full cash value, or thereafter, the appraised value of real property when purchased, newly constructed, or a change in ownership has occurred after the 1975 assessment." The full cash value may be adjusted annually to reflect inflation at a rate not to exceed 2% per year, or any reduction in the consumer price index or comparable local data, or any reduction in the event of declining property value caused by damage, destruction or other factors. The amendment further limits the amount of any ad valorem tax on real property to 1 percent of the full cash value except that additional taxes may be levied to pay debt service on indebtedness approved by the voters prior to July 1, 1978. In addition, an amendment to Article XIII was adopted in June 1986 by initiative which exempts any bonded indebtedness approved by two - thirds of the votes cast by voters for the acquisition or improvement of real property from the 1 percent limitation. In the general election held November 4, 1986, voters of the State of California approved two measures, Propositions 58 and 60, which further amend Article XIIIA. Proposition 58 amends Article XIIIA to provide that the terms "purchased" and "change of ownership," for purposes of determining full cash value of property under Article XIIIA, do not include the purchase or transfer of (1) real property between spouses and (2) the principal residence and the first $1,000,000 of other property between parents and children. Proposition 60 amends Article XIIIA to permit the Legislature to allow persons over age 55 who sell their residence to buy or build another of equal or lesser value within two years in the same county, to transfer the old residence's assessed value to the new residence. Pursuant to Proposition 60, the Legislature has enacted legislation permitting counties to implement the provisions of Proposition 60. Challenges to Article XIIIA There have been many challenges to Article XIIIA of the California Constitution. Recently, the United States Supreme Court heard the appeal in Nordlinger v. Hahn, a challenge relating to residential property. Based upon the facts presented in Nordlinger, the United States Supreme Court held that the method of property tax assessment under Article XIIIA did not violate the federal Constitution. The Agency cannot predict whether there will be any future challenges to California's present system of property tax assessment and cannot evaluate the ultimate effect on the Agency's receipt of tax increment revenues should a future decision hold unconstitutional the method of assessing property. Implementing Legislation Legislation enacted by the California Legislature to implement Article XIIIA (Statutes of 1978, Chapter 292, as amended) provides that, notwithstanding any other law, local agencies may not levy any property tax, except to pay debt service on indebtedness approved by the voters prior to July 1, 1978, and that each county will levy the maximum tax permitted by Article XIIIA. 991 -B The apportionment of property taxes in fiscal years after 1978 -79 has been revised pursuant to Statutes of 1979, Chapter 282 which provides relief funds from State moneys beginning in fiscal year 1978/79 and is designed to provide a permanent system for sharing State taxes and budget surplus funds with local agencies. Under Chapter 282, cities and counties receive about one -third more of the remaining property tax revenues collected under Proposition 13 instead of direct State aid. School districts receive a correspondingly reduced amount of property taxes, but receive compensation directly from the State and are given additional relief. Future assessed valuation growth allowed under Article XIIIA (new construction, change of ownership, 2% annual value growth) will be allocated on the basis of "situs" among the jurisdictions that serve the tax rate area within which the growth occurs except for certain utility property assessed by the State Board of Equalization which is allocated by a different method discussed herein. Property Tax Collection Procedures Classifications. In California, property which is subject to ad valorem taxes is classified as "secured" or "unsecured." Secured and unsecured property are entered on separate parts of the assessment roll maintained by the county assessor. The secured classification includes property on which any property tax levied by the County becomes a lien on that property sufficient, in the opinion of the county assessor, to secure payment of the taxes. Every tax which becomes a lien on secured property has priority over all other liens on the secured property, regardless of the time of the creation of other liens. A tax levied on unsecured property does not become a lien against unsecured property, but may become a lien on certain other property owned by the taxpayer. Collections. The method of collecting delinquent taxes is substantially different for the two classifications of property. The taxing authority has four ways of collecting unsecured property taxes in the absence of timely payment by the taxpayer: (1) a civil action against the taxpayer; (2) filing a certificate in the office of the county clerk specifying certain facts in order to obtain a judgment lien on certain property of the taxpayer; (3) filing a certificate of delinquency for record in the county recorder's office, in order to obtain a lien on certain property of the taxpayer; and (4) seizure and sale of the personal property, improvements or possessory interests belonging or assessed to the assessee. The exclusive means of enforcing the payment of delinquent taxes with respect to property on the secured roll is the sale of property securing the taxes to the State for the amount of taxes which are delinquent. Penalties. A 10 percent penalty is added to delinquent taxes which have been levied with respect to property on the secured roll. In addition, property on the secured roll on which taxes are delinquent is declared in default on or about June 30 of the fiscal year. Such property may thereafter be redeemed by payment of the delinquent taxes and a delinquency penalty, plus a redemption penalty of 1.5 percent per month to the time of redemption and a $15 Redemption Fee. If taxes are unpaid for a period of five years or more, the property is recorded in a "Power to Sell" status and is subject to sale by the county tax collector. A 10 percent penalty also applies to the delinquent taxes on property on the unsecured roll, and further, an additional penalty of 1 -1 /2 percent per month accrues with respect to such taxes beginning the first day of the third month following the delinquency date. Delinquencies. The valuation of property is determined as of January 1 each year and equal installments of taxes levied upon secured property become delinquent on the following MUM M December 10 and April 10. Taxes on unsecured property are due January 1. Unsecured taxes enrolled by July 31, if unpaid, are delinquent August 31 at 5:00 p.m. and are subject to penalty; unsecured taxes added to roll after July 31, if unpaid, are delinquent on the last day of the month succeeding the month of enrollment. Supplemental Assessments. A bill enacted in 1983, SB 813 (Statutes of 1983, Chapter 498), provides for the supplemental assessment and taxation of property as of the occurrence of a change in ownership or completion of new construction. The statute may provide increased revenue to redevelopment agencies to the extent that supplemental assessments as a result of new construction or changes of ownership occur within the boundaries of redevelopment projects subsequent to the lien date. To the extent such supplemental assessments occur within the Project Area, Tax Revenues may increase. The projection of Tax Revenues assumes no revenue from supplemental assessments in future years. See "TAX REVENUES – Projected Tax Revenues ". Property Tax Administrative Costs. In 1990, the Legislature enacted SB 2557 (Statutes of 1990, Chapter 466) which allows counties to charge fees to local jurisdictions (including redevelopment agencies) for the cost of preparing and overseeing the tax roll. For Fiscal Year 2009 -10 the administrative fees charged to the Agency by the County for such services was $ for the Project Area, which is approximately 70 of the total tax increment revenues for the Project Area. Filing of Statement of Indebtedness. Under the Redevelopment Law, the Agency must file with the County a statement of indebtedness for the Project Area by October 1 of each year. As described below, the statement of indebtedness controls the amount of tax increment revenue that will be paid to the Agency in each fiscal year. Each statement of indebtedness is filed on a form prescribed by the State Controller and specifies, among other things: (i) the total amount of principal and interest payable on all loans, advances or indebtedness (including the Bonds and all Parity Debt) (the "Debt "), both over the life of the Debt and for the current fiscal year, and (ii) the amount of "available revenue" as of the end of the previous fiscal year. "Available Revenue" is calculated by subtracting the total payments on Debt during the previous fiscal year from the total revenues (both tax increment revenues and other revenues) received during the previous fiscal year, plus any carry forward from the prior fiscal year. The County may pay tax increment revenue to the Agency in any fiscal year only to the extent that the total remaining principal and interest on all Debt exceeds the amount of available revenues as shown on the statement of indebtedness. The statement of indebtedness constitutes prima facie evidence of the indebtedness of the Agency; however, the County may dispute the statement of indebtedness in certain cases within certain time limits established under State law. Any such dispute may be adjudicated in court, but only the amount of the Debt —not its validity (or any related contract or expenditures) —may be contested. No challenge can be made to payments to a trustee or fiscal agent in connection with a bond issue or payments to a public agency in connection with payments by that public agency with respect to a lease or a bond issue. Unitary Property AB 2890 (Statutes of 1986, Chapter 1457) provides that, commencing with the fiscal year 1988 -89, assessed value derived from State - assessed unitary property (consisting mostly of operational property owned by utility companies and herein defined as "Unitary Property ") is to be allocated county -wide as follows: (i) each tax rate area will receive the same amount from each assessed utility received in the previous fiscal year unless the applicable county -wide values are insufficient to do so, in which case values will be allocated to each tax rate area on a -40- 91 pro -rata basis; and (ii) if values to be allocated are greater than in the previous fiscal year, each tax rate area will receive a pro -rata share of the increase from each assessed utility according to a specified formula. Additionally, the lien date on State - assessed property has been changed to January 1. Railroad property will continue to be assessed and revenues allocated to all tax rate areas where the railroad property is sited. Appropriations Limitations - Article XIIIB On November 6, 1979, California voters approved Proposition 4, the so -called Gann Initiative, which added Article XIIIB to the California Constitution. The principal effect of Article XIIIB is to limit the annual appropriations of the State and any city, county, school district, authority or other political subdivision of the State to the level of appropriations for the prior fiscal year, as adjusted for changes in the cost of living, population and services rendered by the government entity. Effective November 30, 1980, the California Legislature added Section 33678 to the Redevelopment Law which provided that the allocation of taxes to a redevelopment agency for the purpose of paying principal of, or interest on, loans, advances, or indebtedness will not be deemed the receipt by such agency of proceeds of taxes levied by or on behalf of the agency within the meaning of Article XIIIB, nor will such portion of taxes be deemed receipt of taxes by, or an appropriation subject to the limitation of, any other public body within the meaning or for the purpose of the Constitution and laws of the State, including Section 33678 of the Redevelopment Law. Proposition 218 On November 5, 1996, California voters approved Proposition 218 —Voter Approval for Local Government Taxes — Limitation on Fees, Assessments, and Charges — Initiative Constitutional Amendment. Proposition 218 added Articles XIIIC and XIIID to the California Constitution, imposing certain vote requirements and other limitations on the imposition of new or increased taxes, assessments and property- related fees and charges. Tax Revenues securing the Refunding Bonds are derived from property taxes which are outside the scope of taxes, assessments and property- related fees and charges which were limited by Proposition 218. Future Initiatives Article XIIIA, Article XIIIB and certain other propositions affecting property tax levies were each adopted as measures which qualified for the ballot pursuant to California's initiative process. From time to time other initiative measures could be adopted, further affecting Agency revenues or the Agency's ability to expend revenues. LITIGATION There is no litigation pending or, to the Agency's knowledge, threatened in any way to restrain or enjoin the issuance, execution or delivery of the Refunding Bonds, to contest the validity of the Refunding Bonds, the Indenture or any proceedings of the Agency with respect thereto. In the opinion of the Agency and its counsel, there are no lawsuits or claims pending against the Agency which will materially affect the Agency's finances so as to impair the ability to pay principal of and interest on the Refunding Bonds when due. -41- 92 RATING Standard & Poor's Investors Services ( "S &P ") has assigned its municipal bond rating of to the Refunding Bonds with the understanding that upon delivery of the Refunding Bonds a policy insuring the payment when due of the principal of and interest on the Refunding Bonds will be issued by . In addition, S &P has assigned an underlying rating of " " to the Refunding Bonds. Such ratings reflect only the views of such organization and an explanation of the significance of such rating may be obtained from S &P. There is no assurance that such ratings will continue for any given period of time or that such ratings will not be revised downward or withdrawn entirely by such organization, if in its judgment circumstances so warrant. Any such downward revision or withdrawal of such ratings may have an adverse effect on the market price of the Refunding Bonds. TAX MATTERS In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, subject, however to the qualifications set forth below, under existing law, the interest on the Refunding Bonds is excluded from gross income for federal income tax purposes and such interest is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, provided, however, that, for the purpose of computing the alternative minimum tax imposed on corporations (as defined for federal income tax purposes), such interest is taken into account in determining certain income and earnings. The opinions set forth in the preceding paragraph are subject to the condition that the Agency comply with all requirements of the Internal Revenue Code of 1986 (the "Code ") that must be satisfied subsequent to the issuance of the Refunding Bonds in order that such interest be, or continue to be, excluded from gross income for federal income tax purposes. The Agency has covenanted to comply with each such requirement. Failure to comply with certain of such requirements may cause the inclusion of such interest in gross income for federal income tax purposes to be retroactive to the date of issuance of the Refunding Bonds. If the initial offering price to the public (excluding bond houses and brokers) at which a Refunding Bond is sold is less than the amount payable at maturity thereof, then such difference constitutes "original issue discount" for purposes of federal income taxes and State of California personal income taxes. If the initial offering price to the public (excluding bond houses and brokers) at which each Refunding Bond is sold is greater than the amount payable at maturity thereof, then such difference constitutes "original issue premium" for purposes of federal income taxes and State of California personal income taxes. Deminimis original issue discount is disregarded. Under the Code, original issue discount is treated as interest excluded from federal gross income and exempt from State of California personal income taxes to the extent properly allocable to each owner thereof subject to the limitations described in the first paragraph of this section. The original issue discount accrues over the term to maturity of the Refunding Bond on the basis of a constant interest rate compounded on each interest or principal payment date (with straightline interpolations between compounding dates). The amount of original issue discount accruing during each period is added to the adjusted basis of such Refunding Bonds to determine taxable gain upon disposition (including sale, redemption, or payment on maturity) of such Refunding Bond. The Code contains certain provisions relating to the accrual of CyIA 93 original issue discount in the case of purchasers of the Refunding Bonds who purchase the Refunding Bonds after the initial offering of a substantial amount of such maturity. Owners of such Refunding Bonds should consult their own tax advisors with respect to the tax consequences of ownership of Refunding Bonds with original issue discount, including the treatment of purchasers who do not purchase in the original offering, the allowance of a deduction for any Refunding Bonds on a sale or other disposition, and the treatment of accrued original issue discount on such Refunding Bonds under federal individual and corporate alternative minimum taxes. Under the Code, original issue premium is amortized on an annual basis over the term of the Refunding Bond (said term being the shorter of the Refunding Bond's maturity date or its call date). The amount of original issue premium amortized each year reduces the adjusted basis of the owner of the Refunding Bond for purposes of determining taxable gain or loss upon disposition. The amount of original issue premium on a Refunding Bond is amortized each year over the term to maturity of the Refunding Bond on the basis of a constant interest rate compounded on each interest or principal payment date (with straightline interpolations between compounding dates). Amortized Refunding Bond premium is not deductible for federal income tax purposes. Owners of Refunding Bonds, including purchasers who do not purchase in the original offering, should consult their own tax advisors with respect to State of California personal income tax and federal income tax consequences of owning such Refunding Bonds. In the further opinion of Bond Counsel, interest on the Refunding Bonds is exempt from California personal income taxes. Owners of the Refunding Bonds should be aware that the ownership or disposition of, or the accrual or receipt of interest on, the Refunding Bonds may have federal or state tax consequences other than as described above. Bond Counsel expresses no opinion regarding any federal or state tax consequences arising with respect to the Refunding Bonds other than as expressly described above. CERTAIN LEGAL MATTERS The legal opinion of Bond Counsel, approving the validity of the Bonds, in substantially the form attached hereto as Appendix D, will be made available to purchasers at the time of original delivery of the Bonds, and a copy thereof will be printed on each Bond. Certain matters with respect to this Official Statement will be considered on behalf of the Agency by Jones Hall, A Professional Law Corporation ( "Disclosure Counsel "). Certain matters will be passed upon for the Agency by the City Attorney, serving as Agency Counsel. Payment of the fees of Bond Counsel and Disclosure Counsel is contingent upon issuance of the Bonds. CONTINUING DISCLOSURE The Agency has covenanted, pursuant to a Continuing Disclosure Certificate executed on the date of delivery of the Refunding Bonds, for the benefit of owners and beneficial owners of the Refunding Bonds to provide certain financial information and operating data related to the Agency by not later than nine months following the end of the Agency's Fiscal Year (the "Annual Report"), and to provide notices of the occurrence of certain enumerated events, if material. The Annual Report will be filed by the Agency with each Nationally Recognized -43- M Municipal Securities Information Repository, and with the appropriate State information depository, if any. The notices of material events will be filed by the Agency with the Municipal Securities Rulemaking Board (and with the appropriate State information depository, if any). The specific nature of the information to be contained in the Annual Report and any notices of material events is summarized below under the caption "CONTINUING DISCLOSURE" below. A copy of the Continuing Disclosure Certificate is set forth in Appendix E - Form of Continuing Disclosure Certificate. The covenants of the Agency in the Continuing Disclosure Certificate have been made in order to assist the underwriter of the Refunding Bonds in complying with S.E.C. Rule 15c2- 12(b)(5). The Agency has had no instance in the previous five years in which it failed to comply in all material respects with any previous continuing disclosure obligation under the Rule. UNDERWRITING The Agency will initially sell the Refunding Bonds to the Moorpark Public Financing Authority (the "Authority "). Piper Jaffray & Co. (the "Underwriter ") has agreed, subject to certain conditions, to purchase the Refunding Bonds from the Authority at a purchase price of $ (being the principal amount of the Refunding Bonds less an original issue discount of $ , and less an underwriter's discount of $ ). The initial public offering prices to be stated on the cover of this Official Statement may be changed from time to time by the Underwriter. The Underwriter may offer and sell Underwritten Bonds to certain dealers, dealer banks, banks acting as agents and others at prices lower than said public offering prices. -44- 95 FINANCIAL ADVISOR The City has retained Urban Futures Incorporated, of Orange, California, as financial advisor (the "Financial Advisor ") in connection with the issuance of the Bonds. The Financial Advisor is not obligated to undertake, and has not undertaken to make, an independent verification or assume responsibility for the accuracy, completeness, or fairness of the information contained in this Official Statement. Urban Futures Incorporated is an independent financial advisory firm and is not engaged in the business of underwriting, trading or distributing municipal securities or other public securities. MISCELLANEOUS All summaries of the Indenture, applicable legislation, agreements and other documents are made subject to the provisions of such documents and do not purport to be complete statements of any or all of such provisions. Reference is hereby made to such documents on file with the Agency for further information in connection therewith. Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. The execution and delivery of this Official Statement has been duly authorized by the Agency. REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK By: Executive Director -45- .- APPENDIX A CITY OF MOORPARK GENERAL INFORMATION The following information concerning the City and the County of Ventura is included only for the purpose of supplying general information regarding the area of the District. The Refunding Bonds are not a debt of the City, the County, the State or any of its political subdivisions, and neither the City, the County, the State nor any of its political subdivisions is liable therefor. Population The table below shows population estimates for the City, County of Ventura and the State of California for the last five years. CITY OF MOORPARK, COUNTY OF VENTURA AND STATE OF CALIFORNIA Population Estimates Calendar City of County of State of Year Moorpark Ventura California 2006 35,665 814,853 37,087,005 2007 35,926 820,470 37,463,609 2008 36,617 827,191 37,871,509 2009 37,051 835,298 38,255,508 2010 37,576 844,713 38,648,090 Source: State Department of Finance estimates. A -1 97 Employment and Industry The unemployment rate in the Ventura County was 11.3 percent in July 2010, up from a revised 10.6 percent in June 2010, and above the year -ago estimate of 10.8 percent. This compares with an unadjusted unemployment rate of 12.8 percent for California and 9.7 percent for the nation during the same period. The following table shows civilian labor force and wage and salary employment data for the Oxnard - Thousand Oaks- Ventura Metropolitan Statistical Area, which is coterminous with Ventura County and, therefore, includes the City of Ventura, for the past five calendar years. These figures are area -wide statistics and may not necessarily accurately reflect employment trends in the City. OXNARD- THOUSAND OAKS - VENTURA METROPOLITAN STATISTICAL AREA Civilian Labor Force, Employment and Unemployment (Annual Averages) Civilian Labor Force Employment Unemployment Unemployment Rate Wage and Sala1y Employment: (2) Agriculture Mining and Logging Construction Manufacturing Wholesale Trade Retail Trade Trans., Warehousing and Utilities Information Finance and Insurance Real Estate and Rental and Leasing Professional and Business Services Educational and Health Services Leisure and Hospitality Other Services Federal Government State Government Local Government Total, All Industries "' 2005 2006 2007 2008 416,800 422,000 425,600 431,400 431,300 396,800 403,800 404,900 404,400 388,200 19,900 18,100 20,700 26,900 43,100 4.87o 4.3% 4.9% 6.2% 10.0% 22,500 22,900 24,000 25,100 24,000 800 1,100 1,100 1,200 1,200 18,800 20,500 18,800 16,700 13,300 37,700 38,400 38,000 35,900 32,600 12,500 12,600 13,000 12,800 12,100 36,500 37,600 37,600 37,300 34,700 4,800 5,100 5,100 5,000 4,300 6,200 6,000 5,800 5,600 5,200 20,000 19,600 17,900 16,400 16,100 4,400 4,500 4,800 4,700 4,300 38,300 39,300 38,300 38,300 36,100 28,300 28,900 30,500 31,800 32,200 29,200 30,500 32,000 31,500 29,500 10,400 10,200 9,900 10,000 9,400 7,400 7,500 7,300 7,300 7,400 2,300 2,400 2,600 2,700 2,600 32,400 32,700 33,200 33,100 33,000 313,700 320,700 320,800 316,400 299,000 (1) Labor force data is by place of residence; includes self - employed individuals, household domestic workers, and workers on strike. (2) Industry employment is by place of work; excludes self - employed individuals, household domestic workers, and workers on strike. (3) Totals may not add due to rounding. Source: State of California Employment Development Department. A -2 unpaid family workers, unpaid family workers, •• Major Employers The following table lists the major employers within the City and the County. Source: California Employment Development Department, extracted from The America's Labor Market Information System (ALMIS) Employer Database. Effective Buying Income "Effective Buying Income" is defined as personal income less personal tax and nontax payments, a number often referred to as "disposable" or "after -tax" income. Personal income is the aggregate of wages and salaries, other labor - related income (such as employer contributions to private pension funds), proprietor's income, rental income (which includes imputed rental income of owner - occupants of non -farm dwellings), dividends paid by corporations, interest income from all sources, and transfer payments (such as pensions and welfare assistance). Deducted from this total are personal taxes (federal, state and local), nontax payments (fines, fees, penalties, etc.) and personal contributions to social insurance. According to U.S. government definitions, the resultant figure is commonly known as "disposable personal income." The following table summarizes the total effective buying income for the City, the County, the State and the United States for the period 2005 through 2009. A -3 • •1 VENTURA COUNTY Major Employers As of January 2010 Employer Name Location Indus Amgen Inc Thousand Oaks Biotechnology Products and Services Anthem Blue Cross Westlake Village Health Care Management Baxter Healthcare Westlake Village Medical Groups Blue Cross Of California Westlake Village Insurance Boskovich Farms Inc. Oxnard Fruits & Vegetable Growers and Shippers Calif. State - Channel Islands School Camarillo Schools Coleman Welding Ventura Welding Community Memorial Hospital Ventura Hospitals Farmers Insurance Group Of Co Simi Valley Insurance Haas Automation Inc. Oxnard Machinery Manufacturer Harbor Freight Tools Camarillo Tools -New & Used Harbor Freight Tools Camarillo Bolts, Nut, Screws, Rivets'Washers JMB Industries LLC Oxnard Street Cleaning Los Robles Hospital & Med Ctr Thousand Oaks Hospitals Moorpark College Moorpark Schools- Universities & Colleges Academic Nancy Reagan Breast Ctr Simi Valley Mammograph Naval Air Warfare Ctr Weapons Point Mugu Nawc Federal Government - National Security Naval Construction Battalion Port Hueneme Federal Government-National Security Oxnard College Oxnard College Sheriff's Department- Jails Ventura Sheriff Simi Valley Hospital Simi Valley Hospitals St John's Regional Medical Ctr Oxnard Hospitals Ventura County Executive Offices Ventura Govemmen9 Zebra Technologies Corp Camarillo Manufacturers Source: California Employment Development Department, extracted from The America's Labor Market Information System (ALMIS) Employer Database. Effective Buying Income "Effective Buying Income" is defined as personal income less personal tax and nontax payments, a number often referred to as "disposable" or "after -tax" income. Personal income is the aggregate of wages and salaries, other labor - related income (such as employer contributions to private pension funds), proprietor's income, rental income (which includes imputed rental income of owner - occupants of non -farm dwellings), dividends paid by corporations, interest income from all sources, and transfer payments (such as pensions and welfare assistance). Deducted from this total are personal taxes (federal, state and local), nontax payments (fines, fees, penalties, etc.) and personal contributions to social insurance. According to U.S. government definitions, the resultant figure is commonly known as "disposable personal income." The following table summarizes the total effective buying income for the City, the County, the State and the United States for the period 2005 through 2009. A -3 • •1 CITY OF MOORPARK; VENTURA COUNTY Effective Buying Income As of January 1, 2005 through 2009 Source: The Neilson Company (US), Inc A -4 100 Total Effective Median Household Buying Income Effective Buying Year Area (000's Omitted) Income 2005 City of Moorpark $ 812,663 $65,641 Ventura County 17,665,402 54,108 California 720,798,106 44,681 United States 5,894,663,750 40,529 2006 City of Moorpark $ 845,318 $68,804 Ventura County 18,619,655 56,424 California 764,120,963 46,275 United States 6,107,092,244 41,255 2007 City of Moorpark $ 902,675 $74,370 Ventura County 20,238,013 59,954 California 814,894,438 48,203 United States 6,300,794,040 41,792 2008 City of Moorpark $ 909,955 $73,847 Ventura County 19,931,933 59,275 California 832,531,445 498,952 United States 6,443,994,426 42,303 2009 City of Moorpark $ 945,568 $75,767 Ventura County 20,448,570 62,193 California 844,823,319 49,736 United States 6,571,536,768 43,252 Source: The Neilson Company (US), Inc A -4 100 Commercial Activity During the first three quarters of calendar year 2009, total taxable transactions in the City of Moorpark were reported to be $196,972,000, a 9.370 decrease over the total taxable transactions of $217,069,000 that were reported in the City during the first three quarters of calendar year 2008. A summary of historic taxable sales within the City during the past five years is shown in the following table. Annual figures are not yet available for 2009. CITY OF MOORPARK Taxable Retail Sales Number of Permits and Valuation of Taxable Transactions (Dollars in Thousands) Source. California State Board of Equalization, Taxable Sales in California (Sales & Use Tax). During the first three quarters of calendar year 2009, total taxable transactions in the County of Ventura were reported to be $7,253,240,000, a 15.170 decrease over the total taxable transactions of $8,545,298,000 that were reported in the County during the first three quarters of calendar year 2008. A summary of historic taxable sales within the County during the past five years is shown in the following table. Annual figures are not yet available for 2009. VENTURA COUNTY Taxable Retail Sales Number of Permits and Valuation of Taxable Transactions (Dollars in Thousands) Retail Stores Total All Outlets Total All Outlets Number Taxable Number Taxable Taxable of Permits Transactions of Permits Transactions Transactions 2004 227 $170,189 747 $231,780 2005 242 181,440 766 251,076 2006 254 191,377 767 261,049 2007 256 214,013 767 285,945 2008 274 221,838 789 290,250 Source. California State Board of Equalization, Taxable Sales in California (Sales & Use Tax). During the first three quarters of calendar year 2009, total taxable transactions in the County of Ventura were reported to be $7,253,240,000, a 15.170 decrease over the total taxable transactions of $8,545,298,000 that were reported in the County during the first three quarters of calendar year 2008. A summary of historic taxable sales within the County during the past five years is shown in the following table. Annual figures are not yet available for 2009. VENTURA COUNTY Taxable Retail Sales Number of Permits and Valuation of Taxable Transactions (Dollars in Thousands) Source: California State Board of Equalization, Taxable Sales in California (Sales & Use Tax). A -5 101 Retail Stores Total All Outlets Number Taxable Number Taxable of Permits Transactions of Permits Transactions 2004 8,036 $8,316,604 23,797 $11,176,821 2005 8,273 8,781,725 24,228 11,909,068 2006 8,469 8,901,901 24,093 12,316,912 2007 8,623 8,822,848 23,953 12,230,207 2008 8,902 8,075,751 23,940 11,322,410 Source: California State Board of Equalization, Taxable Sales in California (Sales & Use Tax). A -5 101 Construction Activity The following table shows a five -year summary of the valuation of building permits issued in the City. CITY OF MOORPARK Building Permit Valuation (Valuation in Thousands of Dollars) Source: Construction Industry Research Board, Building Permit Summary. The following table shows a five -year summary of the valuation of building permits issued in the County. VENTURA COUNTY Building Permit Valuation (Valuation in Thousands of Dollars) 2005 2006 2007 2008 2009 Permit Valuation New Single -family $27,991.5 $99,531.4 $18,508.3 $18,923.2 $18,859.7 New Multi- family 0.0 0.0 5,501.4 2,839.1 6,169.3 Res. Alterations /Additions 3,338.9 3,580.0 3.053.5 2,366.5 1,740.0 Total Residential 31,330.5 103,111.4 27,063.2 24,128.8 26,769.0 New Commercial 0.0 8,455.2 4,871.1 9,873.1 0.0 New Industrial 0.0 4,070.1 0.0 0.0 0.0 New Other 2,543.5 6,016.7 3,316.3 1,320.0 914.0 Com. Alterations /Additions 4,465.5 5.354.2 9,638.4 4805.6 1,999.5 Total Nonresidential $7,009.0 $23,896.2 $17,825.9 15,998.7 2,913.5 New Dwelling Units Single Family 76 278 61 64 48 Multiple Family 0 0 36 21 30 TOTAL 76 278 97 85 78 Source: Construction Industry Research Board, Building Permit Summary. The following table shows a five -year summary of the valuation of building permits issued in the County. VENTURA COUNTY Building Permit Valuation (Valuation in Thousands of Dollars) Source: Construction Industry Research Board, Building Permit Summary A -6 102 2005 2006 2007 2008 2009 Permit Valuation New Single - family $816,280.9 $490,209.4 $218,176.6 $119,157.3 $81,959.7 New Multi- family 232,904.1 143,184.6 145,424.2 82,5423 32,433.1 Res. Alterations/ Additions 136,680.2 122,632.7 100,261.4 79,040.2 60,450.2 Total Residential 1,185,865.2 756,026.7 463,862.2 280,739.8 174,843.0 New Commercial 127,994.5 133,318.0 143,630.7 120,076.7 30,640.9 New Industrial 22,548.9 21,429.8 29,407.8 16,258.5 16,561.1 New Other 99,325.9 60,671.5 48,598.8 49,012.6 31,878.8 Com. Alterations /Additions 121,638.3 110,182.8 124,144.5 159,278.0 74,224.4 Total Nonresidential $371,507.6 $325,602.1 $345,781.9 344,625.9 153,305.2 New Dwelling Units Single Family 2,593 1,560 736 354 231 Multiple Family 1,923 901 11111 488 173 TOTAL 4,516 2,461 1,847 842 404 Source: Construction Industry Research Board, Building Permit Summary A -6 102 APPENDIX B AUDITED FINANCIAL STATEMENTS OF THE AGENCY FOR FISCAL YEAR ENDED JUNE 30, 2009 B -1 103 APPENDIX C SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE OF TRUST C -1 104 APPENDIX D FORM OF BOND COUNSEL OPINION , 2010 Redevelopment Agency of the City of Moorpark 799 Moorpark Avenue Roseville, California 93021 OPINION: $ Redevelopment Agency of the City of Moorpark Moorpark Redevelopment Project, 2006 Redevelopment Bonds Members of the Agency: We have acted as bond counsel in connection with the issuance by the Redevelopment Agency of the City of Moorpark (the "Agency ") of its $ principal amount Redevelopment Agency of the City of Moorpark, Moorpark Redevelopment Project 2010 Tax Allocation Refunding Bonds (the 'Bonds "), pursuant to the Community Redevelopment Law, constituting Part 1 (commencing with Section 33000) of Division 24 of the Health and Safety Code of the State of California (the "Law "), a resolution of the Agency adopted on 2010, and an Indenture of Trust, dated as of May 1, 1999 (the "1999 Indenture "), as supplemented by a First Supplemental Indenture of Trust, dated as of December 1, 2001 , supplemented by a Second Supplemental Indenture dated as of December 1, 2006, and supplemented by a Third Supplemental Indenture dated as of , 2010, by and between the Agency and The Bank of New York Mellon Trust Company, N.A. (the "Trustee "). The 1999 Indenture, as so supplemented, is referred to herein as the "Indenture ". We have examined the Law and such certified proceedings and other papers as we deem necessary to render this opinion. As to questions of fact material to our opinion, we have relied upon representations of the Agency contained in the Resolution and in certified proceedings and other certifications of public officials furnished to us, without undertaking to verify such facts by independent investigation. Based upon the foregoing, we are of the opinion, under existing law, as follows: 1. The Agency is duly created and validly existing as a public body, corporate and politic, with the power to execute and deliver the Indenture, perform the agreements on its part contained therein and issue the Bonds. D -1 105 2. The Indenture has been duly executed and delivered by the Agency and constitutes a valid and binding obligation of the Agency enforceable upon the Agency. 3. Pursuant to the Law, the Indenture creates a valid lien on the funds pledged by the Indenture for the security of the Bonds and any Parity Debt issued pursuant to the Indenture, subject to no prior lien granted under the Law. 4. The Bonds have been duly authorized, executed and delivered by the Agency and are valid and binding special obligations of the Agency, payable solely from the sources provided therefor in the Indenture. 5. The interest on the Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; it should be noted, however, that, for the purpose of computing the alternative minimum tax imposed on corporations (as defined for federal income tax purposes), such interest is taken into account in determining certain income and earnings. The opinions set forth in the preceding sentence are subject to the condition that the Agency comply with all requirements of the Internal Revenue Code of 1986 that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be, or continue to be, excluded from gross income for federal income tax purposes. The Agency has covenanted to comply with each such requirement. Failure to comply with certain of such requirements may cause the inclusion of interest on the Bonds in gross income for federal income tax purposes to be retroactive to the date of issuance of the Bonds. We express no opinion regarding other federal tax consequences arising with respect to the Bonds. 6. The interest on the Bonds is exempt from personal income taxation imposed by the State of California. The rights of the owners of the Bonds and the enforceability of the Bonds and the Resolution may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted and may also be subject to the exercise of judicial discretion in appropriate cases. Respectfully submitted, A Professional Law Corporation D -2 106 APPENDIX E FORM OF CONTINUING DISCLOSURE AGREEMENT Redevelopment Agency of the City of Moorpark Moorpark Redevelopment Project 2010 Tax Allocation Refunding Bonds This Continuing Disclosure Certificate (the "Disclosure Certificate ") is executed and delivered by the Redevelopment Agency of the City of Moorpark (the "Agency ") in connection with the issuance of the Agency's $ Moorpark Redevelopment Project 2010 Tax Allocation Refunding Bonds (the 'Bonds "). The Bonds are being issued pursuant to an Indenture of Trust dated as of May 1, 1999, by and between the Agency and BNY Western Trust Company (now known as The Bank of New York Trust Company, N.A., as trustee (the "Trustee ") and a First Supplemental Indenture of Trust dated as of December 1, 2001, a Second Supplemental Indenture of Trust, dated as of December 1, 2006, and a Third Supplemental Indenture of Trust, dated as of ' 2010 (as supplemented, the "Indenture "). The Agency hereby covenants and agrees as follows: Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Agency for the benefit of the holders and beneficial owners of the Bonds and in order to assist the Participating Underwriters in complying with S.E.C. Rule 15c2- 12(b)(5). Section 2. Definitions. In addition to the definitions set forth in the Indenture, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Annual Report" shall mean any Annual Report provided by the Agency pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. "Dissemination Agent" shall mean the Agency, or any successor Dissemination Agent designated in writing by the Agency and which has filed with the Agency a written acceptance of such designation. "Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure Certificate. "MSRB" means the Municipal Securities Rulemaking Board, which has been designated by the Securities and Exchange Commission as the sole repository of disclosure information for purposes of the Rule. "Participating Underwriter" shall mean any of the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds. "Repository" shall mean each National Repository and each State Repository. "Rule" shall mean Rule 15c2- 12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. D -1 107 "State Repository" shall mean any public or private repository or entity designated by the State of California as a state repository for the purpose of the Rule and recognized as such by the Securities and Exchange Commission. As of the date of this Disclosure Certificate, there is no State Repository. Section 3. Provision of Annual Reports. (a) The Agency shall, or shall cause the Dissemination Agent to, not later than seven (7) months after the end of the Agency's fiscal year (which currently would be January 31 each year based on the Agency's fiscal year ending June 30), commencing with the report for the 2009 -10 Fiscal Year, provide to the MSRB, in electronic form as prescribed by the MSRB, an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. Not later than fifteen (15) Business Days prior to said date, the Agency shall provide the Annual Report to the Dissemination Agent (if other than the Agency). The Annual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the Agency may be submitted separately from the balance of the Annual Report, and later than the date required above for the filing of the Annual Report if not available by that date. If the Agency's fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(c). (b) If the Agency is unable to provide to the Repositories an Annual Report by the date required in subsection (a), the Agency shall provided to the MSRB, in electronic format as prescribed by the MSRB, a notice in substantially the form attached as Exhibit A. (c) The Dissemination Agent shall: (i) determine each year prior to the Annual Report Date the then - applicable rules and electronic format prescribed by the MSRB for the filing of annual continuing disclosure reports; and (ii) if the Dissemination Agent is other than the Agency, file a report with the Agency certifying that the Annual Report has been provided pursuant to this Disclosure Certificate, stating the date it was provided and listing all the Repositories to which it was provided. Section 4. Content of Annual Reports. The Agency's Annual Report shall contain or incorporate by reference the following: (a) Audited Financial Statements of the Agency prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If the Agency's audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available. (b) The following information concerning the Agency's Moorpark Redevelopment Project (the "Project Area ") for the most recently completed fiscal year, but such information need not be provided for any fiscal year in which Tax Revenues (as defined in the Indenture) are in excess of 125% of Maximum Annual Debt Service (as defined in the Indenture): I9ba . (i) Taxable assessed values in the Project Area for the most recent fiscal year; (ii) Tax Revenues for the most recent fiscal year; (iii) An update of the ten largest assesses in the Project Area; (iv) Issuance by the Agency of any Parity Debt (including date of issue, amount, term, rating, and any applicable bond insurance), since the date of the last annual report; (v) Tax levy, percentage of current year levy collected, percentage of current levy delinquent, total collections and total collections as a percentage of the most recent year's tax levy; (vi) Amount of all Agency debt outstanding secured by a pledge of the Tax Revenues and cumulative amount of Tax Revenues received by the Agency to date; and (vii) Current year annual debt service and debt service coverage ratio for the Bonds and all Parity Debt of the Agency. (c) In addition to any of the information expressly required to be provided under paragraphs (a) and (b) of this Section, the Agency shall provide such further information, if any, as may be necessary to make the specifically required statements, in the light of the circumstances under which they are made, not misleading. Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the Agency or related public entities, which have been submitted to the MSRB or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the MSRB. The Agency shall clearly identify each such other document so included by reference. Section 5. Reporting of Significant Events. (a) Pursuant to the provisions of this Section 5, the Agency shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, if material: (i) Principal and interest payment delinquencies. (ii) Non - payment related defaults. (ii) Unscheduled draws on debt service reserves reflecting financial difficulties. (iv) Unscheduled draws on credit enhancements reflecting financial difficulties. (v) Substitution of credit or liquidity providers, or their failure to perform. (vi) Adverse tax opinions or events affecting the tax - exempt status of the security. (vii) Modifications to rights of security holders. (viii) Contingent or unscheduled bond calls. (ix) Defeasances. (x) Release, substitution, or sale of property securing repayment of the securities. (xi) Rating changes. (b) Whenever the Agency obtains knowledge of the occurrence of a Listed Event, the Agency shall as soon as possible determine if such event would be material under applicable Federal Securities law. D -3 109 W If the Agency determines that knowledge of the occurrence of a Listed Event would be material under applicable Federal securities law, the Agency shall promptly file a notice of such occurrence with the MSRB, in electronic format as prescribed by the MSRB. Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(8) and (9) need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to holders of affected Bonds pursuant to the Indenture. Section 6. Identifying Information for Filings with the MSRB. All documents provided to the MSRB under the Disclosure Certificate shall be accompanied by identifying information as prescribed by the MSRB. Section 7. Termination of Reporting Obligation. The Agency's obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the Agency shall give notice of such termination in the same manner as for a Listed Event under Section 5(c). Section 8. Dissemination Agent. The Agency may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Agent, with or without appointing a successor Dissemination Agent. The initial Dissemination Agent shall'be the Agency. Section 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the Agency may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied: (a) if the amendment or waiver relates to the provisions of Sections 3(a), 4 or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature, or status of an obligated person with respect to the Bonds, or type of business conducted; (b) the undertakings herein, as proposed to be amended or waived, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the primary offering of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) the proposed amendment or waiver either (i) is approved by holders of the Bonds in the manner provided in the Indenture for amendments to the Indenture with the consent of holders, or (ii) does not, in the opinion of the Trustee or nationally recognized bond counsel, materially impair the interests of the holders or beneficial owners of the Bonds. If the annual financial information or operating data to be provided in the Annual Report is amended pursuant to the provisions hereof, the first annual financial information filed pursuant hereto containing the amended operating data or financial information shall explain, in narrative form, the reasons for the amendment and the impact of the change in the type of operating data or financial information being provided. If an amendment is made to the undertaking specifying the accounting principles to be followed in preparing financial statements, the annual financial information for the year in which the change is made shall present a comparison between the financial statements or information prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. The comparison shall include a qualitative discussion of the differences in the accounting principles and the impact of the change in the accounting D -4 110 principles on the presentation of the financial information, in order to provide information to investors to enable them to evaluate the ability of the Agency to meet its obligations. To the extent reasonably feasible, the comparison shall be quantitative. A notice of the change in the accounting principles shall be sent to the Repositories in the same manner as for a Listed Event under Section 5(c). Section 10. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the Agency from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the Agency chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the Agency shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. Section 11. Default. In the event of a failure of the Agency to comply with any provision of this Disclosure Certificate any holder or beneficial owner of the Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Agency to comply with its obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Indenture, and the sole remedy under this Disclosure Certificate in the event of any failure of the Agency to comply with this Disclosure Certificate shall be an action to compel performance. Section 12. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the Agency agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct. The obligations of the Agency under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. Section 13. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Agency, the Dissemination Agent, the Participating Underwriters and holders and beneficial owners from time to time of the Bonds, and shall create no rights in any other person or entity. Dated: , 2010 REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK By: D -5 Executive Director ill ACCEPTANCE OF DISSEMINATION AGENT: The undersigned hereby accepts the designation of Dissemination Agent and Continuing Disclosure Agent and agrees to the duties of the Dissemination Agent and Continuing Disclosure Agent set forth in the foregoing Continuing Disclosure Certificate. URBAN FUTURES INCORPORATED By: Authorized Signatory M. left EXHIBIT A FORM OF NOTICE OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: Redevelopment Agency of the City of Moorpark Name of Bond Issues: $ Moorpark Redevelopment Project 2010 Tax Allocation Refunding Bonds Date of Issuance: 12010 NOTICE IS HEREBY GIVEN that the Redevelopment Agency of the City of Moorpark (the "Issuer") has not provided an Annual Report with respect to the above -named Bonds as required by the Indenture of Trust, dated as of May 1, 1999, as supplemented thereafter, by and between the Issuer and The Bank of New York Trust Mellon Company, N.A, as trustee. The Issuer anticipates that the Annual Report will be filed by Dated: cc: Trustee REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK By: Title: D -7 113 APPENDIX F THE BOON ENTRY -ONLY SYSTEM The following description of the Depository Trust Company ( "DTC "), the procedures and record keeping with respect to beneficial ownership interests in the Refunding Bonds, payment of principal, interest and other payments on the Refunding Bonds to DTC Participants or Beneficial Owners, confirmation and transfer of beneficial ownership interest in the Refunding Bonds and other related transactions by and between DTC, the DTC Participants and the Beneficial Owners is based solely on information provided by DTC. Accordingly, no representations can be made concerning these matters and neither the DTC Participants nor the Beneficial Owners should rely on the foregoing information with respect to such matters, but should instead confirm the same with DTC or the DTC Participants, as the case may be. Neither the issuer of the Refunding Bonds (the "Issuer ") nor the Trustee appointed with respect to the Refunding Bonds (the "Trustee ") take any responsibility for the information contained in this Appendix. No assurances can be given that DTC, DTC Participants or Indirect Participants will distribute to the Beneficial Owners (a) payments of interest, principal or premium, if any, with respect to the Refunding Bonds, (b) certificates representing ownership interest in or other confirmation or ownership interest in the Refunding Bonds, or (c) redemption or other notices sent to DTC or Cede & Co., its nominee, as the registered owner of the Refunding Bonds, or that they will so do on a timely basis, or that DTC, DTC Participants or DTC Indirect Participants will act in the manner described in this Appendix. The current "Rules" applicable to DTC are on file with the Securities and Exchange Commission and the current "Procedures" of DTC to be followed in dealing with DTC Participants are on file with DTC. DTC and its Participants. The Depository Trust Company ( "DTC "), New York, NY, will act as securities depository for the Refunding Bonds. The Refunding Bonds will be issued as fully- registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully - registered security certificate will be issued for each maturity of the Refunding Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC. DTC, the world's largest depository, is a limited - purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 2 million issues of U.S. and non -U.S. equity issues, corporate and municipal debt issues, and money market instruments from over 85 countries that DTC's participants ( "Direct Participants ") deposit with DTC. DTC also facilitates the post -trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book -entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non -U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly -owned subsidiary of The Depository Trust & Clearing Corporation ( "DTCC "). DTCC, in turn, is owned by a number of Direct Participants of DTC and Members of the National Securities Clearing Corporation, Government Securities Clearing Corporation, MBS Clearing Corporation, and Emerging Markets Clearing Corporation, (respectively, "NSCC ", "GSCC ", "MBSCC ", and "EMCC ", also subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as both U.S. and non -U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a F -i 114 custodial relationship with a Direct Participant, either directly or indirectly ( "Indirect Participants "). DTC has Standard & Poor's highest rating: AAA. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. Book -Entry Only System. Purchases of the Refunding Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Refunding Bonds on DTC's records. The ownership interest of each actual purchaser of each Security ( "Beneficial Owner ") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Refunding Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Refunding Bonds, except in the event that use of the book -entry system for the Refunding Bonds is discontinued. To facilitate subsequent transfers, all Refunding Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of the Refunding Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Refunding Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Refunding Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of the Refunding Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Refunding Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Security documents. For example, Beneficial Owners of the Refunding Bonds may wish to ascertain that the nominee holding the Refunding Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the Refunding Bonds within an issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Refunding Bonds unless authorized by a Direct Participant in accordance with DTC's Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Refunding Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). F -2 115 Payments of principal of, premium, if any, and interest evidenced by the Refunding Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the Issuer or the Trustee, on payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC (nor its nominee), the Issuer or the Trustee, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal of, premium, if any, and interest evidenced by the Refunding Bonds to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Issuer or the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as depository with respect to the Refunding Bonds at any time by giving reasonable notice to the Issuer or the Trustee. Under such circumstances, in the event that a successor depository is not obtained, Security certificates are required to be printed and delivered. The Issuer may decide to discontinue use of the system of book -entry transfers through DTC (or a successor securities depository). In that event, Refunding Bond certificates will be printed and delivered. Discontinuance of DTC Services. In the event that (a) DTC determines not to continue to act as securities depository for the Refunding Bonds, or (b) the Issuer determines that DTC will no longer so act and delivers a written certificate to the Trustee to that effect, then the Issuer will discontinue the Book -Entry Only System with DTC for the Refunding Bonds. If the Issuer determines to replace DTC with another qualified securities depository, the Issuer will prepare or direct the preparation of a new single separate, fully registered Refunding Bond for each maturity of the Refunding Bonds registered in the name of such successor or substitute securities depository as are not inconsistent with the terms of the Trustee Agreement executed in connection with the Refunding Bonds. If the Issuer fails to identify another qualified securities depository to replace the incumbent securities depository for the Refunding Bonds, then the Refunding Bonds will no longer be restricted to being registered in the Refunding Bond registration books in the name of the incumbent securities depository or its nominee, but will be registered in whatever name or names the incumbent securities depository or its nominee transferring or exchanging the Refunding Bonds designates. If the Book -Entry Only System is discontinued, the following provisions would also apply: (i) the Refunding Bonds will be made available in physical form, (ii) principal of, and redemption premiums, if any, on, the Refunding Bonds will be payable upon surrender thereof at the corporate trust office of the Trustee, (iii) interest on the Refunding Bonds will be payable by check mailed by first -class mail or, upon the written request of any Owner of $1,000,000 or more in aggregate principal amount of Refunding Bonds received by the Trustee on or prior to the 15th day of the calendar month immediately preceding the interest payment date, by wire transfer in immediately available funds to an account with a financial institution within the continental United States of America designated by such Owner, and (iv) the Refunding Bonds will be transferable and exchangeable as provided in the Trustee Agreement adopted in connection with the Refunding Bonds. P -3 116 APPENDIX G SPECIMEN MUNICIPAL BOND INSURANCE POLICY F -1 181FA