City of Culver City, California
Agenda Item Report
Meeting Date: 08/26/2013 Item Number: C-2
SUCCESSOR AGENCY BOARD AGENDA ITEM: Adoption of Resolution
Authorizing the Issuance of Tax Allocation Refunding Bonds, Series 2013A and
Related Actions.
Contact Person/Dept.: Jeff Muir,
Finance
Phone Number: (310) 253-5865
Fiscal Impact: Yes [X] No [] General Fund: Yes [] No [X]
Public Hearing: [] Action Item: [] Attachments: [X]
Commission Action Required: Yes [] No [X] Date: _______________
Public Notification: (E-Mail) Meetings and Agendas – Successor Agency (08/20/12)
Department Approval:
Jeff Muir (08/19/13)
Successor Agency General Counsel Approval:
Carol Schwab (by H. Baker) (08/20/13)
Chief Financial Officer Approval:
Jeff Muir (08/19/13)
Executive Director Approval:
John Nachbar (08/20/13)
RECOMMENDATION:
Staff recommends the Successor Agency Board adopt a proposed resolution
authorizing the issuance of its Tax Allocation Refunding Bonds, Series 2013A;
approving a form of Sixth Supplemental Indenture, a form of Purchase Contract and
a form of Continuing Disclosure Agreement; making certain related determinations
and authorizing other related actions.
BACKGROUND:
On July 8, 2013, the Successor Agency Board adopted Resolutions required to
proceed with refunding certain outstanding tax allocation bonds of the former Culver
City Redevelopment Agency (Former CCRA). Such debt refundings are permitted
under the Assembly Bill 1484 (the Redevelopment Elimination “clean up” Bill – AB
1484) as long as the term of the bonds stays the same, and no new debt is incurred.
The estimated savings from this transaction will allow the Successor Agency access
to additional funding to retire its required obligations and ultimately make more
funding available for taxing entities which include the City of Culver City and the
Culver City Unified School District (CCUSD).
The Oversight Board of the Successor Agency to the Culver City Redevelopment
Agency adopted similar resolutions at a Special Meeting on July 11, 2013. The
State Department of Finance has provided their approval of moving forward with this
transaction.
City of Culver City, California
Agenda Item Report
DISCUSSION:
In October 1999, the Former CCRA issued $31,940,000 in 1999 Series A Tax
Allocation Refunding Bonds to refund a portion of the 1989 Loans made to the
Former CCRA by the Culver City Redevelopment Financing Authority and refund on
a current basis certain outstanding bonds of the Authority (the 1989 Bonds), as well
as fund certain redevelopment activities of benefit to the Former CCRA’s Project
Area. Currently, the Former CCRA has outstanding 1999 Series A bonds available
for refunding (refinancing) of $19,225,000 ($1,170,000 of which mature on
November 1, 2013).
In April 2002, the Former CCRA issued $28,280,000 in Tax Allocation Bonds, 2002
Series A to fund certain redevelopment activities of benefit to the Former CCRA’s
Project Area. Currently, the Former CCRA has outstanding 2002 Series A bonds
available for refunding of $17,465,000 (of which $1,170,000 mature on November 1,
2013) for a total refunding of $36,690,000 in bonds.
AB 1484 permits successor agencies to refund outstanding bonds and other
obligations of a former redevelopment agency which requires the approval of the
Successor Agency, Oversight Board and the California Department of Finance.
Based on current market conditions, it is anticipated that the refunding of the Tax
Allocation Refunding Bonds, 1999 Series A and the 2002 Series A Tax Allocation
Bonds will produce an annual reduction in bond payments of approximately
$274,000 and $180,000, respectively, for a total of $454,000 in annual savings as
indicated in the debt service savings report. This same reduction in annual bond
payments frees up additional property tax revenues for use by the Successor
Agency or distribution to the affected taxing entities. To the extent these additional
funds are distributed to taxing entities, this will result in an annual increase of
approximately $59,000 in property tax revenues to the City, and approximately
$105,000 to CCUSD.
The next step in moving forward with the refunding bonds requires the Successor
Agency Board to adopt the attached resolution which includes the following actions:
1. Approves the issuance of bonds; and
2. Approves a form of Sixth Supplemental Indenture between the Successor
Agency and the Trustee; and
3. Approves a form of Continuing Disclosure Agreement between the Successor
Agency and Trustee; and
4. Approves a form of Purchase Contract between the Successor Agency and
the Underwriter (Stifel, Nicolaus & Company, Incorporated); and
5. Authorizes the purchase of bond insurance or a surety bond if it is determined
to be financially advantageous to the transaction; and
6. Authorizes the Successor Agency to recover its costs of issuance, including
reimbursement for staff time; and City of Culver City, California
Agenda Item Report
7. Appoints U.S. Bank National Association as Trustee and Escrow Bank;
Orrick, Herrington and Sutcliffe LLP as Bond Counsel; Jones Hall as
Disclosure Counsel; Keyser, Marston & Associates as Fiscal Consultant; and
Fieldmann Rolapp & Associates as Financial Advisor.
8. Authorizes officers and staff of the Successor Agency to take other actions
necessary to effectuate the transaction.
After Successor Agency Board approval, the Oversight Board must also adopt a
resolution approving the Successor Agency’s resolution and moving forward with the
transaction. The final step is for the Oversight Board to send a copy of its adopted
resolution for approval to the California Department of Finance which has sixty days
to approve the refunding of the bonds.
FISCAL ANALYSIS:
The fiscal impact of the issuance of refunding bonds will result in the annual
reduction of approximately $454,000 in bond payments which frees up a similar
amount in property tax revenues for utilization by the Successor Agency or
distribution to affected taxing entities. If distributed to taxing entities, this will result in
an annual increase of $59,000 in property tax revenues to the City’s General Fund.
ATTACHMENTS:
1. Proposed Resolution
2. Debt Service Savings Report
MOTION:
That the Successor Agency Board:
Adopt a resolution authorizing the issuance of its Tax Allocation Refunding Bonds,
Series 2013A; approving a form of Sixth Supplemental Indenture, a form of
Purchase Contract and a form of Continuing Disclosure Agreement; making certain
related determinations and authorizing other connected actions.
MEETING DATE: 08/26/2013
AGENDA ITEM: Adoption of Resolution Authorizing the Issuance of
Tax Allocation Refunding Bonds, Series 2013A and
Related Actions.
ATTACHMENTS
1. Resolution Directing the Successor Agency to
Commence Refunding Outstanding 1999 Series A and
2002 Series A Tax Allocation Bonds
|1010|2. Form of Sixth Supplemental Indenture
|1010|3. Form of Continuing Disclosure Certificate 26
4. Form of Purchase Contract 35
5. Debt Service Savings Report 50
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SUCCESSOR AGENCY TO THE CULVER CITY REDEVELOPMENT AGENCY
and
U.S. BANK NATIONAL ASSOCIATION
as Trustee
SIXTH SUPPLEMENTAL INDENTURE
Dated as of [DATED DATE]
Relating to:
$XX,000,000
Successor Agency to the Culver City Redevelopment Agency
Tax Allocation Refunding Bonds,
Series 2013A
(Culver City Redevelopment Project)
8TABLE OF CONTENTS
Page
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ARTICLE I AUTHORITY, AMENDMENTS AND CONTINUING
DISCLOSURE ................................................................................................. 3
Section 1.01 Supplemental Indenture ....................................................................... 3
Section 1.02 Authority for Sixth Supplemental ...................................................... 3
Section 1.03 Amendments to Indenture .................................................................. 3
Section 1.04 Compliance with the Dissolution Act ................................................. 4
Section 1.05 Continuing Disclosure ......................................................................... 5
ARTICLE II THE SERIES 2013A BONDS ......................................................................... 5
Section 2.01 Authorization ....................................................................................... 5
Section 2.02 Terms of Series 2013A Bonds ............................................................. 5
Section 2.03 Form of Series 2013A Bonds ............................................................... 7
Section 2.04 Book-Entry System ............................................................................ 7
Section 2.05 Redemption of Series 2013A Bonds .................................................. 7
Section 2.06 General Redemption Provisions ........................................................ 8
Section 2.07 Application of Proceeds of Series 2013A Bonds .............................. 8
ARTICLE III MISCELLANEOUS ...................................................................................... 8
Section 3.01 Executions in Counterparts ................................................................ 8
Section 3.02 Governing Law .................................................................................. 8
APPENDIX A [FORM OF SERIES 2013A BOND] ........................................................... A-1
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SIXTH SUPPLEMENTAL INDENTURE
This Sixth Supplemental Indenture, dated as of [DATED DATE], (the “Sixth
Supplement”) is entered into by and between the Successor Agency to the Culver City
Redevelopment Agency, a public body, corporate and politic (the “Agency”), and U.S. Bank
National Association, a national banking association duly organized and existing under laws of
the United States of America and authorized to accept and execute trusts of the character herein
set forth, as trustee (the “Trustee”).
R E C I T A L S
WHEREAS, pursuant to the Community Redevelopment Law (Part 1 of Division 24 of
the Health and Safety Code of the State of California and referred to herein as the “Law”), the
City Council of the City of Culver City (the “City”) created the former Culver City
Redevelopment Agency (the “RDA”);
WHEREAS, the RDA was a redevelopment agency, a public body, corporate and politic
duly created, established and authorized to transact business and exercise its powers, all under
and pursuant to the Law, and the powers of such agency included the power to issue bonds for
any of its corporate purposes;
WHEREAS, California Assembly Bill No. 26 (First Extraordinary Session) (“ABX1 26”)
adopted on June 29, 2011, dissolved all redevelopment agencies and community development
agencies in existence in the State of California, as of February 1, 2012, and designated
“successor agencies” and “oversight boards” to satisfy “enforceable obligations” of the former
redevelopment agencies and administer dissolution and wind down of the former redevelopment
agencies;
WHEREAS, pursuant to (“ABX1 26”) and Resolution No. 2012-R001, adopted by the
City Council of the City on January 9, 2012, the City agreed to serve as the successor agency
(referred to herein as the “Agency”) to the RDA, commencing upon the dissolution of the RDA
on February 1, 2012;
WHEREAS, on June 27, 2012 as part of the Fiscal Year 2012-2013 State of California
budget bill, the Governor signed into law Assembly Bill 1484 (“AB 1484”), which modified or
added to some of the provisions of ABX1 26, including provisions related to the refunding of
outstanding redevelopment agency bonds and the expenditure of remaining bond proceeds
derived from redevelopment agency bonds issued on or before December 31, 2010;
WHEREAS, Health & Safety Code Section 34177.5 authorizes successor agencies to
refund outstanding bonds provided that (i) the total interest cost to maturity on the refunding
bonds or other indebtedness plus the principal amount of the refunding bonds or other
indebtedness shall not exceed the total remaining interest cost to maturity on the bonds or other
indebtedness to be refunded plus the remaining principal of the bonds or other indebtedness to be
refunded, and (ii) the principal amount of the refunding bonds or other indebtedness shall not
exceed the amount required to defease the refunded bonds or other indebtedness, to establish
customary debt service reserves, and to pay related costs of issuance;
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WHEREAS, a redevelopment plan for a redevelopment project known and designated as
the “Culver City Redevelopment Project,” was adopted and approved by Ordinance Nos. 98-014
and 98-015, adopted by the City Council of the City on November 23, 1998, together with all
amendments thereof, and all requirements of law for, and precedent to, the adoption and
approval of said plan were duly complied with;
WHEREAS, the plan contemplated that the RDA would issue its bonds to finance and/or
refinance a portion of the cost of such redevelopment;
WHEREAS, pursuant to an Indenture, dated as of October 1, 1999 (the “Master
Indenture”), by and between the Agency and U.S. Bank National Association, as successor
trustee (the “Trustee”), as amended and supplemented by a First Supplemental Indenture, dated
as of April 1, 2002 (the “First Supplement”), a Second Supplemental Indenture, dated as of April
1, 2004 (the “Second Supplement”), a Third Supplemental Indenture, dated as of March 1, 2005
(the Third Supplement”), a Fourth Supplemental Indenture, dated as of June 11, 2007 (the
“Fourth Supplement”) and a Fifth Supplemental Indenture, dated as of March 1, 2011 (the “Fifth
Supplement”), each by and between the Agency and the Trustee, the Agency has previously
issued its Tax Allocation Refunding Bonds, 1999 Series A (Culver City Redevelopment Project)
(the “Series 1999 Bonds”), Tax Allocation Bonds, 2002 Series A (Culver City Redevelopment
Project) (the “Series 2002 Bonds”), Tax Allocation Refunding Bonds, 2004 Series A (Culver
City Redevelopment Project) (the “Series 2004 Bonds”), Tax Allocation Refunding Bonds, 2005
Series A (Culver City Redevelopment Project) (the “Series 2005 Bonds”), Capital Appreciation
Tax Allocation Bonds, 2011 Series A (Culver City Redevelopment Project) (the “Series 2011A
Bonds”) and Taxable Tax Allocation Bonds, 2011 Series B (Culver City Redevelopment
Project) (the “Series 2011B Bonds”);
WHEREAS, the Agency, by Resolution No. 2013-SA-____, adopted on __________,
2013 (the “Resolution”), authorized the issuance of not to exceed $XX,000,000 aggregate
principal amount of its Tax Allocation Refunding Bonds, Series 2013A (Culver City
Redevelopment Project) (the “Series 2013A Bonds”) for the purpose of refinancing portions of
the redevelopment project within the Project Area through the refunding of the Series 1999
Bonds and the Series 2002 Bonds;
WHEREAS, the Agency has determined to issue the Series 2013A Bonds pursuant to the
Master Indenture, the First Supplement, the Second Supplement, the Third Supplement, the
Fourth Supplement, the Fifth Supplement and this Sixth Supplement, and as hereinafter
supplemented, is referred to as the “Indenture;”
WHEREAS, the Indenture provides that the Agency may issue subsequent series of
Additional Bonds from time to time by a Supplemental Indenture, subject to the conditions and
limitations contained in the Law, the Dissolution Act, herein defined, and Section 4.01 of the
Indenture;
WHEREAS, the conditions and limitations contained in the Law, the Dissolution Act and
Section 4.01 of the Indenture have been satisfied or will be satisfied at the time of the issuance of
the Series 2013A Bonds;
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WHEREAS, the Agency has further determined that the amendments and supplements to
the Indenture herein contained are necessary and desirable and can be made pursuant to Section
8.01 of the Indenture without the consent of any Bondholders but with the consent of the
Bond Insurer, to the extent required; and
WHEREAS, all things necessary to cause the Series 2013A Bonds, when authenticated
by the Trustee and issued as in this Sixth Supplement and the Master Indenture, the First
Supplement, the Second Supplement, the Third Supplement, the Fourth Supplement and the Fifth
Supplement provided, to be legal, special obligations of the Agency, enforceable in accordance
with their terms, and to constitute this Sixth Supplement and the Master Indenture, the First
Supplement, the Second Supplement, the Third Supplement, the Fourth Supplement and the Fifth
Supplement a valid agreement for the uses and purposes herein set forth in accordance with their
terms, have been done and taken, and the creation, execution and delivery of this Sixth
Supplement and the creation, execution and issuance of the Series 2013A Bonds, subject to the
terms hereof, have in all respects been duly authorized;
NOW THEREFORE, THIS SIXTH SUPPLEMENT TO TRUST INDENTURE
WITNESSETH, that in order to secure the payment of the principal of, and the interest and
premium, if any, on, all Bonds at any time issued and outstanding under the Indenture, according
to their tenor, and to secure the performance and observance of all the covenants and conditions
therein and herein set forth, and to declare the terms and conditions upon and subject to which
the Bonds are to be issued and received, and in consideration of the premises and of the mutual
covenants herein contained and of the purchase and acceptance of the Bonds by the owners
thereof, and for other valuable considerations, the receipt whereof is hereby acknowledged, the
Agency does hereby covenant and agree with the Trustee, for the benefit of the respective
holders from time to time of the Bonds, as follows:
ARTICLE I
AUTHORITY, AMENDMENTS AND CONTINUING DISCLOSURE
Section 1.01 Supplemental Indenture. This Sixth Supplement is supplemental to the
Master Indenture, as previously amended and supplemented. Save and except as amended and
supplemented by the First Supplement, the Second Supplement, the Third Supplement, the
Fourth Supplement, the Fifth Supplement and this Sixth Supplement, the Master Indenture shall
remain in full force and effect.
Section 1.02 Authority for Sixth Supplemental. This Sixth Supplemental is adopted (i)
pursuant to the provisions of the Law, the Dissolution Act, and (ii) in accordance with Article IV
and Article VIII of the Master Indenture.
Section 1.03 Amendments to Indenture. (a) Except as provided by this Sixth
Supplement, all terms which are defined in Section 1.01 of the Master Indenture (as heretofore
amended), shall have the same meanings, respectively, in this Sixth Supplement. The following
additional terms shall, for all purposes of the Indenture, have the following meanings:
“Closing Date” means, with respect to the Series 2013A Bonds, December __, 2013.
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“Dissolution Act” means Parts 1.8 (commencing with Section 34161) and 1.85
(commencing with Section 34170) of the Law.
“DOF” means the State of California Department of Finance.
“Escrow Agreement” means the Escrow Agreement, dated as of [DATED DATE],
between the Agency and U.S. Bank National Association, as Escrow Bank.
“Oversight Board” means the oversight board duly constituted from time to time pursuant
to Section 34179 of the Dissolution Act.
[“2013 Policy” means the policy of municipal bond insurance issued by the Series 2013A
Bond Insurer in connection with the Series 2013A Bonds.]
“Recognized Obligation Payment Schedule” means a Recognized Obligation Payment
Schedule, each prepared and approved from time to time pursuant to subdivision (l) of
Section 34177 of the Dissolution Act.
“Redevelopment Obligation Retirement Fund” means the fund by that name established
pursuant to Section 34170.5 (b) of the Law and administered by the Agency.
“Redevelopment Property Tax Trust Fund” means the fund by that name established
pursuant to Section 34170.5 (a) of the Law and administered by the County auditor-
controller.
“Refunding Escrow” means the Refunding Escrow established pursuant to the Escrow
Agreement.
“Sixth Supplement” means this Sixth Supplemental Indenture, dated as of [DATED
DATE], by and between the Agency and the Trustee.
“Series 2013A Bonds” means the Successor Agency to the Culver City Redevelopment
Agency Tax Allocation Refunding Bonds, Series 2013A (Culver City Redevelopment Project),
issued pursuant to this Sixth Supplement.
The following provisions of the Indenture are amended in the following manner:
Section 6.01 of the Indenture is amended by adding the following second sentence: The
Agency will take all actions required under the Dissolution Act to include on the
Recognized Obligation Payment Schedules for each six-month period all payments to the
Trustee to satisfy the requirements of the Indenture, including any amounts required
under the Indenture to replenish the Reserve Account of the Debt Service Fund to the full
amount of the Reserve Account Requirement.
Section 1.04 Compliance with the Dissolution Act. The Agency covenants that in
addition to complying with the requirements of the second sentence of Section 6.01 hereof, it
will comply with all other requirements of the Dissolution Act. Without limiting the generality of
the foregoing, the Agency covenants and agrees to file all required statements and hold all public
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hearings required under the Dissolution Act to assure compliance by the Agency with its
covenants under the Indenture. Further, the Agency will take all actions required under the
Dissolution Act to include scheduled debt service on the Bonds, as well as any amount required
under the Indenture to replenish the Reserve Account, in Recognized Obligation Payment
Schedules for each six-month period so as to enable the County Auditor-Controller to distribute
from the Redevelopment Property Tax Trust Fund to the Agency’s Redevelopment Obligation
Retirement Fund on each January 2 and June 1 amounts required for the Agency to pay principal
of, and interest on, the Bonds coming due in the respective six-month period. These actions will
include, without limitation, placing on the periodic Recognized Obligation Payment Schedule for
approval by the Oversight Board and the DOF, to the extent necessary, the amounts to be held by
the Agency as a reserve until the next six-month period, as contemplated by paragraph (1)(A) of
subdivision (d) of Section 34171 of the Dissolution Act, that are necessary to provide for the
payment of principal and interest under the Indenture when the next property tax allocation is
projected to be insufficient to pay all obligations due under the Indenture for the next payment
due in the following six-month period.
Section 1.05 Continuing Disclosure. The Agency hereby covenants and agrees that it
will comply with and carry out all of the provisions of the Continuing Disclosure Agreement
executed by the Agency in connection with the issuance of the Series 2013A Bonds (the
“Continuing Disclosure Agreement”). Notwithstanding any other provision of this Indenture,
failure of the Agency to comply with the Continuing Disclosure Agreement shall not be
considered an Event of Default hereunder; provided, however, that the Trustee at the written
direction of any underwriter or the Owners of at least 25% aggregate principal amount of Series
2013A Bonds, shall (but only to the extent funds in an amount satisfactory to the Trustee have
been provided to it or it has been otherwise indemnified to its satisfaction from any cost, liability,
expense or additional charges and fees of the Trustee whatsoever, including, without limitation,
fees and expenses of its attorneys), or any Owner or beneficial owner of the Series 2013A Bonds
may, take such actions as may be necessary and appropriate to compel performance, including
seeking mandate or specific performance by court order.
ARTICLE II
THE SERIES 2013A BONDS
Section 2.01 Authorization. The Series 2013A Bonds are hereby authorized to be
issued for the purpose of financing costs of the Project.
Section 2.02 Terms of Series 2013A Bonds. The Series 2013A Bonds authorized to be
issued by the Agency under and subject to the terms of the Indenture and the Law shall be
designated the “Successor Agency to the Culver City Redevelopment Agency Tax Allocation
Refunding Bonds, Series 2013A (Culver City Redevelopment Project)” and shall be in the
aggregate principal amount of $XX,000,000. The Series 2013A Bonds shall be dated as of the
Closing Date for the Series 2013A Bonds, shall bear interest at such rates (payable on May 1 and
November 1 in each year, commencing May 1, 2014) and shall mature and become payable as to
principal on November 1 in each of the years in the amounts set forth below:
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Maturity Date
(Nov. 1)
Principal
Amount
Interest
Rate
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
Interest on the Series 2013A Bonds shall be computed on the basis of a 360-day year of
twelve 30-day months.
The Series 2013A Bonds shall be issued as fully registered bonds in the denomination of
$5,000, or any integral multiple of $5,000 (not exceeding the principal amount of Series 2013A
Bonds maturing at any one time). The Series 2013A Bonds shall be numbered as determined by
the Trustee. The Series 2013A Bonds shall bear interest from the Interest Payment Date next
preceding the date of authentication thereof, unless (i) such date of authentication is during the
period from the 16th day of the month next preceding an Interest Payment Date to and including
such Interest Payment Date, in which event they shall bear interest from such Interest Payment
Date, or (ii) such date of authentication is on or before the 15th day of the month next preceding
the first Interest Payment Date, in which event they shall bear interest from their dated date;
provided, however, that if, at the time of authentication of any Series 2013A Bond, interest is
then in default on the Outstanding Series 2013A Bonds, such Series 2013A Bond shall bear
interest from the Interest Payment Date to which interest previously has been paid or made
available for payment on the Outstanding Series 2013A Bonds. Payment of interest on the Series
2013A Bonds due on or before the maturity or prior redemption of such Series 2013A Bonds
shall be made to the person whose name appears on the bond registration books of the Trustee as
the registered owner thereof, as of the close of business on the 15th day of the month next
preceding the Interest Payment Date. Subject to Section 2.12 of the Master Indenture, such
interest is to be paid by check mailed on each Interest Payment Date by first-class mail to such
registered owner at his address as it appears on such books, or, upon written request received by
the Trustee prior to the 15th day of the month preceding an Interest Payment Date, of an Owner
of at least $1,000,000 in aggregate principal amount of Series 2013A Bonds, by wire transfer in
immediately available funds to an account within the United States designated by such Owner.
Principal of and redemption premiums, if any, on the Series 2013A Bonds shall be
payable upon the surrender thereof at maturity or the earlier redemption thereof at the Trust
Office. Principal of and redemption premiums, if any, and interest on the Series 2013A Bonds
shall be paid in lawful money of the United States of America.
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Section 2.03 Form of Series 2013A Bonds. The Series 2013A Bonds and the certificate
of authentication and the assignment to appear thereon, shall be substantially in the forms
attached hereto as Appendix A with necessary or appropriate variations, omissions and insertions
as permitted or required by this Sixth Supplemental Indenture.
Section 2.04 Book-Entry System. The Series 2013A Bonds shall be initially issued as
Book-Entry Bonds, in accordance with Section 2.12 of the Master Indenture.
Section 2.05 Redemption of Series 2013A Bonds.
(a) Optional Redemption. The Series 2013A Bonds maturing on or before
[November 1, 2023] shall not be subject to optional redemption by the Agency. The Series
2013A Bonds maturing on November 1, 2024 shall be subject to redemption as a whole or in
part, as the Agency shall designate (which designation shall be in writing and shall be delivered
to the Trustee no later than 45 days or such shorter period as acceptable to the Trustee prior to
the redemption date) and by lot within a maturity, in integral multiples of $5,000 principal
amount, prior to their maturity at the option of the Agency on any date on or after November 1,
2023, from funds derived by the Agency from any source, at a redemption price equal to 100
percent of the principal amount of Series 2013A Bonds called for redemption, together with
interest accrued thereon to the redemption date.
(b) Mandatory Sinking Account Redemption. The Series 2013A Bonds
maturing on November 1, 2020 are subject to redemption prior to their stated maturity, in part by
lot, from Sinking Account Installments deposited in the Sinking Account, at the principal amount
thereof and interest accrued thereon to the date fixed for redemption, without premium,
according to the following schedule:
Redemption Date
(November 1)
Principal Amount
to be Redeemed
2015
2016
2017
2018
2019
2020*
____________
* maturity.
The Series 2013A Bonds maturing on November 1, 2025 are subject to
redemption prior to their stated maturity, in part by lot, from Sinking Account Installments
deposited in the Sinking Account, at the principal amount thereof and interest accrued thereon to
the date fixed for redemption, without premium, according to the following schedule:
Redemption Date
(November 1)
Principal Amount
to be Redeemed
2021
2022
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2023
2025*
____________
* maturity.
Section 2.06 General Redemption Provisions. Except as otherwise provided in this
Sixth Supplemental Indenture, the provisions set forth in Section 2.04(c) of the Master Indenture
shall apply to the Series 2013A Bonds. Without limiting the provisions set forth elsewhere in the
Indenture, it is hereby clarified that the Agency shall have the right to rescind any optional
redemption by written notice of rescission. Any notice of optional redemption of Series 2013A
Bonds shall be cancelled and annulled if for any reason funds are not available on the date fixed
for redemption for the payment in full of the Series 2013A Bonds then called for redemption.
Neither such cancellation nor lack of available funds shall constitute an Event of Default under
the Indenture. The Agency and the Trustee shall have no liability to the Owners or any other
party related to or arising from such rescission of redemption. The Trustee shall send notices of
rescission of such redemption in the same manner as the original notices of redemption were
sent.
Section 2.07 Application of Proceeds of Series 2013A Bonds. On the Closing Date,
the Trustee shall receive proceeds from the sale of the Series 2013A Bonds in the amount of
$________________ (representing the aggregate principal amount of the Series 2013A Bonds,
less an underwriter’s discount of $____________). Immediately upon receipt, the Trustee shall
(i) credit $______________ of such proceeds to the escrow fund established under the Escrow
Agreement, (ii) deposit the amount of $_____________ in the Series 2013A Subaccount of the
Reserve Account, and (iii) deposit the balance of $_____________ in the Series 2013A Expense
Account of the Expense Fund.
ARTICLE III
MISCELLANEOUS
Section 3.01 Executions in Counterparts. This Sixth Supplemental Indenture may be
executed in any number of counterparts, each of such counterparts shall for all purposes be
deemed to be an original; and all such counterparts, as many of them as the Agency and the
Trustee shall preserve undestroyed, shall together constitute but one and the same instrument.
Section 3.02 Governing Law. This Sixth Supplement shall be governed and construed
in accordance with the laws of the State of California.
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IN WITNESS WHEREOF, the Successor Agency to the Culver City Redevelopment
Agency has caused this Sixth Supplemental Indenture to be signed in its name and on its behalf
by one of its duly authorized officers and U.S. Bank National Association to evidence its
acceptance of the trusts hereby created, has caused this Sixth Supplemental Indenture to be
signed in its name and behalf by one of its duly authorized officers all as of the date first above
written.
SUCCESSOR AGENCY TO THE CULVER
CITY REDEVELOPMENT AGENCY
By:
Executive Director
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:
Authorized Officer
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APPENDIX A
[FORM OF SERIES 2013A BOND]
Unless this Bond is presented by an authorized representative of The Depository Trust Company
to the issuer or its agent for registration of transfer, exchange or payment, and any Bond issued is
registered in the name of Cede & Co. or such other name as requested by an authorized
representative of The Depository Trust Company and any payment is made to Cede & Co., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an
interest herein.
No. R-_____ $__________
SUCCESSOR AGENCY TO THE CULVER CITY REDEVELOPMENT AGENCY
TAX ALLOCATION REFUNDING BOND, Series 2013A
(CULVER CITY REDEVELOPMENT PROJECT)
RATE OF
INTEREST
%
MATURITY DATE
November 1, 20__
ORIGINAL ISSUE DATE/
DATED DATE
_________, 2013
CUSIP
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: DOLLARS
The Successor Agency to the Culver City Redevelopment Agency, a public body,
corporate and politic, duly organized and existing under and pursuant to the laws of the State of
California (the “Agency”), for value received hereby promises to pay to the registered owner
specified above, or registered assigns, on the Maturity Date specified above the Principal
Amount specified above, together with interest thereon from the interest payment date next
preceding the date of authentication of this Series 2013A Bond (unless (i) this Series 2013A
Bond is authenticated during the period from the 16th day of the month next preceding an
interest payment date to and including such interest payment date, in which event it shall bear
interest from such interest payment date, or (ii) this Series 2013A Bond is authenticated on or
before the 15th day of the month next preceding the first interest payment date, in which event it
shall bear interest from the Original Issue Date shown above) until the principal hereof shall
have been paid, at the Rate of Interest specified above, payable on May 1, 2014, and
semiannually thereafter on May 1 and November 1 in each year. Both the interest hereon and
principal hereof are payable in lawful money of the United States of America. The principal (or
redemption price) hereof is payable upon surrender hereof at maturity or the earlier redemption
hereof at the corporate trust office of U.S. Bank National Association (the “Trustee”) in St. Paul,
Minnesota, or at such other office as the Trustee may designate (the “Trust Office”). Interest
hereon is payable by check mailed on each interest payment date by first class mail to the person
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in whose name this Series 2013A Bond is registered at the close of business on the 15th day of
the month next preceding the applicable interest payment date at such person’s address as it
appears on the registration books of the Trustee, or upon written request received by the Trustee
prior to the 15th day of the month preceding an interest payment date of a registered owner (an
“Owner”) of at least $1,000,000 in aggregate principal amount of outstanding Series 2013A
Bonds, by transfer in immediately available funds to an account within the continental United
States designated by such Owner.
This Series 2013A Bond is one of a duly authorized issue of bonds of the Agency
designated “Successor Agency to the Culver City Redevelopment Agency Tax Allocation
Refunding Bonds, Series 2013A (Culver City Redevelopment Project)” (the “Series 2013A
Bonds”), limited in aggregate principal amount to $XX,000,000, issued under the provisions of
the Community Redevelopment Law of the State of California, as supplemented and amended
(the “Law”), and pursuant to the provisions of an Indenture, dated as of October 1, 1999 (the
“Master Indenture”), as amended and supplemented by a First Supplemental Indenture, dated as
of April 1, 2002, a Second Supplemental Indenture, dated as of April 1, 2004, a Third
Supplemental Indenture, dated as of November 1, 2005, a Fourth Supplemental Indenture, dated
as of June 11, 2007, a Fifth Supplemental Indenture, dated as of March 1, 2011 and a Sixth
Supplemental Indenture, dated as of [DATED DATE] (the Master Indenture, as so amended and
supplemented, and as the same may be further amended and supplemented from time to time in
accordance with the terms thereof, the “Indenture”), by and between the Agency and the Trustee.
All Series 2013A Bonds are equally and ratably secured in accordance with the terms and
conditions of the Indenture. Reference is hereby made to the Indenture and to the Law for (i) a
description of the terms on which the Series 2013A Bonds are issued, (ii) the provisions with
regard to the nature and extent of the security provided for the Series 2013A Bonds and of the
nature, extent and manner of enforcement of such security, and (iii) a statement of the rights of
the registered owners of the Series 2013A Bonds. All the terms of the Indenture and the Law are
hereby incorporated herein and constitute a contract between the Agency and the Owner from
time to time of this Series 2013A Bond. By acceptance of hereof, the Owner of this Series
2013A Bond consents and agrees to all the provisions of the Indenture and the Law. Each Owner
hereof shall have recourse to all the provisions of the Law and the Indenture and shall be bound
by all the terms and conditions thereof.
The Series 2013A Bonds are issued to provide funds to aid in the refinancing of costs of
the Culver City Redevelopment Project, a duly adopted redevelopment project in Culver City,
California, as more particularly described in the Indenture. The Series 2013A Bonds are special
obligations of the Agency and are payable, as to interest thereon, principal thereof and any
premiums upon the redemption thereof, exclusively from the Tax Revenues (as that term is
defined in the Indenture) and certain other funds, and the Agency is not obligated to pay them
except from the Tax Revenues and such other funds. The Series 2013A Bonds and all other
Bonds (defined below) issued under the Indenture are equally secured by a pledge of, and charge
and lien upon, the Tax Revenues. The Tax Revenues constitute a trust fund for the security and
payment of the interest on and principal of and redemption premiums, if any, on the Series
2013A Bonds. The Series 2013A Bonds rank on a parity with the Agency’s Tax Allocation
Refunding Bonds, 2004 Series A (Culver City Redevelopment Project) (the “Series 2004
Bonds”), Tax Allocation Refunding Bonds, 2005 Series A (Culver City Redevelopment Project)
(the “Series 2005 Bonds”), Tax Allocation Capital Appreciation Bonds, 2011 Series A (Culver
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City Redevelopment Project)(the “Series 2011A Bonds”) and Taxable Tax Allocation Bonds,
2011 Series B (Culver City Redevelopment Project)(the “Series 2011B Bonds”), but are
subordinate to the Agency’s obligations with respect to loans relating to certain outstanding
bonds issued by the Culver City Redevelopment Financing Authority in 1993, all as more
particularly described in the Indenture.
The Agency covenants and warrants that, for the payment of the interest on and principal
of and redemption premium, if any, on this Series 2013A Bond and all other Bonds issued under
the Indenture when due, there has been created and will be maintained by the Trustee a special
fund into which all Tax Revenues transferred to the Trustee pursuant to the Indenture shall be
deposited, and as an irrevocable charge the Agency has allocated the Tax Revenues to the
payment of the interest on and principal of and redemption premiums, if any, on the Bonds, and
the Agency will pay promptly when due the interest on and principal of and redemption
premium, if any, on this Series 2013A Bond and all other Series 2013A Bonds of this issue, the
Series 2004 Bonds, the Series 2005 Bonds, the Series 2011A Bonds, the Series 2011B Bonds and
all additional tax allocation bonds authorized by the Indenture (collectively, the “Bonds”) out of
said special fund, all in accordance with the terms and provisions set forth in the Indenture.
The Series 2013A Bonds are subject to optional and mandatory redemption as provided
in the Indenture.
As provided in the Indenture, notice of redemption of this Series 2013A Bond shall be
mailed by first class mail not less than 30 days before the redemption date to the registered
owner hereof, but failure to receive such notice shall not affect the sufficiency of such
proceedings for redemption. If notice of redemption has been duly given as aforesaid and money
for payment of the above-described redemption price is held by the Trustee, then such Series
2013A Bonds shall, on the redemption date designated in such notice, become due and payable
at the above-described redemption price; and from and after the date so designated interest on the
Series 2013A Bonds so called for redemption shall cease to accrue and registered owners of such
Series 2013A Bonds shall have no rights in respect thereof except to receive payment of such
redemption price thereof.
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; except that the Indenture provides that in certain events such declaration and its
consequences may be rescinded by the Owners of at least a majority in aggregate principal
amount of the Bonds then outstanding.
The Owner of any Series 2013A Bond may surrender the same at the Trust Office in
exchange for an equal aggregate principal amount of fully registered Series 2013A Bonds of any
other authorized denominations, in the manner, subject to the conditions and upon the payment
of the charges provided in the Indenture.
This Series 2013A Bond is transferable, as provided in the Indenture, only upon a register
to be kept for that purpose at the Trust Office by the Owner hereof in person, or by such
registered owner’s duly authorized attorney, upon surrender of this Series 2013A Bond together
with a written instrument of transfer satisfactory to the Trustee duly executed by the Owner or
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such Owner’s duly authorized attorney, and thereupon a new fully registered Series 2013A Bond
or Series 2013A Bonds, in the same aggregate principal amount, shall be issued to the transferee
in exchange therefor as provided in the Indenture, and upon payment of the charges therein
prescribed. The Agency and the Trustee may deem and treat the person in whose name this
Series 2013A Bond is registered as the absolute owner hereof for the purpose of receiving
payment of, or on account of, the interest hereon and principal hereof and redemption premium,
if any, hereon and for all other purposes. The Trustee shall not be required to register the transfer
or exchange of any Series 2013A Bond during the period in which the Trustee is selecting Series
2013A Bonds for redemption or any Series 2013A Bond selected for redemption.
The rights and obligations of the Agency and of the registered owners of the Bonds may
be amended at any time in the manner, to the extent and upon the terms provided in the
Indenture.
This Series 2013A Bond is not a debt of the City of Culver City, the State of California or
any of its political subdivisions, and neither said City, said State nor any of its political
subdivisions is liable hereon, nor in any event shall this Series 2013A Bond or any interest
hereon or any redemption premium hereon be payable out of any funds or properties other than
those of the Agency. The Bonds do not constitute an indebtedness within the meaning of any
constitutional or statutory debt limitation or restriction, and neither the members of the Agency
nor any persons executing the Bonds shall be personally liable on the Bonds by reason of their
issuance.
This Series 2013A Bond shall not be entitled to any benefits under the Indenture or
become valid or obligatory for any purpose until the certificate of authentication and registration
hereon endorsed shall have been manually signed by the Trustee.
It is hereby certified that all of the acts, conditions and things required to exist, to have
happened or to have been performed precedent to and in the issuance of this Series 2013A Bond
do exist, have happened and have been performed in due time, form and manner as required by
law and that the amount of this Series 2013A Bond, together with all other indebtedness of the
Agency, does not exceed any limit prescribed by the Constitution or laws of the State of
California, and is not in excess of the amount of Bonds permitted to be issued under the
Indenture.
IN WITNESS WHEREOF, the Culver City Redevelopment Agency has caused this
Series 2013A Bond to be executed in its name and on its behalf by its Chairman and attested by
its Secretary, and has caused its seal to be reproduced hereon, all as of the Dated Date first
written above.
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SUCCESSOR AGENCY TO THE
CULVER CITY REDEVELOPMENT
AGENCY
By:
Mayor, acting for Successor Agency to the
Culver City Redevelopment Agency
Attest:
__
Secretary, acting for Successor Agency
to the Culver City Redevelopment Agency
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[FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION]
This is one of the Series 2013A Bonds described in the within-mentioned Indenture.
Date:
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:
Authorized Signatory
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[FORM OF ASSIGNMENT]
For value received the undersigned do(es) hereby sell, assign and transfer unto
,
whose tax identification number is , the within-mentioned registered Bond and
hereby irrevocably constitute(s) and appoint(s)
attorney to transfer the same on the books of the Trustee with full power of substitution in the
premises.
Dated:
Signature guaranteed:
NOTE: The signature(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.
_____________________________________
NOTICE: Signature must be guaranteed by a member of an institution which is a participant in
the Securities Transfer Agent Medallion Program (STAMP) or other similar program.
25CONTINUING DISCLOSURE CERTIFICATE
$_________
SUCCESSOR AGENCY TO THE CULVER CITY REDEVELOPMENT AGENCY
2013 TAX ALLOCATION REFUNDING BONDS, SERIES 2013A
(CULVER CITY REDEVELOPMENT PROJECT)
This CONTINUING DISCLOSURE CERTIFICATE (this “Disclosure Certificate”) is
executed and delivered by the SUCCESSOR AGENCY TO THE CULVER CITY
REDEVELOPMENT AGENCY (the “Successor Agency”) in connection with the execution and
delivery of the bonds captioned above (the “2013 Bonds”). The 2013 Bonds are being issued
pursuant to an “Indenture”, which consists of an Indenture, dated as of October 1, 1999, as
amended by the following: (i) a First Supplemental Indenture, dated as of April 1, 2002, by and
between the Culver City Redevelopment Agency (the “Redevelopment Agency”) and U.S.
Bank National Association, as trustee (the “Trustee”), (ii) a Second Supplemental Indenture,
dated as of April 1, 2004, by and between the Redevelopment Agency and the Trustee, (iii) a
Third Supplemental Indenture, dated as of November 1, 2005, by and between the
Redevelopment Agency and the Trustee, (iv) a Fourth Supplemental Indenture, dated as of
June 11, 2007, by and between the Redevelopment Agency and the Trustee, (v) a Fifth
Supplemental Indenture, dated as of March 1, 2011, by and between the Redevelopment
Agency and the Trustee, and (vi) a Sixth Supplemental Indenture, dated as of ____ 1, 2013, by
and between the Successor Agency and the Trustee.
The Successor Agency covenants and agrees as follows:
Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being
executed and delivered by the Successor Agency for the benefit of the holders and beneficial
owners of the 2013 Bonds and in order to assist the Participating Underwriter in complying with
S.E.C. Rule 15c2-12(b)(5).
Section 2. Definitions. In addition to the definitions set forth above and in the Indenture,
which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined
in this Section 2, the following capitalized terms shall have the following meanings:
“Annual Report” means any Annual Report provided by the Successor Agency pursuant
to, and as described in, Sections 3 and 4 of this Disclosure Certificate.
“Annual Report Date” means the date that is nine months after the end of the Successor
Agency’s fiscal year (currently March 31 based on the Successor Agency’s fiscal year end of
June 30).
“Dissemination Agent” means Applied Best Practices, LLC, or any successor
Dissemination Agent designated in writing by the Successor Agency and which has filed with
the Successor Agency a written acceptance of such designation.
“Listed Events” means any of the events listed in Section 5(a) of this Disclosure
Certificate.
“MSRB” means the Municipal Securities Rulemaking Board, which has been designated
by the Securities and Exchange Commission as the sole repository of disclosure information for
26purposes of the Rule, or any other repository of disclosure information that may be designated
by the Securities and Exchange Commission as such for purposes of the Rule in the future.
“Official Statement” means the final official statement executed by the Successor
Agency in connection with the issuance of the 2013 Bonds.
“Participating Underwriter” means Stifel, Nicolaus & Company, Incorporated, the original
underwriter of the 2013 Bonds required to comply with the Rule in connection with offering of
the 2013 Bonds.
“Rule” means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as it may be amended from time to time.
Section 3. Provision of Annual Reports.
(a) The Successor Agency shall, or shall cause the Dissemination Agent to, not later
than the Annual Report Date, commencing March 31, 2014, with the report for the 2012-13
fiscal year, provide to the MSRB, in an electronic format as prescribed by the MSRB, an Annual
Report that is consistent with the requirements of Section 4 of this Disclosure Certificate. Not
later than 15 Business Days prior to the Annual Report Date, the Successor Agency shall
provide the Annual Report to the Dissemination Agent (if other than the Successor Agency). If
by 15 Business Days prior to the Annual Report Date the Dissemination Agent (if other than the
Successor Agency) has not received a copy of the Annual Report, the Dissemination Agent
shall contact the Successor Agency to determine if the Successor Agency is in compliance with
the previous sentence. The Annual Report may be submitted as a single document or as
separate documents comprising a package, and may include by reference other information as
provided in Section 4 of this Disclosure Certificate; provided that the audited financial
statements of the Successor Agency may be submitted separately from the balance of the
Annual Report, and later than the Annual Report Date, if not available by that date. If the
Successor 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). The Successor Agency shall provide a written
certification with each Annual Report furnished to the Dissemination Agent to the effect that
such Annual Report constitutes the Annual Report required to be furnished by the Successor
Agency hereunder.
(b) If the Successor Agency does not provide (or cause the Dissemination Agent to
provide) an Annual Report by the Annual Report Date, the Successor Agency shall provide (or
cause the Dissemination Agent to provide) to the MSRB, in an electronic format as prescribed
by the MSRB, a notice in substantially the form attached as Exhibit A.
(c) With respect to each Annual Report, 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 Successor Agency, file a
report with the Successor Agency certifying that the Annual Report has been provided
pursuant to this Disclosure Certificate, and stating the date it was provided.
27Section 4. Content of Annual Reports. The Successor Agency’s Annual Report shall
contain or incorporate by reference the following:
(a) The Successor Agency’s audited financial statements prepared in accordance
with generally accepted accounting principles as promulgated to apply to governmental entities
from time to time by the Governmental Accounting Standards Board. If the Successor Agency’s
audited financial statements are not available by the Annual Report Date, the Annual Report
shall contain unaudited financial statements in a format similar to the financial statements
contained in the final Official Statement, and the audited financial statements shall be filed in the
same manner as the Annual Report when they become available.
(b) Unless otherwise provided in the audited financial statements filed on or before
the Annual Report Date, financial information and operating data with respect to the Successor
Agency for the preceding fiscal year, substantially similar to that provided in the corresponding
tables in the Official Statement:
(i) Principal amount of the 2013 Bonds outstanding as of June 30 of the most
recently-completed fiscal year.
(ii) Balance in the Series 2013A Subaccount of the Reserve Account and a
statement of the Reserve Account Requirement for the 2013 Bonds as of June
30 of the most recently-completed fiscal year.
(iii) For the prior fiscal year, an update of the information set forth in the Official
Statement in Table __ (“Ten Largest Assessees”), Table __ (“Historic Project
Area Assessed Values”), Table ___ (“Historical Incremental Values and Tax
Receipts”) and Table ___ (“Estimated Debt Service Coverage”).
(iv) A description of the issuance of any Additional Bonds during the previous fiscal
year.
(v) To the extent it continues to be applicable under California law, the cumulative
tax increment allocated to the Agency as of June 30 of the prior fiscal year in
each of the Component Areas along with the tax increment limits for each of the
Component Areas.
(vi) An update on the status of any litigation with the Department of Finance related
to the Component Areas.
(vii) So long as the Agency does not participate in the Teeter Plan (or any similar
program offered by the County), the collection rate for ad valorem property taxes
in the Project Area as a whole and in each Component Area for the most recently
completed fiscal year, but only to the extent such information is available from
the County.
(viii) With respect to any fiscal year in which the pending appeals in the Project Area
exceed 5% or more of the aggregate assessed value in the Project Area, but only
to the extent available from the County, information on aggregate appeals
pending and resolved in such fiscal year in the Project Area in the form of Table
___ of the Official Statement.
28(c) In addition to any of the information expressly required to be provided under this
Disclosure Certificate, the Successor Agency shall provide such further material information, if
any, as may be necessary to make the specifically required statements, in the light of the
circumstances under which they are made, not misleading.
(d) Any or all of the items listed above may be included by specific reference to other
documents, including official statements of debt issues of the Successor Agency or related
public entities, which are available to the public on the MSRB’s Internet web site or filed with the
Securities and Exchange Commission. The Successor Agency shall clearly identify each such
other document so included by reference.
Section 5. Reporting of Significant Events.
(a) The Successor Agency shall give, or cause to be given, notice of the occurrence
of any of the following Listed Events with respect to the 2013 Bonds:
(1) Principal and interest payment delinquencies.
(2) Non-payment related defaults, if material.
(3) Unscheduled draws on debt service reserves reflecting financial
difficulties.
(4) Unscheduled draws on credit enhancements reflecting financial
difficulties.
(5) Substitution of credit or liquidity providers, or their failure to perform.
(6) Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue
(IRS Form 5701-TEB) or other material notices or determinations with
respect to the tax status of the security, or other material events affecting
the tax status of the security.
(7) Modifications to rights of security holders, if material.
(8) Bond calls, if material, and tender offers.
(9) Defeasances.
(10) Release, substitution, or sale of property securing repayment of the
securities, if material.
(11) Rating changes.
(12) Bankruptcy, insolvency, receivership or similar event of the Successor
Agency or other obligated person.
(13) The consummation of a merger, consolidation, or acquisition involving the
Successor Agency or an obligated person, or the sale of all or
substantially all of the assets of the Successor Agency or an obligated
29person (other than in the ordinary course of business), the entry into a
definitive agreement to undertake such an action, or the termination of a
definitive agreement relating to any such actions, other than pursuant to
its terms, if material.
(14) Appointment of a successor or additional trustee or the change of name
of a trustee, if material.
(b) Whenever the Successor Agency obtains knowledge of the occurrence of a
Listed Event, the Successor Agency shall, or shall cause the Dissemination Agent (if not the
Successor Agency) to, file a notice of such occurrence with the MSRB, in an electronic format
as prescribed by the MSRB, in a timely manner not in excess of 10 business days after the
occurrence of the Listed Event. Notwithstanding the foregoing, notice of Listed Events
described in subsections (a)(8) and (9) above need not be given under this subsection any
earlier than the notice (if any) of the underlying event is given to holders of affected Bonds
under the Indenture.
(c) The Successor Agency acknowledges that the events described in
subparagraphs (a)(2), (a)(7), (a)(8) (if the event is a bond call), (a)(10), (a)(13), and (a)(14) of
this Section 5 contain the qualifier “if material” and that subparagraph (a)(6) also contains the
qualifier "material" with respect to certain notices, determinations or other events affecting the
tax status of the 2013 Bonds. The Successor Agency shall cause a notice to be filed as set
forth in paragraph (b) above with respect to any such event only to the extent that it determines
the event’s occurrence is material for purposes of U.S. federal securities law. Whenever the
Successor Agency obtains knowledge of the occurrence of any of these Listed Events, the
Successor Agency will as soon as possible determine if such event would be material under
applicable federal securities law. If such event is determined to be material, the Successor
Agency will cause a notice to be filed as set forth in paragraph (b) above.
(d) For purposes of this Disclosure Certificate, any event described in paragraph (a)(12)
above is considered to occur when any of the following occur: the appointment of a receiver,
fiscal agent, or similar officer for the Successor Agency in a proceeding under the United States
Bankruptcy Code or in any other proceeding under state or federal law in which a court or
governmental authority has assumed jurisdiction over substantially all of the assets or business
of the Successor Agency, or if such jurisdiction has been assumed by leaving the existing
governing body and officials or officers in possession but subject to the supervision and orders
of a court or governmental authority, or the entry of an order confirming a plan of reorganization,
arrangement, or liquidation by a court or governmental authority having supervision or
jurisdiction over substantially all of the assets or business of the Successor Agency.
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 Successor Agency’s obligations
under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or
payment in full of all of the 2013 Bonds. If such termination occurs prior to the final maturity of
the 2013 Bonds, the Successor Agency shall give notice of such termination in the same
manner as for a Listed Event under Section 5(c).
30Section 8. Dissemination Agent. The Successor 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 Dissemination Agent, with or without appointing a successor
Dissemination Agent. The initial Dissemination Agent shall be Applied Best Practices, LLC. Any
Dissemination Agent may resign by providing 30 days’ written notice to the Successor Agency.
Section 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure
Certificate, the Successor 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 2013 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 2013 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 2013 Bonds in the manner provided in the Indenture for amendments to the
Indenture with the consent of holders, or (ii) does not, in the opinion of nationally
recognized bond counsel, materially impair the interests of the holders or beneficial
owners of the 2013 Bonds.
If the annual financial information or operating data to be provided in the Annual Report
is amended pursuant to the provisions hereof, the first Annual Report filed pursuant hereto
containing the amended operating data or financial information shall explain, in narrative form,
the reasons for the amendment and the impact of the change in the type of operating data or
financial information being provided.
If an amendment is made to this Disclosure Certificate modifying the accounting
principles to be followed in preparing financial statements, the Annual Report for the year in
which the change is made shall present a comparison between the financial statements or
information prepared on the basis of the new accounting principles and those prepared on the
basis of the former accounting principles. The comparison shall include a qualitative discussion
of the differences in the accounting principles and the impact of the change in the accounting
principles on the presentation of the financial information, in order to provide information to
investors to enable them to evaluate the ability of the Successor Agency to meet its obligations.
To the extent reasonably feasible, the comparison shall be quantitative.
A notice of any amendment made pursuant to this Section 9 shall be filed in the same
manner as for a Listed Event under Section 5(c).
Section 10. Additional Information. Nothing in this Disclosure Certificate shall be deemed
to prevent the Successor 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,
31in addition to that which is required by this Disclosure Certificate. If the Successor 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
Successor 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. If the Successor Agency fails to comply with any provision of this
Disclosure Certificate, the Participating Underwriter or any holder or beneficial owner of the
2013 Bonds may take such actions as may be necessary and appropriate, including seeking
mandate or specific performance by court order, to cause the Successor Agency to comply with
its obligations under this 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 Successor Agency to comply with this
Disclosure Certificate shall be an action to compel performance.
Section 12. Duties, Immunities and Liabilities of Dissemination Agent. (a) The
Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure
Certificate, and the Successor Agency agrees to indemnify and save the Dissemination Agent,
its officers, directors, employees and agents, harmless against any loss, expense and liabilities
which they may incur arising out of or in the exercise or performance of its powers and duties
hereunder, including the costs and expenses (including attorneys fees) of defending against any
claim of liability, but excluding liabilities due to the Dissemination Agent’s negligence or willful
misconduct. The Dissemination Agent shall have no duty or obligation to review any information
provided to it by the Successor Agency hereunder, and shall not be deemed to be acting in any
fiduciary capacity for the Successor Agency, the Bond holders or any other party. The
obligations of the Successor Agency under this Section shall survive resignation or removal of
the Dissemination Agent and payment of the 2013 Bonds.
(b) The Dissemination Agent shall be paid compensation by the Successor Agency for
its services provided hereunder in accordance with its schedule of fees as amended from time
to time, and shall be reimbursed for all expenses, legal fees and advances made or incurred by
the Dissemination Agent in the performance of its duties hereunder.
Section 13. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of
the Successor Agency, the Dissemination Agent, the Participating Underwriter and the holders
and beneficial owners from time to time of the 2013 Bonds, and shall create no rights in any
other person or entity.
Section 14. Counterparts. This Disclosure Certificate may be executed in several
counterparts, each of which shall be regarded as an original, and all of which shall constitute
one and the same instrument.
32Date: ______
SUCCESSOR AGENCY TO THE CULVER
CITY REDEVELOPMENT AGENCY
By:
Name:
Title:
AGREED AND ACCEPTED:
APPLIED BEST PRACTICES, LLC,
as Dissemination Agent
By:
Name:
Title:
33EXHIBIT A
NOTICE OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer: Successor Agency to the Culver City Redevelopment Agency
Name of Issue: Successor Agency to the Culver City Redevelopment Agency
2013 Tax Allocation Refunding Bonds, Series 2013A (Culver City
Redevelopment Project)
Date of Issuance: _______
NOTICE IS HEREBY GIVEN that the Successor Agency has not provided an Annual
Report with respect to the above-named Bonds as required by a Continuing Disclosure
Certificate, dated ____. The Successor Agency anticipates that the Annual Report will be filed
by ________________.
Dated:
DISSEMINATION AGENT:
_________________
By:
Its:
34Stradling Yocca Carlson & Rauth
Draft of 8/19/13
DOCSOC/1637750v2/022245-0276
$_________
SUCCESSOR AGENCY TO THE
CULVER CITY REDEVELOPMENT AGENCY
2013 TAX ALLOCATION REFUNDING BONDS
SERIES 2013A
(CULVER CITY REDEVELOPMENT PROJECT)
PURCHASE CONTRACT
_________, 2013
Successor Agency to the Culver City Redevelopment Agency
9770 Culver Blvd
Culver City, California 90232
Ladies and Gentlemen:
The undersigned, Stifel, Nicolaus & Company, Incorporated (the “Underwriter”), acting in its
capacity as a principal and not as an agent or fiduciary, offers to enter into this purchase contract (the
“Purchase Contract”) with the Successor Agency to the Culver City Redevelopment Agency (the
“Agency”), which will be binding upon the Agency and the Underwriter upon the acceptance hereof
by the Agency. This offer is made subject to its acceptance by 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).
1. Purchase and Sale. Upon the terms and conditions and upon the basis of the
representations, warranties and agreements hereinafter set forth, the Agency hereby agrees to sell to
the Underwriter, and the Underwriter hereby agrees to purchase from the Agency, all (but not less
than all) of the $_________ aggregate principal amount of the Successor Agency to the Culver City
Redevelopment Agency Tax Allocation Refunding Bonds, Series 2013A (Culver City
Redevelopment Project) (the “Bonds”), at a purchase price equal to $_________(being the aggregate
principal amount thereof [plus/less] an aggregate net original issue [premium/discount] of
$_________ and less an Underwriter’s discount of $_________).
The Agency acknowledges and agrees that: (i) the purchase and sale of the Bonds pursuant to
this Purchase Contract is an arm’s-length commercial transaction between the Agency and the
Underwriter; (ii) in connection therewith and with the discussions, undertakings and procedures
leading up to the consummation of such transaction, the Underwriter is and has been acting solely as
principal and is not acting as a Municipal Advisor (as defined in Section 15B of the Securities
Exchange Act of 1934, as amended); (iii) the Underwriter has not assumed an advisory or fiduciary
responsibility in favor of the Agency with respect to the offering contemplated hereby or the
discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter
has provided other services or is currently providing other services to the Agency on other matters);
and (iv) the Agency has consulted its own legal, financial and other advisors to the extent it has
deemed appropriate.
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2. Description of the Bonds. The Bonds shall be issued and sold to the Underwriter
pursuant to an Indenture, dated as of October 1, 1999 (the “Master Indenture”), by and between the
Agency and U.S. Bank National Association, as successor trustee (the “Trustee”), as amended and
supplemented by a First Supplemental Indenture, dated as of April 1, 2002 (the “First Supplement”),
a Second Supplemental Indenture, dated as of April 1, 2004 (the “Second Supplement”), a Third
Supplemental Indenture, dated as of March 1, 2005 (the Third Supplement”), a Fourth Supplemental
Indenture, dated as of June 11, 2007 (the “Fourth Supplement”), a Fifth Supplemental Indenture,
dated as of March 1, 2011 (the “Fifth Supplement”), and a Sixth Supplemental Indenture, dated as of
________, 2013 (the “Sixth Supplement”, and together with the Master Indenture, the First
Supplement, the Second Supplement, the Third Supplement, the Fourth Supplement, and the Fifth
Supplement, the “Indenture”), each by and between the Agency and the Trustee, the Constitution and
the laws of the State of California, including Article 11 (commencing with Section 53580 of Chapter
3 of Part 1 of Division 2 of Title 5 of the Government Code (the “Bond Law”) and Parts 1.8 and 1.85
of Division 24 of the Health and Safety Code of the State of California (as amended from time to
time, the “Dissolution Act”), a resolution of the Agency adopted on August 26, 2013 (the “Agency
Resolution”) and a resolution of the Oversight Board for the Successor Agency to the Culver City
Redevelopment Agency (the “Oversight Board”) adopted on August 29, 2013 (the “Oversight Board
Resolution”). The Bonds shall be as described in the Indenture and the Official Statement, as defined
herein, relating to the Bonds. The Bonds are being issued to refinance the Culver City
Redevelopment Agency’s previously issued its (i) Tax Allocation Refunding Bonds, 1999 Series A
(Culver City Redevelopment Project) in an aggregate principal amount of $__________ (the “Series
1999 Bonds”) pursuant to the Master Indenture and (ii) Tax Allocation Bonds, 2002 Series A (Culver
City Redevelopment Project) in an aggregate principal amount of $__________ (the “Series 2002
Bonds,” and collectively with the Series 1999 Bonds, the “Prior Bonds”) pursuant to the Master
Indenture as supplemented by the First Supplement (the “2002 Indenture”). In connection with such
refunding, the Agency, as successor to the Culver City Redevelopment Agency, will enter into an
Escrow Agreement, dated as of __________, 2013 (the “Escrow Agreement”), by and between the
Agency and U.S. Bank National Association, as Escrow Bank.
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 they deem 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.
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 or the first offering of the Bonds,
whichever first occurs, 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 hereby agrees to deliver or cause to be delivered to the Underwriter, not later
than the earlier of: (i) the business day preceding the Closing Date (as defined herein); or (ii) the
seventh (7th) business day following the date of this Purchase Contract: (A) the form of the Official
Statement relating to the Bonds in “designated electronic format” (as defined in Municipal Securities
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DOCSOC/1637750v2/022245-0276
Rule Making Board (“MSRB”) Rule G-32; and (B) copies of the Official Statement relating to the
Bonds, dated the date hereof, in the form of the Preliminary Official Statement, with such changes
thereto, as may be approved by the Underwriter (including the appendices thereto and any
amendments or supplements approved by the Agency and the Underwriter, the “Official Statement”),
in such quantity as the Underwriter shall reasonably request. The Agency hereby approves of the
distribution and use by the Underwriter of the Official Statement in connection with the offer and
sale of the Bonds. The Preliminary Official Statement and/or the Official Statement may be
delivered in printed and/or electronic form to the extent permitted by applicable rules of the MSRB
and as may be agreed by the Agency and the Underwriter. If the Official Statement is prepared for
distribution in electronic form, the Agency hereby confirms that it does not object to distributions of
the Official Statement in electronic form.
5. The Closing. At 8:00 a.m., California time, on _________, 2013 (the “Closing
Date”), 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 Agency will deliver: (i) the Bonds in book-entry
form through the facilities of The Depository Trust Company, New York, New York, duly executed;
and (ii) the closing documents hereinafter mentioned at the offices of Orrick, Herrington & Sutcliff
LLP, Los Angeles, California (“Bond Counsel”), in Los Angeles, 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 wire
transfer 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.”
6. Agency Representations, Warranties and Covenants. The Agency represents,
warrants and covenants to the Underwriter that:
(a) Due Organization, Existence and Authority. The Agency is a public entity
validly existing under the laws of the State of California (the “State”) with full right, power and
authority to adopt the Agency Resolution, to issue the Bonds and to execute, deliver and perform its
obligations under the Bonds, this Purchase Contract, the Indenture, the Escrow Agreement and the
Continuing Disclosure Agreement, dated as of the Closing Date (the “Continuing Disclosure
Agreement”) (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, the
Agency has duly adopted the Agency Resolution at a meeting properly noticed at which a quorum
was present and acting throughout and has duly authorized and approved the execution and delivery
of, and the performance by the Agency of the obligations contained in, the Official Statement and 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, or by the exercise of judicial discretion and the limitations on legal
remedies against governmental agencies in the State of California. The Agency has complied, and
will at the Closing be in compliance in all respects, with the terms of the Agency Documents.
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(c) Official Statement, Accurate and Complete. The Preliminary Official
Statement was as of its date, and the Official Statement is, and at all times subsequent to the date of
the Official Statement up to and including the Closing will be, true and correct in all material
respects, and the Preliminary Official Statement and the Official Statement do not contain and up to
and including the Closing will not contain a 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 (except
that this representation does not include information relating to The Depository Trust Company or
the book-entry only system).
(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 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, there is 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 other Agency Documents or the
consummation of the transactions contemplated thereby or hereby, or contesting the exclusion of the
interest on the Bonds from taxation or contesting the powers of the Agency or its authority to issue
the Bonds; (iii) which may result in any material adverse change relating to the Agency;
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(iv) contesting the completeness or accuracy of the Preliminary Official Statement or the Official
Statement or any supplement or amendment thereto or asserting that the Preliminary Official
Statement or the Official Statement contained any untrue statement of a material fact or omitted to
state any material fact required to be stated therein or necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading; and (v) there is no basis for
any action, suit, proceeding, inquiry or investigation of the nature described in clauses (i) through
(iv) of this paragraph.
(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)(l) of
the Rule.
(h) End of Underwriting Period. Until the date which is twenty-five (25) days
after the “end of the underwriting period” (as hereinafter defined), if any event shall occur of which
the Agency is aware, as a result of which it may be necessary to supplement the Official Statement in
order to make the statements in the Official Statement, in light of the circumstances existing at such
time, not misleading, the Agency shall forthwith notify the Underwriter of any such event of which it
has knowledge and shall cooperate fully in furnishing any information available to it for any
supplement to the Official Statement necessary, in the Underwriter’s opinion, so that the statements
therein as so supplemented will not be misleading in light of the circumstances existing at such time,
and the Agency shall promptly furnish to the Underwriter a reasonable number of copies of such
supplement. As used herein, the term “end of the underwriting period” means the later of such time
as: (i) the Agency delivers the Bonds to the Underwriter; or (ii) the Underwriter does not retain,
directly or as a member of an underwriting syndicate, an unsold balance of the Bonds for sale to the
public. Unless the Underwriter gives notice to the contrary, the “end of the underwriting period”
shall be deemed to be the Closing Date. Any notice delivered pursuant to this provision shall be
written notice delivered to the Agency at or prior to the Closing Date and shall specify a date (other
than the Closing Date) to be deemed the “end of the underwriting period.
(i) Tax Exemption. The Agency will refrain from taking any action with regard
to which the Agency may exercise control that results in the inclusion in gross income for federal or
State of California income tax purposes of the interest on the Bonds.
(j) Prior Continuing Disclosure Undertaking. Except as disclosed in the Official
Statement, the Agency has not defaulted under any prior continuing disclosure undertaking.
(k) Oversight Board Approval. The Oversight Board has duly adopted the
Oversight Board Resolution approving the issuance of the Bonds and no further Oversight Board
approval or consent is required for the issuing of the Bonds or the consummation of the transactions
described in the Preliminary Official Statement.
(l) Department of Finance Approval. The Department of Finance of the State
(the “Department of Finance”) has issued a Final and Conclusive Determination Letter (the “Final
and Conclusive Determination Letter”) approving the issuance of the bonds and the payment of debt
service on the Bonds for the term of the Bonds. No further Department of Finance approval or
consent is required for the issuance of the Bonds or the consummation of the transactions described
in the Preliminary Official Statement. Except as disclosed in the Preliminary Official Statement, the
Agency is not aware of the Department of Finance directing or having any basis to direct the County
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Auditor-Controller to deduct unpaid unencumbered funds from future allocations of property tax to
the Agency pursuant to Section 34183 of the Dissolution Act.
7. 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 its obligations hereunder, both as of the date hereof and as of the date of the Closing. The
Underwriter’s obligations under this Purchase Contract to purchase and pay for the Bonds shall be
subject to the following additional conditions:
(a) Bring-Down Representation. The representations, warranties and covenants
of 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 as, in the opinion of Bond Counsel, shall be
necessary in connection with the transactions contemplated by the Official Statement and the Agency
Documents.
(c) Termination Events. The Underwriter shall have the right to terminate the
Underwriter’s obligations under this Purchase Contract to purchase, to accept delivery of and to pay
for the Bonds by notifying the Agency of its election to do so if, after the execution hereof and prior
to the Closing, any of the following events occurs:
(i) 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 of California, 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 by the staff of 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
affecting the federal or state tax status of the Agency, or the interest on bonds or notes (including the
Bonds); or
(ii) there shall exist any event which in the reasonable opinion of the
Underwriter either: (i) makes untrue or incorrect in any material respect any statement or information
contained in the Official Statement; or (ii) is not reflected in the Official Statement but should be
reflected therein to make the statements and information contained therein not misleading in any
material respect; or
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(iii) there shall have occurred any new outbreak of hostilities or other
national or international calamity or crisis or the escalation of any such outbreak, calamity or crisis,
the effect of such outbreak, calamity, crisis or escalation on the financial markets of the United States
being such as would make it impracticable, in the reasonable opinion of the Underwriter, for the
Underwriter to sell the Bonds; or
(iv) there shall be in force a general suspension of trading on the New
York Stock Exchange or minimum or maximum prices for trading shall have been fixed and be in
force, or maximum ranges for prices for securities shall have been required and be in force on the
New York Stock Exchange, whether by virtue of a determination by that Exchange or by orders of
the Securities and Exchange Commission or any other governmental authority; or
(v) a general banking moratorium shall have been declared by either
Federal, California or New York authorities having jurisdiction and be in force; or
(vi) there shall be established any new restrictions on transactions in
securities materially affecting the free market for securities (including the imposition of any
limitations on interest rates) or the extension of credit by, or the charge to the net capital
requirements of, underwriters established by the New York Stock Exchange, the Securities and
Exchange Commission, any other Federal or state agency or the Congress of the United States, or by
Executive Order; or
(vii) an adverse event has occurred affecting the financial condition or
operation of the Agency which, in the opinion of the Underwriter, requires or has required a
supplement or amendment to the Official Statement; or
(viii) any rating of the securities of the Agency shall have been
downgraded, suspended or withdrawn by a national rating service, or there shall have been any
official statement by a national rating service as to a possible downgrading (such as being placed on
“credit watch” or “negative outlook” or any similar qualification), in either case which, in the
Underwriter’s reasonable opinion, materially adversely affects the marketability or market price of
the Bonds; or
(ix) 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
(x) 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 authentication, delivery, offering or sale of obligations of the general character of the Bonds,
or the authentication, delivery, 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
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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
(xi) the commencement of any action, suit or proceeding, inquiry or
investigation, at law or in equity, before or by any court, government agency, public board or body,
is pending or, to the best knowledge of the Agency after due investigation, 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
authentication or delivery of any of the Bonds, or in any way contesting or affecting the validity of
the Bonds, the Agency Documents or the consummation of the transactions contemplated thereby or
contesting the powers of the Agency to enter into the Agency Documents; (iii) which, except as
described in the Official Statement, may result in any material adverse change to the financial
condition of the Agency or to its ability to pay debt service on the Bonds when due; or (iv) contesting
the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any
supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official
Statement contained any untrue statement of a material fact or omitted to state any material fact
required to be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, which, in the reasonable judgment of the
Underwriter, materially adversely affects the market price of the Bonds.
(d) Closing Documents. At or prior to the Closing, the Underwriter shall receive
with respect to the Bonds (unless the context otherwise indicates) the following documents; provided
that the acceptance of the Bonds by the Underwriter on the Closing Date shall conclusively evidence
the satisfaction of the requirements of this subsection (d) or the waiver by the Underwriter of any
discrepancies in documents which are not in strict conformity with the requirements of this
subsection (d):
(i) Bond 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 approving opinion may be relied upon by the Underwriter to the same extent as if such opinion
were addressed to them;
(ii) 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:
(A) The Purchase Contract has been duly authorized, executed
and delivered by the Agency and is a valid and binding agreement of the Agency;
(B) The statements contained in the Official Statement pertaining
to the Bonds under the captions [“INTRODUCTORY STATEMENT,” “THE BONDS,”
“SECURITY FOR THE BONDS,” “CONCLUDING INFORMATION — Legal Opinion,”
“CONCLUDING INFORMATION — Tax Exemption,” “APPENDIX A — Definitions” and
“APPENDIX B — Form of Bond Counsel Opinion”] excluding any material that may be treated as
included under such captions and appendices by cross-reference, insofar as such statements expressly
summarize certain provisions of the Bonds, the Indenture, the Escrow Agreement, the Continuing
Disclosure Agreement and such counsel's final opinion concerning certain federal tax matters relating
to the Bonds, are accurate in all material respects;
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(C) The Bonds are not subject to registration requirements of the
Securities Act of 1933, as amended, and the Indenture is exempt from qualification as an indenture
under the Trust Indenture Act of 1939, as amended; and
(D) The Series 1999 Bonds and the Series 2002 Bonds are no
longer outstanding and have been legally defeased in accordance with the applicable provisions of
the Master Indenture and 2002 Indenture, respectively, each by and between the Culver City
Redevelopment Agency and U.S. Bank National Association.
(iii) Oversight Board Documents.
(A) A certified copy of the resolution of the Oversight Board
approving the issuance of the Bonds by the Agency; and
(B) A certificate of the Clerk to the Oversight Board to the effect
that such resolution is in full force and effect and has not been modified, amended, rescinded or
repealed since the date of its adoption;
(iv) Agency Counsel Opinion. An opinion of the legal counsel to the
Agency, dated the date of the Closing and addressed to the Underwriter, in form and substance
acceptable to Bond Counsel and the Underwriter, substantially to the following effect (and including
such additional matters as may be reasonably required by Bond Counsel or the Underwriter):
(A) The Agency is a public entity validly existing under the laws
of the State of California;
(B) The Agency Resolution approving and authorizing the
execution and delivery of the Agency Documents and approving the Official Statement have been
duly adopted, and the Agency Resolution is in full force and effect and has not been modified,
amended, rescinded or repealed since the date of its adoption;
(C) The Agency Documents have been duly authorized, executed
and delivered by the Agency and constitute valid, legal and binding agreements of the Agency
enforceable in accordance with their respective terms, except as such enforceability may be limited
by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles
relating to or affecting creditors’ rights generally, or by the exercise of judicial discretion and the
limitations on legal remedies against governmental entities in the State of California;
(D) The information in the Official Statement (excluding
therefrom financial statements and other statistical data included in the Official Statement and the
information relating to DTC and its book-entry only system, as to which we express no view) does
not contain any untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the circumstances under which
they were made, not misleading;
(E) 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
43
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DOCSOC/1637750v2/022245-0276
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 which,
in any manner, questions the right of the Agency to use the tax increment for repayment of the Bonds
or affects in any manner the right or ability of the Agency to collect or pledge the tax increment from
the Project Area (as defined in the Official Statement) or the Project Area’s plan limits as described
in the Official Statement; and
(F) Except as otherwise disclosed in the Official Statement, there
are no outstanding bonds, notes or other obligations of the Agency which are payable out of tax
increment from the Project Area.
(v) Disclosure Counsel Opinion. An opinion of Jones Hall, A
Professional Law Corporation, San Francisco, California, as Disclosure Counsel, dated the Closing
Date and addressed to the Agency and the Underwriter, to the effect that, based on the information
made available to it in its role as Disclosure Counsel to the Agency, without having undertaken to
determine independently the accuracy, completeness or fairness of the statements contained in the
Official Statement, but on the basis of their participation in conferences with the Underwriter, Bond
Counsel, the Agency, legal counsel to the Agency and others, and their examination of certain
documents, no information has come to the attention of the attorneys in the firm rendering legal
services in connection with the issuance of the Bonds which would lead them to believe that the
Official Statement as of its date and as of the Closing Date contained any untrue statement of a
material fact or omitted to state any material fact necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading (except that no opinion or belief need
be expressed as to the Appendices to the Official Statement; financial, engineering, and demographic
data or statistical forecasts, projections, estimates, assumptions and expressions of opinions;
information about the book-entry only system and DTC; and statements relating to the treatment of
the Bonds or the interest, discount or premium related thereto for tax purposes under the law of any
jurisdiction contained in the Official Statement);
(vi) Underwriter’s Counsel Opinion. An opinion of Stradling Yocca
Carlson & Rauth, A Professional Corporation, as counsel to the Underwriter, dated the Closing Date
and addressed to the Underwriter, to the effect that, based on the information made available to it in
its role as counsel to the Underwriter, without having undertaken to determine independently the
accuracy, completeness or fairness of the statements contained in the Official Statement, but on the
basis of their participation in conferences with the Underwriter, Bond Counsel, the Agency, legal
counsel to the Agency and others, and their examination of certain documents, no information has
come to the attention of the attorneys in the firm rendering legal services in connection with the
issuance of the Bonds which would lead them to believe that the Official Statement as of its date and
as of the Closing Date contained any untrue statement of a material fact or omitted to state any
material fact necessary to make the statements therein, in light of the circumstances under which they
were made, not misleading (except that no opinion or belief need be expressed as to the Appendices
to the Official Statement; financial, engineering, and demographic data or statistical forecasts,
projections, estimates, assumptions and expressions of opinions; information about the book-entry
only system and DTC; and statements relating to the treatment of the Bonds or the interest, discount
or premium related thereto for tax purposes under the law of any jurisdiction contained in the Official
Statement);
44
11
DOCSOC/1637750v2/022245-0276
(vii) Trustee Counsel Opinion. The opinion of counsel to the Trustee,
dated the date of the Closing, addressed to the Underwriter, in form and substance satisfactory to the
Underwriter and to Bond Counsel;
(viii) 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 following effect:
(A) 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; and
(B) 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;
(ix) Trustee’s Certificate. A certificate of the Trustee, dated the date of
Closing, addressed to the Agency and the Underwriter, in form and substance acceptable to the
Underwriter and to Bond Counsel;
(x) Fiscal Consultant’s Certificate. A certificate of Keyser Marston
Associates, Inc., dated the date of the Closing, addressed to the Agency and the Underwriter, in form
and substance acceptable to the Underwriter, certifying as to the accuracy of [APPENDIX F—
“FISCAL CONSULTANT’S REPORT” and the information in the Official Statement under the
caption “THE PROJECT AREA”] consenting to the inclusion of such firm’s Fiscal Consultant’s
Report in the Preliminary Official Statement and the Official Statement, and stating that to the best of
such firm’s knowledge, but without having conducted any investigation with respect thereto, nothing
has come to such firm’s attention between the date of such report and the date hereof which would
materially alter any of the conclusions set forth in such report;
(xi) Documents.
(A) An original executed copy of each of the Agency Documents,
which shall be delivered and in full force and effect;
(B) The Official Statement, approved by the Agency;
(C) A certificate, dated the date of the Preliminary Official
Statement, of the Agency, to the effect that, for purposes of compliance with the Rule, the Agency
deems the Preliminary Official Statement to be final as of its date;
(D) A tax certificate or certificates with respect to maintaining the
tax-exempt status of the Bonds, duly executed by the Agency;
(E) Copies of the preliminary and final notices to the California
Debt and Investment Advisory Agency relating to the Bonds;
45
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DOCSOC/1637750v2/022245-0276
(F) A certified copy of the redevelopment plan for the Project
Area and all resolutions/ordinances related thereto;
(xii) A copy of the Final and Conclusive Determination Letter;
(xiii) [Certificate of County Auditor Controller regarding tax increment
calculations and no “clawbacks”] [Discuss]
(xiv) Evidence that the ratings on the Bonds are as described in the Official
Statement;
(xv) A report of __________ in form and substance satisfactory to the
Underwriter and Bond Counsel as to the sufficiency of the escrow fund to defease the Prior Bonds;
and
(xvi) Such additional legal opinions, certificates, proceedings, instruments
and other documents as the Underwriter may reasonably request to evidence the truth and accuracy,
as of the Closing Date, of the representations contained herein and in the Official Statement and the
due performance or satisfaction by the Trustee and the Agency at or prior to such time of all
agreements then to be performed and all conditions then to be satisfied in connection with the
delivery and sale of the Bonds.
If the Agency 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 the Purchase
Contract, the Purchase Contract shall terminate and neither the Underwriter nor the Agency shall be
under any further obligation hereunder.
8. Expenses. The Agency will pay or cause to be paid the expenses incident to the
performance of its obligations hereunder and certain expenses relating to the sale of the Bonds,
including, but not limited to, (a) the cost of the preparation and printing or other reproduction of the
Agency Documents (other than this Purchase Contract); (b) the fees and disbursements of Bond
Counsel, the Financial Advisor and any other experts or other consultants retained by the Agency; (c)
the costs and fees of the credit rating agencies; (d) the cost of preparing and delivering the definitive
Bonds; (e) the cost of providing immediately available funds on the Closing Date; (f) the cost of the
printing or other reproduction of the Official Statement and any amendment or supplement thereto,
including a reasonable number of certified or conformed copies thereof; (g) the Underwriter’s out-of-
pocket expenses incurred with the financing, including air travel and hotel costs in connection with
the pricing of the Bonds, investor meetings, the rating agency trip and the Bond closing, meals and
transportation for the Underwriter during the rating agency trip and pricing, expenses related to
attending working group meetings such as parking, meals and transportation and any other
miscellaneous closing costs; and (h) expenses (included in the expense component of the spread)
incurred on behalf of the Agency’s employees which are incidental to implementing this Purchase
Contract, including, but not limited to, meals, transportation, lodging and entertainment of such
employees. The Underwriter will pay the expenses of the preparation of this Purchase Contract and
all other expenses incurred by the Underwriter in connection with the public offering and distribution
of the Bonds, including CDIAC fees and the fee and disbursements of Underwriter’s Counsel [(other
than $__________ which will be paid by the Agency out of costs of issuance)].
46
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DOCSOC/1637750v2/022245-0276
The Underwriter shall pay, and the Agency shall be under no obligation to pay, all expenses
incurred by the Underwriter in connection with the public offering and distribution of the Bonds.
9. Notice. Any notice or other communication to be given to the Agency 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 Stifel, Nicolaus & Company,
Incorporated, One Ferry Building, Suite 275, San Francisco, California 94111, Attention: Jim
Cervantes.
10. Entire Agreement. This Purchase Contract, when accepted by the Agency, shall
constitute the entire agreement among the Agency and the Underwriter and is made solely for the
benefit of the Agency and the Underwriter (including the successors or assigns of the Underwriter).
No other person shall acquire or have any right hereunder by virtue hereof, except as provided
herein. All of the Agency’s representations, warranties and agreements 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, until the earlier of: (i) delivery of and payment for the Bonds hereunder;
and (ii) any termination of this Purchase Contract.
11. 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. 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.
13. State of California Law Governs. The validity, interpretation and performance of this
Purchase Contract shall be governed by the laws of California.
47
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DOCSOC/1637750v2/022245-0276
14. No Assignment. The rights and obligations created by this Purchase Contract shall
not be subject to assignment by the Underwriter or the Agency without the prior written consent of
the other parties hereto.
STIFEL, NICOLAUS & COMPANY,
INCORPORATED,
By:
Its: Authorized Officer
Accepted as of the date first stated above
at ______ p.m.:
SUCCESSOR AGENCY TO THE
CULVER CITY REDEVOPMENT AGENCY
By:
Its: Executive Director
48
A-1
DOCSOC/1637750v2/022245-0276
APPENDIX A
MATURITY SCHEDULE
Maturity Date
November 1 Amount Coupon Yield
$ % %
49Uninsured, Cash-Funded Reserve Uninsured, Cash-Funded Reserve
Refunding Bond Amount $16,535,000 $15,245,000
Par Refunded $18,055,000 $16,295,000
Final Maturity 11/1/2025 11/1/2025
Average Coupon of Refunding Bonds 4.86% 4.67%
True Interest Cost 4.24% 3.68%
Net Present Value Savings ($) $1,502,387 $1,212,629
Present Value Savings (%) 8.32% 7.44%
Nominal Savings ($) $3,289,479 $2,165,144
Average Annual Savings ($) $274,123 $180,429
Taxing Entities Share of Average Annual Savings:
LA COUNTY GENERAL 144,800 95,308
LA COUNTY ACO 33 22
LA COUNTY LIBRARY 8,444 5,558
LA COUNTY FIRE - FORESTER FIRE WARDEN 2,177 1,433
LA COUNTY FLOOD CONTROL 777 511
LA COUNTY FLOOD CONTROL MTCE 4,396 2,893
LA CO WEST VECTOR CONTROL DIST. 108 71
CITY-CULVER CITY 35,845 23,593
WEST BASIN MWD 1111 1,228 808
LA COUNTY SCHOOL SERVICES 410 270
CHILDREN'S INSTIL TUITION FUND 813 535
L.A.CITY COMMUNITY COLLEGE DIST 8,741 5,753
L.A.COMM.COLL.CHILDREN'S CTR FD 90 59
CULVER CITY UNIFIED SCHOOL DIST 63,829 42,012
CO.SCH.SERV.FD.- CULVER CITY 1,330 875
DEV.CTR.HDCPD.MINOR-CULVER CITY 218 143
CULVER CITY CHILDREN,S CTR.FD. 283 187
LOS ANGELES UNIFIED SCHOOL DISTRICT 1,185 780
CO.SCH.SERV.FD.-LAUSD 0 0
DEV.CTR.HDCPD.MINOR-LAUSD 7 4
LAUSD CHILDREN'S CTR.FD. 19 13
Assumes Market Conditions as of 8/19/13 and an A Rating.
Dated/Delivery of 11/26/13.
Bond Refunding Financing Plan
Refunding of Culver City RDA 1999A TABs Refunding of Culver City RDA 2002A TABs
50Aug 19, 2013 5:23 pm Prepared by DBC Finance (Finance 7.005 Culver City RDA:COMB) Page 1
SOURCES AND USES OF FUNDS
SUCCESSOR AGENCY TO THE CULVER CITY REDEVELOPMENT AGENCY
Combined Refunding of the 1999 and 2002 Tax Allocation Bonds
BOND REFUNDING FINANCING PLAN
Refunding for Refunding of
the 1999A Tax the 2002 Tax
Allocation Allocation
Sources: Bonds Bonds Total
Bond Proceeds:
Par Amount 16,535,000.00 15,245,000.00 31,780,000.00
Premium 797,871.00 888,731.25 1,686,602.25
17,332,871.00 16,133,731.25 33,466,602.25
Other Sources of Funds:
Debt Service Reserve Fund 2,847,123.00 2,110,328.00 4,957,451.00
20,179,994.00 18,244,059.25 38,424,053.25
Refunding for Refunding of
the 1999A Tax the 2002 Tax
Allocation Allocation
Uses: Bonds Bonds Total
Refunding Escrow Deposits:
Cash Deposit 18,208,349.93 16,425,938.19 34,634,288.12
Other Fund Deposits:
Debt Service Reserve Fund 1,741,253.21 1,605,407.02 3,346,660.23
Delivery Date Expenses:
Cost of Issuance 104,059.16 95,940.84 200,000.00
Underwriter's Discount 124,012.50 114,337.50 238,350.00
228,071.66 210,278.34 438,350.00
Other Uses of Funds:
Additional Proceeds 2,319.20 2,435.70 4,754.90
20,179,994.00 18,244,059.25 38,424,053.25
Note: Assumes bonds close on the November 26, 2013.
51Aug 19, 2013 5:23 pm Prepared by DBC Finance (Finance 7.005 Culver City RDA:COMB) Page 2
SUMMARY OF REFUNDING RESULTS
SUCCESSOR AGENCY TO THE CULVER CITY REDEVELOPMENT AGENCY
Combined Refunding of the 1999 and 2002 Tax Allocation Bonds
BOND REFUNDING FINANCING PLAN
Refunding for Refunding of the
the 1999A Tax 2002 Tax
Allocation Bonds Allocation Bonds Total
Dated Date 11/26/2013 11/26/2013 11/26/2013
Delivery Date 11/26/2013 11/26/2013 11/26/2013
Arbitrage Yield 3.865267% 3.865267% 3.865267%
Escrow Yield
Value of Negative Arbitrage
Bond Par Amount 16,535,000.00 15,245,000.00 31,780,000.00
True Interest Cost 4.237025% 3.682363% 4.005207%
Net Interest Cost 4.372732% 3.837164% 4.155603%
Average Coupon 4.864665% 4.666268% 4.784231%
Average Life 8.284 6.127 7.249
Par amount of refunded bonds 18,055,000.00 16,295,000.00 34,350,000.00
Average coupon of refunded bonds 5.591263% 5.255355% 5.454268%
Average life of refunded bonds 8.285 6.322 7.354
PV of prior debt 20,247,201.20 17,581,957.58 37,829,158.78
Net PV Savings 1,502,386.78 1,212,628.65 2,715,015.43
Percentage savings of refunded bonds 8.321167% 7.441722% 7.903975%
Percentage savings of refunding bonds 9.086101% 7.954271% 8.543157%
52Aug 19, 2013 5:23 pm Prepared by DBC Finance (Finance 7.005 Culver City RDA:COMB) Page 3
SUMMARY OF REFUNDING RESULTS
SUCCESSOR AGENCY TO THE CULVER CITY REDEVELOPMENT AGENCY
Refunding for the 1999A Tax Allocation Bonds
Dated Date 11/26/2013
Delivery Date 11/26/2013
Arbitrage yield 3.865267%
Escrow yield
Value of Negative Arbitrage
Bond Par Amount 16,535,000.00
True Interest Cost 4.237025%
Net Interest Cost 4.372732%
Average Coupon 4.864665%
Average Life 8.284
Par amount of refunded bonds 18,055,000.00
Average coupon of refunded bonds 5.591263%
Average life of refunded bonds 8.285
PV of prior debt to 11/26/2013 @ 3.865267% 20,247,201.20
Net PV Savings 1,502,386.78
Percentage savings of refunded bonds 8.321167%
Percentage savings of refunding bonds 9.086101%
53Aug 19, 2013 5:23 pm Prepared by DBC Finance (Finance 7.005 Culver City RDA:COMB) Page 4
SUMMARY OF REFUNDING RESULTS
SUCCESSOR AGENCY TO THE CULVER CITY REDEVELOPMENT AGENCY
Refunding of the 2002 Tax Allocation Bonds
Dated Date 11/26/2013
Delivery Date 11/26/2013
Arbitrage yield 3.865267%
Escrow yield
Value of Negative Arbitrage
Bond Par Amount 15,245,000.00
True Interest Cost 3.682363%
Net Interest Cost 3.837164%
Average Coupon 4.666268%
Average Life 6.127
Par amount of refunded bonds 16,295,000.00
Average coupon of refunded bonds 5.255355%
Average life of refunded bonds 6.322
PV of prior debt to 11/26/2013 @ 3.865267% 17,581,957.58
Net PV Savings 1,212,628.65
Percentage savings of refunded bonds 7.441722%
Percentage savings of refunding bonds 7.954271%
54Aug 19, 2013 5:23 pm Prepared by DBC Finance (Finance 7.005 Culver City RDA:COMB) Page 5
BOND PRICING
SUCCESSOR AGENCY TO THE CULVER CITY REDEVELOPMENT AGENCY
Combined Refunding of the 1999 and 2002 Tax Allocation Bonds
BOND REFUNDING FINANCING PLAN
Maturity
Bond Component Date Amount Rate Yield Price
Refunding for the 1999A Tax Allocation Bonds, Serial Bonds due in 2025:
11/01/2014 1,275,000 2.000% 0.680% 101.222
11/01/2015 1,235,000 4.000% 1.230% 105.267
11/01/2016 660,000 4.000% 1.820% 106.192
11/01/2017 685,000 4.000% 2.210% 106.702
11/01/2018 720,000 4.000% 2.640% 106.247
11/01/2019 745,000 4.000% 3.100% 104.839
11/01/2020 780,000 5.000% 3.510% 109.093
11/01/2021 810,000 5.000% 3.830% 107.934
11/01/2022 280,000 5.000% 4.090% 106.747
11/01/2023 295,000 5.000% 4.250% 106.021
11/01/2024 4,415,000 5.000% 4.420% 104.981
11/01/2025 4,635,000 5.000% 4.600% 103.402 C
16,535,000
Refunding of the 2002 Tax Allocation Bonds, Serial Bonds due 2025:
11/01/2014 1,305,000 2.000% 0.680% 101.222
11/01/2015 1,270,000 4.000% 1.230% 105.267
11/01/2016 1,320,000 4.000% 1.820% 106.192
11/01/2017 1,375,000 4.000% 2.210% 106.702
11/01/2018 1,425,000 4.000% 2.640% 106.247
11/01/2019 1,480,000 4.000% 3.100% 104.839
11/01/2020 1,545,000 5.000% 3.510% 109.093
11/01/2021 1,625,000 5.000% 3.830% 107.934
11/01/2022 870,000 5.000% 4.090% 106.747
11/01/2023 910,000 5.000% 4.250% 106.021
11/01/2024 1,035,000 5.000% 4.420% 104.981
11/01/2025 1,085,000 5.000% 4.600% 103.402 C
15,245,000
31,780,000
Dated Date 11/26/2013
Delivery Date 11/26/2013
First Coupon 05/01/2014
Par Amount 31,780,000.00
Premium 1,686,602.25
Production 33,466,602.25 105.307118%
Underwriter's Discount -238,350.00 -0.750000%
Purchase Price 33,228,252.25 104.557118%
Accrued Interest
Net Proceeds 33,228,252.25
55Aug 19, 2013 5:23 pm Prepared by DBC Finance (Finance 7.005 Culver City RDA:COMB) Page 6
BOND SUMMARY STATISTICS
SUCCESSOR AGENCY TO THE CULVER CITY REDEVELOPMENT AGENCY
Combined Refunding of the 1999 and 2002 Tax Allocation Bonds
BOND REFUNDING FINANCING PLAN
Dated Date 11/26/2013
Delivery Date 11/26/2013
Last Maturity 11/01/2025
Arbitrage Yield 3.865267%
True Interest Cost (TIC) 4.005207%
Net Interest Cost (NIC) 4.155603%
All-In TIC 4.106276%
Average Coupon 4.784231%
Average Life (years) 7.249
Duration of Issue (years) 6.101
Par Amount 31,780,000.00
Bond Proceeds 33,466,602.25
Total Interest 11,022,057.64
Net Interest 9,573,805.39
Total Debt Service 42,802,057.64
Maximum Annual Debt Service 6,008,500.00
Average Annual Debt Service 3,587,599.71
Underwriter's Fees (per $1000)
Average Takedown
Other Fee 7.500000
Total Underwriter's Discount 7.500000
Bid Price 104.557118
Par Average Average
Bond Component Value Price Coupon Life
Serial Bonds due in 2025 31,780,000.00 105.307 4.784% 7.249
31,780,000.00 7.249
All-In Arbitrage
TIC TIC Yield
Par Value 31,780,000.00 31,780,000.00 31,780,000.00
+ Accrued Interest
+ Premium (Discount) 1,686,602.25 1,686,602.25 1,686,602.25
- Underwriter's Discount -238,350.00 -238,350.00
- Cost of Issuance Expense -200,000.00
- Other Amounts
Target Value 33,228,252.25 33,028,252.25 33,466,602.25
Target Date 11/26/2013 11/26/2013 11/26/2013
Yield 4.005207% 4.106276% 3.865267%
56Aug 19, 2013 5:23 pm Prepared by DBC Finance (Finance 7.005 Culver City RDA:COMB) Page 7
BOND DEBT SERVICE
SUCCESSOR AGENCY TO THE CULVER CITY REDEVELOPMENT AGENCY
Combined Refunding of the 1999 and 2002 Tax Allocation Bonds
BOND REFUNDING FINANCING PLAN
Period
Ending Principal Coupon Interest Debt Service
11/01/2014 2,580,000 2.000% 1,305,057.64 3,885,057.64
11/01/2015 2,505,000 4.000% 1,350,850.00 3,855,850.00
11/01/2016 1,980,000 4.000% 1,250,650.00 3,230,650.00
11/01/2017 2,060,000 4.000% 1,171,450.00 3,231,450.00
11/01/2018 2,145,000 4.000% 1,089,050.00 3,234,050.00
11/01/2019 2,225,000 4.000% 1,003,250.00 3,228,250.00
11/01/2020 2,325,000 5.000% 914,250.00 3,239,250.00
11/01/2021 2,435,000 5.000% 798,000.00 3,233,000.00
11/01/2022 1,150,000 5.000% 676,250.00 1,826,250.00
11/01/2023 1,205,000 5.000% 618,750.00 1,823,750.00
11/01/2024 5,450,000 5.000% 558,500.00 6,008,500.00
11/01/2025 5,720,000 5.000% 286,000.00 6,006,000.00
31,780,000 11,022,057.64 42,802,057.64
57Aug 19, 2013 5:23 pm Prepared by DBC Finance (Finance 7.005 Culver City RDA:COMB) Page 8
BOND DEBT SERVICE BREAKDOWN
SUCCESSOR AGENCY TO THE CULVER CITY REDEVELOPMENT AGENCY
Combined Refunding of the 1999 and 2002 Tax Allocation Bonds
BOND REFUNDING FINANCING PLAN
Refunding for Refunding of the
Period the 1999A Tax 2002 Tax
Ending Allocation Bonds Allocation Bonds Total
11/01/2014 1,971,102.08 1,913,955.56 3,885,057.64
11/01/2015 1,957,550.00 1,898,300.00 3,855,850.00
11/01/2016 1,333,150.00 1,897,500.00 3,230,650.00
11/01/2017 1,331,750.00 1,899,700.00 3,231,450.00
11/01/2018 1,339,350.00 1,894,700.00 3,234,050.00
11/01/2019 1,335,550.00 1,892,700.00 3,228,250.00
11/01/2020 1,340,750.00 1,898,500.00 3,239,250.00
11/01/2021 1,331,750.00 1,901,250.00 3,233,000.00
11/01/2022 761,250.00 1,065,000.00 1,826,250.00
11/01/2023 762,250.00 1,061,500.00 1,823,750.00
11/01/2024 4,867,500.00 1,141,000.00 6,008,500.00
11/01/2025 4,866,750.00 1,139,250.00 6,006,000.00
23,198,702.08 19,603,355.56 42,802,057.64
58Aug 19, 2013 5:23 pm Prepared by DBC Finance (Finance 7.005 Culver City RDA:COMB) Page 9
BOND MATURITY TABLE
SUCCESSOR AGENCY TO THE CULVER CITY REDEVELOPMENT AGENCY
Combined Refunding of the 1999 and 2002 Tax Allocation Bonds
BOND REFUNDING FINANCING PLAN
Maturity Serial Bonds
Date due in 2025
11/01/2014 2,580,000
11/01/2015 2,505,000
11/01/2016 1,980,000
11/01/2017 2,060,000
11/01/2018 2,145,000
11/01/2019 2,225,000
11/01/2020 2,325,000
11/01/2021 2,435,000
11/01/2022 1,150,000
11/01/2023 1,205,000
11/01/2024 5,450,000
11/01/2025 5,720,000
31,780,000
59Aug 19, 2013 5:23 pm Prepared by DBC Finance (Finance 7.005 Culver City RDA:COMB) Page 10
SAVINGS
SUCCESSOR AGENCY TO THE CULVER CITY REDEVELOPMENT AGENCY
Combined Refunding of the 1999 and 2002 Tax Allocation Bonds
BOND REFUNDING FINANCING PLAN
Present Value
Prior Refunding Annual to 11/26/2013
Date Debt Service Debt Service Savings Savings @ 3.8652674%
05/01/2014 930,397.50 603,832.64 326,564.86 321,226.10
11/01/2014 3,380,397.50 3,281,225.00 99,172.50 425,737.36 95,701.64
05/01/2015 868,381.88 675,425.00 192,956.88 182,673.33
11/01/2015 3,443,381.88 3,180,425.00 262,956.88 455,913.76 244,222.78
05/01/2016 801,578.75 625,325.00 176,253.75 160,593.05
11/01/2016 2,886,578.75 2,605,325.00 281,253.75 457,507.50 251,404.74
05/01/2017 744,703.75 585,725.00 158,978.75 139,412.26
11/01/2017 2,944,703.75 2,645,725.00 298,978.75 457,957.50 257,210.67
05/01/2018 683,813.75 544,525.00 139,288.75 117,557.80
11/01/2018 3,008,813.75 2,689,525.00 319,288.75 458,577.50 264,366.11
05/01/2019 619,461.25 501,625.00 117,836.25 95,716.73
11/01/2019 3,069,461.25 2,726,625.00 342,836.25 460,672.50 273,201.08
05/01/2020 551,648.75 457,125.00 94,523.75 73,896.42
11/01/2020 3,141,648.75 2,782,125.00 359,523.75 454,047.50 275,738.09
05/01/2021 479,961.25 399,000.00 80,961.25 60,916.25
11/01/2021 3,209,961.25 2,834,000.00 375,961.25 456,922.50 277,514.56
05/01/2022 407,701.25 338,125.00 69,576.25 50,383.75
11/01/2022 1,877,701.25 1,488,125.00 389,576.25 459,152.50 276,763.41
05/01/2023 368,951.88 309,375.00 59,576.88 41,522.23
11/01/2023 1,913,951.88 1,514,375.00 399,576.88 459,153.76 273,205.89
05/01/2024 328,221.25 279,250.00 48,971.25 32,848.66
11/01/2024 6,133,221.25 5,729,250.00 403,971.25 452,942.50 265,835.93
05/01/2025 168,519.38 143,000.00 25,519.38 16,474.80
11/01/2025 6,293,519.38 5,863,000.00 430,519.38 456,038.76 272,665.02
48,256,681.28 42,802,057.64 5,454,623.64 5,454,623.64 4,321,051.30
Savings Summary
PV of savings from cash flow 4,321,051.30
Less: Prior funds on hand -4,957,451.00
Plus: Refunding funds on hand 3,351,415.13
Net PV Savings 2,715,015.43
60Aug 19, 2013 5:23 pm Prepared by DBC Finance (Finance 7.005 Culver City RDA:COMB) Page 11
SAVINGS
SUCCESSOR AGENCY TO THE CULVER CITY REDEVELOPMENT AGENCY
Refunding for the 1999A Tax Allocation Bonds
Present Value
Prior Refunding to 11/26/2013
Date Debt Service Debt Service Savings @ 3.8652674%
11/01/2014 2,228,745.00 1,971,102.08 257,642.92 251,979.06
11/01/2015 2,232,901.26 1,957,550.00 275,351.26 257,666.86
11/01/2016 1,608,295.00 1,333,150.00 275,145.00 247,629.90
11/01/2017 1,608,520.00 1,331,750.00 276,770.00 239,615.63
11/01/2018 1,614,840.00 1,339,350.00 275,490.00 229,425.50
11/01/2019 1,613,360.00 1,335,550.00 277,810.00 222,520.83
11/01/2020 1,614,360.00 1,340,750.00 273,610.00 210,799.37
11/01/2021 1,607,560.00 1,331,750.00 275,810.00 204,414.30
11/01/2022 1,038,240.00 761,250.00 276,990.00 197,479.85
11/01/2023 1,037,760.00 762,250.00 275,510.00 188,974.66
11/01/2024 5,140,880.00 4,867,500.00 273,380.00 180,397.91
11/01/2025 5,142,720.00 4,866,750.00 275,970.00 175,033.50
26,488,181.26 23,198,702.08 3,289,479.18 2,605,937.37
Savings Summary
PV of savings from cash flow 2,605,937.37
Less: Prior funds on hand -2,847,123.00
Plus: Refunding funds on hand 1,743,572.41
Net PV Savings 1,502,386.78
61Aug 19, 2013 5:23 pm Prepared by DBC Finance (Finance 7.005 Culver City RDA:COMB) Page 12
SAVINGS
SUCCESSOR AGENCY TO THE CULVER CITY REDEVELOPMENT AGENCY
Refunding of the 2002 Tax Allocation Bonds
Present Value
Prior Refunding to 11/26/2013
Date Debt Service Debt Service Savings @ 3.8652674%
11/01/2014 2,082,050.00 1,913,955.56 168,094.44 164,948.68
11/01/2015 2,078,862.50 1,898,300.00 180,562.50 169,229.26
11/01/2016 2,079,862.50 1,897,500.00 182,362.50 164,367.90
11/01/2017 2,080,887.50 1,899,700.00 181,187.50 157,007.30
11/01/2018 2,077,787.50 1,894,700.00 183,087.50 152,498.40
11/01/2019 2,075,562.50 1,892,700.00 182,862.50 146,396.97
11/01/2020 2,078,937.50 1,898,500.00 180,437.50 138,835.13
11/01/2021 2,082,362.50 1,901,250.00 181,112.50 134,016.51
11/01/2022 1,247,162.50 1,065,000.00 182,162.50 129,667.31
11/01/2023 1,245,143.76 1,061,500.00 183,643.76 125,753.47
11/01/2024 1,320,562.50 1,141,000.00 179,562.50 118,286.68
11/01/2025 1,319,318.76 1,139,250.00 180,068.76 114,106.32
21,768,500.02 19,603,355.56 2,165,144.46 1,715,113.93
Savings Summary
PV of savings from cash flow 1,715,113.93
Less: Prior funds on hand -2,110,328.00
Plus: Refunding funds on hand 1,607,842.72
Net PV Savings 1,212,628.65
62Aug 19, 2013 5:23 pm Prepared by DBC Finance (Finance 7.005 Culver City RDA:COMB) Page 13
SAVINGS
SUCCESSOR AGENCY TO THE CULVER CITY REDEVELOPMENT AGENCY
Combined Refunding of the 1999 and 2002 Tax Allocation Bonds
BOND REFUNDING FINANCING PLAN
Present Value
Prior Refunding to 11/26/2013
Date Debt Service Debt Service Savings @ 3.8652674%
11/01/2014 4,310,795.00 3,885,057.64 425,737.36 416,927.74
11/01/2015 4,311,763.76 3,855,850.00 455,913.76 426,896.11
11/01/2016 3,688,157.50 3,230,650.00 457,507.50 411,997.80
11/01/2017 3,689,407.50 3,231,450.00 457,957.50 396,622.93
11/01/2018 3,692,627.50 3,234,050.00 458,577.50 381,923.91
11/01/2019 3,688,922.50 3,228,250.00 460,672.50 368,917.80
11/01/2020 3,693,297.50 3,239,250.00 454,047.50 349,634.51
11/01/2021 3,689,922.50 3,233,000.00 456,922.50 338,430.81
11/01/2022 2,285,402.50 1,826,250.00 459,152.50 327,147.16
11/01/2023 2,282,903.76 1,823,750.00 459,153.76 314,728.13
11/01/2024 6,461,442.50 6,008,500.00 452,942.50 298,684.59
11/01/2025 6,462,038.76 6,006,000.00 456,038.76 289,139.82
48,256,681.28 42,802,057.64 5,454,623.64 4,321,051.30
Savings Summary
PV of savings from cash flow 4,321,051.30
Less: Prior funds on hand -4,957,451.00
Plus: Refunding funds on hand 3,351,415.13
Net PV Savings 2,715,015.43
63Aug 19, 2013 5:23 pm Prepared by DBC Finance (Finance 7.005 Culver City RDA:COMB) Page 14
SUMMARY OF BONDS REFUNDED
SUCCESSOR AGENCY TO THE CULVER CITY REDEVELOPMENT AGENCY
Combined Refunding of the 1999 and 2002 Tax Allocation Bonds
BOND REFUNDING FINANCING PLAN
Maturity Interest Par Call Call
Bond Date Rate Amount Date Price
1999A Refunding TABs, 1999A:
TERM16 11/01/2016 5.375% 3,260,000.00 12/26/2013 100.000
TERM19 11/01/2019 5.600% 2,485,000.00 12/26/2013 100.000
TERM25 11/01/2025 5.600% 12,310,000.00 12/26/2013 100.000
18,055,000.00
Tax Allocation Bonds, 2002 Series A, 2002A:
SERIAL 11/01/2014 4.750% 1,225,000.00 12/26/2013 100.000
11/01/2015 5.000% 1,280,000.00 12/26/2013 100.000
11/01/2016 5.500% 1,345,000.00 12/26/2013 100.000
11/01/2017 5.500% 1,420,000.00 12/26/2013 100.000
11/01/2018 5.500% 1,495,000.00 12/26/2013 100.000
11/01/2019 5.500% 1,575,000.00 12/26/2013 100.000
11/01/2020 5.500% 1,665,000.00 12/26/2013 100.000
TERM 11/01/2025 5.125% 6,290,000.00 12/26/2013 100.000
16,295,000.00
34,350,000.00
64Aug 19, 2013 5:23 pm Prepared by DBC Finance (Finance 7.005 Culver City RDA:COMB) Page 15
PRIOR BOND DEBT SERVICE
SUCCESSOR AGENCY TO THE CULVER CITY REDEVELOPMENT AGENCY
Combined Refunding of the 1999 and 2002 Tax Allocation Bonds
BOND REFUNDING FINANCING PLAN
Period
Ending Principal Coupon Interest Debt Service
11/01/2014 2,450,000 ** % 1,860,795.00 4,310,795.00
11/01/2015 2,575,000 ** % 1,736,763.76 4,311,763.76
11/01/2016 2,085,000 ** % 1,603,157.50 3,688,157.50
11/01/2017 2,200,000 ** % 1,489,407.50 3,689,407.50
11/01/2018 2,325,000 ** % 1,367,627.50 3,692,627.50
11/01/2019 2,450,000 ** % 1,238,922.50 3,688,922.50
11/01/2020 2,590,000 ** % 1,103,297.50 3,693,297.50
11/01/2021 2,730,000 ** % 959,922.50 3,689,922.50
11/01/2022 1,470,000 ** % 815,402.50 2,285,402.50
11/01/2023 1,545,000 ** % 737,903.76 2,282,903.76
11/01/2024 5,805,000 ** % 656,442.50 6,461,442.50
11/01/2025 6,125,000 ** % 337,038.76 6,462,038.76
34,350,000 13,906,681.28 48,256,681.28
65Aug 19, 2013 5:23 pm Prepared by DBC Finance (Finance 7.005 Culver City RDA:COMB) Page 16
ESCROW REQUIREMENTS
SUCCESSOR AGENCY TO THE CULVER CITY REDEVELOPMENT AGENCY
Combined Refunding of the 1999 and 2002 Tax Allocation Bonds
BOND REFUNDING FINANCING PLAN
Period Principal
Ending Interest Redeemed Total
12/26/2013 284,288.12 34,350,000.00 34,634,288.12
284,288.12 34,350,000.00 34,634,288.12
66Aug 19, 2013 5:23 pm Prepared by DBC Finance (Finance 7.005 Culver City RDA:COMB) Page 17
ESCROW REQUIREMENTS
SUCCESSOR AGENCY TO THE CULVER CITY REDEVELOPMENT AGENCY
Refunding for the 1999A Tax Allocation Bonds
Period Principal
Ending Interest Redeemed Total
11/01/2014 153,349.93 18,055,000.00 18,208,349.93
153,349.93 18,055,000.00 18,208,349.93
67Aug 19, 2013 5:23 pm Prepared by DBC Finance (Finance 7.005 Culver City RDA:COMB) Page 18
ESCROW REQUIREMENTS
SUCCESSOR AGENCY TO THE CULVER CITY REDEVELOPMENT AGENCY
Refunding of the 2002 Tax Allocation Bonds
Period Principal
Ending Interest Redeemed Total
11/01/2014 130,938.19 16,295,000.00 16,425,938.19
130,938.19 16,295,000.00 16,425,938.19
68Aug 19, 2013 5:23 pm Prepared by DBC Finance (Finance 7.005 Culver City RDA:COMB) Page 19
ESCROW COST
SUCCESSOR AGENCY TO THE CULVER CITY REDEVELOPMENT AGENCY
Combined Refunding of the 1999 and 2002 Tax Allocation Bonds
BOND REFUNDING FINANCING PLAN
Purchase Cost of Cash Total
Date Securities Deposit Escrow Cost
11/26/2013 34,634,288.12 34,634,288.12
0 34,634,288.12 34,634,288.12
69Aug 19, 2013 5:23 pm Prepared by DBC Finance (Finance 7.005 Culver City RDA:COMB) Page 20
ESCROW SUFFICIENCY
SUCCESSOR AGENCY TO THE CULVER CITY REDEVELOPMENT AGENCY
Combined Refunding of the 1999 and 2002 Tax Allocation Bonds
BOND REFUNDING FINANCING PLAN
Escrow Net Escrow Excess Excess
Date Requirement Receipts Receipts Balance
11/26/2013 34,634,288.12 34,634,288.12 34,634,288.12
12/26/2013 34,634,288.12 -34,634,288.12
34,634,288.12 34,634,288.12 0.00
70Aug 19, 2013 5:23 pm Prepared by DBC Finance (Finance 7.005 Culver City RDA:COMB) Page 21
ESCROW STATISTICS
SUCCESSOR AGENCY TO THE CULVER CITY REDEVELOPMENT AGENCY
Combined Refunding of the 1999 and 2002 Tax Allocation Bonds
BOND REFUNDING FINANCING PLAN
Modified Yield to Yield to Perfect Value of
Total Duration Receipt Disbursement Escrow Negative Cost of
Escrow Escrow Cost (years) Date Date Cost Arbitrage Dead Time
Refunding for the 1999A Tax Allocation Bonds:
18,208,349.93 18,150,351.93 57,998.00
Refunding of the 2002 Tax Allocation Bonds:
16,425,938.19 16,373,617.60 52,320.59
34,634,288.12 34,523,969.53 0.00 110,318.59
Delivery date 11/26/2013
Arbitrage yield 3.865267%
71