NEW ISSUE —BOOK-ENTRY ONLY RATINGS: S&P: “AAA” (Financial Guaranty-Insured) S&P: “BBB+” (Underlying) See “RATINGS” herein. In the opinion of Quint & Thimmig LLP, San Francisco, California, Bond Counsel, interest on the Bonds is exempt from California personal income taxes. NO ATTEMPT HAS BEEN OR WILL BE MADE TO COMPLY WITH CERTAIN REQUIREMENTS RELATING TO THE EXCLUSION OF INTEREST ON THE BONDS FROM GROSS INCOME FOR FEDERAL INCOME TAX PURPOSES. See “TAX MATTERS” herein. $15,660,000 WHITTIER REDEVELOPMENT AGENCY Taxable Tax Allocation Bonds, 2007 Series B (Housing Projects) Dated: Date of Delivery Due: November 1, as shown below Proceeds from the sale of the $15,660,000 Whittier Redevelopment Agency (the “Agency”) Taxable Tax Allocation Bonds, 2007 Series B (Housing Projects) (the “Bonds”), will be used to (i) finance low and moderate income housing activities throughout the geographic boundaries of the City of Whittier, (ii) fund a reserve account for the Bonds, and (iii) provide for the costs of issuing the Bonds. Interest on the Bonds will be payable semi-annually on each May 1 and November 1, commencing November 1, 2007 (each, an “Interest Payment Date”). The Bonds will be issued in fully registered form without coupons and will be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York (“DTC”). DTC will act as securities depository for the Bonds. Purchases of beneficial interests in the Bonds will be made in book-entry form only in denominations of $5,000 or any integral multiple thereof. Purchasers of such beneficial interests will not receive physical certificates representing their interests in the Bonds. Payment of principal of, interest and premium, if any, on the Bonds will be made directly to DTC or its nominee, Cede & Co., so long as DTC or Cede & Co. is the registered owner of the Bonds. Disbursement of such payments to the DTC Participants (as defined herein) is the responsibility of DTC and disbursement of such payments to the Beneficial Owners (as defined herein) is the responsibility of the DTC Participants, as more fully described herein. See “THE BONDS—Book-Entry System” herein. The Bonds will be issued under and pursuant to an Indenture of Trust, dated as of June 1, 2007 (the “Indenture”), by and between the Agency and U.S. Bank National Association, as trustee (the “Trustee”). The Bonds are special obligations of the Agency and are payable solely from and secured by a pledge of the Housing Tax Revenues (as defined herein), subject to the provisions of the Indenture permitting the application thereof for other purposes, and by a pledge of amounts in certain funds and accounts established under the Indenture, as further discussed herein. The Bonds will be sold by the Agency to the Whittier Public Financing Authority (the “Authority”) for concurrent resale to the Underwriter named below. The Bonds are subject to optional and mandatory sinking account redemption prior to maturity. See “THE BONDS—Redemption” herein. The scheduled payment of principal of and interest on the Bonds when due will be guaranteed under a municipal bond new issue insurance policy to be issued concurrently with the delivery of the Bonds by Financial Guaranty Insurance Company, doing business in California as FGIC Insurance Company. THE BONDS ARE SPECIAL OBLIGATIONS OF THE AGENCY PAYABLE SOLELY FROM THE HOUSING TAX REVENUES, AS DESCRIBED HEREIN, AND AMOUNTS IN CERTAIN FUNDS AND ACCOUNTS MAINTAINED UNDER THE INDENTURE AND ARE NOT A DEBT OF THE AUTHORITY, THE CITY OF WHITTIER (THE “CITY”) OR THE STATE OF CALIFORNIA (THE “STATE”) OR ANY POLITICAL SUBDIVISIONS THEREOF (OTHER THAN THE AGENCY, TO THE LIMITED EXTENT SET FORTH IN THE INDENTURE), AND NONE THE AUTHORITY, THE CITY OR THE STATE OR ANY POLITICAL SUBDIVISIONS THEREOF (OTHER THAN THE AGENCY), IS LIABLE THEREFOR. THE BONDS ARE NOT PAYABLE FROM, AND ARE NOT SECURED BY, ANY FUNDS OF THE AGENCY, OTHER THAN THE TAX REVENUES PLEDGED PURSUANT TO THE INDENTURE. THE BONDS DO NOT CONSTITUTE AN INDEBTEDNESS WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATION OR RESTRICTION. NEITHER THE MEMBERS OF THE AGENCY NOR ANY PERSONS RESPONSIBLE FOR THE EXECUTION OF THE BONDS IS LIABLE PERSONALLY FOR PAYMENT OF THE BONDS BY REASON OF THEIR ISSUANCE. MATURITY SCHEDULE $3,540,000 5.50% Term Bonds due November 1, 2017—Price 100%—CUSIP 966775 DY1† $12,120,000 6.09% Term Bonds due November 1, 2038—Price 100%—CUSIP 966775 DZ8† This cover page contains information for quick reference only. It is not intended to be a summary of all factors relating to an investment in the Bonds. Investors should review the entire Official Statement before making any investment decision with respect to the Bonds. The Bonds are offered when, as and if issued and accepted by the Underwriter, subject to the approval as to their legality by Quint & Thimmig LLP, San Francisco, California, Bond Counsel. Certain other legal matters related to this offering will be passed upon for the Authority and the Agency by the Richards, Watson & Gershon, Brea, California, and by Quint & Thimmig LLP, San Francisco, California, Disclosure Counsel. It is expected that the Bonds in definitive form will be available for delivery to DTC in New York, New York on or about June 12, 2007. May 24, 2007 † Copyright 2007, American Bankers Association. CUSIP data herein is provided by Standard and Poor’s CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Service. CUSIP numbers are provided for convenience of reference only. Neither the Agency nor the Underwriter takes any responsibility for the accuracy of such numbers.
Transcript
NEW ISSUE —BOOK-ENTRY ONLY RATINGS:S&P: “AAA” (Financial Guaranty-Insured)S&P: “BBB+” (Underlying)See “RATINGS” herein.
In the opinion of Quint & Thimmig LLP, San Francisco, California, Bond Counsel, interest on the Bonds is exempt from California personal income taxes.NO ATTEMPT HAS BEEN OR WILL BE MADE TO COMPLY WITH CERTAIN REQUIREMENTS RELATING TO THE EXCLUSION OF INTEREST ONTHE BONDS FROM GROSS INCOME FOR FEDERAL INCOME TAX PURPOSES. See “TAX MATTERS” herein.
$15,660,000WHITTIER REDEVELOPMENT AGENCYTaxable Tax Allocation Bonds, 2007 Series B
(Housing Projects)
Dated: Date of Delivery Due: November 1, as shown below
Proceeds from the sale of the $15,660,000 Whittier Redevelopment Agency (the “Agency”) Taxable Tax Allocation Bonds, 2007 Series B (Housing Projects)(the “Bonds”), will be used to (i) finance low and moderate income housing activities throughout the geographic boundaries of the City of Whittier, (ii)fund a reserve account for the Bonds, and (iii) provide for the costs of issuing the Bonds.
Interest on the Bonds will be payable semi-annually on each May 1 and November 1, commencing November 1, 2007 (each, an “Interest Payment Date”).The Bonds will be issued in fully registered form without coupons and will be registered in the name of Cede & Co., as nominee for The Depository TrustCompany, New York, New York (“DTC”). DTC will act as securities depository for the Bonds. Purchases of beneficial interests in the Bonds will be madein book-entry form only in denominations of $5,000 or any integral multiple thereof. Purchasers of such beneficial interests will not receive physicalcertificates representing their interests in the Bonds. Payment of principal of, interest and premium, if any, on the Bonds will be made directly to DTC orits nominee, Cede & Co., so long as DTC or Cede & Co. is the registered owner of the Bonds. Disbursement of such payments to the DTC Participants (asdefined herein) is the responsibility of DTC and disbursement of such payments to the Beneficial Owners (as defined herein) is the responsibility of theDTC Participants, as more fully described herein. See “THE BONDS—Book-Entry System” herein.
The Bonds will be issued under and pursuant to an Indenture of Trust, dated as of June 1, 2007 (the “Indenture”), by and between the Agency and U.S.Bank National Association, as trustee (the “Trustee”). The Bonds are special obligations of the Agency and are payable solely from and secured by apledge of the Housing Tax Revenues (as defined herein), subject to the provisions of the Indenture permitting the application thereof for other purposes,and by a pledge of amounts in certain funds and accounts established under the Indenture, as further discussed herein.
The Bonds will be sold by the Agency to the Whittier Public Financing Authority (the “Authority”) for concurrent resale to the Underwriter namedbelow.
The Bonds are subject to optional and mandatory sinking account redemption prior to maturity. See “THE BONDS—Redemption” herein.
The scheduled payment of principal of and interest on the Bonds when due will be guaranteed under a municipal bond new issue insurance policy to beissued concurrently with the delivery of the Bonds by Financial Guaranty Insurance Company, doing business in California as FGIC Insurance Company.
THE BONDS ARE SPECIAL OBLIGATIONS OF THE AGENCY PAYABLE SOLELY FROM THE HOUSING TAX REVENUES, AS DESCRIBED HEREIN,AND AMOUNTS IN CERTAIN FUNDS AND ACCOUNTS MAINTAINED UNDER THE INDENTURE AND ARE NOT A DEBT OF THEAUTHORITY, THE CITY OF WHITTIER (THE “CITY”) OR THE STATE OF CALIFORNIA (THE “STATE”) OR ANY POLITICAL SUBDIVISIONSTHEREOF (OTHER THAN THE AGENCY, TO THE LIMITED EXTENT SET FORTH IN THE INDENTURE), AND NONE THE AUTHORITY, THECITY OR THE STATE OR ANY POLITICAL SUBDIVISIONS THEREOF (OTHER THAN THE AGENCY), IS LIABLE THEREFOR. THE BONDS ARENOT PAYABLE FROM, AND ARE NOT SECURED BY, ANY FUNDS OF THE AGENCY, OTHER THAN THE TAX REVENUES PLEDGED PURSUANTTO THE INDENTURE. THE BONDS DO NOT CONSTITUTE AN INDEBTEDNESS WITHIN THE MEANING OF ANY CONSTITUTIONAL ORSTATUTORY DEBT LIMITATION OR RESTRICTION. NEITHER THE MEMBERS OF THE AGENCY NOR ANY PERSONS RESPONSIBLE FOR THEEXECUTION OF THE BONDS IS LIABLE PERSONALLY FOR PAYMENT OF THE BONDS BY REASON OF THEIR ISSUANCE.
MATURITY SCHEDULE
$3,540,000 5.50% Term Bonds due November 1, 2017—Price 100%—CUSIP 966775 DY1†
$12,120,000 6.09% Term Bonds due November 1, 2038—Price 100%—CUSIP 966775 DZ8†
This cover page contains information for quick reference only. It is not intended to be a summary of all factors relating to an investment in the Bonds.Investors should review the entire Official Statement before making any investment decision with respect to the Bonds.
The Bonds are offered when, as and if issued and accepted by the Underwriter, subject to the approval as to their legality by Quint & Thimmig LLP, SanFrancisco, California, Bond Counsel. Certain other legal matters related to this offering will be passed upon for the Authority and the Agency by theRichards, Watson & Gershon, Brea, California, and by Quint & Thimmig LLP, San Francisco, California, Disclosure Counsel. It is expected that the Bondsin definitive form will be available for delivery to DTC in New York, New York on or about June 12, 2007.
May 24, 2007
† Copyright 2007, American Bankers Association. CUSIP data herein is provided by Standard and Poor’s CUSIP Service Bureau, a division of TheMcGraw-Hill Companies, Inc. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Service. CUSIPnumbers are provided for convenience of reference only. Neither the Agency nor the Underwriter takes any responsibility for the accuracy of suchnumbers.
WHITTIER REDEVELOPMENT AGENCY
Agency Board
Owen Newcomer, ChairJoe Vinatieri, Vice Chair
Bob Henderson, Board MemberJ. Greg Nordbak, Board Member
Cathy Warner, Board Member
Agency Staff and Officials
Stephen W. Helvey, Executive DirectorNancy Mendez, Assistant Executive Director
Kathryn A. Marshall, Secretary-TreasurerRod Hill, Fiscal Officer
U.S. Bank National AssociationLos Angeles, California
Trustee
HdL Coren & ConeDiamond Bar, California
Fiscal Consultant
Ross FinancialSan Francisco, California
Financial Advisor
No dealer, broker, salesperson or other person has been authorized by the Agency to give any information or tomake any representations in connection with the offer or sale of the Bonds other than those contained herein and, if given ormade, such other information or representations must not be relied upon as having been authorized by the Agency. ThisOfficial Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of theBonds by a person in any j urisdiction in which it is unlawful for such person to make such an offer, solicitation or sale.
This Official Statement is not to be construed as a contract with the purchasers of the Bonds. Statements contained inthis Official Statement which involve estimates, forecasts or matters of opinion, whether or not expressly so described herein,are intended solely as such and are not to be construed as representations of fact.
The information set forth herein has been obtained from sources which are believed to be reliable but suchinformation is not guaranteed as to accuracy or completeness. The information and expressions of opinions herein are subjectto change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under anycircumstances, create any implication that there has been no change in the affairs of the Agency since the date hereof. TheUnderwriter has provided the following sentence for inclusion in this Official Statement: The Underwriter has reviewed theinformation in this Official Statement in accordance with and as part of this transaction but the Underwriter does not guaranteethe accuracy or completeness of such information. All summaries of the Indenture and other documents are made subject tothe provisions of such documents and do not purport to be complete statements of any or all such provisions.
This Official Statement is submitted in connection with the sale of the Bonds referred to herein and may not bereproduced or used, in whole or in part, for any other purpose.
OTHER THAN WITH RESPECT TO INFORMATION CONCERNING FINANCIAL GUARANTYINSURANCE COMPANY, DOING BUSINESS IN CALIFORNIA AS FGIC INSURANCE COMPANY (“FINANCIALGUARANTY”) CONTAINED UNDER THE CAPTION “MUNICIPAL BOND INSURANCE” HEREIN AND INAPPENDIX G HERETO, NONE OF THE INFORMATION IN THIS OFFICIAL STATEMENT HAS BEEN SUPPLIED ORVERIFIED BY FINANCIAL GUARANTY AND FINANCIAL GUARANTY MAKES NO REPRESENTATION ORWARRANTY, EXPRESS OR IMPLIED, AS TO: (I) THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION;(II) THE VALIDITY OF THE BONDS; OR (III) THE TAX STATUS OF THE INTEREST ON THE BONDS.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECTTRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS AT A LEVEL ABOVE THATWHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED , MAY BEDISCONTINUED AT ANY TIME. THE UNDERWRITER MAY OFFER AND SELL THE BONDS TO CERTAIN DEALERSAND DEALER BANKS AND BANKS ACTING AS AGENT AT PRICES LOWER THAN THE PUBLIC OFFERING PRICESSTATED ON THE COVER PAGE HEREOF AND SAID PUBLIC OFFERING PRICES MAY BE CHANGED FROM TIME TOTIME BY THE UNDERWRITER.
This Official Statement contains forward looking statements by the Agency concerning future conditions affecting theAgency, the City, the State and the United States which may relate to its business operations and financial condition of theAgency. The Official Statement contains the words or phrases “will likely result,” “are expected to,” “will continue,” “isanticipated,” “estimate,” “project,” “forecast,” “expect,” “intend” or variations of those terms to identify “forward lookingstatements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 Section 21E of the U.S. Securitiesand Exchange Act of 1934, as amended, and Section 27A of the U.S. Securities and Exchange Act of 1933, as amended. Youshould not rely on these forward-looking statements which speak only as to the Agency’s expectations as of the date of thisOfficial Statement. Such statements are subject to risks and uncertainties that could cause actual results to differ materially fromthose contemplated in such forward-looking statements. Except as required by law, neither the Agency, the City or theUnderwriter undertake any duty to update any forward looking statements after the date of this Official Statement, either toconfirm any statement to reflect actual results or to reflect the occurrence of unanticipated events.
THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, INRELIANCE UPON AN EXCEPTION FROM THE REGISTRATION REQUIREMENTS CONTAINED IN SECTION 3(a)(2) OFSUCH ACT. THE BONDS HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANYSTATE. THE INDENTURE HAS NOT BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED,IN RELIANCE UPON AN EXEMPTION CONTAINED IN SUCH ACT.
TABLE OF CONTENTS
Page Page
INTRODUCTION...................................................................1General ....................................................................................1Purpose of Issuance ...........................................................1The Agency ...........................................................................1The City...................................................................................1The Redevelopment Projects .........................................2Tax Allocation Financing.................................................3The Bonds ..............................................................................3Source of Payment for the Bonds.................................3Reserve Fund........................................................................4Municipal Bond Insurance ..............................................4Parity Debt .............................................................................4Risk Factors ...........................................................................4Continuing Disclosure ......................................................4Tax Matters............................................................................5Professionals Involved in the Offering......................5Forward-Looking Statements ........................................5Other Matters .......................................................................5Other Information ..............................................................6
ESTIMATED SOURCES AND USES OFFUNDS........................................................................................6DEBT SERVICE SCHEDULE.............................................7THE BONDS.............................................................................7
General Provisions .............................................................7Redemption...........................................................................8Book-Entry System...........................................................11
SECURITY FOR THE BONDS........................................11Housing Tax Revenues ..................................................11Pledge of Housing Tax Revenues ..............................12Security of Bonds; Equal Security ..............................12Special Fund; Deposit of Housing TaxRevenues ..............................................................................13Deposit of Amounts by Trustee .................................13Issuance of Parity Debt ...................................................14Issuance of Subordinate Debt ......................................15
MUNICIPAL BOND INSURANCE .............................16Payments Under the Policy ..........................................16Financial Guaranty Insurance Company.................17Financial Guaranty’s Credit Ratings .........................18
THE CITY.................................................................................19THE AGENCY .......................................................................19
Authority and Management ........................................19Agency Powers and Duties ..........................................20Redevelopment Projects ................................................20Outstanding Indebtedness of the Agency..............20Agency Financial Statements .......................................21Redevelopment Plan Limits .........................................21Appeals of Assessed Values ........................................23
GREENLEAF REDEVELOPMENT PROJECT..........24General ..................................................................................24The Greenleaf Redevelopment Project ....................25Current and Projected RedevelopmentProjects ..................................................................................27Redevelopment Plan Limitations...............................27Assessed Valuation..........................................................28Annual Tax Receipts to Tax Levy..............................29Appeals of Assessed Values ........................................30Fiscal Consultant’s Report.............................................30Housing Tax Revenue Projections.............................31
General ..................................................................................41The Earthquake Recovery RedevelopmentProject ....................................................................................42Current and Projected RedevelopmentProjects ..................................................................................44Redevelopment Plan Limitations...............................44Base Year Adjustments per Section 33676..............44Assessed Valuation..........................................................46Annual Tax Receipts to Tax Levy..............................48Appeals of Assessed Values ........................................49Fiscal Consultant’s Report.............................................49Housing Tax Revenue Projections.............................50
General ..................................................................................51The Commercial Corridor RedevelopmentProject ....................................................................................52Current and Projected RedevelopmentProjects ..................................................................................52Redevelopment Plan Limitations...............................53Annual Tax Receipts to Tax Levy..............................56Appeals of Assessed Values ........................................57Fiscal Consultant’s Report.............................................57Housing Tax Revenue Projections.............................59
ALL REDEVELOPMENT PROJECTS ..........................60Assessed Valuation..........................................................60Housing Tax Revenue Projections.............................61
BONDOWNERS’ RISKS....................................................63Limited Obligations .........................................................63No Acceleration on Default ..........................................63Bankruptcy...........................................................................63Investment Risk ................................................................64Secondary Market .............................................................64Reduction in Taxable Values........................................64Changes in the Law.........................................................65Reductions in Inflationary Rate ..................................65Assessment Appeals .......................................................66Additional Obligations ...................................................66Proposition 8 Adjustments ...........................................66Levy and Collection of Taxes .......................................67Real Estate and General Economic Risks ................67Concentration of Land Ownership............................67Development Risks..........................................................68
Future Land Use Regulations and GrowthControl Initiatives .............................................................68Estimates of Housing Tax Revenues ........................68Hazardous Substances ....................................................69Seismic Risk and Flood Risk ........................................69State Budget; ERAF Shift ...............................................69
CONSTITUTIONAL AND STATUTORYPROVISIONS AFFECTING HOUSING TAXREVENUES .............................................................................70
Property Tax Limitations—Article XIIIA................70Challenges to Article XIIIA...........................................71Implementing Legislation .............................................71Unitary Property ...............................................................71Property Tax Collection Procedures ..........................72Appropriations Limitations—Article XIIIB............73State Board of Equalization and PropertyAssessment Practices ......................................................73
Exclusion of Housing Tax Revenues forGeneral Obligation Bonds Debt Service ..................73Proposition 218...................................................................74AB 1290 .................................................................................74SB 211 .....................................................................................74Future Initiatives ...............................................................74Low and Moderate Income Housing .......................75Statement of Indebtedness............................................75
CERTAIN LEGAL MATTERS.........................................76Legal Opinions ...................................................................76Enforceability of Remedies ...........................................76
RATING....................................................................................76CONTINUING DISCLOSURE........................................76ABSENCE OF LITIGATION ............................................77TAX MATTERS .....................................................................77UNDERWRITING................................................................77MISCELLANEOUS..............................................................78
APPENDIX A SUMMARY OF THE INDENTUREAPPENDIX B GENERAL INFORMATION REGARDING THE CITYAPPENDIX C AUDITED FINANCIAL STATEMENTS OF THE AGENCY FOR THE
FISCAL YEAR ENDED JUNE 30, 2006APPENDIX D FISCAL CONSULTANT’S REPORTAPPENDIX E FORM OF BOND COUNSEL’S OPINIONAPPENDIX F FORM OF CONTINUING DISCLOSURE CERTIFICATEAPPENDIX G SPECIMEN MUNICIPAL BOND INSURANCE POLICYAPPENDIX H BOOK-ENTRY ONLY SYSTEM
THIS PAGE INTENTIONALLY LEFT BLANK
OFFICIAL STATEMENT
$15,660,000WHITTIER REDEVELOPMENT AGENCYTaxable Tax Allocation Bonds, 2007 Series B
(Housing Projects)
INTRODUCTION
General
This Official Statement of the Whittier Redevelopment Agency (the “Agency”)provides information regarding the sale by the Agency of $15,660,000 aggregate principalamount of its Whittier Redevelopment Agency Taxable Tax Allocation Bonds, 2007 Series B(Housing Projects) (the “Bonds”).
Definitions of certain capitalized terms used in this Official Statement are set forth inAPPENDIX A—”SUMMARY OF THE INDENTURE.” This Official Statement contains briefdescriptions of the Bonds, the Indenture, the Agency and the Redevelopment Projects. Suchdescriptions do not purport to be comprehensive or definitive. All references in thisOfficial Statement to specific documents are qualified in their entirety by reference to suchdocuments and references to the Bonds are qualified in their entirety by reference to theform of the Bonds included in the Indenture. Copies of the Indenture and other documentsdescribed in this Official Statement may be obtained from the Agency as described underthe subheading “Other Information” below.
Purpose of Issuance
Proceeds from the sale of the Bonds will be used to (a) finance low and moderateincome housing activities throughout the geographic boundaries of the City of Whittier (the“City”), (b) fund a reserve account for the Bonds, and (c) provide for the costs of issuing theBonds. See “ESTIMATED SOURCES AND USES OF FUNDS” herein.
The Agency
The Agency was established on September 21, 1971, by the City Council of the Cityunder the California Community Redevelopment Law, constituting Part 1, Division 24(commencing with section 33000) of the California Health and Safety Code (the“Redevelopment Law”), with the adoption of Ordinance No. 1939. The five members of theCity Council serve as the governing body of the Agency, and exercise all rights, powers,duties and privileges of the Agency. The Mayor serves as Chair of the Agency. See “THEAGENCY” herein.
The City
The City is located in Los Angeles County (the “County”), approximately 14 mileseast of the City of Los Angeles at the base of the Puente Hills. Incorporated in 1898, the Cityoperates as a charter city with a Council-Manager form of government. The Mayor isselected by the City Council from among its members. For certain information with respectto the City, see APPENDIX B—”GENERAL INFORMATION REGARDING THE CITY.”
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The Redevelopment Projects
The Agency adopted a redevelopment plan (the “Greenleaf Avenue/UptownWhittier Redevelopment Plan”) for its Greenleaf Avenue/Uptown Whittier RedevelopmentProject (the “Greenleaf Redevelopment Project”) on February 5, 1974. The GreenleafRedevelopment Project consists of approximately 137 acres or approximately 1.7 percent ofthe land area of the City. The total assessed valuation of taxable property in the GreenleafRedevelopment Project in fiscal year 2006-2007 is $173,864,237, with $152,975,374 of suchamount representing incremental assessed value in excess of the adjusted assessed valuationin the Base Year of 1973-74. See “THE GREENLEAF REDEVELOPMENT PROJECT” hereinand APPENDIX D—“FISCAL CONSULTANT’S REPORT.”
The Agency adopted a redevelopment plan (the “Whittier BoulevardRedevelopment Plan”) for its Whittier Boulevard Redevelopment Project (the “WhittierBoulevard Redevelopment Project”) on November 28, 1978. The Whittier BoulevardRedevelopment Project consists of approximately 238 acres or approximately 2.95 percentof the land area of the City. The total assessed valuation of taxable property in the WhittierBoulevard Redevelopment Project in fiscal year 2006-2007 is $165,433,393, with $133,605,000of such amount representing incremental assessed value in excess of the adjusted assessedvaluation in the Base Year of 1978-79. See “THE WHITTIER BOULEVARDREDEVELOPMENT PROJECT” herein and APPENDIX D—“FISCAL CONSULTANT’SREPORT.”
The Agency adopted a redevelopment plan (the “Earthquake RecoveryRedevelopment Plan”) for its Whittier Earthquake Recovery Redevelopment Project (the“Earthquake Recovery Redevelopment Project”) on November 24, 1987. The EarthquakeRecovery Redevelopment Project consists of approximately 521 acres or approximately 6.5percent of the land area of the City. The total assessed valuation of taxable property in theEarthquake Recovery Redevelopment Project in fiscal year 2006-2007 is $459,130,321, with$288,580,806 of such amount representing incremental assessed value in excess of theadjusted assessed valuation in the Base Year of 1987-88. See “THE EARTHQUAKERECOVERY REDEVELOPMENT PROJECT” herein and APPENDIX D—“FISCALCONSULTANT’S REPORT.”
The Agency adopted a redevelopment plan (the “Commercial CorridorRedevelopment Plan” and, with the Greenleaf Avenue/Uptown Whittier RedevelopmentPlan, the Whittier Boulevard Redevelopment Plan and the Earthquake RecoveryRedevelopment Plan, the “Redevelopment Plans”) for its Commercial CorridorRedevelopment Project (the “Commercial Corridor Redevelopment Project” and, with theGreenleaf Redevelopment Project, the Whittier Boulevard Redevelopment Project and theEarthquake Recovery Redevelopment Project, the “Redevelopment Projects”), on March 26,2002. The Commercial Corridor Redevelopment Project consists of approximately 628 acres(419 acres in the original area and 209 acres in the added area) or approximately 7.8 percentof the land area of the City. The total assessed valuation of taxable property in theCommercial Corridor Redevelopment Project in fiscal year 2006-2007 is $489,128,036, with$138,220,568 of such amount representing incremental assessed value in excess of theadjusted assessed valuation in the Base Year of 2001-02. Assessed valuations in theCommercial Corridor Redevelopment Project are subject to numerous risks which couldresult in decreases from those reported for Fiscal Year 2006-2007. See “BONDOWNERS’RISKS” herein. Also see “THE COMMERCIAL CORRIDOR REDEVELOPMENTPROJECT” herein and APPENDIX D—”FISCAL CONSULTANT’S REPORT.”
Contemporaneously with the issuance of the Bonds, the Agency plans to issue itsWhittier Redevelopment Agency Tax Allocation Bonds, 2007 Series A (Commercial
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Corridor Redevelopment Project)(the “Commercial Corridor Bonds”). The issuance of theCommercial Corridor Bonds will have no impact on the amount of Housing Tax Revenuesavailable for the payment of the Bonds.
Tax Allocation Financing
The Redevelopment Law provides a means for financing redevelopment projectsbased upon an allocation of taxes collected within a project area. The taxable valuation of aproject area last equalized prior to adoption of the redevelopment plan, or “base roll,” isestablished and, except for any period during which the taxable valuation drops below thebase year level, the taxing agencies thereafter receive the taxes produced by the levy of thethen current tax rate upon the base roll. Taxes collected upon any increase in taxablevaluation over the base roll (the tax increment revenues) are allocated to the applicableredevelopment agency and may be pledged by the redevelopment agency to the repaymentof any indebtedness incurred in financing or refinancing a redevelopment project.Redevelopment agencies themselves have no authority to levy property taxes and mustlook specifically to the allocation of taxes produced as above indicated.
The Bonds
The Bonds are being issued pursuant to the Redevelopment Law, a resolutionadopted by the Agency on May 8, 2007, and an Indenture of Trust, dated as of June 1, 2007(the “Indenture”), by and between the Agency and U.S. Bank National Association, astrustee (the “Trustee”). See “THE BONDS” herein and APPENDIX A—”SUMMARY OFTHE INDENTURE.”
The Bonds will be issued in denominations of $5,000 each or integral multiplesthereof. Interest on the Bonds will be payable on each May 1 and November 1, commencingon November 1, 2007. Principal of and interest on the Bonds will be payable by the Trusteeto DTC which will be responsible for remitting such principal and interest to the DTCParticipants which will in turn be responsible for remitting such principal and interest tothe beneficial owners of the Bonds. No physical distribution of the Bonds will be made tothe public. See “THE BONDS—Book-Entry System” herein.
Source of Payment for the Bonds
The Bonds are special obligations of the Agency and are payable from and securedby a pledge of Housing Tax Revenues and amounts in certain funds and accounts heldunder the Indenture. The term “Housing Tax Revenues” is defined in the Indenture as alltaxes pledged and annually allocated within the Plan Limitations, following the ClosingDate, and paid to the Agency with respect to the Redevelopment Projects pursuant toArticle 6 of Chapter 6 (commencing with section 33670) of the Law and section 16 of ArticleXVI of the Constitution of the State, or pursuant to other applicable State laws, and asprovided in the Redevelopment Plans, and all payments, subventions and reimbursements,if any, to the Agency specifically attributable to ad valorem taxes lost by reason of taxexemptions and tax rate limitations, which are required to be deposited into the Low andModerate Income Housing Fund of the Agency in any Fiscal Year pursuant to section33334.3 of the Redevelopment Law.
The Housing Tax Revenues are not subject to the pledge and lien of anyindebtedness of the Agency other than the Bonds and any Parity Debt hereafter issued inaccordance with the Indenture, and certain other obligations which are made or are by theirterms subordinate to the payment of the Bonds. See “LIMITATION ON HOUSING TAXREVENUES” and “THE AGENCY—Outstanding Indebtedness of the Agency” herein. The
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Bonds are not payable from, and are not secured by, any funds of the Agency other than theHousing Tax Revenues and amounts in certain funds and accounts pledged therefore underthe Indenture. See “SECURITY FOR THE BONDS” herein.
Reserve Fund
A reserve account (the “Reserve Account”) will be established and held under theIndenture in order to secure the payment of principal of and interest on the Bonds in anamount, as of the Closing Date, equal to the Reserve Requirement. If, on any InterestPayment Date for the Bonds, the amounts on deposit under the Indenture to pay theprincipal of or interest due on the Bonds are insufficient therefor, the Trustee will draw onthe Reserve Account to replenish the Interest Account, the Principal Account or the SinkingAccount, in that order, to make up such deficiencies. See “SECURITY FOR THEBONDS—Deposit of Amounts by Trustee—Reserve Account” herein and APPENDIXD—”SUMMARY OF THE INDENTURE” for additional information on the ReserveAccount.
Municipal Bond Insurance
The scheduled payment of principal of and interest on the Bonds when due will beguaranteed under a municipal bond new issue insurance policy (the “Municipal BondInsurance Policy”) to be issued concurrently with the delivery of the Bonds by FinancialGuaranty Insurance Company, doing business in California as FGIC Insurance Company(“Financial Guaranty”). See “MUNICIPAL BOND INSURANCE” herein.
Parity Debt
The Indenture provides that in addition to the Bonds, the Agency may provide forthe issuance of Parity Debt secured by a lien on Housing Tax Revenues on a parity with theBonds to finance low and moderate income housing activities throughout the geographicboundaries of the City in such principal amount as shall be determined by the Agency. TheAgency may deliver Parity Debt subject to certain specific conditions set forth in theIndenture. See “SECURITY FOR THE BONDS—Issuance of Parity Debt.”
Risk Factors
Prospective investors should review this Official Statement and the appendiceshereto in their entirety and should consider certain risk factors associated with the purchaseof the Bonds, some of which have been summarized in the section herein entitled“BONDOWNERS’ RISKS” herein.
Continuing Disclosure
The Agency will covenant, pursuant to a continuing disclosure certificate (the“Continuing Disclosure Certificate”) to be executed on the date of delivery of the Bonds, forthe benefit of owners and beneficial owners of the Bonds, to provide certain financialinformation and operating data related to the Agency and the Redevelopment Projects bynot later than seven months following the end of the Agency’s Fiscal Year (the “AnnualReport”), and to provide notices of the occurrence of certain enumerated events, if material.The Annual Report will be filed by the Agency with each Nationally Recognized MunicipalSecurities Information Repository (as defined in the Continuing Disclosure Certificate), andwith the appropriate State information depository, if any. The notices of material eventswill be filed by the Agency with the Municipal Securities Rulemaking Board (and with theappropriate State information depository, if any). The specific nature of the information to
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be contained in the Annual Report and any notices of material events is summarized belowunder the caption “CONTINUING DISCLOSURE” herein. The form of the ContinuingDisclosure Certificate is set forth in APPENDIX E—”FORM OF CONTINUINGDISCLOSURE CERTIFICATE.” The covenants of the Agency in the Continuing DisclosureCertificate have been made in order to assist the Underwriter in complying with S.E.C. Rule15c2-12(b)(5).
Tax Matters
In the opinion of Quint & Thimmig LLP, San Francisco, California, Bond Counsel,interest on the Bonds is exempt from California personal income taxes. NO ATTEMPT HASBEEN OR WILL BE MADE TO COMPLY WITH CERTAIN REQUIREMENTS RELATINGTO THE EXCLUSION OF INTEREST ON THE BONDS FROM GROSS INCOME FORFEDERAL INCOME TAX PURPOSES. See “TAX MATTERS” herein.
Professionals Involved in the Offering
The proceedings of the Agency in connection with the issuance of the Bonds aresubject to the approval as to their legality of Quint & Thimmig LLP, San Francisco,California, Bond Counsel. Certain legal matters will be passed upon for the Agency byQuint & Thimmig LLP, San Francisco, California, as Disclosure Counsel, and by Richards,Watson & Gershon, Brea, California, as counsel to the Agency. U.S. Bank NationalAssociation, Los Angeles, California, will act as the Trustee under the Indenture. RossFinancial, San Francisco, California, is serving as financial advisor to the Agency for theBonds. HdL Coren & Cone (the “Fiscal Consultant”) has been retained to prepare a FiscalConsultant’s report for the Bonds. The fees of Quint & Thimmig LLP, Ross Financial andU.S. Bank National Association are contingent upon the sale and delivery of the Bonds.
Forward-Looking Statements
This Official Statement, and particularly the information contained under theheadings entitled “ESTIMATED SOURCES AND USES OF FUNDS,” “SECURITY ANDSOURCES OF PAYMENT FOR THE BONDS,” “MUNICIPAL BOND INSURANCE” andAPPENDIX B—”GENERAL INFORMATION REGARDING THE CITY,” containsstatements relating to future results that are “forward-looking statements” as defined in thePrivate Securities Litigation Reform Act of 1995. When used in this Official Statement, thewords “estimate,” “forecast,” “intend,” “expect” and similar expressions identify forward-looking statements. Such statements are subject to risks and uncertainties that could causeactual results to differ materially from those contemplated in such forward-lookingstatements. Any forecast is subject to such uncertainties. Inevitably, some assumptions usedto develop the forecasts will not be realized and unanticipated events and circumstancesmay occur. Therefore, there are likely to be differences between forecasts and actual results,and those differences may be material. The Agency is not obligated to issue any updates orrevisions to the forward-looking statements if or when its expectations, or events, conditionsor circumstances on which such statements are based occur. See “BONDOWNERS’ RISKS”and “LIMITATIONS ON HOUSING TAX REVENUES.”
Other Matters
There follows in this Official Statement brief descriptions of the Bonds, the securityfor the Bonds, the Indenture, the Agency, the City, the Redevelopment Projects, and certainother information relevant to the issuance of the Bonds. The descriptions and summaries ofdocuments herein do not purport to be comprehensive or definitive, and reference is madeto each such document for the complete details of all its respective terms and conditions.
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All statements herein with respect to such documents are qualified in their entirety byreference to each such document for the complete details of all of their respective terms andconditions. All statements herein with respect to certain rights and remedies are qualifiedby reference to laws and principles of equity relating to or affecting creditors’ rightsgenerally. Copies of the Indenture are available for inspection during business hours at thecorporate trust office of the Trustee.
The information and expressions of opinion herein speak only as of the date of thisOfficial Statement and are subject to change without notice. Neither delivery of this OfficialStatement nor any sale made hereunder nor any future use of this Official Statement shall,under any circumstances, create any implication that there has been no change in the affairsof the Authority, the Agency or the City since the date hereof.
All financial and other information presented in this Official Statement has beenprovided by the Authority, the Agency and the City from their records, except forinformation expressly attributed to other sources. The presentation of information,including the tables of receipts from taxes and other revenues, is intended to show recenthistoric information and is not intended to indicate future or continuing trends in thefinancial or other affairs of the Authority, the Agency or the City. No representation is madethat past experience, as it might be shown by such financial and other information, willnecessarily continue or be repeated in the future.
Other Information
This Official Statement speaks only as of its date and the information containedherein is subject to change without notice. Copies of documents referred to herein areavailable from the Agency upon written request to the Agency, 13230 Penn Street, Whittier,CA 90602, Attention: Executive Director. The Agency may impose a charge for copying,mailing and handling expenses related to any request for documents.
ESTIMATED SOURCES AND USES OF FUNDS
The following table sets forth a summary of the estimated sources and uses of fundsassociated with the issuance and sale of the Bonds.
Sources of Funds
Par Amount of Bonds $ 15,660,000.00 Total Sources $ 15,660,000.00
Uses o f Funds
Deposit to Low and Moderate Income Housing Fund $13,777,876.74Deposit to Reserve Account (1) 1,212,808.00Deposit to Costs of Issuance Account (2) 669,315.26 Total Uses $ 15,660,000.00
(1) Represents an amount equal to maximum annual debt service on the Bonds.(2) Includes Underwriter’s discount, fees and expenses of the Trustee, Bond Counsel, Disclosure Counsel, the
premium for the Municipal Bond Insurance Policy, and the Financial Advisor, printing expenses and othercosts of issuance .
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DEBT SERVICE SCHEDULE
The following table sets forth the scheduled annual debt service for the Bonds.
The Bonds will be delivered in fully registered form, without coupons, in thedenomination of $5,000 each or any integral multiple thereof. Interest on the Bonds will bepayable semiannually on each May 1 and November 1, commencing November 1, 2007(each, an “Interest Payment Date”), to the Owner thereof as of the close of business on thefifteenth (15th) calendar day of the month preceding each Interest Payment Date, whether ornot such fifteenth (15th) calendar day is a business day (each, a “Record Date”). Principal ofthe Bonds will be payable on November 1 in each of the years and in the amounts shown onthe cover page hereof.
The Bonds will be dated as of their date of delivery. Each Bond will bear interestfrom the Interest Payment Date next preceding the date of authentication thereof, unless (i)it is executed during the period from the day after the Record Date for an Interest Payment
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Date to and including such Interest Payment Date, in which event it will bear interest fromsuch Interest Payment Date, or (ii) it is executed on or prior to the Record Date for the firstInterest Payment Date, in which event it will bear interest from the date of its initialdelivery; provided, however , that if, at the time of registration of any Bond interest withrespect to such Bond is in default, such Bond will bear interest from the Interest PaymentDate to which interest has been paid or made available for payment with respect to suchBond.
Interest on the Bonds will be payable in lawful money of the United States ofAmerica on each Interest Payment Date to the Owner thereof as of the close of business onthe Record Date. Subject to the book-entry system established for the Bonds (see “Book-Entry System” below), such interest to be paid by check of the Trustee, mailed by first classmail no later than the Interest Payment Date to the Owners at their addresses as they appear,on such Record Date, on the bond registration books maintained by the Trustee; provided,however, that at the written request of the Owner of at least $1,000,000 in aggregate principalamount of Outstanding Bonds filed with the Trustee prior to any Record Date, interest onsuch Bonds will be paid to such Owner on each succeeding Interest Payment Date (unlesssuch request has been revoked in writing) by wire transfer of immediately available fundsto an account in the continental United States designated in such written request. Paymentsof defaulted interest with respect to the Bonds will be paid by check to the registeredOwners of the Bonds as of a special record date to be fixed by the Trustee, notice of whichspecial record date shall be given to the Owners of the Bonds not less than ten days priorthereto. The principal of and premium, if any, on the Bonds are payable when due uponsurrender thereof at the principal corporate trust office of the Trustee in Los Angeles,California, in lawful money of the United States of America.
Redemption
Optional Redemption of Bonds. The Bonds maturing on or before November 1, 2017, arenot subject to optional redemption prior to maturity. The Bonds maturing on or afterNovember 1, 2018, are subject to redemption, at the option of the Agency on any date on orafter November 1, 2017, as a whole or in part, from any available source of funds, at aredemption price equal to the principal amount thereof, together with accrued interest tothe date fixed for redemption, without premium.
The Agency is required to give the Trustee written notice of its intention tooptionally redeem Bonds under with a designation of the maturities to be redeemed at leastforty-five (45), but not more than seventy-five (75) days, or such shorter period as shall beacceptable to the Trustee, prior to the date fixed for such redemption, and shall transfer tothe Trustee for deposit in the Debt Service Fund all amounts required for such redemptionon or prior to the date fixed for such redemption. The maturity or maturities of Bonds to becalled for redemption shall be determined by the Agency. If the Agency shall fail to select aparticular maturity or maturities for redemption, such redemption shall be made in inverseorder of maturity.
Sinking Account Redemption. The Bonds maturing on November 1, 2017 (the “2017Term Bonds”) are subject to mandatory redemption, in part by lot, from Sinking Accountpayments set forth in the following schedule on November 1, 2008, and on November 1 ineach year thereafter to and including November 1, 2017, at a redemption price equal to theprincipal amount thereof to be redeemed (without premium), together with interestaccrued thereon to the date fixed for redemption; provided, however , that if some but not allof the 2017 Term Bonds have been optionally redeemed, the total amount of SinkingAccount payments to be made subsequent to such redemption shall be reduced in anamount equal to the principal amount of the 2017 Term Bonds so redeemed by reducing
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each such future Sinking Account payment on a pro rata basis (as nearly as practicable) inintegral multiples of $5,000, as shall be designated pursuant to written notice filed by theAgency with the Trustee.
Redemption Date Principal Redemption Date Principal(November 1) Amount (November 1) Amount
In lieu of such redemption, the Trustee may apply amounts in the Sinking Accountto the purchase of 2017 Term Bonds at public or private sale, as and when and at such prices(including brokerage and other charges, but excluding accrued interest, which is payablefrom the Interest Account) as may be directed by the Agency, except that the purchase price(exclusive of accrued interest) may not exceed the redemption price then applicable to the2017 Term Bonds, as set forth in a Written Request of the Agency.
The Bonds maturing on November 1, 2038 (the “2038 Term Bonds”) are subject tomandatory redemption, in part by lot, from Sinking Account payments set forth in thefollowing schedule on November 1, 2018, and on November 1 in each year thereafter to andincluding November 1, 2038, at a redemption price equal to the principal amount thereof tobe redeemed (without premium), together with interest accrued thereon to the date fixedfor redemption; provided, however , that if some but not all of the 2038 Term Bonds have beenoptionally redeemed, the total amount of Sinking Account payments to be madesubsequent to such redemption shall be reduced in an amount equal to the principalamount of the 2038 Term Bonds so redeemed by reducing each such future SinkingAccount payment on a pro rata basis (as nearly as practicable) in integral multiples of $5,000,as shall be designated pursuant to written notice filed by the Agency with the Trustee.
Redemption Date Principal Redemption Date Principal(November 1) Amount (November 1) Amount
In lieu of such redemption, the Trustee may apply amounts in the Sinking Accountto the purchase of 2038 Term Bonds at public or private sale, as and when and at such prices(including brokerage and other charges, but excluding accrued interest, which is payablefrom the Interest Account) as may be directed by the Agency, except that the purchase price(exclusive of accrued interest) may not exceed the redemption price then applicable to the2038 Term Bonds, as set forth in a Written Request of the Agency.
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Notice of Redemption. The Trustee on behalf and at the expense of the Agency isrequired to mail (by first class mail, postage prepaid) notice of any redemption at leastthirty (30) but not more than sixty (60) days prior to the redemption date, to (i) the Ownersof any Bonds designated for redemption at their respective addresses appearing on theRegistration Books, and (ii) the Securities Depositories and to one or more InformationServices designated in a Written Request of the Agency filed with the Trustee; but suchmailing is not a condition precedent to such redemption and neither failure to receive anysuch notice nor any defect therein will affect the validity of the proceedings for theredemption of such Bonds or the cessation of the accrual of interest thereon. Such noticemust state the redemption date and the redemption price, must designate the CUSIPnumber of the Bonds to be redeemed, must state the individual number of each Bond to beredeemed or must state that all Bonds between two stated numbers (both inclusive) or all ofthe Bonds Outstanding are to be redeemed, and must require that such Bonds be thensurrendered at the Principal Corporate Trust Office for redemption at the redemptionprice, giving notice also that further interest on such Bonds will not accrue from and afterthe redemption date.
Notwithstanding the foregoing, in the case of any optional redemption of the Bonds,the notice of redemption shall state that the redemption is conditioned upon receipt by theTrustee of sufficient moneys to redeem the Bonds on the anticipated redemption date, andthat the optional redemption shall not occur if, by no later than the scheduled redemptiondate, sufficient moneys to redeem the Bonds have not been deposited with the Trustee. Inthe event that the Trustee does not receive sufficient funds by the scheduled optionalredemption date to so redeem the Bonds to be optionally redeemed, such event shall notconstitute and Event of Default, the Trustee shall send written notice to the owners of theBonds, to the Securities Depositories and to one or more of the Information Services to theeffect that the redemption did not occur as anticipated, and the Bonds for which notice ofoptional redemption was given shall remain Outstanding for all purposes of the Indenture.
Partial Redemption of Bonds. In the event only a portion of any Bond is called forredemption, then upon surrender of such Bond the Agency is required to execute and theTrustee is required to authenticate and deliver to the Owner thereof, at the expense of theAgency, a new Bond or Bonds of the same interest rate and maturity, of authorizeddenominations, in aggregate principal amount equal to the unredeemed portion of theBond to be redeemed.
Effect of Redemption. From and after the date fixed for redemption, if funds availablefor the payment of the redemption price of and interest on the Bonds so called forredemption have been duly deposited with the Trustee, such Bonds so called shall cease tobe entitled to any benefit under the Indenture other than the right to receive payment of theredemption price and accrued interest to the redemption date, and no interest shall accruethereon from and after the redemption date specified in such notice.
Manner of Redemption. Whenever any Bonds or portions thereof are to be selected forredemption by lot, the Trustee shall make such selection, in such manner as the Trusteeshall deem appropriate, and shall notify the Agency thereof. In the event of redemption bylot of Bonds, the Trustee shall assign to each Bond then Outstanding a distinctive numberfor each $5,000 of the principal amount of each such Bond. The Bonds to be redeemed shallbe the Bonds to which were assigned numbers so selected, but only so much of theprincipal amount of each such Bond of a denomination of more than $5,000 shall beredeemed as shall equal $5,000 for each number assigned to it and so selected. All Bondsredeemed or purchased shall be canceled.
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Book-Entry System
The Bonds will be subject to a book-entry system of registration, transfer andpayment and each Bond will initially be registered in the name of Cede & Co, as nominee ofThe Depository Trust Company, New York, New York (“DTC”). As part of such book-entrysystem, DTC has been appointed securities depository for the Bonds, and registeredownership may not thereafter be transferred except as provided in the Indenture. The Bondsare being delivered in book-entry form only. Purchasers will not receive securitiescertificates representing their interests in the Bonds. Rather, in accordance with the book-entry system, purchasers of the Bonds will have beneficial ownership interest in thepurchased Bonds through DTC Participants (as hereinafter defined). For more informationconcerning the book-entry system, see APPENDIX H—”BOOK-ENTRY ONLY SYSTEM.”
SECURITY FOR THE BONDS
Housing Tax Revenues
Tax Allocations. The Redevelopment Law provides a means for financingredevelopment projects based upon an allocation of taxes collected within a project area.The taxable valuation of a project area last equalized prior to adoption of theredevelopment plan for the project area, or base roll, is established as of the adoption of theredevelopment plan. Thereafter, except for any period during which the taxable valuationdrops below the base year level, the taxing bodies receive the taxes produced by the levy ofthe then current tax rate upon the base roll. Taxes collected upon any increase in taxablevaluation over the base roll (with the exception of taxes derived from increases in the taxrate imposed by Taxing Agencies (hereinafter defined) to support new bondedindebtedness) (the “Tax Increment Revenues”) are allocated to the redevelopment agencyand may be pledged to the repayment of any indebtedness incurred in financing orrefinancing redevelopment. Redevelopment agencies themselves have no authority to levyproperty taxes and must look exclusively to such allocation of taxes.
As provided in the redevelopment plan for the project area, and pursuant to Article6 of Chapter 6 of the Redevelopment Law and Section 16 of Article XVI of the StateConstitution, taxes levied upon taxable property in the project area each year by or for thebenefit of the State, cities, counties, districts or other public corporations (collectively, the“Taxing Agencies”), for fiscal years beginning after the effective date of the redevelopmentplan, will be divided as follows:
(1) To Taxing Agencies: The portion equal to the amount of those taxes whichwould have been produced by the then current tax rate, applied to the taxablevaluation of such property in the redevelopment project area as last equalized priorto the establishment of the redevelopment project, or base roll, is paid into the fundsof those respective Taxing Agencies as taxes by or for said Taxing Agencies; and
(2) To the Agency : The portion of said levied taxes each year in excess of theamount referred to in (1) above is allocated to, and when collected, is paid to theagency; provided that the portion of the tax increment revenues which areattributable to a tax rate levied by a taxing agency to pay indebtedness approved bythe voters of that taxing agency on or after January 1, 1989, shall be allocated to, andwhen collected shall be paid into, the fund of such taxing agency.
Housing Set-Aside Amounts. Sections 33334.2 and 33334.3 of the Redevelopment Lawrequire each agency to set aside not less than 20% of all Tax Increment Revenues in a low
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and moderate income housing fund (the “Low and Moderate Income Housing Fund”) to beexpended for authorized low and moderate income housing purposes (the “Housing Set-Aside Amount”). Amounts on deposit in the Low and Moderate Income Housing Fundmay also be applied to pay debt service on bonds, loans or advances used to providefinancing for such low and moderate income housing purposes. Under the RedevelopmentLaw, the Housing Set-Aside Amount could be reduced or eliminated if the agency findsthat (1) no need exists in the community to improve or increase the supply of low andmoderate income housing, (2) that some stated percentage less than 20% of the tax incrementis sufficient to meet the housing need or (3) that other substantial efforts, including theobligation of funds from certain local, state or federal sources for low and moderate incomehousing, or equivalent impact are being provided for in the community . See“LIMITATIONS ON HOUSING TAX REVENUES” herein. The Agency has made no suchfinding and is, therefore, obligated to make such set-aside. The Housing Set-Aside Amountsderived from each of the Agency’s four Redevelopment Projects constitutes the HousingTax Revenues providing the security for the payment of the Bonds.
Pledge of Housing Tax Revenues
The Bonds and all payments required of the Agency under the Indenture are notgeneral obligations of the Agency but are limited special obligations of the Agency and aresecured by an irrevocable pledge of, and are payable as to principal and interest, fromHousing Tax Revenues and other funds as hereinafter described, including similar revenuesderived from any redevelopment project that may be created by the City in the future. TheBonds and interest thereon are not a debt of the City, the State or any of its politicalsubdivisions, and neither the City, the State nor any of its political subdivisions is liable onthem. In no event shall the Bonds or interest thereon be payable out of any funds orproperties other than those of the Agency as set forth in the Indenture. The Bonds do notconstitute an indebtedness within the meaning of any constitutional or statutory debtlimitation or restriction. Neither the members of the Agency nor any persons executing theBonds are liable personally on the Bonds by reason of their issuance.
Security of Bonds; Equal Security
The Bonds are secured by a pledge of, security interest in and a first and exclusivelien on all of the Housing Tax Revenues, and a first and exclusive pledge of, securityinterest in and lien upon all of the moneys in the Special Fund, the Debt Service Fund, theInterest Account, the Principal Account, the Sinking Account, and the RedemptionAccount, without preference or priority for series, issue, number, dated date, sale date, dateof execution or date of delivery. Except for the Housing Tax Revenues and such othermoneys, no funds or properties of the Agency shall be pledged to, or otherwise liable for,the payment of principal of or interest or redemption premium (if any) on the Bonds.
In consideration of the acceptance of the Bonds by those who shall hold the samefrom time to time, the Indenture shall be deemed to be and shall constitute a contractbetween the Agency and the Owners from time to time of the Bonds, and the covenants andagreements set forth in the Indenture to be performed on behalf of the Agency shall be forthe equal and proportionate benefit, security and protection of all Owners of the Bondswithout preference, priority or distinction as to security or otherwise of any of the Bondsover any of the others by reason of the number or date thereof or the time of sale, executionand delivery thereof, or otherwise for any cause whatsoever, except as expressly providedtherein.
The Agency has no power to levy and collect property taxes, and any property taxlimitation, legislative measure, voter initiative or provision of additional sources of income
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to Taxing Agencies having the effect of reducing the property tax rate or collections, couldreduce the amount of Housing Tax Revenues that would otherwise be available to pay theprincipal of, and interest on, the Bonds. Likewise, broadened property tax exemptionscould have a similar effect. See “BONDOWNERS’ RISKS” herein.
Special Fund; Deposit of Housing Tax Revenues
There is established in the Indenture a special fund to be known as the “SpecialFund,” which shall be held by the Agency. The Agency shall transfer all of the Housing TaxRevenues received in any Bond Year to the Special Fund promptly upon receipt thereof bythe Agency, until such time during such Bond Year as the amounts on deposit in theSpecial Fund equal the aggregate amounts required to be transferred to the Trustee fordeposit into the Interest Account, the Principal Account and the Sinking Account in suchBond Year.
All Housing Tax Revenues received by the Agency during any Bond Year in excessof the amount required to be deposited in the Special Fund during such Bond Year,including delinquent amounts if any, shall be released from the pledge and lien under theIndenture for the security of the Bonds and may be applied by the Agency for any lawfulpurposes of the Agency, including but not limited to the payment of Subordinate Debt, orthe payment of any amounts due and owing to the United States of America. Prior to thepayment in full of the principal of and interest and redemption premium (if any) on theBonds and the payment in full of all other amounts payable under the Indenture and underany Supplemental Indenture, the Agency shall not have any beneficial right or interest inthe moneys on deposit in the Special Fund, except as may be provided in the Indenture andin any Supplemental Indenture.
Deposit of Amounts by Trustee
There is established in the Indenture a trust fund to be known as the Debt ServiceFund, which shall be held by the Trustee in trust. Moneys in the Special Fund shall betransferred by the Agency to the Trustee in the following amounts, at the following times,and deposited by the Trustee in the following respective special accounts, which areestablished in the Debt Service Fund, and in the following order of priority:
Interest Account. On or before the fifth Business Day preceding each Interest PaymentDate, the Agency shall withdraw from the Special Fund and transfer to the Trustee, fordeposit in the Interest Account an amount which when added to the amount contained inthe Interest Account on that date, will be equal to the aggregate amount of the interestbecoming due and payable on the Outstanding Bonds on such Interest Payment Date. Nosuch transfer and deposit need be made to the Interest Account if the amount containedtherein is at least equal to the interest to become due on the next succeeding InterestPayment Date upon all of the Outstanding Bonds. All moneys in the Interest Account shallbe used and withdrawn by the Trustee solely for the purpose of paying the interest on theBonds as it shall become due and payable (including accrued interest on any Bondsredeemed or purchased prior to maturity pursuant to the Indenture).
Principal Account. On or before the fifth Business Day preceding November 1 in eachyear, the Agency shall withdraw from the Special Fund and transfer to the Trustee fordeposit in the Principal Account an amount which, when added to the amount thencontained in the Principal Account, will be equal to the principal becoming due andpayable on the Outstanding Bonds on the next November 1. No such transfer and depositneed be made to the Principal Account if the amount contained therein is at least equal tothe principal to become due on the next November 1 on all of the Outstanding Bonds. All
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moneys in the Principal Account shall be used and withdrawn by the Trustee solely for thepurpose of paying the principal of the Bonds as it shall become due and payable.
Sinking Account. On or before the fifth Business Day preceding each Sinking Accountpayment date in each year, the Agency shall withdraw from the Special Fund and transferto the Trustee for deposit in the Sinking Account an amount which, when added to theamount then contained in the Sinking Account, will be equal to the Sinking Accountinstallment becoming due and payable on the Outstanding Bonds on the next November 1.No such transfer and deposit need be made to the Sinking Account if the amount containedtherein is at least equal to the Sinking Account installment to become due on the nextNovember 1 on all of the Outstanding Bonds. All moneys in the Sinking Account shall beused and withdrawn by the Trustee solely for the purpose of paying the aggregateprincipal amount of the Term Bonds required to be redeemed on such November 1.
Reserve Account. In the event that the Trustee has actual knowledge that the amounton deposit in the Reserve Account at any time is less than the Reserve Requirement, theTrustee shall promptly notify the Agency of such fact. Promptly upon receipt of any suchnotice, the Agency shall transfer to the Trustee, Housing Tax Revenues sufficient tomaintain the Reserve Requirement on deposit in the Reserve Account. If there shall then notbe sufficient Housing Tax Revenues to transfer an amount sufficient to maintain the ReserveRequirement on deposit in the Reserve Account, the Agency shall be obligated to continuemaking transfers as Housing Tax Revenues become available in the Special Fund until thereis an amount sufficient to maintain the Reserve Requirement on deposit in the ReserveAccount. No such transfer and deposit need be made to the Reserve Account so long asthere shall be on deposit therein a sum at least equal to the Reserve Requirement. Amountsin the Reserve Account shall be used and withdrawn by the Trustee solely for the purposeof making transfers to the Interest Account, the Principal Account and the Sinking Accountin such order of priority, in the event of any deficiency at any time in any of such accountsor for the retirement of all the Bonds then Outstanding, except that so long as the Agency isnot in default under the Indenture, any amount in the Reserve Account in excess of theReserve Requirement (as determined by the Trustee based upon a valuation of investmentsheld in such account) shall be withdrawn from the Reserve Account semiannually on orbefore the Business Day preceding each May 1 and November 1 by the Trustee anddeposited in the Interest Account. If a valuation discloses that amounts in the ReserveAccount are less than the Reserve Requirement, which valuation must occur not less thansemi-annually, the Agency shall immediately cause the cure thereof from any availablemoneys. All amounts in the Reserve Account on the Business Day preceding the finalInterest Payment Date shall be withdrawn from the Reserve Account and shall betransferred either (i) to the Interest Account and the Principal Account, in such order, to theextent required to make the deposits then required to be made pursuant to the Indenture or,(ii) if the Agency shall have caused to be transferred to the Trustee an amount sufficient tomake the deposits required by the Indenture, then, at the Written Request of the Agency, tothe Agency for deposit by the Agency into the Debt Service Fund. The Trustee mayconclusively presume that there has been no change in the Reserve Requirement unlessnotified in writing by the Agency.
As defined in the Indenture, the term “Reserve Requirement” means, at any time ofcalculation, an amount, calculated by or on behalf of the Agency and certified to theTrustee in writing, equal to Maximum Annual Debt Service on all Outstanding Bonds.
Issuance of Parity Debt
In addition to the Bonds, the Agency may issue or incur Parity Debt payable fromHousing Tax Revenues on a parity with the Bonds to finance low and moderate income
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housing projects throughout the geographic boundaries of the City in such principalamount as shall be determined by the Agency. The Agency may issue and deliver any suchother Parity Debt subject to the following specific conditions precedent to the issuance anddelivery of such Parity Debt, among other requirements set forth in the Indenture:
(a) Housing Tax Revenues for the then current Fiscal Year, based on the most recentassessed valuation of property in the Redevelopment Projects, as evidenced in writtendocumentation from an appropriate official of the County, plus, at the option of theAgency, the Additional Revenues, shall be at least equal to one hundred twenty-fivepercent (125%) of Maximum Annual Debt Service on all Bonds and Parity Debt which willbe Outstanding following the issuance of such Parity Debt.
(b) The aggregate amount of the principal and sinking fund installments of andinterest on all Outstanding Bonds, Parity Debt and Subordinate Debt coming due andpayable following the issuance of such Parity Debt shall not exceed the maximum amountof Housing Tax Revenues permitted under the Plan Limitations;
(c) The aggregate amount of all Bonds, Parity Debt and Subordinate Debt to beoutstanding following the issuance of such Parity Debt shall not exceed the maximumamount of obligations permitted under the Plan Limitations to be outstanding at any time;and
(d) The document providing for the issuance of such Parity Debt shall provide forthe creation of a reserve fund funded therefor in an amount equal to maximum annual debtservice on such Parity Debt or shall provide for a reserve account credit instrument equalto the maximum annual debt service on such Parity Debt.
For purposes of calculating Housing Tax Revenues in applying the Parity Debtprovisions, such Housing Tax Revenues shall be calculated on the basis of a tax rate of $1.00per $100 of assessed value.
If such Parity Debt is payable at a variable interest rate, interest should be calculatedassuming its maximum rate.
Issuance of Subordinate Debt
In addition to the Bonds, the Agency may issue or incur Subordinate Debt in suchprincipal amount as shall be determined by the Agency. The Agency may issue and deliverany such other Subordinate Debt subject to the following specific conditions precedent tothe issuance and delivery of such Subordinate Debt, among other requirements set forth inthe Indenture:
(a) The Housing Tax Revenues for the then current Fiscal Year, based on the mostrecent assessed valuation of property in the Redevelopment Projects as evidenced inwritten documentation from an appropriate official of the County, after deducting allamounts required for the payment of the Bonds and any Parity Debt, shall be at least equalto one hundred percent (100%) of Maximum Annual Debt Service on all Subordinate Debtwhich will be outstanding following the issuance of such Subordinate Debt;
(b) If, and to the extent, such Subordinate Debt is payable from Housing TaxRevenues within the Plan Limitations, then principal and sinking fund installments of andinterest on all Outstanding Bonds, Parity Debt and Subordinate Debt coming due andpayable following the issuance or incurrence of such Subordinate Debt shall not exceed themaximum amount of Housing Tax Revenues permitted within the Plan Limitations; and
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(c) The aggregate amount of all Bonds, Parity Debt and Subordinate Debt to beoutstanding following the issuance of such Subordinate Debt shall not exceed themaximum amount of obligations permitted under the Plan Limitations to be outstanding atany time.
MUNICIPAL BOND INSURANCE
Financial Guaranty has supplied the following information for inclusion in this OfficialStatement. No representation is made by the Agency or the Underwriter as to the accuracy orcompleteness of this information.
Payments Under the Policy
Concurrently with the issuance of the Bonds, Financial Guaranty InsuranceCompany, doing business in California as FGIC Insurance Company (“Financial Guaranty”)will issue its municipal bond new issue insurance policy (the “Municipal Bond InsurancePolicy”). The Municipal Bond Insurance Policy unconditionally guarantees the payment ofthat portion of the principal of and interest on the Bonds which has become due forpayment, but shall be unpaid by reason of nonpayment by the issuer of the Bonds (the“Agency”). Financial Guaranty will make such payments to U.S. Bank Trust NationalAssociation, or its successor as its agent (the “Fiscal Agent”), on the later of the date onwhich such principal or interest (as applicable) is due or on the business day next followingthe day on which Financial Guaranty shall have received notice (in accordance with theterms of the Municipal Bond Insurance Policy) from an owner of Bonds or the Trustee ofthe nonpayment of such amount by the Agency. The Fiscal Agent will disburse suchamount due on any Bond to its owner upon receipt by the Fiscal Agent of evidencesatisfactory to the Fiscal Agent of the owner’s right to receive payment of the principal orinterest (as applicable) due for payment and evidence, including any appropriateinstruments of assignment, that all of such owner’s rights to payment of such principal orinterest (as applicable) shall be vested in Financial Guaranty. The term “nonpayment” inrespect of a Bond includes any payment of principal or interest (as applicable) made to anowner of a Bond which has been recovered from such owner pursuant to the United StatesBankruptcy Code by a trustee in bankruptcy in accordance with a final, nonappealableorder of a court having competent jurisdiction.
Once issued, the Municipal Bond Insurance Policy is non-cancellable by FinancialGuaranty. The Municipal Bond Insurance Policy covers failure to pay principal of theBonds on their stated maturity dates and their mandatory sinking fund redemption dates,and not on any other date on which the Bonds may have been otherwise called forredemption, accelerated or advanced in maturity. The Municipal Bond Insurance Policyalso covers the failure to pay interest on the stated date for its payment. In the event thatpayment of the Bonds is accelerated, Financial Guaranty will only be obligated to payprincipal and interest in the originally scheduled amounts on the originally scheduledpayment dates. Upon such payment, Financial Guaranty will become the owner of theBond, appurtenant coupon or right to payment of principal or interest on such Bond andwill be fully subrogated to all of the Bondholder’s rights thereunder.
The Municipal Bond Insurance Policy does not insure any risk other thanNonpayment by the Agency, as defined in the Municipal Bond Insurance Policy.Specifically, the Municipal Bond Insurance Policy does not cover: (i) payment onacceleration, as a result of a call for redemption (other than mandatory sinking fundredemption) or as a result of any other advancement of maturity; (ii) payment of any
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redemption, prepayment or acceleration premium; or (iii) nonpayment of principal orinterest caused by the insolvency or negligence or any other act or omission of the trustee orpaying agent, if any.
As a condition of its commitment to insure Bonds, Financial Guaranty may begranted certain rights under the Bond documentation. The specific rights, if any, granted toFinancial Guaranty in connection with its insurance of the Bonds may be set forth in thedescription of the principal legal documents appearing elsewhere in this Official Statement,and reference should be made thereto.
The Municipal Bond Insurance Policy is not covered by the Property/CasualtyInsurance Security Fund specified in Article 76 of the New York Insurance Law.
The Municipal Bond Insurance Policy is not covered by the California InsuranceGuaranty Association (California Insurance Code, Article 14.2).
Financial Guaranty Insurance Company
Financial Guaranty is a New York stock insurance corporation that writes financialguaranty insurance in respect of public finance and structured finance obligations andother financial obligations, including credit default swaps. Financial Guaranty is licensedto engage in the financial guaranty insurance business in all 50 states, the District ofColumbia, the Commonwealth of Puerto Rico, the U.S. Virgin Islands and the UnitedKingdom.
Financial Guaranty is a direct, wholly owned subsidiary of FGIC Corporation, aDelaware corporation. At March 31, 2007, the principal owners of FGIC Corporation andthe approximate percentage of its outstanding common stock owned by each were asfollows: The PMI Group, Inc. – 42%; affiliates of the Blackstone Group L.P. – 23%; andaffiliates of the Cypress Group L.L.C. – 23%. Neither FGIC Corporation nor any of itsstockholders or affiliates is obligated to pay any debts of Financial Guaranty or any claimsunder any insurance policy, including the Municipal Bond Insurance Policy, issued byFinancial Guaranty.
Financial Guaranty is subject to the insurance laws and regulations of the State ofNew York, where Financial Guaranty is domiciled, including New York’s comprehensivefinancial guaranty insurance law. That law, among other things, limits the business of eachfinancial guaranty insurer to financial guaranty insurance (and related lines); requires thateach financial guaranty insurer maintain a minimum surplus to policyholders; establisheslimits on the aggregate net amount of exposure that may be retained in respect of aparticular issuer or revenue source (known as single risk limits) and on the aggregate netamount of exposure that may be retained in respect of particular types of risk as comparedto the policyholders’ surplus (known as aggregate risk limits); and establishes contingency,loss and unearned premium reserve requirements. In addition, Financial Guaranty is alsosubject to the applicable insurance laws and regulations of all other jurisdictions in which itis licensed to transact insurance business. The insurance laws and regulations, as well as thelevel of supervisory authority that may be exercised by the various insurance regulators,vary by jurisdiction.
At March 31, 2007, Financial Guaranty had net admitted assets of approximately$3.947 billion, total liabilities of approximately $2.828 billion, and total capital andpolicyholders’ surplus of approximately $1.119 billion, determined in accordance withstatutory accounting practices (“SAP”) prescribed or permitted by insurance regulatoryauthorities.
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The unaudited financial statements as of March 31, 2007, and the auditedconsolidated financial statements of Financial Guaranty and subsidiaries, on the basis ofU.S. generally accepted accounting principles (“GAAP”), as of December 31, 2006 andDecember 31, 2005, which have been filed with the Nationally Recognized MunicipalSecurities Information Repositories (“NRMSIRs”), are hereby included by specific referencein this Official Statement. Any statement contained herein under the heading “MUNICIPALBOND INSURANCE,” or in any documents included by specific reference herein, shall bemodified or superseded to the extent required by any statement in any documentsubsequently filed by Financial Guaranty with such NRMSIRs, and shall not be deemed,except as so modified or superseded, to constitute a part of this Official Statement. Allfinancial statements of Financial Guaranty (if any) included in documents filed by FinancialGuaranty with the NRMSIRs subsequent to the date of this Official Statement and prior tothe termination of the offering of the Bonds shall be deemed to be included by specificreference into this Official Statement and to be a part hereof from the respective dates offiling of such documents.
The New York State Insurance Department recognizes only SAP for determiningand reporting the financial condition and results of operations of an insurancecompany, for determining its solvency under the New York Insurance Law, and fordetermining whether its financial condition warrants the payment of a dividend to itsstockholders. Although Financial Guaranty prepares both GAAP and SAP financialstatements, no consideration is given by the New York State Insurance Department tofinancial statements prepared in accordance with GAAP in making such determinations.A discussion of the principal differences between SAP and GAAP is contained in thenotes to Financial Guaranty’s audited SAP financial statements.
Copies of Financial Guaranty’s most recently published GAAP and SAP financialstatements are available upon request to: Financial Guaranty Insurance Company, 125 ParkAvenue, New York, NY 10017, Attention: Corporate Communications Department.Financial Guaranty’s telephone number is (212) 312-3000.
Financial Guaranty’s Credit Ratings
The financial strength of Financial Guaranty is rated “AAA” by Standard & Poor’s, aDivision of The McGraw-Hill Companies, Inc., “Aaa” by Moody’s Investors Service, and“AAA” by Fitch Ratings. Each rating of Financial Guaranty should be evaluatedindependently. The ratings reflect the respective ratings agencies’ current assessments of theinsurance financial strength of Financial Guaranty. Any further explanation of any ratingmay be obtained only from the applicable rating agency. These ratings are notrecommendations to buy, sell or hold the Bonds, and are subject to revision or withdrawalat any time by the rating agencies. Any downward revision or withdrawal of any of theabove ratings may have an adverse effect on the market price of the Bonds. FinancialGuaranty does not guarantee the market price or investment value of the Bonds nor does itguarantee that the ratings on the Bonds will not be revised or withdrawn.
Neither Financial Guaranty nor any of its affiliates accepts any responsibility forthe accuracy or completeness of the Official Statement or any information or disclosurethat is provided to potential purchasers of the Bonds, or omitted from such disclosure,other than with respect to the accuracy of information with respect to Financial Guarantyor the Municipal Bond Insurance Policy under the heading “MUNICIPAL BONDINSURANCE.” In addition, Financial Guaranty makes no representation regarding theBonds or the advisability of investing in the Bonds.
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THE CITY
The City is located in the County, about 14 miles southeast of the City of LosAngeles, at the base of the Puente Hills. The City enjoys a temperate climate that permitsyear round commercial and recreational activity. The City is well known throughout thearea for its attractive residential and commercial areas. Named for the Quaker poet, JohnGreenleaf Whittier, the City was founded as a Quaker colony in 1887 and incorporated as aCalifornia city in 1898. All City offices are under administrative control of the City Managerwho serves at the will of the City Council. The City is governed by a five-member CityCouncil elected at large with four-year alternating terms. The City’s population, as ofJanuary 2006, was 86,841, as reported by the California State Department of Finance. SeeAPPENDIX B—”GENERAL INFORMATION REGARDING THE CITY.”
THE AGENCY
Authority and Management
The Agency was established on September 21, 1971, by the City Council of the Cityunder the Redevelopment Law, with the adoption of Ordinance No. 1939. The five membersof the City Council serve as the governing body of the Agency and exercise all rights,powers, duties and privileges of the Agency. The Mayor serves as Chair of the Agency.
The administrative officers of the Agency are as follows:
Stephen W. Helvey, Executive Director of the Agency and City Manager, has beenwith the City since April, 2000. He has more than 30 years of public sector experiencehaving served as Assistant City Manager, Management Services Director and FinancialManagement Director of the City of Burbank, as Finance Director of the City of Alhambraand as Chief of the Tax Division of the County Auditor-Controller’s Office. He holds aBachelor’s degree in Business Administration from California State University at Fullerton.
Rod C. Hill, Fiscal Officer of the Agency and Controller for the City, has been with theCity for two years. He has 17 years of public service, having served as Assistant FinanceDirector and Interim Finance Director for the City of Redlands, and Financial Analyst forthe City of Anaheim. He holds a Bachelor’s degree in Business Administration from theUniversity of La Verne, La Verne, California.
Kathryn A. Marshall, Secretary-Treasurer of the Agency and the City Clerk–Treasurer,has been with the City since November 1990. She has more than 26 years of public serviceexperience having served as Assistant City Clerk of the City of Pasadena and Deputy CityClerk of the City of Lakewood. She holds a Bachelor’s degree in Management from AzusaPacific University. She has been awarded the Master Municipal Clerk designation by theInternational Institute of Municipal Clerks and has received the Certified CaliforniaMunicipal Treasurer designation granted by the California Municipal TreasurersAssociation.
Jeffrey W. Collier, Director of Community Development, has been with the City sinceNovember 2004 and is responsible for overseeing the Redevelopment and Housing,Building, and Planning Divisions. He was Community Development Director for the Cityof Chino Hills for more than four years. He has over 16 years of experience, in sevendifferent positions with the City of West Covina, including Planning Director, ActingAssistant City Manager, and Public Services Director. He holds a Bachelor’s degree in
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Urban and Regional Planning from Cal Poly Pomona and a Master’s degree in PublicAdministration from California State University, Fullerton.
Agency Powers and Duties
All powers of the Agency are vested in its five members. Under the RedevelopmentLaw, the Agency is a separate public body and exercises governmental functions inexecuting duly adopted redevelopment projects. The Agency exercises all of thegovernmental functions authorized under the Redevelopment Law and has, among otherpowers, the authority to acquire, administer, develop and sell or lease property, includingthe right to acquire property through the power of eminent domain, and the right to issuebonds and expend the proceeds. The Agency itself does not have the power to levy taxes.The Agency can clear buildings and other improvements, can develop as a building siteany real property owned or acquired, and in connection with such development can causestreets, highways and sidewalks to be constructed or reconstructed and public utilities tobe installed.
The Agency can cause streets and highways to be laid out and graded, andpavements, sidewalks and public utilities to be constructed and installed and can developas a building site any real property owned or acquired. With the exception of publiclyowned structures and facilities benefiting the Redevelopment Projects and affordablehousing projects, the Agency itself cannot construct any buildings contemplated under theRedevelopment Plan, but must convey property in the Redevelopment Projects by sale orlease, for private development in conformity with the Redevelopment Plan and within anytime limit fixed by the Agency for the redevelopment to occur. The Agency may, out of anyfunds available to it for such purposes, pay for all or part of the value of land and the costof buildings, facilities, structures or other improvements to be publicly owned andoperated, to the extent that such improvements are of benefit to the RedevelopmentProjects, no other reasonable means of financing is available to the City, the improvementswill assist in the elimination of one or more blighting conditions in the project area, and theimprovements are consistent with an implementation plan that the Agency is required toadopt pursuant to the Redevelopment Law.
Redevelopment Projects
The Agency currently has four projects: (a) the Greenleaf Redevelopment Project, (b)the Whittier Boulevard Redevelopment Project, (c) the Earthquake Recovery Project, and(d) the Commercial Corridor Redevelopment Project. Detailed descriptions of suchredevelopment projects are described in detail herein under the captions “THEGREENLEAF REDEVELOPMENT PROJECT,” “THE WHITTIER BOULEVARDREDEVELOPMENT PROJECT,” “THE EARTHQUAKE RECOVERY REDEVELOPMENTPROJECT” and “THE COMMERCIAL CORRIDOR REDEVELOPMENT PROJECT.”
Outstanding Indebtedness of the Agency
Certification of Agency Indebtedness . Pursuant to section 33675 of the RedevelopmentLaw, on or before October 1 of each year the Agency must file with the County Auditor astatement of indebtedness certified by the chief fiscal officer of the Agency for eachredevelopment project that receives tax increment. The statement of indebtedness isrequired to contain the date on which any bonds were delivered, the principal amount,term, purpose and interest rate of bonds and the outstanding balance and amount due onbonds. Similar information must be given for each loan, advance or indebtedness that theAgency has incurred or entered into to be payable from tax increment. The Agency has
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complied with the requirements of section 33675 each year since adoption of theRedevelopment Plan.
Section 33675 also provides that the County Auditor is limited in payment of taxincrement to the Agency to the amounts shown on the Agency’s statement of indebtedness.The section further provides that the statement of indebtedness is prima facie evidence ofthe indebtedness of the Agency but that the County Auditor may dispute the amount ofindebtedness shown on the statement in certain cases. Provision is made for time limitsunder which the dispute can be made by the County Auditor as well as provisions fordetermination by the Superior Court in a declaratory relief action of the proper dispositionof the matter. The issue in any such action must involve only the amount of theindebtedness and not the validity of any contract or debt instrument, or any expenditurespursuant thereto. An exception is made for payments to a public agency in connection withpayments by such public agency pursuant to a bond issue which shall not be disputed inany action under section 33675.
Bonded Indebtedness . Following issuance of the Bonds, the Bonds will be the onlyboned indebtedness of the Agency secured by Housing Tax Revenues. See APPENDIXC—”AUDITED FINANCIAL STATEMENTS OF THE AGENCY FOR THE FISCAL YEARENDED JUNE 30, 2006.”
Contemporaneously with the issuance of the Bonds, the Agency plans to issue theCommercial Corridor Bonds. The issuance of the Commercial Corridor Bonds will have noimpact on the amount of Housing Tax Revenues available for the payment of the Bonds.
Agency Financial Statements
The Redevelopment Law requires redevelopment agencies to have an independentfinancial audit conducted each year. The financial audit is also required to include anopinion of the Agency’s compliance with laws, regulations and administrativerequirements governing activities of the Agency. Audited financial statements for theAgency for the Fiscal Year that ended June 30, 2006, included in Appendix C attachedhereto, have been prepared by Mayer Hoffman McCann P.C., Certified Public Accountants,Irvine, California. The firm’s audit was made in accordance with generally acceptedauditing standards. See APPENDIX C—”AUDITED FINANCIAL STATEMENTS OF THEAGENCY FOR THE FISCAL YEAR ENDED JUNE 30, 2006.”
Redevelopment Plan Limits
In accordance with the Law, redevelopment plans adopted after October 1, 1976 butprior to January 1, 1994 are required to include a time limit on the establishment ofindebtedness to be repaid with tax increment and a limit on the amount of tax incrementrevenue that may be divided and allocated to a project area. In addition, if the planauthorizes the issuance of tax allocation bonds, a limit on the amount of bondedindebtedness that may be outstanding at one time must be included. For thoseredevelopment plans adopted prior to October 1, 1976 that did not contain these limits, thelegislative body was required to amend the redevelopment plans by ordinance not laterthan December 31, 1986. The amendment must include provisions to limit the number of taxincrement dollars that could be allocated to the agency pursuant to the plan, to establish atime limit to create debt to be repaid with tax increment, and to limit the commencement ofeminent domain.
Chapter 942, Statutes of 1993, established further limits on redevelopment plans.Chapter 942 restricted the life span of redevelopment plans adopted prior to 1994. The time
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limit for establishing indebtedness was limited to 20 years from the adoption of theredevelopment plan or January 1, 2004, whichever is later. The life of the existingredevelopment plans was limited to 40 years from the date of adoption or January 1, 2009,whichever is later. Finally, a redevelopment agency was restricted from payingindebtedness with tax increment beyond 10 years after its redevelopment plan expiresexcept to fund deferred Housing Set Aside requirements and to repay indebtednessincurred prior to January 1, 1994.
Pursuant to Chapter 942, on December 20, 1994 the Agency adopted Ordinance No.2640 for the Greenleaf Redevelopment Project, Ordinance No. 2641 for the WhittierBoulevard Redevelopment Project and Ordinance No. 2642 for the Earthquake RecoveryRedevelopment Project. These ordinances amended each Redevelopment Project’s timelimits to conform to the provisions of Chapter 942. The Commercial CorridorRedevelopment Project and its amendment area were adopted after January 1, 1994 and areconforming to the limits imposed by Chapter 942.
Pursuant to Senate Bill 1045, the Agency has extended the terms of redevelopmentplan effectiveness of all Redevelopment Projects except the Commercial CorridorRedevelopment Project. The Redevelopment Projects that have been extended under theauspices of SB 1045 and the adoptive ordinance number and date are shown below.
Adoption Date Ordinance No.
Greenleaf August 24, 2004 Ordinance No. 2844Whittier Boulevard August 24, 2004 Ordinance No. 2845Earthquake Recovery August 24, 2004 Ordinance No. 2846
These extensions increase the Redevelopment Plan’s period of effectiveness and theperiod within which those Redevelopment Projects may repay indebtedness by one year.
Pursuant to Senate Bill 1096, the Agency may, as described below, extend the term ofthe Redevelopment Plans’ effectiveness and the periods within which the Agency mayrepay indebtedness by up to two additional years. A one year extension of the time limitsfor Redevelopment Projects meeting certain criteria is predicated upon the payment by theAgency of its ERAF obligations for each of 2005 and 2006. The ERAF obligations for 2005and for 2006 have been paid. For Redevelopment Projects that have less than 10 years of planeffectiveness remaining after June 30, 2005 a one year extension is authorized. ForRedevelopment Projects that have more than 10 years and less than 20 years of planeffectiveness remaining after June 30, 2005 a one year extension is authorized if the CityCouncil can make certain findings. For those Redevelopment Projects with more than 20years of plan effectiveness remaining after June 30, 2005 no extension of time is authorized.In addition, for Redevelopment Projects that have less than 10 years of plan effectivenessremaining after June 30, 2006 a one year extension is authorized. For RedevelopmentProjects that have more than 10 years and less than 20 years of plan effectiveness remainingafter June 30, 2006 a one year extension is authorized if the City Council can make certainfindings. For those Redevelopment Projects with more than 20 years of plan effectivenessremaining after June 30, 2006 no extension of time is authorized. On January 23, 2007, theCity Council adopted Ordinance No. 2885 amending the Greenleaf Redevelopment Projectand Ordinance No. 2886 amending the Whittier Boulevard Redevelopment Projectpursuant to SB 1096. The Earthquake Recovery Redevelopment Project and the CommercialCorridor Redevelopment Project are not eligible for extension by two years pursuant to SB1096.
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See “GREENLEAF REDEVELOPMENT PROJECT—Redevelopment PlanLimitations,” “WHITTIER BOULEVARD REDEVELOPMENT PROJECT—RedevelopmentP l a n Limitat ions ,” “ E A R T H Q U A K E R E C O V E R Y REDEVELOPMENTPROJECT—Redevelopment Plan Limitations” and “COMMERCIAL CORRIDORREDEVELOPMENT PROJECT—Redevelopment Plan Limitations” below.
Appeals of Assessed Values
Pursuant to California law, property owners may apply for a reduction of theirproperty tax assessment by filing a written application, in the form prescribed by the Stateof California (the “State”) Board of Equalization, with the appropriate county board ofequalization or assessment appeals board. After the applicant and the assessor havepresented their arguments, the Appeals Board makes a final decision on the proper assessedvalue. The Appeals Board may rule in the assessor’s favor, in the applicant’s favor or theAppeals Board may set its own opinion of the proper assessed value, which may be more orless than either the assessor’s opinion or the applicant’s opinion.
Any reduction in the assessment ultimately granted applies to the year for whichapplication is made and during which the written application was filed. After a reductionis allowed, the property is reviewed on an annual basis to determine its full cash value andthe valuation may be adjusted accordingly. This may result in further reductions orincreases in value. Such increases are in accordance with the actual cash value of theproperty and may exceed the maximum annual inflationary growth rate allowed on otherproperties under Article XIIIA of the State Constitution. Once the property has regained itsprior value, adjusted for inflation, it is once again subject to the annual inflationary growthrate allowed under Article XIIIA.
Appeals for reduction in the “base year” value of an assessment, if successful, reducethe assessment for the year in which the appeal is taken and prospectively after that. The“base year” is determined by the completion date of new construction or the date of changeof ownership. Any base year appeal must be made within four years of the change ofownership or new construction date.
Refunds for taxpayer overpayment of property taxes may include refunds foroverpayment of taxes in years after that which was appealed. Any taxpayer payment ofproperty taxes that is based on a value that is subsequently adjusted downward will requirea refund for overpayment.
See “GREENLEAF REDEVELOPMENT PROJECT—Appeals of Assessed Values,”“WHITTIER BOULEVARD REDEVELOPMENT PROJECT—Appeals of Assessed Values,”“EARTHQUAKE RECOVERY REDEVELOPMENT PROJECT—Appeals of AssessedValues” and “COMMERCIAL CORRIDOR REDEVELOPMENT PROJECT—Appeals ofAssessed Values” below.
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GREENLEAF REDEVELOPMENT PROJECT
The following is a summary description of the Greenleaf Redevelopment Project. Includedwithin this description are sections discussing the present and current conditions of the GreenleafRedevelopment Project and the future development within the Greenleaf Redevelopment Project.These descriptions have been supplied by the Agency. There can be no assurance that the futuredevelopments discussed below will be completed in the manner or in the time periods described in thisOfficial Statement.
General
The City established the Greenleaf Redevelopment Project by Ordinance No. 2022,enacted by the City Council of the City on February 5, 1974, as amended by Ordinance No.2076 enacted by the City Council of the City on November 2, 1993 (to extend the Plan’s timeframes for eminent domain and incurring debt, to modify the financial limits and toprovide for public facilities and public improvement projects), as amended by OrdinanceNo. 2640, enacted by the City Council of the City on December 20, 1994 (to conform to AB1290), as amended by Ordinance No. 2844, enacted by the City Council of the City onAugust 24, 2004 (pursuant to SB 211 and SB 1045), and as amended by Ordinance No. 2876,enacted by the City Council of the City on June 27, 2006 (to extend the Plan’s time frame foreminent domain).
All real property in the Greenleaf Redevelopment Project is subject to the controlsand restrictions of the Greenleaf Redevelopment Plan. The Greenleaf Redevelopment Planrequires that new construction shall comply with all applicable State statutes and local lawsin effect, including, but not limited to, fire, building, electrical, heating, and zoning codesof the City. The Greenleaf Redevelopment Plan allows for commercial, residential andpublic uses within the Greenleaf Redevelopment Project. The Agency may permit anexisting but nonconforming use to remain so long as the existing building is in goodcondition and is generally compatible with the development and uses in the GreenleafRedevelopment Project. The owner of any property with a nonconforming use must bewilling to enter into an owner participation agreement with the Agency and agree to theimposition of such reasonable restrictions as are necessary to protect the development anduse of the Greenleaf Redevelopment Project.
Within the limits, restrictions and controls established in the GreenleafRedevelopment Plan, the Agency is authorized to establish land coverage, setbackrequirements, design criteria, and other development and design controls necessary for theproper development of both private and public areas within the Greenleaf RedevelopmentProject.
Under certain circumstances, the Agency is authorized to permit a minor variationfrom the limits, restrictions and controls established by the Greenleaf Redevelopment Plan.However, no variation shall be granted which changes the basic land use or which permits asubstantial departure from the Greenleaf Redevelopment Plan provisions. In permitting avariation, the Agency shall impose such conditions as are necessary to protect the publichealth, safety or welfare, and to assure compliance with the purposes of the GreenleafRedevelopment Plan. No minor variation permitted by the Agency shall be effective untilconditional uses, variances, or other zoning changes, if any, have been effectuated by theCity to the extent necessary to obtain consistency with such minor variations permitted bythe Agency.
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The Greenleaf Redevelopment Project
The Greenleaf Redevelopment Project consists of approximately 137 acres orapproximately 1.7 percent of the land area of the City. At the time of adoption, theGreenleaf Redevelopment Project was developed with a mixture of low intensity land usesand contained strip commercial facilities including retail and offices with residentialproperties, some of which are intermittent with commercial mix. Existing land uses in theGreenleaf Redevelopment Project include commercial and retail along Greenleaf Avenueand residential uses between the commercial property and to either side of GreenleafAvenue along the various side streets within the Greenleaf Redevelopment Project. A keyelement in the redevelopment of the Greenleaf Redevelopment Project is its location in theuptown portion of the City adjacent to public buildings including the City Hall and othersubstantial commercial and retail facilities.
A aerial photograph of the Greenleaf Redevelopment Project is shown on thefollowing page.
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Current and Projected Redevelopment Projects
Comstock Avenue Housing Project (Low and Moderate Income Housing). The Agency ispreparing a request for proposals for the creation of “for sale” workforce housing. TheAgency owns three parcels totaling 20,996 square feet. It is anticipated that approximately11 units will be constructed. The Agency is considering the purchase of a fourth parcel andan increase of total units to 15.
Redevelopment Plan Limitations
The Redevelopment Plan limitations applicable to the Greenleaf RedevelopmentPlan are shown in the following table.
Table 1Greenleaf Redevelopment ProjectRedevelopment Plan Limitations
Plan Life: February 5, 2017Last Date to Establish Debt: EliminatedLast Date to Repay Debt: February 5, 2027Cumulative Limit Amount of Tax Increment $172,350,000*Outstanding Bonded Indebtedness Limit $75,000,000
*Through 2005-06, the Agency has received a total of $20,612,315 in tax increment revenues for the GreenleafRedevelopment Project.
Also, see “THE AGENCY—Redevelopment Plan Limits” above.
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Assessed Valuation
The Base Year assessed valuation was established in Fiscal Year 1973-74 in theamount of $20,888,863. The total assessed valuation of taxable property in the GreenleafRedevelopment Project in fiscal year 2006-07 is $173,864,237, with $152,975,374 of suchamount representing incremental assessed value in excess of the adjusted assessed valuationin the Base Year of 1973-74. A breakdown of the Fiscal Year 2006-07 assessed valuation in theGreenleaf Redevelopment Project by category of use is as follows:
Table 2Greenleaf Redevelopment Project
Breakdown of Assessed Valuation by Category of Use
Source: HdL Coren & ConeNote: The figures include the value for exempt parcels such as those owned by the City, the Agency, the State ofCalifornia or other governmental agencies.*SBE nonunitary, possessory interest and unsecured values are connected with parcels that are already accountedfor in other categories.
The following table shows the actual assessed values for Fiscal Years 2001-02 to 2006-07 based upon the County Auditor/Controller’s equalized rolls and incremental values ofproperty within the Greenleaf Redevelopment Project based on an exclusion of assessedvalues from the unsecured roll.
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Table 3Greenleaf Redevelopment Project
Historical Taxable Values and Tax Increment RevenuesFiscal Years Ended June 30,
Housing Tax Revenues 214,602 219,891 246,409 249,797 273,041 310,571 Source: County of Los Angeles Lien Date Roll. Los Angeles County Auditor-Controller, Tax Division “CRA
Remittance Advice.”
The following table shows the ten largest property taxpayers, by assessed value, inthe Greenleaf Redevelopment Project.
Table 4Greenleaf Redevelopment Project
Largest Fiscal Year 2006-07 Property Taxpayers, by Assessed Value
Percent Percent of
Property Owner (1) Primary Land UseAssessedValuation
ofTotal (1)
IncrementalValue
1. Greenleaf Hotel Inc. Hotel - 50+ Rooms—WhittierRadisson Hotel $ 8,962,735 5.16% 5.86%
2. Albertsons Inc. (2) Supermarket, 12,000 sq.ft—Albertsons 7,996,227 4.60 5.23
4. Gunter LLC Medical Office Building, RetailStore 5,500,000 3.16 3.60
5. Greenleaf Square Office Building—Wells Fargo Bank 5,304,000 3.05 3.476. First States investors 5000A LLC Office Building, Parking Lot— Bank
of America 3,976,929 2.29 2.607. Village Green Inc. Retail, Office, Parking Lot— Unique
Home Gallery Furniture Store 3,338,102 1.92 2.188. Whittier Area Federal Credit
UnionOffice Building, Parking Lot—Whittier Area Federal Credit Union 2,749,673 1.58 1.80
9. Southland Display Co. Inc. Retail, Residential—Bee's Flowersand Gifts, City Cotton 2,260,000 1.30 1.48
10. Quaker City Federal Savings &Loan Associates
Office Building, Parking Lot—Banco Popular 2,292,175 1.32 1.50
$ 48,843,841 28.09%
Assessed Valuation Totals: $173,864,237
Incremental Value Totals: $152,975,374 31.93%
Source: HdL Coren & Cone.(1) 2006-07 top property owners current as of April 2, 2007.(2) Pending appeals.
Annual Tax Receipts to Tax Levy
The Agency received a total of $1,365,206 in tax increment revenue from theGreenleaf Redevelopment Project for fiscal year 2005-06. This total is inclusive of revenues
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from supplemental assessments, homeowner’s exemptions, public utilities and prior yearcollections and net of County withholdings for refunds. The County administration fee of$19,719 was deducted from the Agency’s fiscal year 2005-06 tax increment revenues.
The County apportions tax revenues to redevelopment agencies based upon theamount of the tax levy that is received from the taxpayers. Secured collection rates for theGreenleaf Redevelopment Project have been consistently high. The following tableillustrates the tax revenue collections for previous five fiscal years.
Table 5Greenleaf Redevelopment Project
Historical Tax Levies and CollectionsFor Fiscal Years 2001-02 through 2005-06
Fiscal Adjusted Current Year Current Year Prior Year Total TotalYear Tax Levy Apportioned Collection (%) Collection (1) Apportioned Collection (%)
Source: HdL Coren & Cone.(1) Prior Year Collections may include Supplemental Revenue, reductions for taxpayer refunds and revenue from
prior years.
Appeals of Assessed Values
Since fiscal year 2000, there have been 26 assessment appeals filed on propertieswithin the Greenleaf Redevelopment Project. Of the 26 appeals filed, eighteen wereresolved and thirteen resulted in a reduction in value. These figures resulted in an averageof 10.2 percent of all appeals resulting in a reduction in value. There are eight appealscurrently pending on three properties within the Greenleaf Redevelopment Project. Theowners have appealed valuations totaling $10,096,507. Based on historical averages, thepending appeals are likely to be allowed with a reduction in assessed value of $743,453. TheFiscal Consultant’s projected assessed values for fiscal year 2007-08 have been adjusted forthis estimated loss in value. Reductions in revenue for refunds that may result from theseappeals, if successful, have not been estimated. One of the appealing property owners isamong the ten largest secured property owners in the Greenleaf Redevelopment Project.
Fiscal Consultant’s Report
The Fiscal Consultant has been retained to prepare a Fiscal Consultant’s report forthe Authority Bonds (the “Report”). See APPENDIX D—“FISCAL CONSULTANT’SREPORT.” The Report contains estimates of tax increment collected though Fiscal Year2005-06 for the Greenleaf Redevelopment Project ($20,612,315) and projections of further taxincrement in order to assess the status of the tax increment cap under the GreenleafRedevelopment Plan. Under the Report, tax increment is projected over the duration of theGreenleaf Redevelopment Project and tax increment is assumed to be available until thetime limit on receipt of tax increment is reached. In addition, the Agency has covenanted toannually review cumulative tax increment collections and to take certain steps if thecumulative cap on the receipt of tax increment is expected to negatively impact theAgency’s ability to repay the Bonds. See “Housing Tax Revenue Projections” herein.
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Housing Tax Revenue Projections
The following table sets forth the projected growth in tax increment revenues in theGreenleaf Redevelopment Project.
Source: HdL Coren & Cone(1) Assumes 2% annually for inflation and increases for recent transfer sales. In 2007-08, values were reduced by
$743,453 for estimated value loss from two pending appeals.(2) Represents 20% of Gross Tax Revenue.
The foregoing projections reflect the Agency’s understanding of the assessment andtax apportionment procedures employed by the County. The County procedures aresubject to change as a reflection of policy revisions or legislative mandate. While theAgency believes the estimates to be reasonable, taxable values resulting from actualappraisals may vary from the amounts assumed in the projections.
No assurances are provided by the Agency as to the certainty of the projected taxincrement revenues shown on the foregoing table. Actual revenues may be higher or lowerthan what has been projected and are subject to valuation changes resulting from newdevelopments or transfers of ownership not specifically identified herein, actual resolutionof outstanding appeals, future filing of appeals, or the non-payment of taxes due.
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WHITTIER BOULEVARD REDEVELOPMENT PROJECT
The following is a summary description of the Whittier Boulevard Redevelopment Project.Included within this description are sections discussing the present and current conditions of theWhittier Boulevard Redevelopment Project and the future development within the Whittier BoulevardRedevelopment Project. These descriptions have been supplied by the Agency. There can be noassurance that the future developments discussed below will be completed in the manner or in thetime periods described in this Official Statement.
General
The City established the Whittier Boulevard Redevelopment Project by OrdinanceNo. 2178 enacted by the City Council of the City on November 28, 1978, as amended byOrdinance No. 2563 enacted by the City Council of the City on February 11, 1992, asamended by Ordinance No. 2641, enacted by the City Council of the City on December 20,1994 (to conform to AB 1290), as amended by Ordinance No. 2845, enacted by the CityCouncil of the City on August 24, 2004 (pursuant to SB 211 and SB 1045), and as amendedby Ordinance No. 2875, enacted by the City Council of the City on June 27, 2006 (to extendthe Plan’s time frame for eminent domain).
All real property in the Whittier Boulevard Redevelopment Project is subject to thecontrols and restrictions of the Whittier Boulevard Redevelopment Plan. The WhittierBoulevard Redevelopment Plan requires that new construction shall comply with allapplicable State statutes and local laws in effect, including, but not limited to, fire,building, electrical, heating, and zoning codes of the City. The Whittier BoulevardRedevelopment Plan allows for commercial, residential and public uses within the WhittierBoulevard Redevelopment Project. The Agency may permit an existing but nonconforminguse to remain so long as the existing building is in good condition and is generallycompatible with the development and uses in the Whittier Boulevard RedevelopmentProject. The owner of any property with a nonconforming use must be willing to enter intoan owner participation agreement with the Agency and agree to the imposition of suchreasonable restrictions as are necessary to protect the development and use of the WhittierBoulevard Redevelopment Project.
Within the limits, restrictions and controls established in the Whittier BoulevardRedevelopment Plan, the Agency is authorized to establish land coverage, setbackrequirements, design criteria, and other development and design controls necessary for theproper development of both private and public areas within the Whittier BoulevardRedevelopment Project.
Under certain circumstances, the Agency is authorized to permit a minor variationfrom the limits, restrictions and controls established by the Whittier BoulevardRedevelopment Plan. However, no variation shall be granted which changes the basic landuse or which permits a substantial departure from the Whittier Boulevard RedevelopmentPlan provisions. In permitting a variation, the Agency shall impose such conditions as arenecessary to protect the public health, safety or welfare, and to assure compliance with thepurposes of the Whittier Boulevard Redevelopment Plan. No minor variation permitted bythe Agency shall be effective until conditional uses, variances, or other zoning changes, ifany, have been effectuated by the City to the extent necessary to obtain consistency withsuch minor variations permitted by the Agency.
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The Whittier Boulevard Redevelopment Project
The Whittier Boulevard Project consists of 238 acres of mixed retail, industrial andcommercial uses and low, medium and high density single family residential housing. TheWhittier Boulevard Project runs along Whittier Boulevard from the western boundary ofthe City.
An aerial photograph of the Whittier Boulevard Redevelopment Project is shown onthe following page.
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Current and Projected Redevelopment Projects
Sale of Whittier Marketplace . The Whittier Marketplace was sold in March 2007 andwill add approximately $10,000,000 of new value to the Whittier Boulevard RedevelopmentProject.
SEC Whittier Boulevard and Philadelphia Street . The Olson Company is working inpartnership with the Agency on the creation of for sale housing adjacent to the GreenwayTrail. This 5-acre site is proposed for 106 town homes and live-work units. The proposedproject also includes an allocation of 15% affordable units.
On the southeast corner of Whittier Boulevard and Philadelphia Street, a 3-acreparcel is being marketed to developers of medical office and surgical space. There has beena lot of interest from the medical community as there has not been any newly constructedmedical space in over 15-20 years.
Redevelopment Plan Limitations
The Redevelopment Plan limitations applicable to the Whittier BoulevardRedevelopment Plan are shown in the following table.
Table 7Whittier Boulevard Redevelopment Project
Redevelopment Plan Limitations
Plan Life: November 28, 2021Last Date to Establish Debt: EliminatedLast Date to Repay Debt: November 28, 2031Cumulative Limit Amount of Tax Increment $200,000,000*Outstanding Bonded Indebtedness Limit $50,000,000
* Through 2005-06, the Agency has received a total of $14,940,878 in tax increment revenues for the GreenleafRedevelopment Project.
Also, see “THE AGENCY—Redevelopment Plan Limits” above.
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Assessed Valuation
The Base Year assessed valuation was established in Fiscal Year 1978-79 in theamount of $31,828,393. The total assessed valuation of taxable property in the WhittierBoulevard Redevelopment Project in fiscal year 2006-07 is $165,433,393, with $133,605,000 ofsuch amount representing incremental assessed value in excess of the adjusted assessedvaluation in the Base Year of 1978-79. A breakdown of the Fiscal Year 2006-07 assessedvaluation in the Whittier Boulevard Redevelopment Project by category of use is as follows:
Table 8Whittier Boulevard Redevelopment Project
Breakdown of Assessed Valuation by Category of Use
Source: HdL Coren & ConeNote: The figures include the value for exempt parcels such as those owned by the City, the Agency, the State ofCalifornia or other governmental agencies.*SBE nonunitary , possessory interest and unsecured values are connected with parcels that are already accountedfor in other categories.
The following table shows the actual assessed values for Fiscal Years 2001-02 to 2006-07 based upon the County Auditor/Controller’s equalized rolls and incremental values ofproperty within the Whittier Boulevard Redevelopment Project based on an exclusion ofassessed values from the unsecured roll.
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Table 9Whittier Boulevard Redevelopment Project
Historical Taxable Values and Tax Increment RevenuesFiscal Years Ended June 30,
Redevelopment Project Incremental Value Totals: $133,605,000 40.41%
Source: HdL Coren & Cone.(1) 2006-07 top property owners current as of April 2, 2007.
Annual Tax Receipts to Tax Levy
The Agency received a total of $1,273,289 in tax increment revenue from the WhittierBoulevard Redevelopment Project for fiscal year 2005-06. This total is inclusive of revenuesfrom supplemental assessments, homeowner’s exemptions, public utilities and prior yearcollections and net of County withholdings for refunds. The County administration fee of$19,719 was deducted from the Agency’s fiscal year 2005-06 tax increment revenues.
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The County apportions tax revenues to redevelopment agencies based upon theamount of the tax levy that is received from the taxpayers. Secured collection rates for theWhittier Boulevard Redevelopment Project have been consistently high. The followingtable illustrates the tax revenue collections for previous five fiscal years.
Table 11Whittier Boulevard Redevelopment Project
Historical Tax Levies and CollectionsFor Fiscal Years 2001-02 through 2005-06
Fiscal Adjusted Current Year Current Year Prior Year Total TotalYear Tax Levy Apportioned Collection (%) Collection (1) Apportioned Collection (%)
2001-02 $ 845,783 $ 816,245 96.51% $ 54,433 $ 870,778 102.96%2002-03 885,276 852,395 96.29 65,254 917,648 103.662003-04 1,038,162 1,013,361 97.61 89,427 1,102,788 106.232004-05 1,058,501 1,022,410 96.59 70,685 1,093,095 103.272005-06 1,155,779 1,111,597 96.18 161,693 1,273,289 110.17 Source: HdL Coren & Cone.(1) Prior Year Collections may include Supplemental Revenue, reductions for taxpayer refunds and revenue from
prior years.
Appeals of Assessed Values
Since fiscal year 2000, there have been seven assessment appeals filed on propertieswithin the Whittier Boulevard Redevelopment Project. Of the seven appeals filed, threewere resolved and resulted in a reduction in value. These figures resulted in an average of0.69 percent of all appeals resulting in a reduction in value. There are two appeals currentlypending on properties within the Whittier Boulevard Redevelopment Project. The ownershave appealed valuations totaling $2,506,041. Based on historical averages, the pendingappeals are likely to be allowed with a reduction in assessed value of $8,687. The FiscalConsultant’s projected assessed values for fiscal year 2007-08 have been adjusted for thisestimated loss in value. Reductions in revenue for refunds that may result from theseappeals, if successful, have not been estimated. The appealing property owners are notamong the ten largest secured property owners in the Whittier Boulevard RedevelopmentProject.
Fiscal Consultant’s Report
The Report contains estimates of tax increment collected through Fiscal Year 2005-06for the Whittier Boulevard Redevelopment Project ($14,940,878) and projections of furthertax increment in order to assess the status of the tax increment cap under the WhittierBoulevard Redevelopment Plan. Under the Report, tax increment is projected over theduration of the Whittier Boulevard Redevelopment Project and tax increment is assumed tobe available until the time limit on receipt of tax increment is reached. In addition, theAgency has covenanted to annually review cumulative tax increment collections and totake certain steps if the cumulative cap on the receipt of tax increment is expected tonegatively impact the Agency’s ability to repay the Bonds. See “Tax Revenue Projections”herein.
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Housing Tax Revenue Projections
The following table sets forth the projected growth in tax increment revenues in theWhittier Boulevard Redevelopment Project.
Table 12Whittier Boulevard Redevelopment Project
Projected Housing Tax Revenues(Dollars in Thousands)
(2)(1) Taxable Value Housing
Total Taxable Over Base Gross TaxFiscal Year Value ($31,828) Tax Revenue Revenues
Source: HdL Coren & Cone(1) Assumes 2% annually for inflation and increases for recent transfer sales. In 2007-08, values were reduced by
$8,687 for estimated value loss from one pending appeal.(2) Represents 20% of Gross Tax Revenue.
The foregoing projections reflect the Agency’s understanding of the assessment andtax apportionment procedures employed by the County. The County procedures aresubject to change as a reflection of policy revisions or legislative mandate. While theAgency believes the estimates to be reasonable, taxable values resulting from actualappraisals may vary from the amounts assumed in the projections.
No assurances are provided by the Agency as to the certainty of the projected taxincrement revenues shown on the foregoing table. Actual revenues may be higher or lowerthan what has been projected and are subject to valuation changes resulting from newdevelopments or transfers of ownership not specifically identified herein, actual resolutionof outstanding appeals, future filing of appeals, or the non-payment of taxes due.
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EARTHQUAKE RECOVERY REDEVELOPMENT PROJECT
The following is a summary description of the Earthquake Recovery Redevelopment Project.Included within this description are sections discussing the present and current conditions of theEarthquake Recovery Redevelopment Project and the future development within the EarthquakeRecovery Redevelopment Project. These descriptions have been supplied by the Agency. There can beno assurance that the future developments discussed below will be completed in the manner or in thetime periods described in this Official Statement.
General
The City established the Earthquake Recovery Redevelopment Project by OrdinanceNo. 2420 enacted by the City Council of the City on November 24, 1987, as amended byOrdinance No. 2642, enacted by the City Council of the City on December 20, 1994 (toconform to AB 1290), as amended by Ordinance No. 2749, enacted by the City Council of theCity on April 27, 1999 (to extend the duration of the Plan and time limit to collect taxincrement), as amended by Ordinance No. 2763, enacted by the City Council of the City onMay 9, 2000 (to re-establish eminent domain authority for 12 years, and as amended byOrdinance No. 2846, enacted by the City Council of the City on August 24, 2004 (pursuantto SB 1045).
All real property in the Earthquake Recovery Redevelopment Project is subject tothe controls and restrictions of the Earthquake Recovery Redevelopment Plan. TheEarthquake Recovery Redevelopment Plan requires that new construction shall complywith all applicable State statutes and local laws in effect, including, but not limited to, fire,building, electrical, heating, and zoning codes of the City. The Earthquake RecoveryRedevelopment Plan allows for commercial, residential and public uses within theEarthquake Recovery Redevelopment Project. The Agency may permit an existing butnonconforming use to remain so long as the existing building is in good condition and isgenerally compatible with the development and uses in the Earthquake RecoveryRedevelopment Project. The owner of any property with a nonconforming use must bewilling to enter into an owner participation agreement with the Agency and agree to theimposition of such reasonable restrictions as are necessary to protect the development anduse of the Earthquake Recovery Redevelopment Project.
Within the limits, restrictions and controls established in the Earthquake RecoveryRedevelopment Plan, the Agency is authorized to establish land coverage, setbackrequirements, design criteria, and other development and design controls necessary for theproper development of both private and public areas within the Earthquake RecoveryRedevelopment Project.
Under certain circumstances, the Agency is authorized to permit a minor variationfrom the limits, restrictions and controls established by the Earthquake RecoveryRedevelopment Plan. However, no variation shall be granted which changes the basic landuse or which permits a substantial departure from the Earthquake RecoveryRedevelopment Plan provisions. In permitting a variation, the Agency shall impose suchconditions as are necessary to protect the public health, safety or welfare, and to assurecompliance with the purposes of the Earthquake Recovery Redevelopment Plan. No minorvariation permitted by the Agency shall be effective until conditional uses, variances, orother zoning changes, if any, have been effectuated by the City to the extent necessary toobtain consistency with such minor variations permitted by the Agency.
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The Earthquake Recovery Redevelopment Project
As a result of the Whittier Narrows earthquake of October 1987, many of the existingstructures in Uptown Whittier were severely damaged. On November 24, 1987, theEarthquake Recovery Redevelopment Project, a tract of land consisting of approximately521 acres, was established as part of the plan to rehabilitate and revitalize the damaged area.Since that time, significant progress has been made towards total revitalization.
The Earthquake Recovery Redevelopment Project includes the core Uptown retailarea and surrounds the Greenleaf Redevelopment Project on the east, north, and west side.Approximately 46% of the Earthquake Recovery Redevelopment Project is residential innature. Future redevelopment will primarily relate to the balance of the EarthquakeRecovery Redevelopment Project that is primarily commercial in nature.
An aerial photograph of the Earthquake Recovery Redevelopment Project is shownon the following page.
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Current and Projected Redevelopment Projects
Alpha Beta Site. A Request for Qualifications is underway for the “Alpha Beta site,” a3.41 acre site located in Uptown Whittier. The City is interested in soliciting a developer tocreate a library, park, as well as other mixed uses.
Uptown Specific Plan. The Uptown Specific Plan is well underway. This plan willprovide new opportunities including: new retail development; a “park once” system andopportunities for housing development. The Plan will also help strengthen the sense ofidentity for the area.
Uptown Projects . There are 10 projects currently being proposed or in construction inthe Uptown area. The projects include:
• Village Square Building Remodel• Winchell’s Donuts Remodel• Greenleaf Building• IL Madrigale Restaurant• Bowlin Building• Artisan Building Remodel• New Canton Restaurant Remodel• Los Portales Remodel• Havana House Expansion• 7024 Greenleaf Avenue• Sierra Verde Restaurant Expansion• Fiesta Hall• Big Lots
Redevelopment Plan Limitations
The Redevelopment Plan limitations applicable to the Earthquake Recovery Plan areshown in the following table.
Table 13Earthquake Recovery Redevelopment Project
Redevelopment Plan Limitations
Plan Life: November 24, 2028Last Date to Establish Debt: November 24, 2007*Last Date to Repay Debt: November 24, 2038Cumulative Limit Amount of Tax Increment $350,000,000**Outstanding Bonded Indebtedness Limit $150,000,000
*Not applicable to housing funds.** Through 2005-06, the Agency has received a total of $20,913,309 in tax increment revenues for the EarthquakeRecovery Redevelopment Project.
Also, see “THE AGENCY—Redevelopment Plan Limits” above.
Base Year Adjustments per Section 33676
From January 1, 1985 through December 31, 1994, section 33676 of theRedevelopment Law provided that, upon adoption of a resolution, a taxing entity couldopt to receive its share of general levy revenue on inflationary growth of the base year realproperty value for the duration of the project area’s life. Taxing entities that adopted such a
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resolution were not permitted to enter into tax sharing agreements. None of the Agency’staxing entities opted to adopt such resolutions.
As of 2001-02 and pursuant to the County Auditor-Controller’s understanding of arecent judicial finding, the following school districts that have not entered into a tax sharingagreement with the Agency are receiving base year adjustment payments:
East Whittier School DistrictWhittier City School DistrictWhittier Union High School DistrictRio Hondo Community College DistrictLos Angeles County Office of Education
All payments received by taxing entities under section 33676 of the RedevelopmentLaw are directly allocated to such taxing entities by the County Auditor-Controller fromrevenues derived from the Earthquake Recovery Redevelopment Project. These paymentsare based on the revenue derived from the inflationary adjustment of the EarthquakeRecovery Redevelopment Project’s base year real property value. The base year realproperty value is adjusted each year based on that year’s inflationary factor of up to 2percent. This inflation adjusted value is compared to the original base year real propertyvalue to determine the amount of incremental inflationary growth. Each of the taxingentities above is allocated its pro rata share of the revenue derived from this incrementalinflationary growth. Because these amounts are deemed by the Redevelopment Law to be“base year” revenues and not tax increment revenues, the Agency may deduct the amountallocated to these taxing entities from its gross revenue amounts before calculating itsHousing Set-Aside requirement or making other deductions. The Auditor-Controllerallocates to these taxing entities 23.44 percent of the revenue derived from inflationarygrowth of base year real property value.
See APPENDIX D—”FISCAL CONSULTANT’S REPORT.”
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Assessed Valuation
The Base Year assessed valuation was established in Fiscal Year 1987-88 in theamount of $170,549,515. The total assessed valuation of taxable property in the EarthquakeRecovery Redevelopment Project in fiscal year 2006-07 is $459,130,321, with $288,580,806 ofsuch amount representing incremental assessed value in excess of the adjusted assessedvaluation in the Base Year of 1987-88. A breakdown of the Fiscal Year 2006-07 assessedvaluation in the Earthquake Recovery Redevelopment Project by category of use is asfollows:
Table 14Earthquake Recovery Redevelopment Project
Breakdown of Assessed Valuation by Category of Use
Source: HdL Coren & ConeNote: The figures include the value for exempt parcels such as those owned by the City, the Agency, the State ofCalifornia or other governmental agencies.*SBE nonunitary, possessory interest and unsecured values are connected with parcels that are already accountedfor in other categories.
The following table shows the actual assessed values for Fiscal Years 2001-02 to 2006-07 based upon the County Auditor/Controller’s equalized rolls and incremental values ofproperty within the Earthquake Recovery Redevelopment Project based on an exclusion ofassessed values from the unsecured roll.
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Table 15Earthquake Recovery Redevelopment Project
Historical Taxable Values and Tax Increment RevenuesFiscal Years Ended June 30,
Source: County of Los Angeles Lien Date Roll. Los Angeles County Auditor-Controller, Tax Division “CRA
Remittance Advice.”
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The following table shows the ten largest property taxpayers, by assessed value, inthe Earthquake Recovery Redevelopment Project.
Table 16Earthquake Recovery Redevelopment Project
Largest Fiscal Year 2006-07 Property Taxpayers, by Assessed Value
AssessedPercent
ofPercent of
IncrementalProperty Owner (1) Primary Land Use Valuation Total (1) Value
1. GMS Five LLC Regional ShoppingCenter—Quad at Whittier—Ralphs, Old Navy, TJ Maxx,Burlington Coat Factory, Staples,Michaels Arts and Craft Store,Petco
4. NMC Tower LLC Retail Building—Big Lots and BigLots Furniture
6,375,000 1.39 2.21
5. ESS Prisa LLC Office Building and Mini StorageFacility—Storage USA Self Storage
6,061,916 1.32 2.10
6. Marcus Cable Associates LP (2) Unsecured—CharterCommunication Cable Service
5,825,447 1.27 2.02
7. Hong Kong Metro RealtyCompany Inc.
Commercial Retail Building—RiteAid
5,376,029 1.17 1.86
8. RAS Properties Office Building and ParkingLot—Klimenko Realty
4,600,000 1.00 1.59
9. Pita General Corporation Residential—Cypress Gardens atWhittier Assisted Living Residence
4,496,516 0.98 1.56
10. GSS Investment LimitedPartnership
Hospital, Nursing/Convalescent—Sha Rehabilitation Health CareCenter
3,666,800 0.80 1.27
Total $109,398,740 23.83%
Assessed Valuation Totals: $459,130,321
Incremental Value Totals: $288,580,806 37.91%
Source: HdL Coren & Cone.(1) 2006-07 top property owners current as of April 2, 2007.(2) Pending appeals.
Annual Tax Receipts to Tax Levy
The Agency received a total of $2,692,401 in tax increment revenue from theEarthquake Recovery Redevelopment Project for fiscal year 2005-06. This total is inclusiveof revenues from supplemental assessments, homeowner’s exemptions, public utilities andprior year collections and net of County withholdings for refunds. The Countyadministration fee of $36,993 was deducted from the Agency’s fiscal year 2005-06 taxincrement revenues.
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The County apportions tax revenues to redevelopment agencies based upon theamount of the tax levy that is received from the taxpayers. Secured collection rates for theEarthquake Recovery Redevelopment Project have been consistently high. The followingtable illustrates the tax revenue collections for previous five fiscal years.
Table 17Earthquake Recovery Redevelopment Project
Historical Tax Levies and CollectionsFor Fiscal Years 2001-02 through 2005-06
Fiscal Year
AdjustedTax
Levy
Current Year
Apportioned
CurrentYear Collection
(%)
PriorYear
Collection (1)Total
Apportioned
TotalCollection
(%)2001-02 1,759,784 1,730,958 98.36% (20,477) 1,710,480 97.20%2002-03 1,909,998 1,871,344 97.98 (101,611) 1,769,732 92.662003-04 2,093,141 2,060,163 98.42 150,903 2,211,066 105.632004-05 2,312,912 2,276,932 98.44 785,317 2,462,249 106.462005-06 2,373,507 2,477,838 104.40 214,563 2,692,401 113.44 Source: HdL Coren & Cone.(1) Prior Year Collections may include Supplemental Revenue, reductions for taxpayer refunds and revenue
from prior years.
Appeals of Assessed Values
Since fiscal year 1999-2000, there have been 60 assessment appeals filed on propertieswithin the Earthquake Recovery Redevelopment Project. Of the 60 appeals filed, 52 wereresolved and 34 resulted in a reduction in value. These figures resulted in an average of18.58 percent of all appeals resulting in a reduction in value. There are eight appealscurrently pending on properties within the Earthquake Recovery Redevelopment Project.The owners have appealed valuations totaling $11,764,505. Based on historical averages, thepending appeals are likely to be allowed with a reduction in assessed value of $1,429,111.The Fiscal Consultant’s projected assessed values for fiscal year 2007-08 have been adjustedfor this estimated loss in value. Reductions in revenue for refunds that may result fromthese appeals, if successful, have not been estimated. One of the appealing property ownersis among the ten largest secured property owners in the Earthquake RecoveryRedevelopment Project.
Fiscal Consultant’s Report
The Report contains estimates of tax increment collected through Fiscal Year 2005-06for the Earthquake Recovery Redevelopment Project ($20,913,309) and projections of furthertax increment in order to assess the status of the tax increment cap under the EarthquakeRecovery Redevelopment Plan. Under the Report, tax increment is projected over theduration of the Earthquake Recovery Redevelopment Project and tax increment is assumedto be available until the time limit on receipt of tax increment is reached. In addition, theAgency has covenanted to annually review cumulative tax increment collections and totake certain steps if the cumulative cap on the receipt of tax increment is expected tonegatively impact the Agency’s ability to repay the Bonds. See “Tax Revenue Projections”herein.
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Housing Tax Revenue Projections
The following table sets forth the projected growth in tax increment revenues in theEarthquake Recovery Redevelopment Project.
Table 18Earthquake Recovery Redevelopment Project
Projected Housing Tax Revenues(Dollars in Thousands)
(2)(1) Taxable Value Housing
Total Taxable Over Base Gross TaxFiscal Year Value ($170,550) Tax Revenue Revenues
Source: HdL Coren & Cone(1) Assumes 2% annually for inflation and increases for recent transfer sales. In 2007-08, values were reduced by
$123,000 for estimated value loss from one pending appeal.(2) Represents 20% of Gross Tax Revenue.
The foregoing projections reflect the Agency’s understanding of the assessment andtax apportionment procedures employed by the County. The County procedures aresubject to change as a reflection of policy revisions or legislative mandate. While theAgency believes the estimates to be reasonable, taxable values resulting from actualappraisals may vary from the amounts assumed in the projections.
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No assurances are provided by the Agency as to the certainty of the projected taxincrement revenues shown on the foregoing table. Actual revenues may be higher or lowerthan what has been projected and are subject to valuation changes resulting from newdevelopments or transfers of ownership not specifically identified herein, actual resolutionof outstanding appeals, future filing of appeals, or the non-payment of taxes due.
COMMERCIAL CORRIDOR REDEVELOPMENT PROJECT
The following is a summary description of the Commercial Corridor Redevelopment Project.Included within this description are sections discussing the present and current conditions of theCommercial Corridor Redevelopment Project and the future development within the CommercialCorridor Redevelopment Project. These descriptions have been supplied by the Agency. There can beno assurance that the future developments discussed below will be completed in the manner or in thetime periods described in this Official Statement.
General
The City established the Commercial Corridor Redevelopment Project by OrdinanceNo. 2800, enacted by the City Council of the City on March 26, 2002, as amended byOrdinance No. 2860, enacted by the City Council of the City on July 19, 2005 (to add 209acres of territory).
All real property in the Commercial Corridor Redevelopment Project is subject tothe controls and restrictions of the Commercial Corridor Redevelopment Plan. TheCommercial Corridor Redevelopment Plan requires that new construction shall complywith all applicable State statutes and local laws in effect, including, but not limited to, fire,building, electrical, heating, and zoning codes of the City. The Commercial CorridorRedevelopment Plan allows for commercial, residential and public uses within theCommercial Corridor Redevelopment Project. The Agency may permit an existing butnonconforming use to remain so long as the existing building is in good condition and isgenerally compatible with the development and uses in the Commercial CorridorRedevelopment Project. The owner of any property with a nonconforming use must bewilling to enter into an owner participation agreement with the Agency and agree to theimposition of such reasonable restrictions as are necessary to protect the development anduse of the Commercial Corridor Redevelopment Project.
Within the limits, restrictions and controls established in the Commercial CorridorRedevelopment Plan, the Agency is authorized to establish land coverage, setbackrequirements, design criteria, and other development and design controls necessary for theproper development of both private and public areas within the Commercial CorridorRedevelopment Project.
Under certain circumstances, the Agency is authorized to permit a minor variationfrom the limits, restrictions and controls established by the Commercial CorridorRedevelopment Plan. However, no variation shall be granted which changes the basic landuse or which permits a substantial departure from the Commercial CorridorRedevelopment Plan provisions. In permitting a variation, the Agency shall impose suchconditions as are necessary to protect the public health, safety or welfare, and to assurecompliance with the purposes of the Commercial Corridor Redevelopment Plan. No minorvariation permitted by the Agency shall be effective until conditional uses, variances, orother zoning changes, if any, have been effectuated by the City to the extent necessary toobtain consistency with such minor variations permitted by the Agency.
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The Commercial Corridor Redevelopment Project
The objectives of the Commercial Corridor Redevelopment Project are to revitalizethe primary commercial areas located on both sides of Whittier Boulevard. TheCommercial Corridor Original Area covers 419 acres. In 2004, the City undertook planningand feasibility studies addressing the future of the Fred C. Nelles California YouthAuthority Site which the State of California had declared to be surplus to its needs. Inaddition commercial territory adjacent to much of Lambert Road in areas south of theOriginal Area was also examined, The commercial Corridor Project was amended byadding the additional territory through the adoption of Ordinance No. 2860 on July 19, 2005(Commercial Corridor Amendment Area). The Commercial Corridor Project, as amended,includes 628 acres.
Current and Projected Redevelopment Projects
The Gables (HDS Condo Project). The HDS Group is developing approximately 96for-sale townhomes in the Commercial Corridor Redevelopment Project, just blocks fromthe newly redeveloped and reconfigured Whittwood Town Center. The projected value ofthe project is $38,139,506. This project features prairie style architecture and the average sizeof the units is 1,200 square feet. “The Gables” is the first housing project in theNeighborhood Spine of the Whittier Boulevard Specific Plan.
Whittier Manor 10-unit Condominium Project. Plans have been approved for a 10-unitcondominium project. The condominium sizes range from 1,121 square feet to 1,173 squarefeet. The value of the project is estimated at $4.3 million.
Whittier Chrysler Jeep Dodge . The Whittier Chrysler Jeep Dodge dealership isdemolishing its existing showroom to make way for a 4,250 square foot showroom. A 1,996square foot drive-thru flat roof canopy will also be constructed. The dealership is one of thetop ten sales tax producers in the City.
Victory Plaza . There are approved plans for Victory Plaza, a 9,200 square footcommercial building valued at $150 per square foot. Leasing will be geared towards retailtenants.
Interhealth Medical Office Development . Development plans are under review for a106,500 square foot medical office building. This building is valued at $15.9 million. Therehas been no new medical office development in over 20 years.
Cal Domestic Water Company Site Restaurant. The Cal Domestic Water Company site isa 2-acre site. Cal Domestic is consolidating its office and is in negotiations with a Chicago-style deli developer. This site is located across the street from the Whittwood Town Center.
Redevelopment of Stats-Market. The Agency is working towards the redevelopment ofa 2.41 acre site, located adjacent to the Whittwood Town Center. The Agency has receivedplans for a 20,000 square foot grocery store and an additional 4,000 square feet of retailspace. An owner participation process is underway for the redevelopment of the property.
Toyota of Whittier . The Toyota dealership of Whittier is nearly complete with a 18,390square foot expansion that will provide more Whittier Boulevard frontage as well as newlandscape, car display improvements, and service bays. The dealership is one of the top tensales tax producers in the City.
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Redevelopment Plan Limitations
The Redevelopment Plan limitations applicable to the Commercial CorridorRedevelopment Plan are shown in the following table.
Table 19Commercial Corridor Redevelopment Project
Redevelopment Plan Limitations
Plan Life: March 26, 2032 (Original Area)July 19, 2035 (Added Area)
Last Date to Establish Debt: March 26, 2022 (Original Area)July 19, 2025 (Added Area)
Last Date to Repay Debt: March 26, 2047 (Original Area)July 19, 2050 (Added Area)*
Cumulative Limit Amount of Tax Increment NoneOutstanding Bonded Indebtedness Limit $200,000,000, with adjustments
*Not applicable to housing funds.
Also, see “THE AGENCY—Redevelopment Plan Limits” above.
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Assessed Valuation
The Base Year assessed valuation was established in Fiscal Year 2001-02 in theamount of $295,678,579. The Base Year assessed valuation was amended in Fiscal Year 200607to reflect the added area to $350,907,428. The total assessed valuation of taxable property inthe Commercial Corridor Redevelopment Project in fiscal year 2006-07 is $489,128,036, with$138,220,568 of such amount representing incremental assessed value in excess of theadjusted assessed valuation in the Base Year of 2001-02. A breakdown of the Fiscal Year2006-07 assessed valuation in the Commercial Corridor Redevelopment Project by categoryof use is as follows:
Table 20Commercial Corridor Redevelopment Project
Breakdown of Assessed Valuation by Category of Use
Source: HdL Coren & ConeNote: The figures include the value for exempt parcels such as those owned by the City, the Agency, the State ofCalifornia or other governmental agencies.*SBE nonunitary, possessory interest and unsecured values are connected with parcels that are already accountedfor in other categories.
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The following table shows the actual assessed values for Fiscal Years 2003-04 to 2006-07 based upon the County Auditor/Controller’s equalized rolls and incremental values ofproperty within the Commercial Corridor Redevelopment Project based on an exclusion ofassessed values from the unsecured roll.
Table 21Commercial Corridor Redevelopment Project
Historical Taxable Values and Tax Increment RevenuesFiscal Years Ended June 30,
Redevelopment Project Incremental Value Totals: $138,220,568 100.13%
Source: HdL Coren & Cone.(1) 2006-07 top property owners current as of April 2, 2007.(2) Properties comprise the Whittwood Town Center.(3) Pending appeals.
Annual Tax Receipts to Tax Levy
The Agency received a total of $1,363,366 in tax increment revenue from theCommercial Corridor Redevelopment Project for fiscal year 2005-06. This total is inclusiveof revenues from supplemental assessments, homeowner’s exemptions, public utilities andprior year collections and net of County withholdings for refunds. The Countyadministration fee of $7,737 was deducted from the Agency’s fiscal year 2005-06 taxincrement revenues.
The County apportions Housing Tax Revenues to redevelopment agencies basedupon the amount of the tax levy that is received from the taxpayers. Secured collection rates
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for the Commercial Corridor Redevelopment Project have been consistently high. Thefollowing table illustrates the tax revenue collections for previous five fiscal years.
Table 23Commercial Corridor Redevelopment Project
Historical Tax Levies and CollectionsFor Fiscal Years 2003-04 through 2005-06
Fiscal Adjusted Current Year Current Year Prior Year Total TotalYear Tax Levy Apportioned Collection (%) Collection (1) Apportioned Collection (%)
2003-04 $ 265,831 $245,403 92.32% $ 14,158 $ 259,561 97.64%2004-05 207,726 204,897 98.64 156,086 360,982 173.782005-06 1,020,552 998,579 97.85 364,787 1,363,366 133.59 Source: HdL Coren & Cone.(1) Prior Year Collections may include Supplemental Revenue, reductions for taxpayer refunds and revenue fromprior years.
Appeals of Assessed Values
Since fiscal year 2000, there have been 52 assessment appeals filed on propertieswithin the original area of the Commercial Corridor Redevelopment Project. Of the 52appeals filed, 35 were resolved and 14 resulted in a reduction in value. These figuresresulted in an average of 17.30 percent of all appeals resulting in a reduction in value. Thereare seventeen appeals currently pending on ten properties within the original area of theCommercial Corridor Redevelopment Project. The owners have appealed valuationstotaling $8,999,840. Based on historical averages, the pending appeals are likely to beallowed with a reduction in assessed value of $622,910. The Fiscal Consultant’s projectedassessed values for fiscal year 2007-08 have been adjusted for this estimated loss in value.Reductions in revenue for refunds that may result from these appeals, if successful, have notbeen estimated. One appealing property owner is among the ten largest secured propertyowners in the original area of the Commercial Corridor Redevelopment Project.
Since fiscal year 2000, there have been 25 assessment appeals filed on propertieswithin the amended area of the Commercial Corridor Redevelopment Project. Of the 25appeals filed, 21 were resolved and 18 were successful resulting in a reduction in value.These figures resulted in an average of 21.40 percent of all appeals being allowed with areduction of value. There are four appeals currently pending on properties within theamended area of the Commercial Corridor Redevelopment Project. The owners haveappealed valuations totaling $2,890,394. Based on historical averages, the pending appealsare likely to be allowed with a reduction in assessed value of $530,216. The FiscalConsultant’s projected assessed values for fiscal year 2007-08 have been adjusted for thisestimated loss in value. Reductions in revenue for refunds that may result from theseappeals, if successful, have not been estimated. The appealing property owners are notamong the ten largest secured property owners in the amended area of the CommercialCorridor Redevelopment Project.
Fiscal Consultant’s Report
The Report contains estimates of tax increment collected through Fiscal Year 2005-06for the Commercial Corridor Redevelopment Project (original area: $1,665,403; the amendedarea will be eligible to receive tax increment revenue in the current fiscal year) andprojections of further tax increment in order to assess the status of the tax increment capunder the Commercial Corridor Redevelopment Plan. Under the Report, tax increment is
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projected over the duration of the Commercial Corridor Redevelopment Project and taxincrement is assumed to be available until the time limit on receipt of tax increment isreached. In addition, the Agency has covenanted to annually review cumulative taxincrement collections and to take certain steps if the cumulative cap on the receipt of taxincrement is expected to negatively impact the Agency’s ability to repay the Bonds. See“Tax Revenue Projections and Debt Service Coverage” herein.
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Housing Tax Revenue Projections
The following table sets forth the projected growth in tax increment revenues in theCommercial Corridor Redevelopment Project.
Table 24Commercial Corridor Redevelopment Project
Projected Housing Tax Revenues(Dollars in Thousands)
(2)(1) Taxable Value Housing
Total Taxable Over Base Gross TaxFiscal Year Value ($350,907) Tax Revenue Revenues
Source: HdL Coren & Cone(1) Assumes 2% annually for inflation and increases for recent transfer sales. In 2007-08, values were increased by
$1,597,586 for unsecured fixtures and reduced by $1,153,126 for estimated value loss from seven pendingappeals.
(2) Represents 20% of Gross Tax Revenue.
The foregoing projections reflect the Agency’s understanding of the assessment andtax apportionment procedures employed by the County. The County procedures aresubject to change as a reflection of policy revisions or legislative mandate. While theAgency believes the estimates to be reasonable, taxable values resulting from actualappraisals may vary from the amounts assumed in the projections.
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No assurances are provided by the Agency as to the certainty of the projected taxincrement revenues shown on the foregoing table. Actual revenues may be higher or lowerthan what has been projected and are subject to valuation changes resulting from newdevelopments or transfers of ownership not specifically identified herein, actual resolutionof outstanding appeals, future filing of appeals, or the non-payment of taxes due.
ALL REDEVELOPMENT PROJECTS
Assessed Valuation
A breakdown of the Fiscal Year 2006-07 aggregate assessed valuation in all fourRedevelopment Projects, by category of use, is as follows:
Table 25All Redevelopment Projects
Breakdown of Assessed Valuation by Category of Use
Source: HdL Coren & ConeNote: The figures include the value for exempt parcels such as those owned by the City, the Agency, the State ofCalifornia or other governmental agencies.*SBE nonunitary, possessory interest and unsecured values are connected with parcels that are already accountedfor in other categories.
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The following table shows the ten largest property taxpayers, by assessed value, inall four Redevelopment Projects.
Table 26All Redevelopment Projects
Largest Fiscal Year 2006-07 Property Taxpayers, by Assessed Value
Percent Percent ofAssessed of Incremental
Property Owner (1) Primary Land Use Valuation Total (1) Value
2. GMS Five LLC Regional Shopping CenterQuad at WhittierRalphs, Old Navy, TJ Maxx,Burlington Coat Factory, Staples,Michaels Arts and Craft Store, PetcoEarthquake Recovery Redevelopment Project
53,317,961 4.14 7.47
3. Whittier Marketplace Community Shopping CenterRalphs Supermarket, Grand Buffet,Blockbuster, McDonaldsWhittier Boulevard Redevelopment Project
26,335,865 2.05 3.69
4. L & P PropertyManagement Company
Heavy Manufacturing, WarehousingL & P Wire Tie, Leggett & PlattIncorporated
Commercial Corridor Redevelopment Project
18,534,258 1.44 2.60
5. MBK Verrado LLC Residential, Vacant LandRavello Town Home DevelopmentCommercial Corridor Redevelopment Project
9. Interhealth Corporation Professional Building, HeavyManufacturing
Washington Magnetic Resource CenterCommercial Corridor Redevelopment Project
7,858,874 0.61 1.10
10. Whittier IntercommunityMedical Partners
Medical Office BuildingDoctors Medical CenterEarthquake Recovery Redevelopment Project
7,235,071 0.56 1.01
$ 217,804,099
Assessed Valuation Totals: $ 1,287,555,987
Incremental Value Totals: $ 713,381,748 30.53 %
Source: HdL Coren & Cone.(1) 2006-07 top property owners current as of April 2, 2007.(2) Properties comprise the Whittwood Town Center.
Housing Tax Revenue Projections
The following table sets forth the projected growth in Housing Tax Revenues in allRedevelopment Projects. Assuming no growth in the real property taxable values within theRedevelopment Projects and assuming the available Housing Tax Revenues remain at the
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projected 2007-08 level, the debt service coverage ratio of Housing Tax Revenues tomaximum annual debt service on the Bonds would be approximately 1.32 times.
Table 27All Redevelopment Projects
Projected Housing Tax Revenues(Dollars in Thousands)
TotalGreenleaf Whittier Blvd Earthquake Comm Corr Housing Debt
The following information should be considered by prospective investors inevaluating whether to invest in the Bonds. However, the following does not purport to bean exhaustive listing of risks and other considerations which may be relevant to investing inthe Bonds, and the order in which the following information is presented is not intended toreflect the relative importance of any such risks.
Limited Obligations
NEITHER THE BONDS, NOR THE OBLIGATIONS OF THE AGENCY UNDERTHE INDENTURE ARE A DEBT OF THE CITY OR THE STATE OR ANY OF ITSPOLITICAL SUBDIVISIONS (OTHER THAN THE AGENCY, TO THE LIMITED EXTENTDESCRIBED HEREIN), AND NONE OF THE CITY, THE STATE OR ANY OF ITS OTHERPOLITICAL SUBDIVISIONS ARE LIABLE THEREFOR. THE PRINCIPAL OF, PREMIUM,IF ANY, AND INTEREST ON THE BONDS ARE PAYABLE FROM AND SECURED BYAN ASSIGNMENT OF AMOUNTS PAYABLE BY THE AGENCY ON THE BONDS AND,IF), THE OBLIGATIONS OF THE AGENCY UNDER THE INDENTURE AND THEBONDS ARE LIMITED OBLIGATIONS OF THE AGENCY, PAYABLE ONLY OUT OFCERTAIN FUNDS OF THE AGENCY AS SET FORTH IN THE INDENTURE. THE BONDSDO NOT CONSTITUTE INDEBTEDNESS WITHIN THE MEANING OF ANYCONSTITUTIONAL OR STATUTORY DEBT LIMITATION OR RESTRICTION. NONE OFTHE MEMBERS OF THE AGENCY OR THE CITY COUNCIL OR ANY PERSONSEXECUTING THE BONDS ARE LIABLE PERSONALLY ON THE BONDS BY REASONOF THEIR ISSUANCE.
No Acceleration on Default
The Indenture does not provide for an acceleration of the principal of the Bondsfollowing the occurrence of an Event of Default under and as defined in the Indenture. TheIndenture does not contain provisions with respect to the acceleration of the Agency’sobligations thereunder upon the occurrence of an event of default under the Indenture.
In the event of default under the Indenture, as a practical matter, the Trustee will belimited to obtaining the moneys in the debt service funds held under the Indenture andenforcing the covenant of the Agency to pay the Housing Tax Revenues on an annual basisto the extent of such Housing Tax Revenues. No real or personal property in theRedevelopment Projects is pledged to secure the Bonds and it is not anticipated that theAgency will have available moneys sufficient to pay any of the Bonds in full upon theoccurrence of an event of default.
Bankruptcy
The enforceability of the rights and remedies of the owners of the Bonds and theobligations of the Agency may become subject to the following: the federal bankruptcycode and applicable bankruptcy, insolvency, reorganization, moratorium, or similar lawsrelating to or affecting the enforcement of creditors’ rights generally, now or hereafter ineffect; usual equitable principles which may limit the specific enforcement under state lawof certain remedies: the exercise by the United States of America of the powers delegated toit by the federal Constitution; and the reasonable and necessary exercise, in certainexceptional situations of the police power inherent in the sovereignty of the State ofCalifornia and its governmental bodies in the interest of servicing a significant andlegitimate public purpose. Bankruptcy proceedings, or the exercise of powers by thefederal or state government, if initiated, could subject the owners of the Bonds to judicial
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discretion and interpretation of their rights in bankruptcy or otherwise and consequentlymay entail risks of delay, limitation, or modification of their rights.
On July 30, 1992 the United States Court of Appeals for the Ninth Circuit issued anopinion in a bankruptcy case entitled In re Glasply Marine Industries holding that ad valoremproperty taxes levied by a county in the State of Washington after the date that the propertyowner filed a petition for bankruptcy would not be entitled to priority over the claims of asecured creditor with a prior lien on the property. Similar results were reached by severalcircuit courts in other circuits. Subsequently, however, Section 362(b)(18) of the BankruptcyCode was enacted, effectively overturning this line of decisions and providing that localgovernments may rely on statutory property tax liens to secure payment of property taxesafter the filing of a bankruptcy petition.
Investment Risk
Funds held under the Indenture are required to be invested in PermittedInvestments as provided under the Indenture. See Appendix A attached hereto for asummary of the definition of Permitted Investments. The funds and accounts of the Agency,into which a portion of the proceeds of the Bonds will be deposited and into which allHousing Tax Revenues are initially deposited, may be invested by the Agency in anyinvestment authorized by law. All investments, including the Permitted Investments andthose authorized by law from time to time for investments by municipalities, contain acertain degree of risk. Such risks include, but are not limited to, a lower rate of return thanexpected and loss or delayed receipt of principal. Further, the Agency cannot predict theeffects on the receipt of Housing Tax Revenues if the County were to suffer significant lossesin its portfolio of investments or if the County or the City were to become insolvent ordeclare bankruptcy. See “BONDOWNERS’ RISKS—Bankruptcy.”
Secondary Market
There can be no guarantee that there will be a secondary market for the Bonds, or, if asecondary market exists, that the Bonds can be sold for any particular price. Occasionally,because of general market conditions or because of adverse history or economic prospectsconnected with a particular issue, secondary marketing practices in connection with aparticular issue are suspended or terminated. Additionally, prices of issues for which amarket is being made will depend upon the then prevailing circumstances. Such pricescould be substantially different from the face amount of the Bonds.
Reduction in Taxable Values
Housing Tax Revenues allocated to the Agency by the State and the County, whichHousing Tax Revenues constitute the primary source of payment of principal of, premium,if any, and interest on the Bonds, as discussed herein, are determined by the amount of theincremental taxable value of property in the Redevelopment Projects, the current rate orrates at which property in the Redevelopment Projects is taxed and the percentage of taxescollected in each of the Redevelopment Projects. The reduction of taxable values ofproperty in the Redevelopment Projects caused by economic factors beyond the Agency’scontrol, such as a relocation out of the Redevelopment Projects by one or more majorproperty owners, or the complete or partial destruction of such property caused by, amongother calamities, an earthquake, fire, flood or other natural disaster, could cause a reductionin the Housing Tax Revenues securing the Bonds and, therefore, the Bonds. Such reductionof the Housing Tax Revenues securing the Bonds could have an adverse effect on theAgency’s ability to make timely payments of principal and interest on the Bonds. Realproperty values and taxable valuations of real property in some parts of California have
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declined. As a consequence of the decline in property values, property owners may seek areevaluation of their real property. If such valuation were reduced, Housing Tax Revenuesavailable to pay debt service on the Bonds would also decline. The Agency does not expectthis to materially affect its ability to pay the Bonds on a timely basis
Application of the provisions of Article XIIIA(2)(d) of the California Constitutionand California Revenue and Taxation Code Section 68 may also result in a reduction of theassessed valuation of a property within a redevelopment project area. These provisionspermit a person who is displaced from property by eminent domain proceedings or bygovernmental action resulting in a judgment of inverse condemnation to transfer theadjusted base year value of the property from which the person is displaced to anothercomparable property anywhere within the State. Persons acquiring replacement propertymust request assessment pursuant to these provisions within four (4) years of the date theproperty was acquired by eminent domain or purchase or the date the judgment of inversecondemnation becomes final. Any such assessment pursuant to these provisions of ArticleXIIIA(2)(d) and California Revenue and Taxation Code Section 68 could result in anunexpected reduction in the assessed valuation of a property within the RedevelopmentProjects.
Changes in the Law
Various State legislation (generally known as “ERAF”) has required redevelopmentagencies, including the Agency, to pay into a special fund for the benefit of local schools forthe 1992-93, 1993-94, 1994-95, 2002-03, 2003-04, 2004-05 and 2005-06 fiscal years. See “StateBudget; ERAF Shift” below. It is possible that, in addition to these payment requirements,and the limitations on Housing Tax Revenues described herein under “CONSTITUTIONALAND STATUTORY PROVISIONS AFFECTING TAX INCREMENT REVENUES,” theCalifornia electorate or Legislature could adopt a constitutional or legislative property taxdecrease with the effect of reducing Housing Tax Revenues payable to the Agency. There isno assurance that the California electorate or Legislature will not at some future timeapprove additional limitations that could reduce the Housing Tax Revenues and adverselyaffect the security of the Bonds.
Reductions in Inflationary Rate
As described in greater detail below, Article XIIIA of the California Constitutionprovides that the full cash value base of real property used in determining taxable valuemay be adjusted from year to year to reflect the inflationary rate, not to exceed a 2% increasefor any given year, or may be reduced to reflect a reduction in the consumer price index orcomparable local data. Such measure is computed on a calendar year basis. Because ArticleXIIIA limits inflationary assessed value adjustments to the lesser of the actual inflationaryrate or 2 percent, there have been years in which the assessed values were adjusted by actualinflationary rates, which were less than 2%.
Since Article XIIIA was approved, the annual adjustment for inflation has fallenbelow the 2% limitation five times; in fiscal year 1983-84, 1%; in fiscal year 1995-96, 1.19%; infiscal year 1996-97, 1.11%; in fiscal year 1999-00, 1.85%; and in fiscal year 2004-05, 1.867%.
The State mandated a 2% inflation adjustment for fiscal year 2005-06, and theprojections of Housing Tax Revenues assume a 2% inflation factor will be applied in fiscalyears commencing with 2007-08. The Agency is unable to predict if any adjustment to thefull cash value base on real property within the Redevelopment Projects, whether anincrease or reduction, will be realized in the future.
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Assessment Appeals
Property taxable values may be reduced as a result of a successful appeal of thetaxable value determined by the County Assessor. As appeal may result in a reduction tothe County Assessor’s original taxable value and a tax refund to the applicant propertyowner. Appeal and refund activity within the Redevelopment Projects may result inresolved appeals which reduce the assessed value of parcels within the RedevelopmentProjects.
An assessee may contest either (i) the original determination of the “base assessmentvalue” of a parcel (i.e. the value assigned after a change of ownership or completion of newconstruction), or (ii) the “current assessment value” (i.e., the value as determined by theCounty Assessor, which may be no more than the base assessment value plus thecompounded 2% annual inflation factor) when specified factors have caused the marketvalue of the parcel to drop below current assessment value.
At the time of reassessment, after a change of ownership or completion of newconstruction, the assessee may appeal the base assessment value of the property. Under anappeal of a base assessment value, the assessee appeals the actual underlying market valueof the sales transaction or the recently completed improvement. A successful appeal of thebase assessment value of a parcel has significant future revenue impacts, because a reducedbase year assessment will reduce the compounded future value of the propertyprospectively. Except for the two percent inflation factor, the value of the property cannotbe increased until a change in ownership occurs or additional improvements are added.
The Fiscal Consultant has estimated that the aggregate impact of future reductions inassessed valuation as a result of currently pending appeals will be approximately $3,098,736(which may result in corresponding refunds of property taxes of $30,886 in Fiscal Year 2007-08). See APPENDIX D—”FISCAL CONSULTANT’S REPORT.” No assurance can be giventhat appeals will not be granted in the future which alone, or in the aggregate, couldadversely affect Housing Tax Revenues.
Additional Obligations
As described in “SECURITY FOR THE BONDS—Additional Parity Bonds,” theAgency’s pledge of Housing Tax Revenues to payment of debt service on the Bonds will beon a parity with the Agency’s pledge of Housing Tax Revenues under any SupplementalIndenture for any additional Parity Bonds. The potential for the issuance of Parity Bondsincreases the risks associated with the Agency’s payment of debt service on the Bonds in theevent of a decrease in the Agency’s collection of Housing Tax Revenues.
Proposition 8 Adjustments
Proposition 8, approved in 1978 (section 51(b) of the California Revenue andTaxation Code), provides for the assessment of real property at the lesser of its originallydetermined (base year) full cash value compounded annually by the inflation factor, or itsfull cash value as of the lien date, taking into account reductions in value due to damage,destruction, obsolescence or other factors causing a decline in market value. Reductionsbased on Proposition 8 do not establish new base year values, and the property may bereassessed on a following lien date up to the lower of the then current fair market value orthe factored base year value. Properties in the Redevelopment Projects have not beensubject to Proposition 8 adjustments made by the County Assessor in any significantamount.
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Levy and Collection of Taxes
The Agency has no independent power to levy and collect property taxes. Anyreduction in the tax rate or the implementation of any constitutional or legislative propertytax decrease could reduce the Housing Tax Revenues, and accordingly, could have anadverse impact on the ability of the Agency to repay the Bonds. Likewise, delinquencies inthe payment of property taxes and the impact of bankruptcy proceedings on the legalability of taxing agencies to collect property taxes could have an adverse effect on theAgency’s ability to make timely Bond payments. The County has not elected to follow theprocedures of sections 4701 et seq. of the California Revenue and Taxation Code, known asthe “Teeter Plan,” as to general taxes entered and collected on the secured tax roll.Consequently, property Housing Tax Revenues in the Redevelopment Projects reflectactual collections. See “THE GREENLEAF REDEVELOPMENT PROJECT—Annual TaxReceipts to Tax Levy,” “THE WHITTIER BOULEVARD REDEVELOPMENTPROJECT—Annual Tax Receipts to Tax Levy,” “THE EARTHQUAKE RECOVERYREDEVELOPMENT PROJECT—Annual Tax Receipts to Tax Levy” and “THECOMMERCIAL CORRIDOR REDEVELOPMENT PROJECT—Annual Tax Receipts to TaxLevy.”
Real Estate and General Economic Risks
As hereinbefore stated in the above paragraph captioned “Reductions in InflationaryRate” and as demonstrated hereinbefore in the tables in the sections of this OfficialStatement entitled “THE GREENLEAF REDEVELOPMENT PROJECT—Housing TaxRevenue Projections,” “THE WHITTIER BOULEVARD REDEVELOPMENT PROJECT—Housing Tax Revenue Projections,” “THE EARTHQUAKE RECOVERYREDEVELOPMENT PROJECT—Annual Housing Tax Revenue Projections” and “THECOMMERCIAL CORRIDOR REDEVELOPMENT PROJECT—Housing Tax RevenueProjections,” Housing Tax Revenues as presented herein as available for payment of anyindebtedness of the Agency are based upon the latest actual amounts for the 2006-07 fiscalyear. Redevelopment of real property within the Redevelopment Projects by the Agency, aswell as private development in the Redevelopment Projects, may be adversely affected bychanges in general economic conditions, fluctuations in the real estate markets and interestrates, unexpected increases in development costs, changes in or new governmental policies,including governmental policies to restrict or control certain kinds of development and byother similar factors. If development and redevelopment activities in the RedevelopmentProjects encounter significant obstacles of the kind described herein or other impediments,the economy of the Redevelopment Projects could be adversely affected, causing reducedtaxable valuation of property in the Redevelopment Projects, a reduction of the HousingTax Revenues and a consequent reduction in Housing Tax Revenues available to repay theBonds. If there is a decline in the general economy of the Redevelopment Projects, theowners of property within the Redevelopment Projects may be less able or less willing tomake timely payments of property taxes, causing a delay or stoppage of Housing TaxRevenues received by the Agency from the Redevelopment Projects.
Concentration of Land Ownership
Ownership of property within the Redevelopment Projects is concentrated within anumber of owners, some of which are responsible for a significant percentage of theproperty taxes allocated to the Agency from the Redevelopment Projects. On a combinedbasis, the top 10 taxpayers within the Redevelopment Projects represent 16.92 percent of theFiscal Year 2007-08 assessed valuation of the Redevelopment Projects and 30.53 percent ofFiscal Year 2006-07 incremental assessed valuation. A default by several owners of asignificant percentage of the property within the Redevelopment Projects in the payment of
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their property taxes could materially and adversely affect the ability of the Agency to paydebt service on the Bonds.
Development Risks
The general economy of the Redevelopment Projects will be subject to all the risksgenerally associated with real estate development. Projected development within theRedevelopment Projects may be subject to unexpected delays, disruptions and changes.Real estate development operations may be adversely affected by changes in generaleconomic conditions, fluctuations in the real estate market and interest rates, unexpectedincreases in development costs and by other similar factors. Further, real estatedevelopment operations within the Redevelopment Projects could be adversely affected byfuture governmental policies, including governmental policies to restrict or controldevelopment. If projected development in the Redevelopment Projects is delayed or halted,the economy of the Redevelopment Projects could be affected. If such events lead to adecline in assessed values they could cause a reduction in Housing Tax Revenues.
Future Land Use Regulations and Growth Control Initiatives
In the past, citizens of a number of local communities in Southern California haveplaced measures on the ballot designed to limit the issuance of building permits or imposeother restrictions to control the rate of future growth in those areas. It is possible that futureinitiatives could be enacted, could be applicable to the City and have a negative impact onthe ability of developers in the Redevelopment Projects to complete any existing orproposed development. Bondowners should assume that any event that significantly affectsthe ability to develop land in the City could cause the land values within theRedevelopment Projects to decrease substantially and could affect the willingness andability of the owners of land within the Redevelopment Projects to pay property taxes whendue.
There can be no assurance that land development within the City will not beadversely affected by future governmental policies, including but not limited to,government policies to restrict or control development. Under current State law, it isgenerally accepted that proposed development is not exempt from future land useregulations until building permits have been issued and substantial work has beenperformed and substantial liabilities have been incurred in good faith reliance on thepermits prior to the adoption of such regulations.
Estimates of Housing Tax Revenues
In estimating that the total Housing Tax Revenues to be received by the Agency willbe sufficient to pay debt service on the Bonds, the Agency has relied on the actual historicalHousing Tax Revenues and made certain assumptions with regard to future assessedvaluation in the Redevelopment Projects, future tax rates and the percentage of taxescollected. The Agency believes these assumptions to be reasonable, but there is noassurance these assumptions will be realized and to the extent that the assessed valuationand the tax rates are less than expected, the total Housing Tax Revenues available to paydebt service on the Bonds will be reduced. Such reduced Housing Tax Revenues may beinsufficient to provide for the payment of debt service on the Bonds and hence the Bonds.See “SECURITY FOR THE BONDS—Pledge of Housing Tax Revenues” herein.
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Hazardous Substances
An environmental condition that may result in the reduction in the assessed value ofparcels in the Redevelopment Projects would be the discovery of a hazardous substancethat would limit the beneficial use of the property. In general, the owners and operators ofan assessed parcel may be required by law to remedy conditions of the parcel relating toreleases or threatened releases of hazardous substances. The federal ComprehensiveEnvironmental Response, Compensation and Liability Act of 1980, sometimes referred to asCERCLA or the Superfund Act, is the most well known and widely applicable of these lawsbut California laws with regard to hazardous substances are also stringent and similar.Under many of these laws, the owner (or operator) is obligated to remedy a hazardoussubstance condition on the property whether or not the owner (or operator) has anything todo with creating or handling the hazardous substance. The effect, therefore, should any ofthe assessed parcels be affected by a hazardous substance would be to reduce themarketability and value of the parcel by the costs of remedying the condition, since thepurchaser, upon becoming owner, will become obligated, along with the seller, to remedythe condition.
Seismic Risk and Flood Risk
The City, like all California communities, may be subject to unpredictable seismicactivity. There is no evidence that a ground surface rupture will occur in the event of anearthquake, but there is significant potential for destructive ground shaking during theoccurrence of a major seismic event. In addition, land susceptible to seismic activity may besubject to liquefaction during the occurrence of such an event. In the event of a severearthquake, there may be significant damage to both property and infrastructure in theRedevelopment Projects. As a result, the value of taxable land in the RedevelopmentProjects could be diminished in the aftermath of such an earthquake, through appeals,thereby reducing the amount of Housing Tax Revenues. See “Property Tax Appeals”herein. The City has adopted the 1997 Uniform Building Code and Uniform Building CodeStandards adopted by the State of California. All new construction is required to complywith the highest earthquake resistance design standard presently in use in California.
The Redevelopment Projects is subject to very minimal flood risk. The sites in theRedevelopment Projects are located in a federally designated low risk flood zone. There areno properties within the Redevelopment Projects that are within a 100-year floodplain.
State Budget; ERAF Shift
The State of California has faced budget issues in recent years. In connection with itsapproval of former budgets, the State Legislature enacted legislation, that among otherthings, reallocated a portion of funds from redevelopment agencies to school districts byshifting each agency’s tax increment, net of amounts due to other taxing agencies, to schooldistricts (“ERAF” shifts).
The 2004-05 State Budget included a transfer by redevelopment agencies to theapplicable ERAFs of $250 million in each of Fiscal Years 2004-05 and 2005-06. The Agency’sshare of the annual $250 million shift for Fiscal Year 2004-05 was $948,157 and the share forfiscal year 2005-06 was $951,814. The Agency paid both ERAF payments on a timely basisand from tax increment revenues.
The State budget for Fiscal Year 2006-07 does not require an ERAF transfer of taxincrement revenues by redevelopment agencies. Although the State’s voters approved aconstitutional amendment on the November 2004 ballot (the “Local Government
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Initiative”), which purports to prohibit any further transfers of non-education localgovernment property taxes for the benefit of the State, the Local Government Initiative doesnot purport to change existing law with respect to the State’s ability to transferredevelopment agencies’ property Housing Tax Revenues.
The Agency cannot predict whether the State Legislature will enact legislationimpacting future Housing Tax Revenues. Given the level of the State’s budget deficitproblems, it is possible that tax increment available for payment of the Bonds may bereduced in the future by actions of the State Legislature.
Information about the State budget and State spending is available at various State-maintained websites. Text of the budget may be found at the website of the Department ofFinance, www.dof.ca.gov, under the heading “California Budget.” An impartial analysis ofthe budget is posted by the Office of the Legislative Analyst at www.lao.ca.gov. In addition,various State of California official statements for its various debt obligations, many of whichcontain a summary of the current and past State budgets, may be found at the website of theState Treasurer, www.treasurer.ca.gov. All of such websites are provided for generalinformational purposes only and the material on such sites is in no way incorporated intothis Official Statement.
CONSTITUTIONAL AND STATUTORY PROVISIONS AFFECTING HOUSING TAXREVENUES
Property Tax Limitations—Article XIIIA
California voters, on June 6, 1978, approved an amendment (commonly known asboth Proposition 13 and the Jarvis-Gann Initiative) to the California Constitution. Thisamendment, which added Article XIII A to the California Constitution, among other things,affects the valuation of real property for the purpose of taxation in that it defines the fullcash value of property to mean “the county assessor’s valuation of real property as shownon the fiscal year 1975-76 tax bill under full cash value, or thereafter, the appraised value ofreal property when purchased, newly constructed, or a change in ownership has occurredafter the 1975 assessment.” The full cash value may be adjusted annually to reflect inflationat a rate not to exceed two percent per year, or any reduction in the consumer price index orcomparable local data, or any reduction in the event of declining property value caused bydamage, destruction or other factors. The amendment further limits the amount of any advalorem tax on real property to one percent of the full cash value except that additionaltaxes may be levied to pay debt service on indebtedness approved by the voters prior toJuly 1, 1978. In addition, an amendment to Article XIII was adopted in October 1986 byinitiative which exempts any bonded indebtedness approved by two-thirds (55% in certaininstances) of the votes cast by the voters for the acquisition or improvement of real propertyfrom the one percent limitation.
In the general election held November 4, 1986, voters of the State of Californiaapproved two measures, Propositions 58 and 60, which further amend Article XIIIA.Proposition 58 amends Article XIIIA to provide that the terms “purchased” and “change ofownership,” for purposes of determining full cash value of property under Article XIIIA,do not include the purchase or transfer of (1) real property between spouses and (2) theprincipal residence and the first $1,000,000 of other property between parents and children.
Proposition 60 amends Article XIIIA to permit the Legislature to allow persons overage 55 who sell their residence to buy or build another of equal or lesser value within twoyears in the same county, to transfer the old residence’s assessed value to the new residence.
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Pursuant to Proposition 60, the Legislature has enacted legislation permitting counties toimplement the provisions of Proposition 60.
Challenges to Article XIIIA
There have been many challenges to Article XIIIA of the California Constitution.Recently, the United States Supreme Court heard the appeal in Nordlinger v. Hahn , achallenge relating to residential property. Based upon the facts presented in Nordlinger, theUnited States Supreme Court held that the method of property tax assessment underArticle XIIIA did not violate the federal Constitution. The Agency cannot predict whetherthere will be any future challenges to California’s present system of property tax assessmentand cannot evaluate the ultimate effect on the Agency’s receipt of tax increment revenuesshould a future decision hold unconstitutional the method of assessing property.
Implementing Legislation
Legislation enacted by the California Legislature to implement Article XIIIA(Statutes of 1978, Chapter 292, as amended) provides that, notwithstanding any other law,local agencies may not levy any property tax, except to pay debt service on indebtednessapproved by the voters prior to July 1, 1978, and that each county will levy the maximumtax permitted by Article XIIIA.
The apportionment of property taxes in fiscal years after 1978-79 has been revisedpursuant to Statutes of 1979, Chapter 282 which provides relief funds from State moneysbeginning in fiscal year 1978-79 and is designed to provide a permanent system for sharingState taxes and budget surplus funds with local agencies. Under Chapter 282, cities andcounties receive about one-third more of the remaining property Housing Tax Revenuescollected under Proposition 13 instead of direct State aid. School districts receive acorrespondingly reduced amount of property taxes, but receive compensation directlyfrom the State and are given additional relief.
Future assessed valuation growth allowed under Article XIIIA (new construction,change of ownership, 2% annual value growth) will be allocated on the basis of “situs”among the jurisdictions that serve the tax rate area within which the growth occurs exceptfor certain utility property assessed by the State Board of Equalization which is allocated bya different method discussed herein.
Unitary Property
AB 2890 (Statutes of 1986, Chapter 1457) provides that, commencing with the fiscalyear 1988-89, assessed value derived from State-assessed unitary property (consistingmostly of operational property owned by utility companies and herein defined as “UnitaryProperty”) is to be allocated county-wide as follows: (i) each tax rate area will receive thesame amount from each assessed utility received in the previous fiscal year unless theapplicable county-wide values are insufficient to do so, in which case values will beallocated to each tax rate area on a pro-rata basis; and (ii) if values to be allocated are greaterthan in the previous fiscal year, each tax rate area will receive a pro-rata share of the increasefrom each assessed utility according to a specified formula. Additionally, the lien date onState-assessed property has been changed to January 1. Railroad property will continue tobe assessed and revenues allocated to all tax rate areas where the railroad property is sited.
To administer the allocation of unitary Housing Tax Revenues to redevelopmentagencies, the County no longer includes the taxable value of utilities as part of the reportedtaxable values of the Redevelopment Projects. For fiscal year 2005-06, the County remitted
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$51,363 unitary revenue to the Agency for the Redevelopment Projects. See “THEGREENLEAF REDEVELOPMENT PROJECT—Housing Tax Revenue Projections,” “THEWHITTIER BOULEVARD REDEVELOPMENT PROJECT—Housing Tax RevenueProjections,” “THE EARTHQUAKE RECOVERY REDEVELOPMENT PROJECT—AnnualHousing Tax Revenue Projections” and “THE COMMERCIAL CORRIDORREDEVELOPMENT PROJECT—Housing Tax Revenue Projections.”
Property Tax Collection Procedures
Classifications. In California, property which is subject to ad valorem taxes isclassified as “secured” or “unsecured.” Secured and unsecured properties are entered onseparate parts of the assessment roll maintained by the county assessor. The securedclassification includes property on which any property tax levied by the County becomes alien on that property sufficient, in the opinion of the county assessor, to secure payment ofthe taxes. Every tax which becomes a lien on secured property has priority over all otherliens on the secured property, regardless of the time of the creation of other liens. A taxlevied on unsecured property does not become a lien against unsecured property, but maybecome a lien on certain other property owned by the taxpayer.
Collections. The method of collecting delinquent taxes is substantially different for thetwo classifications of property. The taxing authority has four ways of collecting unsecuredproperty taxes in the absence of timely payment by the taxpayer: (1) a civil action against thetaxpayer; (2) filing a certificate in the office of the county clerk specifying certain facts inorder to obtain a judgment lien on certain property of the taxpayer; (3) filing a certificate ofdelinquency for record in the county recorder’s office, in order to obtain a lien on certainproperty of the taxpayer; and (4) seizure and sale of the personal property, improvementsor possessory interests belonging or assessed to the assessee. The exclusive means ofenforcing the payment of delinquent taxes with respect to property on the secured roll isthe sale of property securing the taxes to the State for the amount of taxes which aredelinquent.
Penalties. A 10% penalty is added to delinquent taxes which have been levied withrespect to property on the secured roll. In addition, property on the secured roll on whichtaxes are delinquent is declared in default on or about June 30 of the fiscal year. Suchproperty may thereafter be redeemed by payment of the delinquent taxes and adelinquency penalty, plus a redemption penalty of 1.5 percent per month to the time ofredemption and a $15 Redemption Fee. If taxes are unpaid for a period of five years ormore, the property is recorded in a “Power to Sell” status and is subject to sale by thecounty tax collector. A 10 percent penalty also applies to the delinquent taxes on propertyon the unsecured roll, and further, an additional penalty of 1.5 percent per month accrueswith respect to such taxes beginning the first day of the third month following thedelinquency date.
Delinquencies. The valuation of property is determined as of January 1 each year andequal installments of taxes levied upon secured property become delinquent on thefollowing December 10 and April 10. Taxes on unsecured property are due January 1.Unsecured taxes enrolled by July 31, if unpaid, are delinquent August 31 at 5:00 p.m. andare subject to penalty; unsecured taxes added to the roll after July 31, if unpaid, aredelinquent on the last day of the month succeeding the month of enrollment.
Supplemental Assessments . Legislation enacted in 1983 (Chapter 498, Statutes of 1983)provides for the supplemental assessment and taxation of property as of the occurrence of achange of ownership or completion of new construction. Chapter 498 provided increasedrevenue to redevelopment agencies to the extent that supplemental assessments of new
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construction or changes of ownership occur within the boundaries of redevelopmentprojects subsequent to the January 1 lien date. To the extent such State supplementalassessments occur within the Redevelopment Projects, the Housing Tax Revenues for theRedevelopment Projects may increase.
Tax Collection Fees. In 1990, the State Legislature enacted Senate Bill 2557 (Chapter466, Statutes of 1990) (“SB 2557”) which allows counties to charge for the cost of assessing,collecting and allocating property Housing Tax Revenues to local government jurisdictionson a prorated basis. Two recent decisions have interpreted the provisions of SB 2557 andhave upheld the inclusion of redevelopment agencies as a local government agency whichmust share the cost of property tax administration. The 1992 enactment of Senate Bill 1559(Chapter 697) and the decision of the California Court of Appeal in Arcadia RedevelopmentAgency v. Ikemoto have clarified that redevelopment agencies, such as the Agency, are toshare in the cost of property tax administration charged by most California counties,including the County.
Appropriations Limitations—Article XIIIB
On November 6, 1979, California voters approved Proposition 4, the so-called GannInitiative, which added Article XIIIB to the California Constitution. The principal effect ofArticle XIIIB is to limit the annual appropriations of the State and any city, county, schooldistrict, authority or other political subdivision of the State to the level of appropriationsfor the prior fiscal year, as adjusted for changes in the cost of living, population andservices rendered by the government entity.
Effective November 30, 1980, the California Legislature added section 33678 to theRedevelopment Law which provided that the allocation of taxes to a redevelopment agencyfor the purpose of paying principal of, or interest on, loans, advances, or indebtedness willnot be deemed the receipt by such agency of proceeds of taxes levied by or on behalf of theagency within the meaning of Article XIIIB, nor will such portion of taxes be deemedreceipt of taxes by, or an appropriation subject to the limitation of, any other public bodywithin the meaning or for the purpose of the Constitution and laws of the State, includingsection 33678 of the Redevelopment Law.
State Board of Equalization and Property Assessment Practices
On December 10, 1998, the State Board of Equalization (“SBOE”) approved revisionsto its guidelines regarding the valuation of intangible business and commercial propertyfor property tax purposes. The SBOE approved these revisions over the strong objections ofthe California Assessors Association (“CAA”), an organization representing all 58 CountyAssessors in California. The Agency is not able to predict whether the revised SBOEguidelines will cause any reductions in tax increment revenues and, hence, in Housing TaxRevenues. However, the Agency does not believe that the SBOE’s adoption of the revisedguidelines will affect its ability to pay debt service on the Bonds.
Exclusion of Housing Tax Revenues for General Obligation Bonds Debt Service
An initiative to amend the California Constitution entitled “Property Housing TaxRevenues Redevelopment Agencies” was approved by California voters at the November 8,1988 general election. Under prior law, a redevelopment agency using tax incrementrevenue received additional property tax revenue whenever a local government increasedits property tax rate to pay off its general obligation bonds. This initiative amended theCalifornia Constitution to allow the California Legislature to prohibit redevelopmentagencies from receiving any of the property Housing Tax Revenues raised by increased
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property tax rates imposed by local governments to make payments on their bondedindebtedness.
The initiative only applies to tax rates levied to finance general obligation bondsapproved by the voters on or after January 1, 1989. Any revenue reduction toredevelopment agencies would depend on the number and value of the general obligationbonds approved by voters in prior years, which tax rate will reduce due to increasedvaluation subject to the tax or the retirement of the indebtedness. The Agency does notreceive a significant amount of tax increment as a result of general obligation bond taxlevies.
Proposition 218
On November 5, 1996, California voters approved Proposition 218-Voter Approvalfor Local Government Taxes-Limitation on Fees, Assessments, and Charges-InitiativeConstitutional Amendment. Proposition 218 added Articles XIIIC and XIIID to theCalifornia Constitution, imposing certain vote requirements and other limitations on theimposition of new or increased taxes, assessments and property-related fees and charges.Housing Tax Revenues securing the Bonds are derived from property taxes which areoutside the scope of taxes, assessments and property-related fees and charges which werelimited by Proposition 218.
AB 1290
In 1993, the California Legislature enacted Assembly Bill 1290 (“AB 1290”) whichcontained several significant changes in the Redevelopment Law. Among the changes madeby AB 1290 was a provision that limits the period of time for incurring and repaying loans,advances and indebtedness payable from tax increment revenues. In general, aredevelopment plan may terminate not more than 40 years following the date of originaladoption, and loans, advances and indebtedness may be repaid during a period extendingnot more than 10 years following the date of termination of the redevelopment plan. See“THE REDEVELOPMENT PROJECT—Redevelopment Plans Limitations” herein.
SB 211
SB 211 was signed into law as Chapter 741, Statutes of 2001. This legislation has twomain impacts on the limits contained in an agency’s redevelopment plan. First, the CityCouncil may eliminate the time limit to establish indebtedness in Redevelopment Projectsadopted prior to January 1, 1994 by ordinance. If the Plan is so amended, any existing taxsharing agreements will continue and certain statutory tax sharing for entities without taxsharing agreements will commence in the year the eliminated limit would have taken effect.Second, the City Council may extend the time limit for plan effectiveness and repayment ofdebt for up to ten years if it can make certain specified findings.
Future Initiatives
Article XIIIA, Article XIIIB and certain other propositions affecting property taxlevies were each adopted as measures which qualified for the ballot pursuant to California’sinitiative process. From time to time other initiative measures could be adopted, furtheraffecting Agency revenues or the Agency’s ability to expend revenues.
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Low and Moderate Income Housing
Chapter 1337, Statutes of 1976, added sections 33334.2 and 33334.3 to the lawrequiring redevelopment agencies to set aside 20 percent of all tax increment revenuesallocated to redevelopment agencies from redevelopment project areas adopted afterDecember 31, 1976, in a low and moderate income housing fund to be expended forauthorized low- and moderate-income housing purposes. Amounts on deposit in the low-and moderate-income housing fund may also be applied to pay debt service on bonds,loans or advances of redevelopment agencies to provide financing for such low- andmoderate-income housing purposes.
The Redevelopment Projects is subject to the 20 percent set-aside requirement forlow- and moderate-income housing. These revenues are therefore not included in theHousing Tax Revenues securing the Bonds.
Statement of Indebtedness
Under the Redevelopment Law, the Agency must file with the County Auditor astatement of indebtedness for the Redevelopment Projects by October 1 of each year. Asdescribed below, the statement of indebtedness controls the amount of tax incrementrevenue that will be paid to the Agency in each fiscal year.
Each statement of indebtedness is filed on a form prescribed by the State Controllerand specifies, among other things: (i) the total amount of principal and interest payable onall loans, advances or indebtedness (including the Bonds and all Additional Bonds) (the“Debt”), both over the life of the Debt and for the current fiscal year, and (ii) the amount of“available revenue” as of the end of the previous fiscal year.
“Available Revenue” is calculated by subtracting the total payments on Debt duringthe previous fiscal year from the total revenues (both tax increment revenues and otherrevenues) received during the previous fiscal year, plus any carry-forward from the priorfiscal year. Available Revenue include amounts held by the Agency and irrevocablypledged to the payment of Debt other than amounts set aside for low- and moderate-incomehousing.
The County Auditor may only pay tax increment revenue to the Agency in any fiscalyear to the extent that the total remaining principal and interest on all Debt exceeds theamount of available revenues as shown on the statement of indebtedness.
The statement of indebtedness constitutes prima facie evidence of the indebtednessof the Agency; however, the County Auditor may dispute the statement of indebtedness incertain cases. section 33675 of the Redevelopment Law provides for certain time limitscontrolling any dispute of the statement of indebtedness, and allows for Superior Courtdetermination of such dispute if it cannot be resolved by the Agency and the County. Anysuch action may only challenge the amount of the Debt as shown on the statement, and notthe validity of any Debt or its related contract or expenditures. No challenge can be made topayments to a trustee in connection with a bond issue or payments to a public agency inconnection with payments by that public agency with respect to a lease or bond issue.
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CERTAIN LEGAL MATTERS
Legal Opinions
The legal opinion of Quint & Thimmig LLP, San Francisco, California, as BondCounsel, approving the validity of the Bonds, will be made available to purchasers at thetime of original delivery of the Bonds and the proposed form thereof appears in AppendixE hereto. Bond Counsel’s employment as bond counsel is limited to a review of the legalproceedings required for the authorization of the Bonds and to rendering the opinion setforth in Appendix E hereto.
Quint & Thimmig LLP, San Francisco, California, is serving as Disclosure Counselto the Agency. Certain legal matters will be passed upon for the Agency by Richards,Watson & Gershon, Brea, California, as counsel to the Agency.
Payment of the fees and expenses of Bond Counsel and Disclosure Counsel is contingentupon the sale and delivery of the Bonds.
Enforceability of Remedies
The remedies available to the Trustee and to the registered owners of the Bondsupon an event of default under the Indenture and any other document described herein arein many respects dependent upon regulatory and judicial actions which are often subject todiscretion and delay. Under existing law and judicial decisions, the remedies provided forunder such documents may not be readily available or may be limited. The various legalopinions to be delivered concurrently with the delivery of the Bonds will be qualified tothe extent that the enforceability of the legal documents with respect to the Bonds aresubject to limitations imposed by bankruptcy, reorganization, insolvency or other similarlaws affecting the rights of creditors generally and by equitable remedies and proceedingsgenerally.
RATING
S&P has assigned its municipal bond rating of “AAA” to the Bonds, based on theissuance of the Municipal Bond Insurance Policy by Financial Guaranty. See “MUNICIPALBOND INSURANCE” herein. In addition, S&P has assigned its uninsured rating of “BBB+”to the Bonds. Such ratings reflect only the views of such organization and an explanation ofthe significance of such ratings may be obtained from it as follows: Standard & Poor’sRatings Services, 55 Water Street, New York, NY 10004, (212) 438-2124. There is no assurancethat such ratings will continue for any given period of time or that they will not be reviseddownward or withdrawn entirely by such rating agency, if in the judgment of such ratingagency, circumstances so warrant. Any such downward revision or withdrawal of suchrating may have an adverse effect on the market price of the Bonds.
CONTINUING DISCLOSURE
The Agency has covenanted for the benefit of holders and beneficial owners of theBonds to provide certain financial information and operating data relating to the Agency bynot later than seven months following the end of the Agency’s Fiscal Year (which reportingdate would be January 31), commencing with the report for the 2006-07 Fiscal Year (the“Annual Report”), and to provide notices of the occurrence of certain enumerated events, if
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material. The Annual Report will be filed by the Agency with each Nationally RecognizedMunicipal Securities Information Repository, and with the appropriate State informationdepository, if any. The notices of material events will be filed by the Agency with theMunicipal Securities Rulemaking Board (and with the appropriate State informationdepository, if any). The specific nature of the information to be contained in the AnnualReport or the notices of material events is set forth in the Form of Continuing DisclosureAgreement in Appendix F hereto. These covenants have been made in order to assist theUnderwriter in complying with S.E.C. Rule 15c2-12(b)(5). The Agency is current withrespect to previous undertakings with regard to said Rule to provide annual reports ornotices of material events.
ABSENCE OF LITIGATION
At the time the Bonds are delivered, the Agency will certify that, to its bestknowledge, there is no litigation pending with respect to which the Agency has been servedwith process or know to be threatened against the Agency in any court or other tribunal ofcompetent jurisdiction, State or federal, which seeks to enjoin or challenges the authority ofthe Agency to participate in the transactions contemplated by this Official Statement, theBonds or the Indenture.
TAX MATTERS
In the opinion of Quint & Thimmig LLP, San Francisco, California, Bond Counsel,interest on the Bonds is exempt from California personal income taxes. NO ATTEMPT HASBEEN OR WILL BE MADE TO COMPLY WITH CERTAIN REQUIREMENTS RELATINGTO THE EXCLUSION OF INTEREST ON THE BONDS FROM GROSS INCOME FORFEDERAL INCOME TAX PURPOSES.
Owners of the Bonds should also be aware that the ownership or disposition of, orthe accrual or receipt of interest on, the Bonds may have federal or state tax consequencesother than as described above. Bond Counsel expresses no opinion regarding any federal orstate tax consequences arising with respect to the Bonds other than as expressly describedabove.
UNDERWRITING
The Bonds are being purchased for reoffering by Stone & Youngberg LLC (the“Underwriter”). The Underwriter has entered into an agreement with the Authority and theAgency to purchase the Bonds at a price of $15,506,210.00 (the “Purchase Price”) (being theprincipal amount of the Bonds of $15,660,000, less an Underwriter’s discount of $153,790.00).The agreement pursuant to which the Underwriter will purchase the Bonds provides thatthe Underwriter will purchase all of the Bonds if any of the Bonds are purchased.
The Underwriter intends to reoffer the Bonds to the public initially at the prices oryields set forth on the cover page of this Official Statement, which yield may subsequentlychange without any requirement of prior notice. The Underwriter reserves the right to joinwith dealers and other underwriters in reoffering the Bonds to the public. The Underwritermay reoffer and sell Bonds to certain dealers (including dealers depositing Bonds intoinvestment trusts) at prices lower than the public offering prices, and such dealers mayreallow any such discounts on sales to other dealers.
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MISCELLANEOUS
The purpose of this Official Statement is to supply information to prospectivebuyers of the Bonds. Quotations from, and summaries and explanations of, the Indentureand other documents and statutes contained herein do not purport to be complete, andreference is made to such documents, Indenture and statutes for full and completestatements of their provisions.
Unless otherwise noted, all information contained in this Official Statementpertaining to the Agency, the County and the Redevelopment Projects has been furnishedby the Agency. Any statement in this Official Statement involving matters of opinion,whether or not expressly so stated, are intended as such and not as representations of fact.This Official Statement is not to be construed as a contract or agreement between theAgency and the purchasers or registered owners of any of the Bonds.
The execution and delivery of this Official Statement has been duly authorized bythe Agency.
WHITTIER REDEVELOPMENTAGENCY
By /s/ Stephen W. Helvey Executive Director
Appendix APage 1
APPENDIX A
SUMMARY OF THE INDENTURE
The following is a brief summary of the provisions of the Indenture not otherwise summarized in thetext of this Official Statement. This summary is not intended to be definitive, and reference is made to thecomplete text of such document for the complete terms thereof.
Definitions
“Additional Revenues” means, as of the date of calculation, the amount of Housing TaxRevenues which, as shown in the Report of an Redevelopment Consultant, are estimated to bereceivable by the Agency within the Fiscal Year following the Fiscal Year in which such calculationis made as a result of increases in the assessed valuation of taxable property in the RedevelopmentProjects due to the completion of construction which is not then reflected on the tax rolls, or due totransfer of ownership or any other interest in real property which has been recorded but which is notthen reflected on the tax rolls. For purposes of this definition, the term “increases in the assessedvaluation” means the amount by which the assessed valuation of taxable property in theRedevelopment Projects is estimated to increase above the assessed valuation of taxable property inthe Redevelopment Projects (as evidenced in the written records of the County) as of the date onwhich such calculation is made.
“Agency” means the Whittier Redevelopment Agency, a public body corporate and politicduly organized and existing under the Law.
“Annual Debt Service” means, for each Bond Year, the sum of (a) the interest payable on theOutstanding Bonds in such Bond Year, assuming that the Outstanding Bonds are retired as scheduled,and (b) the principal or sinking fund amount of the Outstanding Bonds payable by their terms in suchBond Year.
“Bonds” means the Whittier Redevelopment Agency (Housing Projects) Taxable TaxAllocation Bonds, 2007 Series B, and, when the context requires, any Parity Debt.
“Bond Year” means any twelve-month period beginning on November 2 in any year andending on the next succeeding November 1, both dates inclusive, except that the first Bond Year shallbegin on the Closing Date, and end on November 1, 2007.
“Business Day” means a day of the year, other than a Saturday or Sunday, on which banks inNew York, New York, Los Angeles and San Francisco, California, are not required or permitted tobe closed and on which the New York Stock Exchange is not closed.
“Closing Date” means the date on which the Bonds are delivered by the Agency to theoriginal purchaser thereof.
“Commercial Corridor Redevelopment Plan” means the Redevelopment Plan for the WhittierEarthquake Recovery Redevelopment Project, approved by Ordinance No. 2800, enacted by the CityCouncil of the City on March 26, 2002, as amended by Ordinance No. 2860, enacted by the CityCouncil of the City on July 19, 2005 (to add 209 acres of territory), together with any amendmentsthereof at any time duly authorized pursuant to the Law
“Commercial Corridor Redevelopment Project” means the Commercial Corridor RedevelopmentProject, as described in the Commercial Corridor Redevelopment Plan.
“Continuing Disclosure Certificate” means that certain Continuing Disclosure Certificateexecuted by the Agency dated as of the Closing Date, as originally executed and as it may beamended from time to time in accordance with the terms thereof.
Appendix APage 2
“Costs of Issuance” means all items of expense directly or indirectly payable by orreimbursable to the Agency relating to the authorization, issuance, sale and delivery of the Bonds,including but not limited to printing expenses, operating expenses, rating agency fees, filing andrecording fees, initial fees and charges and first annual administrative fee of the Trustee and fees andexpenses of its counsel, fees, charges and disbursements of attorneys, financial advisors, fiscalconsultants, accounting firms, consultants and other professionals, fees and charges for preparation,execution and safekeeping of the Bonds, premiums payable with respect to the Municipal BondInsurance Policy and any other cost, charge or fee in connection with the original issuance of theBonds.
“Costs of Issuance Fund” means the fund by that name established and held by the Trusteepursuant to the Indenture.
“County” means Los Angeles County, a county duly organized and existing under the laws ofthe State.
“Debt Service Fund” means the fund by that name established and held by the Trustee pursuantto the Indenture.
“Defeasance Obligations” means (a) cash, (b) direct non-callable obligations of the United Statesof America, (c) securities fully and unconditionally guaranteed as to the timely payment of principaland interest by the United States of America, to which direct obligation or guarantee the full faith andcredit of the United States of America has been pledged, (d) Refcorp interest strips, (e) CATS, TIGRS,STRPS, and (f) defeased municipal bonds rated AAA by S&P or Aaa by Moody’s (or any combinationof the foregoing),
“Earthquake Recovery Redevelopment Plan” means the Redevelopment Plan for the WhittierEarthquake Recovery Redevelopment Project, approved by Ordinance No. 2420 enacted by the CityCouncil of the City on November 24, 1987, as amended by Ordinance No. 2642, enacted by the CityCouncil of the City on December 20, 1994 (to conform to AB 1290), as amended by Ordinance No.2749, enacted by the City Council of the City on April 27, 1999 (to extend the duration of the Plan andtime limit to collect tax increment), as amended by Ordinance No. 2763, enacted by the City Councilof the City on May 9, 2000 (to re-establish eminent domain authority for 12 years, and as amended byOrdinance No. 2846, enacted by the City Council of the City on August 24, 2004 (pursuant to SB 1045),together with any amendments thereof at any time duly authorized pursuant to the Law.
“Earthquake Recovery Redevelopment Project” means the Whittier Earthquake RecoveryRedevelopment Project, as described in the Earthquake Recovery Redevelopment Plan.
“Event of Default” means any of the events described in the Indenture.
“Financial Guaranty” means Financial Guaranty Insurance Company, a New York stockinsurance company, or any successor thereto.
“Fiscal Year” means any twelve-month period beginning on July 1 in any year and extendingto the next succeeding June 30, both dates inclusive, or any other twelve month period selected anddesignated by the Agency to the Trustee in writing as its official fiscal year period.
“Greenleaf Redevelopment Plan” means the Redevelopment Plan for the GreenleafAvenue/Uptown Whittier Redevelopment Project, approved by Ordinance No. 2022, enacted by theCity Council of the City on February 5, 1974, as amended by Ordinance No. 2076 enacted by the CityCouncil of the City on November 2, 1993 (to extend the Plan’s time frames for eminent domain andincurring debt, to modify the financial limits and to provide for public facilities and publicimprovement projects), as amended by Ordinance No. 2640, enacted by the City Council of the Cityon December 20, 1994 (to conform to AB 1290), as amended by Ordinance No. 2844, enacted by theCity Council of the City on August 24, 2004 (pursuant to SB 211 and SB 1045), and as amended byOrdinance No. 2876, enacted by the City Council of the City on June 27, 2006 (to extend the Plan’s
Appendix APage 3
time frame for eminent domain), together with any amendments thereof at any time duly authorizedpursuant to the Redevelopment Law.
“Greenleaf Redevelopment Project” means the Greenleaf Boulevard/Uptown WhittierRedevelopment Project, as described in the Greenleaf Redevelopment Plan.
“Housing Tax Revenues” means all taxes pledged and annually allocated within the PlanLimitations, following the Closing Date, and paid to the Agency with respect to the RedevelopmentProjects pursuant to Article 6 of Chapter 6 (commencing with section 33670) of the Law and section 16of Article XVI of the Constitution of the State, or pursuant to other applicable State laws, and asprovided in the Redevelopment Plans, and all payments, subventions and reimbursements, if any, tothe Agency specifically attributable to ad valorem taxes lost by reason of tax exemptions and tax ratelimitations, which are required to be deposited into the Low and Moderate Income Housing Fund ofthe Agency in any Fiscal Year pursuant to section 33334.3 of the Redevelopment Law.
“Indenture” means the Indenture of Trust, dated as of June 1, 2007, by and between theAgency and the Trustee, as originally entered into or as it may be amended or supplemented by anySupplemental Indenture entered into pursuant to the provisions thereof.
“Independent Accountant” means any accountant or firm of such accountants duly licensed orregistered or entitled to practice and practicing as such under the laws of the State, appointed by theAgency, and who, or each of whom: (a) is in fact independent and not under domination of theAgency; (b) does not have any substantial interest, direct or indirect, with the Agency; and (c) is notconnected with the Agency as an officer or employee of the Agency, but who may be regularlyretained to make reports to the Agency.
“Independent Financial Consultant” means any financial consultant or firm of such consultantsappointed by the Agency, and who, or each of whom: (a) is in fact independent and not underdomination of the Agency; (b) does not have any substantial interest, direct or indirect, with theAgency, other than as original purchaser of the Bonds or any Parity Debt; and (c) is not connectedwith the Agency as an officer or employee of the Agency, but who may be regularly retained tomake reports to the Agency.
“Independent Redevelopment Consultant” means any consultant or firm of such consultantsappointed by the Agency, and who, or each of whom: (a) is judged by the Agency to haveexperience in matters relating to the collection of Housing Tax Revenues or otherwise with respect tothe financing of redevelopment projects; (b) is in fact independent and not under domination of theAgency; (c) does not have any substantial interest, direct or indirect, with the Agency; and (d) is notconnected with the Agency as an officer or employee of the Agency, but who may be regularlyretained to make reports to the Agency.
“Information Services” means Financial Information, Inc.’s “Daily Called Bond Service,” 30Montgomery Street, 10th Floor, Jersey City, NJ 07302, Attention: Editor; Mergent/FIS, Inc., 5250–77Center Drive, Charlotte, NC 28217, Attention: Called Bond Dept.; Kenny S&P, 55 Water Street, NewYork, NY 10041, Attention: Notification Department; and, in accordance with then current guidelinesof the Securities and Exchange Agency, such other addresses and/or such other information servicesproviding information with respect to called bonds as the Agency may designate in a WrittenCertificate of the Agency delivered to the Trustee.
“Interest Account” means the account by that name established and held by the Trusteepursuant to the Indenture.
“Interest Payment Date” means May 1 and November 1 in each year, commencing November1, 2007, so long as any of the Bonds remain Outstanding under the Indenture.
“Law” means the Community Redevelopment Law of the State, constituting Part 1 of Division24 of the California Health and Safety Code, and the acts amendatory thereof and supplementalthereto.
Appendix APage 4
“Low and Moderate Income Housing Fund” means the fund of the Agency established by theAgency pursuant to section 33334.3 of the Law but held by the Trustee pursuant to the Indenture.
“Maximum Annual Debt Service” means, as of the date of calculation, the largest Annual DebtService for the current or any future Bond Year following the anticipated issuance of Bonds. Forpurposes of such calculation, there shall be excluded a pro rata portion of each installment of principalof any Parity Debt, together with the interest to accrue thereon, in the event and to the extent that theproceeds of such Parity Debt are deposited in an escrow fund from which amounts may not bereleased to the Agency unless the Housing Tax Revenues for the current Fiscal Year (as evidenced inthe written records of the County) at least equal one hundred fifty percent (150%) of the amount ofMaximum Annual Debt Service.
“Moody’s” means Moody’s Investors Service, its successors and assigns.
“Municipal Bond Insurance Policy” means the municipal bond new issue insurance policyissued by Financial Guaranty that guarantees payment of principal of and interest on the Bonds.
“Original Purchaser” means the original purchaser of the Bonds upon their delivery by theTrustee on the Closing Date.
“Outstanding” when used as of any particular time with reference to Bonds, means (subject tothe provisions of the Indenture) all Bonds except: (a) Bonds theretofore canceled by the Trustee orsurrendered to the Trustee for cancellation; (b) Bonds paid or deemed to have been paid within themeaning of the Indenture; and (c) Bonds in lieu of or in substitution for which other Bonds shall havebeen authorized, executed, issued and delivered by the Agency pursuant to the Indenture.
“Owner” or “Bondowner” means, with respect to any Bond, the person in whose name theownership of such Bond shall be registered on the Registration Books.
“Parity Debt” means any loans, advances or indebtedness issued or incurred by the Agencyon a parity with the Bonds pursuant to the Indenture.
“Participating Underwriter” has the meaning ascribed thereto in the Continuing DisclosureCertificate.
“Permitted Investments” means:
(a) Direct obligations of the United States of America and securities fully and unconditionallyguaranteed as to the timely payment of principal and interest by the United States of America (“U.S.Government Securities”).
(b) Direct obligations of the following federal agencies which are fully guaranteed by the fullfaith and credit of the United States of America (although the following are explicitly excluded fromsuch securities: (i) all derivative obligations, including without limitation inverse floaters, residuals,interest-only, principal-only and range notes; (ii) obligations that have a possibility of returning a zeroor negative yield if held to maturity; (iii) obligations that do not have a fixed par value or thosewhose terms do not promise a fixed dollar amount at maturity or call date; and (iv) collateralizedmortgage-backed Obligations (“CMOs”)):
A. direct obligations and fully guaranteed certificates of beneficial interest of the Export-Import Bank of the United States
B. debentures of the Federal Housing Administration
C. participation certificates of the General Services Administration
Appendix APage 5
D. guaranteed mortgage-backed securities and guaranteed participation certificates of theGovernment National Mortgage Association (“GNMAs”)
E . guaranteed participation certificates and guaranteed pool certificates of the SmallBusiness Administration
F. local authority bonds of the U.S. Department of Housing & Urban Development
G. guaranteed Title XI financings of the U.S. Maritime Administration
H. guaranteed transit bonds of the Washington Metropolitan Area Transit Authority
(c) Direct obligations of the following federal agencies which are not fully guaranteed by thefaith and credit of the United States of America (although the following are explicitly excluded fromsuch securities: (i) all derivative obligations, including without limitation inverse floaters, residuals,interest-only, principal-only and range notes; (ii) obligations that have a possibility of returning a zeroor negative yield if held to maturity; (iii) obligations that do not have a fixed par value or thosewhose terms do not promise a fixed dollar amount at maturity or call date; and (iv) CMOs):
A. senior debt obligations rated Aaa by Moody’s and AAA by S&P of the FederalNational Mortgage Association (“FNMAs”)
B. participation certificates and senior debt obligations rated Aaa by Moody’s and AAAby S&P of the Federal Home Loan Mortgage Corporation (“FHLMCs”)
C. consolidated debt obligations of the Federal Home Loan Banks
D. debt obligations of the Student Loan Marketing Association
E. debt obligations of the Resolution Funding Corporation
(d) Commercial paper (having original maturities of not more than 270 days) rated, at the timeof purchase, P-1 by Moody’s and A-1 or better by S&P.
(e) Certificates of deposit, savings accounts, deposit accounts or money market deposits inamounts that are continuously and fully insured by the Federal Deposit Insurance Corporation(“FDIC”), including the Bank Insurance Fund and the Savings Association Insurance Fund.
(f) Certificates of deposit, deposit accounts, federal funds or bankers’ acceptances (in each casehaving maturities of not more than 365 days following the date of purchase) of any domesticcommercial bank or United States branch office of a foreign bank, provided that such bank’s short-term certificates of deposit are rated P-1 by Moody’s and A-1 or better by S&P (not consideringholding company ratings).
(g) Investments in money-market funds rated AAAm or AAAm-G by S&P.
(h) California-sponsored investment pools rated AA- or better by S&P.
(i) Repurchase agreements that meet the following criteria:
(i) A master repurchase agreement or specific written repurchase agreement,substantially similar in form and substance to the Public Securities Association or BondMarket Association master repurchase agreement, governs the transaction.
(ii) Acceptable providers shall consist of (A) registered broker/dealers subject toSecurities Investors’ Protection Corporation (“SIPC”) jurisdiction or commercial banks insuredby the FDIC, if such broker/dealer or bank has an uninsured, unsecured and unguaranteedrating of A3/P-1 or better by Moody’s and A-/A-1 or better by S&P, or (B) domestic
Appendix APage 6
structured investment companies approved by Financial Guaranty and rated Aaa by Moody’sand AAA by S&P.
(iii) The repurchase agreement shall require termination thereof if the counterparty’sratings are suspended, withdrawn or fall below A3 or P-i from Moody’s, or A- or A-1 fromS&P. Within ten (10) days, the counterparty shall repay the principal amount plus any accruedand unpaid interest on the investments.
(iv) The repurchase agreement shall limit acceptable securities to U.S. GovernmentSecurities and to the obligations of GNMA, FNMA or FHLMC described in (b)(iv), (c)(i) and(c)(ii) above. The fair market value of the securities in relation to the amount of the repurchaseobligation, including principal and accrued interest, is equal to a collateral level of at least104% for U.S. Government Securities and 105% for GNMAs, FNMAs or FHLMCs. Therepurchase agreement shall require (A) the Trustee or the Agent to value the collateralsecurities no less frequently than weekly, (B) the delivery of additional securities if the fairmarket value of the securities is below the required level on any valuation date, and (C)liquidation of the repurchase securities if any deficiency in the required percentage is notrestored within two (2) business days of such valuation.
(v) The repurchase securities shall be delivered free and clear of any lien to the Trusteeor to an independent third party acting solely as agent (“Agent”) for the Trustee, and suchAgent is (A) a Federal Reserve Bank, or (B) a bank which is a member of the FDIC and whichhas combined capital, surplus and undivided profits or, if appropriate, a net worth, of not lessthan $50 million, and the Trustee shall have received written confirmation from such thirdparty that such third party holds such securities, free and clear of any lien, as agent for theTrustee.
(vi) A perfected first security interest in the repurchase securities shall be created forthe benefit of the Trustee, and the issuer and the Trustee shall receive an opinion of counsel asto the perfection of the security interest in such repurchase securities and any proceedsthereof.
(vii) The repurchase agreement shall have a term of one year or less, or shall be dueon demand.
(viii) The repurchase agreement shall establish the following as events of default, theoccurrence of any of which shall require the immediate liquidation of the repurchasesecurities, unless Financial Guaranty directs otherwise:
(A) insolvency of the broker/dealer or commercial bank serving as thecounterparty under the repurchase agreement;
(B) failure by the counterparty to remedy any deficiency in the requiredcollateral level or to satisfy the margin maintenance call under item 10(d) above; or
(C) failure by the counterparty to repurchase the repurchase securities on thespecified date for repurchase.
(j) Investment agreements (also referred to as guaranteed investment contracts) that meet thefollowing criteria, subject to such revisions as may be consented to by Financial Guaranty:
(i) A master agreement or specific written investment agreement governs thetransaction.
(ii) Acceptable providers of uncollateralized investment agreements shall consist of (A)domestic FDIC-insured commercial banks, or U.S. branches of foreign banks, rated at leastAa2 by Moody’s and AA by S&P; (B) domestic insurance companies rated Aaa by Moody’s
Appendix APage 7
and AAA by S&P; and (C) domestic structured investment companies approved by FinancialGuaranty and rated Ma by Moody’s and AAA by S&P.
(iii) Acceptable providers of collateralized investment agreements shall consist of (A)registered broker/dealers subject to SIPC jurisdiction, if such broker/dealer has an uninsured,unsecured and unguaranteed rating of Al or better by Moody’s and A+ or better by S&P; (B)domestic FDIC-insured commercial banks, or U.S. branches of foreign banks, rated at least Alby Moody’s and A+ by S&P; (C) domestic insurance companies rated at least Al by Moody’sand A+ by S&P; and (D) domestic structured investment companies approved by FinancialGuaranty and rated Aaa by Moody’s and AAA by S&P. Required collateral levels shall be asset forth below.
(iv) The investment agreement shall provide that if the provider’s ratings fall belowAa3 by Moody’s or AA- by S&P, the provider shall within ten (10) days either (A) repay theprincipal amount plus any accrued and interest on the investment; or (B) deliver PermittedCollateral as provided below.
(v) The investment agreement must provide for termination thereof if the provider’sratings are suspended, withdrawn or fall below A3 from Moody’s or A- from S&P. Within ten(10) days, the provider shall repay the principal amount plus any accrued interest on theagreement, without penalty.
(vi) The investment agreement shall provide for the delivery of collateral described in(A) or (B) below (“Permitted Collateral”) which shall be maintained at the followingcollateralization levels at each valuation date:
(A) U.S. Government Securities at 104% of principal plus accrued interest; or
(B) Obligations of GNMA, FNMA or FHLMC (described in (b)(iv), (c)(i) and(c)(ii) above) at 105% of principal and accrued interest.
(vii) The investment agreement shall require the Trustee or Agent to determine themarket value of the Permitted Collateral not less than weekly and notify the investmentagreement provider on the valuation day of any deficiency. Permitted Collateral may bereleased by the Trustee to the provider only to the extent that there are excess amounts overthe required levels. Market value, with respect to collateral, may be determined by any of thefollowing methods:
(A) the last quoted “bid” price as shown in Bloomberg, Interactive DataSystems, Inc., The Wall Street Journal or Reuters;
(B) valuation as performed by a nationally recognized pricing service,whereby the valuation method is based on a composite average of various bid prices;or
(C) the lower of two bid prices by nationally recognized dealers. Such dealersor their parent holding companies shall be rated investment grade and shall be marketmakers in the securities being valued.
(viii) Securities held as Permitted Collateral shall be free and clear of all liens andclaims of third parties, held in a separate custodial account and registered in the name of theTrustee or the Agent.
(ix) The provider shall grant the Trustee or the Agent a perfected first security interestin any collateral delivered under an investment agreement. For investment agreementscollateralized initially and in connection with the delivery of Permitted Collateral under(k)(vi) above, the Trustee and Financial Guaranty shall receive an opinion of counsel as to theperfection of the security interest in the collateral.
Appendix APage 8
(x) The investment agreement shall provide that moneys invested under the agreementmust be payable and putable at par to the Trustee without condition, breakage fee or otherpenalty, upon not more than two (2) business days’ notice, or immediately on demand forany reason for which the funds invested may be withdrawn from the applicable fund oraccount established under the authorizing document, as well as the following:
(A) In the event of a deficiency in the debt service account;
(B) Upon acceleration after an event of default;
(C) Upon refunding of the bonds in whole or in part;
(D) Reduction of the debt service reserve requirement for the bonds; or
(E) If a determination is later made by a nationally recognized bond counselthat investments must be yield-restricted.
Notwithstanding the foregoing, the agreement may provide for a breakage fee orother penalty that is payable in arrears and not as a condition of a draw by the Trustee if theissuer’s obligation to pay such fee or penalty is subordinate to its obligation to pay debtservice on the bonds and to make deposits to the debt service reserve fund.
(xi) The investment agreement shall establish the following as events of default, theoccurrence of any of which shall require the immediate liquidation of the investmentsecurities, unless:
(A) Failure of the provider or the guarantor (if any) to make a payment whendue or to deliver Permitted Collateral of the character, at the times or in the amountsdescribed above;
(B) Insolvency of the provider or the guarantor (if any) under the investmentagreement;
(C) Failure by the provider to remedy any deficiency with respect to requiredPermitted Collateral;
(D) Failure by the provider to make a payment or observe any covenantunder the agreement;
(E) The guaranty (if any) is terminated, repudiated or challenged; or
(F) Any representation of warranty furnished to the Trustee or the issuer inconnection with the agreement is false or misleading.
(xii) The investment agreement must incorporate the following general criteria:
(A) “Cure periods” for payment default shall not exceed two (2) business days;
(B) The agreement shall provide that the provider shall remain liable for anydeficiency after application of the proceeds of the sale of any collateral, includingcosts and expenses incurred by the Trustee or Financial Guaranty;
(C) Neither the agreement or guaranty agreement, if applicable, may beassigned (except to a provider that would otherwise be acceptable under theseguidelines) or amended without the prior consent of Financial Guaranty;
Appendix APage 9
(D) If the investment agreement is for a debt service reserve find,reinvestments of funds shall be required to bear interest at a rate at least equal to theoriginal contract rate.
(E) The provider shall be required to immediately notify Financial Guarantyand the Trustee of any event of default or any suspension, withdrawal or downgradeof the provider’s ratings;
(F) The agreement shall be unconditional and shall expressly disclaim anyright of set-off or counterclaim;
(G) The agreement shall require the provider to submit informationreasonably requested by Financial Guaranty, including balance invested with theprovider, type and market value of collateral and other pertinent information.
“Plan Limitations” means the limitations contained or incorporated in the RedevelopmentPlans on (a) the aggregate principal amount of indebtedness payable from Housing Tax Revenuesderived under the Redevelopment Plans which may be outstanding at any time, (b) the aggregateamount of taxes which may be divided and allocated to the Agency pursuant to the RedevelopmentPlans, and (c) the period of time for establishing, incurring or repaying indebtedness payable fromHousing Tax Revenues derived under the Redevelopment Plans.
“Principal Account” means the account by that name established and held by the Trusteepursuant to the Indenture.
“Principal Corporate Trust Office” means such principal corporate trust office of the Trustee asmay be designated from time to time by written notice from the Trustee to the Agency, initially beingat 633 West Fifth Street, 24th Floor, Los Angeles, CA 90071, Attention: Corporate Trust Services,except that, with respect to presentation of Bonds for payment or for registration of transfer andexchange, such term shall mean the office or agency of the Trustee at which, at any particular time, itscorporate trust agency business shall be conducted.
“Qualified Reserve Account Credit Instrument” means an irrevocable standby or direct-pay letterof credit or surety bond issued by a commercial bank or insurance company and deposited with theTrustee pursuant to the Indenture, provided that all of the following requirements are met: (a) thelong-term credit rating or claims paying ability of such bank or insurance company is in one of thethree highest rating categories by S&P and Moody’s; (b) such letter of credit or surety bond has aterm of at least twelve (12) months; (c) such letter of credit or surety bond has a stated amount at leastequal to the portion of the Reserve Requirement with respect to which funds are proposed to bereleased pursuant to the Indenture; and (d) the Trustee is authorized pursuant to the terms of suchletter of credit or surety bond to draw thereunder an amount equal to any deficiencies which mayexist from time to time in the Interest Account, the Principal Account or the Sinking Account for thepurpose of making payments required pursuant to the Indenture.
“Rating Category” means any generic rating category of Moody’s or S&P, without regard toany refinement of such category by plus or minus sign or by numerical or other qualifyingdesignation.
“Record Date” means, with respect to any Interest Payment Date, the close of business on thefifteenth (15th) calendar day of the month preceding such Interest Payment Date, whether or not suchfifteenth (15th) calendar day is a Business Day.
“Redemption Account” means the account by that name established and held by the Trusteepursuant to the Indenture.
“Redevelopment Plans” means, collectively, (a) the Greenleaf Redevelopment Plan, (b) theWhittier Boulevard Redevelopment Plan, (c) the Earthquake Recovery Redevelopment Plan, and (d)the Commercial Corridor Redevelopment Plan.
Appendix APage 10
“Redevelopment Projects” means, collectively, (a) the Greenleaf Redevelopment Project, (b) theWhittier Boulevard Redevelopment Project, (c) the Earthquake Recovery Redevelopment Project, and(d) the Commercial Corridor Redevelopment Project.
“Registration Books” means the records maintained by the Trustee pursuant to the Indenturefor the registration and transfer of ownership of the Bonds.
“Report” means a document in writing signed by an Independent Financial Consultant or anIndependent Redevelopment Consultant and including: (a) a statement that the person or firm makingor giving such Report has read the pertinent provisions of the Indenture to which such Report relates;(b) a brief statement as to the nature and scope of the examination or investigation upon which theReport is based; and (c) a statement that, in the opinion of such person or firm, sufficient examinationor investigation was made as is necessary to enable said consultant to express an informed opinionwith respect to the subject matter referred to in the Report.
“Reserve Account” means the account by that name established and held by the Trusteepursuant to the Indenture.
“Reserve Requirement” means, with respect to the Bonds, as of any calculation date, whichshall be annually as of November 1, an amount, calculated by or on behalf of the Agency andcertified to the Trustee in writing, equal to Maximum Annual Debt Service on all Outstanding Bonds.The Reserve Requirement as of the Closing Date is $1,212,808.
“Responsible Officer” means any Vice President, Assistant Vice President or Trust Officer of theTrustee with responsibility for matters related to the Indenture.
“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies,Inc., New York, New York, or its successors.
“Securities Depositories” means The Depository Trust Company, 55 Water Street, 50th Floor,New York, NY 10041-0099, Attention: Call Notification Department, Fax (212) 855-7232; and, inaccordance with then current guidelines of the Securities and Exchange Agency, such other addressesand/or such other securities depositories as the Agency may designate in a Written Certificate of theAgency delivered to the Trustee.
“Sinking Account” means the account by that name established and held by the Trusteepursuant to the Indenture.
“Special Fund” means the fund by that name established and held by the Agency pursuant tothe Indenture.
“State” means the State of California.
“Subordinate Debt” means any loans, advances or indebtedness issued or incurred by theAgency pursuant to the Indenture, which are either: (a) by its terms payable from, but not secured bya pledge of or lien upon, the Housing Tax Revenues; or (b) secured by a pledge of or lien upon theHousing Tax Revenues which is expressly subordinate to the pledge of and lien upon the HousingTax Revenues under the Indenture for the security of the Bonds.
“Supplemental Indenture” means any resolution, agreement or other instrument which hasbeen duly adopted or entered into by the Agency, but only if and to the extent that suchSupplemental Indenture is specifically authorized under the Indenture.
“Term Bonds” means the Bonds maturing on November 1, 2017, and November 1, 2038.
“Trustee” means U.S. Bank National Association, as trustee under the Indenture, or anysuccessor thereto appointed as trustee under, and in accordance with the provisions of, the Indenture.
Appendix APage 11
“Whittier Boulevard Redevelopment Plan” means the Redevelopment Plan for the WhittierBoulevard Redevelopment Project, approved by Ordinance No. 2178 enacted by the City Council ofthe City on November 28, 1978, as amended by Ordinance No. 2563 enacted by the City Council ofthe City on February 11, 1992, as amended by Ordinance No. 2641, enacted by the City Council of theCity on December 20, 1994 (to conform to AB 1290), as amended by Ordinance No. 2845, enacted bythe City Council of the City on August 24, 2004 (pursuant to SB 211 and SB 1045), and as amended byOrdinance No. 2875, enacted by the City Council of the City on June 27, 2006 (to extend the Plan’stime frame for eminent domain), together with any amendments thereof at any time duly authorizedpursuant to the Redevelopment Law.
“Whittier Boulevard Redevelopment Project” means the Whittier Boulevard RedevelopmentProject, as described in the Whittier Boulevard Redevelopment Plan.
“Written Request of the Agency” or “Written Certificate of the Agency” means a request orcertificate, in writing signed by the Chairman, the Executive Director and the Treasurer or theSecretary of the Agency or by any other officer of the Agency duly authorized by the Agency for thatpurpose.
Low and Moderate Income Housing Fund
Amounts on deposit in the Low and Moderate Income Housing Fund shall be used solely inthe manner provided by the Redevelopment Law and the Redevelopment Plan to provide financingfor low and moderate income housing purposes within the geographic boundaries of the City.Amounts on deposit in the Low and Moderate Income Housing Fund shall be used solely in themanner provided by the Redevelopment Law and the Redevelopment Plan to provide financing forlow and moderate income housing purposes within the geographic boundaries of the City. Themoneys in the Low and Moderate Income Housing Fund shall be used and withdrawn by the Trusteefrom time upon submission of a Written Request of the Agency stating the person to whom paymentis to be made, the amount to be paid, the purpose for which the obligation was incurred and thatsuch payment is a proper charge against said fund. Each such Written Request of the Agency shall besufficient evidence to the Trustee of the facts stated therein and the Trustee shall have no duty toconfirm the accuracy of such facts. Upon completion of the project for which proceeds of the Bondswere deposited in the Low and Moderate Income Housing Fund, any remaining amounts in the Lowand Moderate Income Housing Fund shall be transferred by the Trustee to the Interest Account andapplied as a credit against the debt service requirements of the Bonds. Upon completion of the projectfor which proceeds of the Bonds were deposited in the Low and Moderate Income Housing Fund,any remaining amounts in the Low and Moderate Income Housing Fund shall be transferred by theTrustee to the Interest Account and applied as a credit against the debt service requirements of theBonds.
Costs of Issuance Fund
There is established a separate fund to be known as the “Costs of Issuance Fund,” which shallbe held by the Trustee in trust. The moneys in the Costs of Issuance Fund shall be used andwithdrawn by the Trustee from time to time to pay the Costs of Issuance upon submission of aWritten Request of the Agency stating the person to whom payment is to be made, the amount to bepaid, the purpose for which the obligation was incurred and that such payment is a proper chargeagainst said fund. Each such Written Request of the Agency shall be sufficient evidence to the Trusteeof the facts stated therein and the Trustee shall have no duty to confirm the accuracy of such facts. Onthe date six months following the Closing Date, or upon the earlier Written Request of the Agencystating that all known Costs of Issuance have been paid, all amounts, if any, remaining in the Costs ofIssuance Fund shall be withdrawn therefrom by the Trustee and transferred to the Low and ModerateIncome Housing Fund.
Appendix APage 12
Issuance of Parity Debt
In addition to the Bonds, the Agency may, by Supplemental Indenture or other document,issue or incur Parity Debt payable from Housing Tax Revenues on a parity with the Bonds to financelow and moderate income housing projects within the geographic boundaries of the City in suchprincipal amount as shall be determined by the Agency. The Agency may issue and deliver any suchother Parity Debt subject to the following specific conditions precedent to the issuance and deliveryof such Parity Debt issued under the Indenture provided that, to the extent such SupplementalIndenture or other document conflicts with the requirements of the Indenture, the more restrictiveprovision shall prevail:
(a) The Agency shall be in compliance with all covenants set forth in the Indenture and allSupplemental Indentures.
(b) Housing Tax Revenues for the then current Fiscal Year, based on the most recent assessedvaluation of property in the Redevelopment Projects as evidenced in written documentation from anappropriate official of the County, plus, at the option of the Agency, the Additional Revenues, shallbe at least equal to one hundred twenty-five percent (125%) of Maximum Annual Debt Service on allBonds and Parity Debt which will be Outstanding following the issuance of such Parity Debt.
(c) The Supplemental Indenture providing for the issuance of such Parity Debt shall providethat:
(i) Interest on said Parity Debt shall be payable on May 1 and November 1 in eachyear of the term of such Parity Debt except the first twelve month period, during whichinterest may be payable on any May 1 or November 1; and
(ii) The principal of such Parity Debt shall be payable on November 1 in any year inwhich principal is payable.
(iii) The Supplemental Indenture providing for the issuance of such Parity Debt mayprovide for the establishment of separate funds and accounts;
(d) The aggregate amount of the principal and sinking fund installments of and interest on allOutstanding Bonds, Parity Debt and Subordinate Debt coming due and payable following theissuance of such Parity Debt shall not exceed the maximum amount of Housing Tax Revenuespermitted under the Plan Limitations;
(e) The aggregate amount of the all Bonds, Parity Debt and Subordinate Debt to beoutstanding following the issuance of such Parity Debt shall not exceed the maximum amount ofobligations permitted under the Plan Limitations to be outstanding at any time;
(f) The Agency shall receive an opinion of Bond Counsel stating (i) that the SupplementalIndenture relating to the Parity Debt is valid and enforceable in accordance with its terms (ii) thatsuch Supplemental Indenture creates a valid pledge of that which it purports to pledge, and (iii) thatthe total principal amount of Parity Debt to be issued or incurred and then Outstanding will notexceed any limit imposed by law; and
(g) The Agency shall deliver to the Trustee a Written Certificate of the Agency certifying thatthe conditions precedent to the issuance of such Parity Debt set forth in paragraphs (a), (b), (c), (d), (e),(f) and (g) above.
For purposes of calculating Housing Tax Revenues in applying the parity test, such HousingTax Revenues shall be calculated on the basis of a tax rate of $1.00 per $100 of assessed value.
If such Parity Debt is payable at a variable interest rate, interest should be calculated assumingthe maximum rate allowable therefor.
Appendix APage 13
Issuance of Subordinate Debt
In addition to the Bonds, the Agency may issue or incur Subordinate Debt in such principalamount as shall be determined by the Agency. The Agency may issue or incur such Subordinate Debtsubject to the following specific conditions precedent:
(a) The Housing Tax Revenues for the then current Fiscal Year, based on the most recentassessed valuation of property in the Redevelopment Projects as evidenced in written documentationfrom an appropriate official of the County, after deducting all amounts required for the payment ofthe Bonds and any Parity Debt, shall be at least equal to one hundred percent (100%) of MaximumAnnual Debt Service on all Subordinate Debt which will be outstanding following the issuance ofsuch Subordinate Debt;
(b) If, and to the extent, such Subordinate Debt is payable from Housing Tax Revenues withinthe Plan Limitations, then principal and sinking fund installments of and interest on all OutstandingBonds, Parity Debt and Subordinate Debt coming due and payable following the issuance orincurrence of such Subordinate Debt shall not exceed the maximum amount of Housing TaxRevenues permitted within the Plan Limitations; and
(c) The aggregate amount of the all Bonds, Parity Debt and Subordinate Debt to beoutstanding following the issuance of such Subordinate Debt shall not exceed the maximum amountof obligations permitted under the Plan Limitations to be outstanding at any time.
Security of Bonds; Equal Security
The Bonds shall be equally secured by a pledge of, security interest in and a first andexclusive lien on all of the Housing Tax Revenues, and a first and exclusive pledge of, securityinterest in and lien upon all of the moneys in the Low and Moderate Income Housing Fund, theSpecial Fund, the Debt Service Fund, the Interest Account, the Principal Account, the SinkingAccount, the Reserve Account and the Redemption Account, without preference or priority forseries, issue, number, dated date, sale date, date of execution or date of delivery. Except for theHousing Tax Revenues and such other moneys, no funds or properties of the Agency shall bepledged to, or otherwise liable for, the payment of principal of or interest or redemption premium (ifany) on the Bonds.
In consideration of the acceptance of the Bonds by those who shall hold the same from timeto time, the Indenture shall be deemed to be and shall constitute a contract between the Agency andthe Owners from time to time of the Bonds, and the covenants and agreements set forth in theIndenture to be performed on behalf of the Agency shall be for the equal and proportionate benefit,security and protection of all Owners of the Bonds without preference, priority or distinction as tosecurity or otherwise of any of the Bonds over any of the others by reason of the number or datethereof or the time of sale, execution and delivery thereof, or otherwise for any cause whatsoever,except as expressly provided therein.
Special Fund; Deposit of Housing Tax Revenues
There is established a special fund to be known as the “Special Fund,” which shall be held bythe Agency. The Agency shall transfer all of the Housing Tax Revenues received in any Bond Year tothe Special Fund promptly upon receipt thereof by the Agency, until such time during such BondYear as the amounts on deposit in the Special Fund equal the aggregate amounts required to betransferred to the Trustee for deposit into the Interest Account, the Principal Account, the SinkingAccount, the Reserve Account and the Redemption Account in such Bond Year.
All Housing Tax Revenues received by the Agency during any Bond Year in excess of theamount required to be deposited in the Special Fund during such Bond Year, including delinquentamounts if any, shall be released from the pledge and lien under the Indenture for the security of theBonds and may be applied by the Agency for any lawful purposes of the Agency, including but notlimited to the payment of Subordinate Debt, or the payment of any amounts due and owing to the
Appendix APage 14
United States of America. Prior to the payment in full of the principal of and interest and redemptionpremium (if any) on the Bonds and the payment in full of all other amounts payable under theIndenture and under any Supplemental Indentures, the Agency shall not have any beneficial right orinterest in the moneys on deposit in the Special Fund, except as may be provided in the Indentureand in any Supplemental Indenture.
Amounts in the Special Fund shall be invested by the Agency only in Permitted Investments.
Deposit of Amounts by Trustee
There is established a trust fund to be known as the Debt Service Fund, which shall be heldby the Trustee under the Indenture in trust. Moneys in the Special Fund shall be transferred by theAgency to the Trustee in the following amounts, at the following times, and deposited by the Trusteein the following respective special accounts, which are established in the Debt Service Fund, and inthe following order of priority:
Interest Account. On or before the fifth Business Day preceding each Interest Payment Date,the Agency shall withdraw from the Special Fund and transfer to the Trustee, for deposit in theInterest Account an amount which when added to the amount contained in the Interest Account onthat date, will be equal to the aggregate amount of the interest becoming due and payable on theOutstanding Bonds on such Interest Payment Date. No such transfer and deposit need be made to theInterest Account if the amount contained therein is at least equal to the interest to become due on thenext succeeding Interest Payment Date upon all of the Outstanding Bonds. All moneys in the InterestAccount shall be used and withdrawn by the Trustee solely for the purpose of paying the interest onthe Bonds as it shall become due and payable (including accrued interest on any Bonds redeemedprior to maturity pursuant to the Indenture).
Principal Account. On or before the fifth Business Day preceding each principal payment datein each year beginning November 1, 2007, the Agency shall withdraw from the Special Fund andtransfer to the Trustee for deposit in the Principal Account an amount which, when added to theamount then contained in the Principal Account, will be equal to the principal becoming due andpayable on the Outstanding Bonds on the next November 1. No such transfer and deposit need bemade to the Principal Account if the amount contained therein is at least equal to the principalinstallment to become due on the next November 1 on all of the Outstanding Bonds. All moneys inthe Principal Account shall be used and withdrawn by the Trustee solely for the purpose of payingthe principal of the Bonds as it shall become due and payable.
Sinking Account. On or before the fifth Business Day preceding each Sinking Accountpayment date in each year, the Agency shall withdraw from the Special Fund and transfer to theTrustee for deposit in the Sinking Account an amount which, when added to the amount thencontained in the Sinking Account, will be equal to the Sinking Account installment becoming dueand payable on the Outstanding Bonds on the next November 1. No such transfer and deposit needbe made to the Sinking Account if the amount contained therein is at least equal to the SinkingAccount installment to become due on the next November 1 on all of the Outstanding Bonds. Allmoneys in the Sinking Account shall be used and withdrawn by the Trustee solely for the purpose ofpaying the aggregate principal amount of the Term Bonds required to be redeemed on suchNovember 1.
Reserve Account. In the event that the Trustee has actual knowledge that the amount ondeposit in the Reserve Account at any time is less than the Reserve Requirement, the Trustee shallpromptly notify the Agency of such fact. Promptly upon receipt of any such notice, the Agency shalltransfer to the Trustee, Housing Tax Revenues sufficient to maintain the Reserve Requirement ondeposit in the Reserve Account. If there shall then not be sufficient Housing Tax Revenues to transferan amount sufficient to maintain the Reserve Requirement on deposit in the Reserve Account, theAgency shall be obligated to continue making transfers as Housing Tax Revenues become availablein the Special Fund until there is an amount sufficient to maintain the Reserve Requirement on depositin the Reserve Account. No such transfer and deposit need be made to the Reserve Account so longas there shall be on deposit therein a sum at least equal to the Reserve Requirement. Amounts in the
Appendix APage 15
Reserve Account shall be used and withdrawn by the Trustee solely for the purpose of makingtransfers to the Interest Account, the Principal Account and the Sinking Account in such order ofpriority, in the event of any deficiency at any time in any of such accounts or for the retirement of allthe Bonds then Outstanding, except that so long as the Agency is not in default under the Indenture,any amount in the Reserve Account in excess of the Reserve Requirement (as determined by theTrustee based upon a valuation of investments held in such account performed in accordance withthe Indenture shall be withdrawn from the Reserve Account semiannually on or before the BusinessDay preceding each May 1 and November 1 by the Trustee and deposited in the Interest Account. Ifa valuation discloses that amounts in the Reserve Account are less than the Reserve Requirement,which valuation must occur not less than semi-annually, the Agency shall immediately cause the curethereof from any available moneys. All amounts in the Reserve Account on the Business Daypreceding the final Interest Payment Date shall be withdrawn from the Reserve Account and shall betransferred either (i) to the Interest Account and the Principal Account, in such order, to the extentrequired to make the deposits then required to be made pursuant to the Indenture or, (ii) if theAgency shall have caused to be transferred to the Trustee an amount sufficient to make the depositsrequired by the Indenture, then, at the Written Request of the Agency, to the Agency for deposit bythe Agency into the Special Fund. The Trustee may conclusively presume that there has been nochange in the Reserve Requirement unless notified in writing by the Agency.
The Agency shall have the right at any time to release any funds from the Reserve Account,in whole or in part, by tendering to the Trustee a Qualified Reserve Account Credit Instrument. Upontender of such items to the Trustee, and upon delivery by the Agency to the Trustee of writtencalculation of the amount permitted to be released from the Reserve Account (upon which calculationthe Trustee may conclusively rely), the Trustee shall transfer such funds from the Reserve Account tothe Agency free and clear of the lien of the Indenture. The Trustee shall comply with alldocumentation relating to a Qualified Reserve Account Credit Instrument as shall be required tomaintain such Qualified Reserve Account Credit Instrument in full force and effect and as shall berequired to receive payments thereunder in the event and to the extent required to make any paymentwhen and as required under the Indenture.
At least fifteen (15) days prior to the expiration of any Qualified Reserve Account CreditInstrument, the Agency shall be obligated either (i) to replace such Qualified Reserve Account CreditInstrument with a new Qualified Reserve Account Credit Instrument, or (ii) to deposit or cause to bedeposited with the Trustee an amount of funds such that the amount on deposit in the ReserveAccount is equal to the Reserve Requirement (without taking into account such expiring QualifiedReserve Fund Credit Instrument). In the event that the Agency shall fail to take action as specified inclause (i) or (ii) of the preceding sentence, the Trustee shall, prior to the expiration thereof, draw uponthe Qualified Reserve Account Credit Instrument in full and deposit the proceeds of such draw in theReserve Account.
In the event that the Reserve Requirement shall at any time be maintained in the ReserveAccount in the form of a combination of cash and a Qualified Reserve Account Credit Instrument, theTrustee shall apply the amount of such cash to make any payment required to be made from theReserve Account before the Trustee shall draw any moneys under such Qualified Reserve AccountCredit Instrument for such purpose. In the event that the Trustee shall at any time draw funds under aQualified Reserve Account Credit Instrument to make any payment then required to be made fromthe Reserve Account, the Housing Tax Revenues thereafter received by the Trustee, to the extentremaining after making the other deposits (if any) then required to be made pursuant to the Indentureshall be used to reinstate the Qualified Reserve Account Credit Instrument.
Redemption Account. On or before the fifth Business Day preceding any date on which Bondsare to be redeemed, the Agency shall withdraw from the Special Fund and transfer to the Trustee fordeposit in the Redemption Account an amount required to pay the principal of and premium, if any,on the Bonds to be redeemed on such date, taking into account any funds then on deposit in theRedemption Account. The Trustee shall also deposit in the Redemption Account any other amountsreceived by it from the Agency designated by the Agency in writing to be deposited in theRedemption Account. All moneys in the Redemption Account shall be used and withdrawn by the
Appendix APage 16
Trustee solely for the purpose of paying the principal of and premium, if any, on the Bonds to beredeemed on the respective dates set for such redemption.
Certain Covenants
Punctual Payment. The Agency shall punctually pay or cause to be paid the principal andinterest to become due in respect of all the Bonds together with the premium thereon, if any, in strictconformity with the terms of the Bonds and of the Indenture. The Agency shall faithfully observe andperform all of the conditions, covenants and requirements of the Indenture and all SupplementalIndentures and the Bonds. Nothing contained in the Indenture shall prevent the Agency from makingadvances of its own moneys howsoever derived to any of the uses or purposes referred to therein.
Limitation on Additional Indebtedness; Against Encumbrances. The Agency covenants that, solong as the Bonds are Outstanding, the Agency shall not issue any bonds, notes or other obligations,enter into any agreement or otherwise incur any indebtedness, for which all or any part of theHousing Tax Revenues are pledged as security for payment, excepting only the Bonds, any ParityDebt and any Subordinate Debt. The Agency will not otherwise encumber, pledge or place anycharge or lien upon any of the Housing Tax Revenues or other amounts pledged to the Bondssuperior to the pledge and lien created in the Indenture for the benefit of the Bonds. Other thanamounts payable by the Agency under sections 33607.5 or 33607.7 of the Law for payments to affectedtaxing entities, the Agency is not obligated under any tax-sharing agreements that would affect theamount of Housing Tax Revenues available to pay the Bonds.
Extension of Payment. The Agency will not, directly or indirectly, extend or consent to theextension of the time for the payment of any Bond or claim for interest on any of the Bonds and willnot, directly or indirectly, be a party to or approve any such arrangement by purchasing or fundingthe Bonds or claims for interest in any other manner. In case the maturity of any such Bond or claimfor interest shall be extended or funded, whether or not with the consent of the Agency, such Bond orclaim for interest so extended or funded shall not be entitled, in case of default under the Indenture, tothe benefits of the Indenture, except subject to the prior payment in full of the principal of all of theBonds then Outstanding and of all claims for interest which shall not have been so extended orfunded.
Payment of Claims. The Agency shall promptly pay and discharge, or cause to be paid anddischarged, any and all lawful claims for labor, materials or supplies which, if unpaid, might becomea lien or charge upon the properties owned by the Agency or upon the Housing Tax Revenues orother amounts pledged to the payment of the Bonds, or any part thereof, or upon any funds in thehands of the Trustee, or which might impair the security of the Bonds. Nothing contained in theIndenture shall require the Agency to make any such payment so long as the Agency in good faithshall contest the validity of said claims.
Books and Accounts; Financial Statements. The Agency shall keep, or cause to be kept, properbooks of record and accounts, separate from all other records and accounts of the Agency and theCounty, in which complete and correct entries shall be made of all transactions relating to theRedevelopment Projects, the Housing Tax Revenues the Special Fund and the Low and ModerateIncome Housing Fund. Such books of record and accounts shall at all times during business hours besubject to the inspection of the Owners of not less than ten percent (10%) in aggregate principalamount of the Bonds then Outstanding, or their representatives authorized in writing.
The Agency will cause to be prepared, within one hundred and eighty (180) days after theclose of each Fiscal Year so long as the Bonds and any Parity Debt are Outstanding, complete auditedfinancial statements with respect to such Fiscal Year showing the Housing Tax Revenues, alldisbursements of Housing Tax Revenues and the financial condition of the Redevelopment Projects,including the balances in all funds and accounts relating to the Redevelopment Projects, as of the endof such Fiscal Year. The Agency shall furnish a copy of such financial statements to any Owner uponreasonable request and at the expense of such Owner.
Appendix APage 17
Payments of Taxes and Other Charges. Except as otherwise provided in the Indenture, theAgency will pay and discharge, or cause to be paid and discharged, all taxes, service charges,assessments and other governmental charges which may hereafter be lawfully imposed upon theAgency or the properties then owned by the Agency in the Redevelopment Projects, or upon therevenues therefrom when the same shall become due. Nothing contained in the Indenture shallrequire the Agency to make any such payment so long as the Agency in good faith shall contest thevalidity of said taxes, assessments or charges. The Agency will duly observe and conform with allvalid requirements of any governmental authority relative to the Redevelopment Projects or any partthereof.
Taxation of Leased Property. All amounts derived by the Agency pursuant to section 33673 ofthe Law with respect to the lease of property for redevelopment shall be treated in the same manneras amounts derived pursuant to section 33670(b) of the Law for purposes of determining Housing TaxRevenues under the Indenture.
Disposition of Property. The Agency will not participate in the disposition of any land or realproperty in the Redevelopment Projects to anyone which will result in such property becomingexempt from taxation because of public ownership or use or otherwise (except property dedicated forpublic right-of-way and except property planned for public ownership or use by the RedevelopmentPlans in effect on the date of the Indenture) so that such disposition shall, when taken together withother such dispositions, aggregate more than ten percent (10%) of the land area in, or total assessedvaluation of, the Redevelopment Projects unless such disposition is permitted as provided in theIndenture. If the Agency proposes to participate in such a disposition, it shall thereupon appoint anIndependent Redevelopment Consultant to report on the effect of said proposed disposition. If theReport of the Independent Redevelopment Consultant concludes that the Housing Tax Revenuesfollowing such disposition will be at least equal to one hundred fifty percent (150%) of MaximumAnnual Debt Service on the Bonds and on any Parity Debt, the Agency may thereafter make suchdisposition. If said Report concludes that, following said proposed disposition, the Housing TaxRevenues will not be at least equal to one hundred fifty percent (150%) of Maximum Annual DebtService on the Bonds and on any Parity Debt, the Agency shall not participate in said proposeddisposition.
Maintenance of Housing Tax Revenues. The Agency shall comply with all requirements of theRedevelopment Law to insure the allocation and payment to it of the Housing Tax Revenues,including without limitation the timely filing of any necessary statements of indebtedness withappropriate officials of the County and (in the case of supplemental revenues and other amountspayable by the State) appropriate officials of the State. The Agency shall not amend theRedevelopment Plans or enter into any agreement with the County or any other governmental orprivate entity, which would have the effect of reducing the amount of Housing Tax Revenuesotherwise available to the Agency for payment of the Bonds and on any Parity Debt, unless theAgency shall first obtain the Report of an Independent Redevelopment Consultant stating that theHousing Tax Revenues for the then current Fiscal Year and each Fiscal Year thereafter in which theBonds are Outstanding (calculated on the assumption that such reduction of Housing Tax Revenueswas in effect throughout such period), plus, at the option of the Agency, the Additional Revenues,shall be at least equal to one hundred fifty percent (150%) of Maximum Annual Debt Service on theBonds and all Parity Debt.
Compliance with the Law. The Agency shall ensure that all activities undertaken by the Agencywith respect to the redevelopment of the Redevelopment Projects are undertaken and accomplishedin conformity with the Plan Limitations and all applicable requirements of the Redevelopment Plansand the Redevelopment Law, including, without limitation, duly noticing and holding any publichearing required by either section 33445 or section 33679 of the Redevelopment Law prior toapplication of proceeds of the Bonds to any portion of the Redevelopment Projects. Without limitingthe generality of the foregoing, the Agency covenants that it shall deposit or cause to be deposited inthe Low and Moderate Income Housing Fund, all amounts when, as and if required to be depositedtherein pursuant to the Redevelopment Law.
Appendix APage 18
Continuing Disclosure. The Agency covenants and agrees that it will comply with and carryout all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any otherprovision of the Indenture, failure of the Agency to comply with the Continuing DisclosureCertificate shall not be an Event of Default under the Indenture. However, any ParticipatingUnderwriter or any holder or beneficial owner of the Bonds may take such actions as may benecessary and appropriate, including seeking specific performance by court order, to cause theAgency to comply with its continuing disclosure obligations.
Annual Review of Housing Tax Revenues; Compliance with Plan Limitations. The Agency shallannually cause to be prepared a report which sets forth the estimated annual and cumulative totalamount of Housing Tax Revenues remaining available to be received by the Agency under the PlanLimitations (the “Remaining Limit Amount”), the estimated Current Year Obligations (as definedbelow), and the estimated Future Obligations (as defined below). If the Remaining Limit Amount isequal to or less than 110% of the Future Obligations, the Agency shall cause to be deposited in aTrustee-held escrow account (the “Defeasance Escrow Account”), for investment in DefeasanceObligations, that portion of Housing Tax Revenues, if any, allocated to the Agency in excess of theCurrent Year Obligations to the extent necessary, taking into account (i) the Remaining LimitAmount, (ii) all Future Obligations and (iii) the amounts already existing in the Defeasance EscrowAccount, to enable repayment when due of all Future Obligations within the Remaining LimitAmount. Amounts in the Defeasance Escrow Account, including interest earned thereon, shall onlybe used to prepay Bonds or pay debt service on the Bonds.
“Current Year Obligations” means the amounts necessary to pay the debt service and otheramounts due in the applicable Fiscal Year for which the annual report is then being prepared withrespect to the Bonds, Parity Debt and Subordinate Debt. “Future Obligations” means the estimatedamounts necessary to pay the debt service and other amounts due in all succeeding Fiscal Years withrespect to the Bonds, Parity Debt and Subordinate Debt; provided that in estimating the portion of theFuture Obligations related to the Bonds and any Parity Debt, the amount of remaining debt serviceshall take into account the early prepayment or defeasance of the Bonds and Parity Debt, estimated tooccur using amounts deposited or to be deposited in the Defeasance Escrow Account.
Deposit and Investment of Moneys in Funds
Moneys in the Debt Service Fund, the Interest Account, the Principal Account, the SinkingAccount, the Reserve Account, the Redemption Account, the Costs of Issuance Fund and the Lowand Moderate Income Housing Fund shall be invested by the Trustee in Permitted Investments asdirected by the Agency in the Written Request of the Agency filed with the Trustee at least two (2)Business Days in advance of the making of such investments. In the absence of any such WrittenRequest of the Agency, the Trustee shall invest any such moneys in Permitted Investments describedin clause (h) of the definition thereof, which by their terms mature prior to the date on which suchmoneys are required to be paid out hereunder. Investments purchased with moneys deposited in theReserve Account shall have an average aggregate weighted term to maturity not greater than fiveyears; provided, however, that qualifying investment agreements permitting draws at any time need notbe restricted to a maturity of five years or less. The Trustee shall be entitled to rely conclusively uponthe written instructions of the Agency directing investments in Permitted Investments as to the factthat each such investment is permitted by the laws of the State, and shall not be required to makefurther investigation with respect thereto. With respect to any restrictions set forth in the above listwhich embody legal conclusions (e.g., the existence, validity and perfection of security interests incollateral), the Trustee shall be entitled to rely conclusively on an opinion of counsel or upon arepresentation of the provider of such Permitted Investment obtained at the Agency’s expense.Moneys in the Special Fund may be invested by the Agency in any obligations in which the Agencyis legally authorized to invest its funds. Obligations purchased as an investment of moneys in anyfund shall be deemed to be part of such fund or account. All interest or gain derived from theinvestment of amounts in any of the funds or accounts held by the Trustee hereunder shall bedeposited in the Interest Account; provided, however, that all interest or gain from the investment ofamounts in the Reserve Account shall be deposited by the Trustee in the Interest Account, to theextent not required to cause the balance in the Reserve Account to equal the Reserve Requirement.The Trustee or an affiliate may act as principal or agent in the acquisition or disposition of any
Appendix APage 19
investment and may impose its customary charges therefor. The Trustee shall incur no liability forlosses arising from any investments made at the direction of the Agency or otherwise made pursuantto the Indenture.
Such investments shall be valued by the Trustee as frequently as deemed necessary byFinancial Guaranty, but not less often than quarterly, at the market value thereof, exclusive of accruedinterest. Deficiencies in the amount on deposit in any fund or account resulting from a decline inmarket value shall be restored no later than the succeeding valuation date. Investments purchasedwith moneys deposited in the Reserve Account shall have an average aggregate weighted term tomaturity not greater than five years; provided, however, that qualifying investment agreementspermitting draws at any time need not be restricted to a maturity of five years or less.
All moneys held by the Trustee shall be held in trust, but need not be segregated from otherfunds unless specifically required by the Indenture. Except as specifically provided in the Indenture,the Trustee shall not be liable to pay interest on any moneys received by it, but shall be liable only toaccount to the Agency for earnings derived from funds that have been invested.
The Trustee or any of its affiliates may act as principal, agent, sponsor, advisor or manager inconnection with any investments made by the Trustee hereunder.
Amendment
The Indenture and the rights and obligations of the Agency and of the Owners may bemodified or amended at any time by a Supplemental Indenture which shall become binding uponadoption, without the consent of any Owners, to the extent permitted by law and only for any one ormore of the following purposes:
(a) to add to the covenants and agreements of the Agency in the Indenture contained, othercovenants and agreements thereafter to be observed, or to limit or surrender any rights or powers inthe Indenture reserved to or conferred upon the Agency; or
(b) to make such provisions for the purpose of curing any ambiguity, or of curing, correctingor supplementing any defective provision contained in the Indenture, or in any other respectwhatsoever as the Agency may deem necessary or desirable, provided under any circumstances thatsuch modifications or amendments shall not, in the reasonable determination of the Agency,materially adversely affect the interests of the Owners; or
(c) to provide for the issuance of Parity Debt in accordance with the Indenture.
Except as set forth in the preceding paragraph, the Indenture and the rights and obligations ofthe Agency and of the Owners may be modified or amended at any time by a SupplementalIndenture which shall become binding when the written consent of the Owners of a majority inaggregate principal amount of the Bonds then Outstanding are filed with the Trustee. No suchmodification or amendment shall (a) extend the maturity of or reduce the interest rate on any Bond orotherwise alter or impair the obligation of the Agency to pay the principal, interest or redemptionpremiums (if any) at the time and place and at the rate and in the currency provided therein of anyBond without the express written consent of the Owner of such Bond, or (b) reduce the percentage ofBonds required for the written consent to any such amendment or modification. In no event shall anySupplemental Indenture modify any of the rights or obligations of the Trustee without its priorwritten consent. In addition, the Trustee shall be entitled to an opinion of counsel concerning theSupplemental Indenture’s lack of any material adverse effect on the Owners and that all conditionsprecedent for any supplement or amendment has been satisfied.
Effect of Supplemental Indenture
From and after the time any Supplemental Indenture becomes effective, the Indenture shall bedeemed to be modified and amended in accordance therewith, the respective rights, duties andobligations of the parties thereto and all Owners, as the case may be, shall thereafter be determined,
Appendix APage 20
exercised and enforced under the Indenture subject in all respects to such modification andamendment, and all the terms and conditions of any Supplemental Indenture shall be deemed to bepart of the terms and conditions of the Indenture for any and all purposes.
Events of Default and Acceleration of Maturities
The following events shall constitute Events of Default under the Indenture:
(a) if default shall be made by the Agency in the due and punctual payment of the principal orsinking fund payment of or interest or redemption premium (if any) on any Bond when and as thesame shall become due and payable, whether at maturity as therein expressed, by declaration orotherwise;
(b) if default shall be made by the Agency in the observance of any of the covenants,agreements or conditions on its part in the Indenture or in the Bonds contained, other than a defaultdescribed in the preceding clause (a), and such default shall have continued for a period of sixty (60)days following receipt by the Agency of written notice from the Trustee or any Owner of theoccurrence of such default provided that if in the reasonable opinion of the Agency the failure statedin the notice can be corrected, but not within such 60 day period, such failure will not constitute anevent of default if corrective action is instituted by the Agency within such 60 day period and theAgency thereafter diligently and in good faith cures such failure within 120 days; or
(c) if the Agency files a petition seeking reorganization or arrangement under the federalbankruptcy laws or any other applicable law of the United States of America, or if a court ofcompetent jurisdiction will approve a petition seeking reorganization under the federal bankruptcylaws or any other applicable law of the United States of America, or, if under the provisions of anyother law for the relief or aid of debtors, any court of competent jurisdiction will approve a petition,seeking reorganization under the federal bankruptcy laws or any other applicable law of the UnitedStates of America, or, if under the provisions of any other law for the relief or aid of debtors, anycourt of competent jurisdiction will assume custody or control of the Agency or of the whole or anysubstantial part of its property.
If an Event of Default has occurred and is continuing, the Trustee may, and, if requested inwriting by the Owners of a majority in aggregate principal amount of the Bonds then Outstanding theTrustee shall, (a) declare the principal of the Bonds, together with the accrued interest thereon, to bedue and payable immediately, and upon any such declaration the same shall become immediatelydue and payable, anything in the Indenture or in the Bonds to the contrary notwithstanding, (b)apply all or any portion of any moneys remaining in the Low and Moderate Income Housing Fundfor the purpose of paying the principal of and interest on the Bonds, and (c) the Trustee shall exerciseany other remedies available to the Trustee and the Bond Owners in law or at equity.
Promptly upon receiving written notice or actual knowledge (of a Responsible Officer) of theoccurrence of an Event of Default, the Trustee shall give notice of such Event of Default to theAgency by telephone confirmed in writing. With respect to any Event of Default described in clauses(a) or (c) above the Trustee shall, and with respect to any Event of Default described in clause (b)above the Trustee in its sole discretion may, also give such notice to the Owners by mail, which shallinclude the statement that interest on the Bonds shall cease to accrue from and after the date, if any,on which the Trustee shall have declared the Bonds to become due and payable pursuant to thepreceding paragraph (but only to the extent that principal and any accrued, but unpaid, interest onthe Bonds is actually paid on such date).
This provision, however, is subject to the condition that if, at any time after the principal ofthe Bonds shall have been so declared due and payable, and before any judgment or decree for thepayment of the moneys due shall have been obtained or entered, the Agency shall deposit with theTrustee a sum sufficient to pay all principal on the Bonds matured prior to such declaration and allmatured installments of interest (if any) upon all the Bonds, with interest on such overdue installmentsof principal and interest (to the extent permitted by law), and the reasonable expenses of the Trustee,(including the allocated costs and disbursements of its in-house counsel) to and any and all other
Appendix APage 21
defaults of which the Trustee has notice (other than in the payment of principal of and interest on theBonds due and payable solely by reason of such declaration) shall have been made good or cured tothe satisfaction of the Trustee or provision deemed by the Trustee to be adequate shall have beenmade therefor, then, and in every such case, with the prior written approval of the Owners of at leasta majority in aggregate principal amount of the Bonds then Outstanding, by written notice to theAgency and to the Trustee, may, on behalf of the Owners of all of the Bonds, rescind and annul suchdeclaration and its consequences. However, no such rescission and annulment shall extend to or shallaffect any subsequent default or shall impair or exhaust any right or power consequent thereon.
Application of Funds Upon Acceleration
All of the Housing Tax Revenues and all sums in the funds and accounts established and heldby the Trustee under the Indenture upon the date of the declaration of acceleration and all sumsthereafter received by the Trustee under the Indenture, shall be applied by the Trustee in thefollowing order upon presentation of the several Bonds, and the stamping thereon of the payment ifonly partially paid, or upon the surrender thereof if fully paid:
First, to the payment of the fees, costs and expenses of the Trustee in declaring such Event ofDefault and in exercising the rights and remedies set forth in the Indenture, and incurred in and aboutthe performance of its powers and duties under the Indenture, including reasonable compensation toits agents, attorneys (including the allocated costs and disbursements of its in-house counsel to theextent such services are not redundant with those provided by outside counsel) and counsel and anyoutstanding fees, expenses of the Trustee;
Second, to the payment of the whole amount then owing and unpaid upon the Bonds forprincipal and interest, with interest on the overdue principal and installments of interest at the neteffective rate then borne by the Outstanding Bonds (to the extent that such interest on overdueinstallments of principal and interest shall have been collected), and in case such moneys shall beinsufficient to pay in full the whole amount so owing and unpaid upon the Bonds, then to thepayment of such principal and interest without preference or priority of principal over interest, orinterest over principal, or of any installment of interest over any other installment of interest, ratablyto the aggregate of such principal and interest; and
Third, to the payment of any costs relating to the Municipal Bond Insurance Policy notincluded in the payments made pursuant to Second above.
Limitation on Owner’s Right to Sue
No Owner of any Bond issued under the Indenture shall have the right to institute any suit,action or proceeding at law or in equity, for any remedy under or upon the Indenture, unless (a) suchOwner shall have previously given to the Trustee written notice of the occurrence of an Event ofDefault; (b) the Owners of a majority in aggregate principal amount of all the Bonds then Outstandingshall have made Written Request upon the Trustee to exercise the powers hereinbefore granted or toinstitute such action, suit or proceeding in its own name; (c) said Owners shall have tendered to theTrustee indemnity reasonably acceptable to the Trustee against the costs, expenses and liabilities to beincurred in compliance with such request; and (d) the Trustee shall have refused or omitted to complywith such request for a period of sixty (60) days after such Written Request shall have been receivedby, and said tender of indemnity shall have been made to, the Trustee.
Such notification, request, tender of indemnity and refusal or omission are declared, in everycase, to be conditions precedent to the exercise by any Owner of any remedy under the Indenture; itbeing understood and intended that no one or more Owners shall have any right in any mannerwhatever by his or their action to enforce any right under the Indenture, except in the mannerprovided in the Indenture, and that all proceedings at law or in equity to enforce any provision of theIndenture shall be instituted, had and maintained in the manner provided in the Indenture and for theequal benefit of all Owners of the Outstanding Bonds.
Appendix APage 22
The right of any Owner of any Bond to receive payment of the principal of (and premium, ifany) and interest on such Bond as provided in the Indenture, shall not be impaired or affectedwithout the written consent of such Owner, notwithstanding the foregoing provisions or any otherprovision of the Indenture.
Parties Interested
Nothing in the Indenture expressed or implied is intended or shall be construed to conferupon, or to give to, any person or entity, other than the Agency, the Trustee, Financial Guaranty,their officers, employees and agents, and the Owners any right, remedy or claim under or by reasonof the Indenture, or any covenant, condition or stipulation of the Indenture, and all covenants,stipulations, promises and agreements in the Indenture shall be for the sole and exclusive benefit ofthe Agency, the Trustee, Financial Guaranty, their officers, employees and agents, and the Owners.
Notwithstanding any other provision of the Indenture, if the Trustee is required to determinewhether the rights of the Owners will be adversely affected by any action taken pursuant to the termsand provisions of the Indenture, the Trustee shall consider the effect on the Owners as if there was noMunicipal Bond Insurance Policy.
Financial Guaranty shall be deemed to be a third-party beneficiary of the Indenture. FinancialGuaranty shall be granted the same security interest as Owners with respect to the funds and accountsheld under the Indenture.
Rights of Financial Guaranty to direct or consent to Agency, Trustee or Owner actions underthe Indenture shall be suspended during any period in which Financial Guaranty is in default in itspayment obligations under the Municipal Bond Insurance Policy (except to the extent of amountspreviously paid by Financial Guaranty and due and owing to Financial Guaranty) and shall be of noforce or effect in the event the Municipal Bond Insurance Policy is no longer in effect or FinancialGuaranty asserts that the Municipal Bond Insurance Policy is not in effect or Financial Guaranty shallhave provided written notice that it waives such rights.
The rights granted to Financial Guaranty under the Indenture to request, consent to or directany action are rights granted to Financial Guaranty in consideration of its issuance of the MunicipalBond Insurance Policy. Any exercise by Financial Guaranty of such rights is merely an exercise ofFinancial Guaranty’s contractual rights and shall not be construed or deemed to be taken for thebenefit or on behalf of the Owners nor does such action evidence any position of Financial Guaranty,positive or negative, as to whether Owner consent is required in addition to consent of FinancialGuaranty.
Consent of Financial Guaranty
Any provision of the Indenture expressly recognizing or granting rights in or to FinancialGuaranty may not be amended in any manner which affects the rights of Financial Guaranty underthe Indenture without the prior written consent of Financial Guaranty.
Unless otherwise provided in the Indenture, Financial Guaranty’s consent shall be required inaddition to Owner consent, when required, for the following purposes: (i) execution and delivery ofany amendment, supplement or change to or modification of the Indenture, (ii) removal of theTrustee and selection and appointment of any successor trustee; and (iii) initiation or approval of anyaction not described in (i) or (ii) of this paragraph which requires Owner consent.
Anything in the Indenture to the contrary notwithstanding, Financial Guaranty shall bedeemed to be the sole holder of the Bonds insured by it for the purpose of exercising any voting rightor privilege or giving any consent or direction or taking any other action that the Owners insured byit are entitled to take pursuant to the Indenture.
Appendix APage 23
Provisions Relating to Financial Guaranty and the Municipal Bond Insurance Policy
Claim Procedures Under the Municipal Bond Insurance Policy.
(a) If, on the third day preceding any Interest Payment Date there is not on deposit with theTrustee sufficient moneys available to pay all principal of and interest on the Bonds due on such date,the Trustee shall immediately notify Financial Guaranty and U.S. Bank Trust National Association,New York, New York, or its successor, as its fiscal agent (the “Fiscal Agent”), of the amount of suchdeficiency. If, by said Interest Payment Date, the Agency has not provided the amount of suchdeficiency, the Trustee shall simultaneously make available to Financial Guaranty and to the FiscalAgent the registration books for the Bonds maintained by the Trustee. In addition:
(i) The Trustee shall provide Financial Guaranty with a list of the Bondholders entitledto receive principal or interest payments from Financial Guaranty under the terms of theMunicipal Bond Insurance Policy and shall make arrangements for Financial Guaranty andthe Fiscal Agent (A) to mail checks or drafts to Bondholders entitled to receive full or partialinterest payments from Financial Guaranty, and (B) to pay principal of the Bonds surrenderedto the Fiscal Agent by the Bondholders entitled to receive full or partial principal paymentsfrom Financial Guaranty; and
(ii) The Trustee shall, at the time it makes the registration books available to FinancialGuaranty pursuant to (i) above, notify Bondholders entitled to receive the payment ofprincipal of or interest on the Bonds from Financial Guaranty (A) as to the fact of suchentitlement, (B) that Financial Guaranty will remit to them all or part of the interest paymentscoming due subject to the terms of the Municipal Bond Insurance Policy, (C) that, except asprovided in paragraph (b) below, in the event that any Bondholder is entitled to receive fullpayment of principal from Financial Guaranty, such Bondholder must tender his Bond withthe instrument of transfer in the form provided on the Bond executed in the name of FinancialGuaranty, and (D) that, except as provided in paragraph (b) below, in the event that suchBondholder is entitled to receive partial payment of principal from Financial Guaranty, suchBondholder must tender his Bond for payment first to the Trustee, which shall note on suchBond the portion of principal paid by the Trustee, and then, with an acceptable form ofassignment executed in the name of Financial Guaranty, to the Fiscal Agent, which will thenpay the unpaid portion of principal to the Bondholder subject to the terms of the MunicipalBond Insurance Policy.
(b) In the event that the Trustee has notice that any payment of principal of or interest on aBond has been recovered from a Bondholder pursuant to the United States Bankruptcy Code by atrustee in bankruptcy in accordance with the final, nonappealable order of a court having competentjurisdiction, the Trustee shall, at the time it provides notice to Financial Guaranty, notify allBondholders that, in the event that any Bondholder’s payment is so recovered, such Bondholder willbe entitled to payment from Financial Guaranty to the extent of such recovery, and the Trustee shallfurnish to Financial Guaranty its records evidencing the payments of principal of and interest on theBonds which have been made by the Trustee and subsequently recovered from Bondholders, and thedates on which such payments were made.
(c) Financial Guaranty shall, to the extent it makes payment of principal of or interest on theBonds, become subrogated to the rights of the recipients of such payments in accordance with theterms of the Municipal Bond Insurance Policy and, to evidence such subrogation, (i) in the case ofsubrogation as to claims for past due interest, the Trustee shall note Financial Guaranty’s rights assubrogee on the registration books maintained by the Trustee upon receipt from Financial Guarantyof proof of the payment of interest thereon to the Bondholders of such Bonds and (ii) in the case ofsubrogation as to claims for past due principal, the Trustee shall note Financial Guaranty’s rights assubrogee on the registration books for the Bonds maintained by the Trustee upon receipt of proof ofthe payment of principal Indenture document or the Bonds to the contrary, the Trustee shall makepayment of such past due interest and past due principal directly to Financial Guaranty to the extentthat Financial Guaranty is a subrogee with respect thereto.
Appendix APage 24
Default-Related Provisions.
(a) The Trustee shall, to the extent there are no other available funds held under the Indenture,use the remaining funds in the Project Fund to pay principal of or interest on the Bonds in the eventof a payment default; provided, however, that this requirement may be waived in the discretion ofFinancial Guaranty.
(b) In determining whether a payment default has occurred or whether a payment on theBonds has been made under the Indenture, no effect shall be given to payments made under theMunicipal Bond Insurance Policy.
(c) Any acceleration of the Bonds or any annulment thereof shall be subject to the priorwritten consent of Financial Guaranty (if it has not failed to comply with its payment obligationsunder the Municipal Bond Insurance Policy).
(d) Financial Guaranty shall receive immediate notice of any payment default and notice ofany other default known to the Trustee within 30 days of the Trustee’s knowledge thereof.
(e) For all purposes of the Indenture provisions governing events of default and remedies,except the giving of notice of default to Owners, Financial Guaranty shall be deemed to be the soleholder of the Bonds it has insured for so long as it has not failed to comply with its paymentobligations under the Municipal Bond Insurance Policy.
(f) Any provision of the Indenture that permits the Trustee to waive any Event Of Default,shall be subject to the prior written consent of Financial Guaranty.
(g) Financial Guaranty shall be included as a party in interest and as a party entitled to (i)notify the Agency, the Trustee or any applicable receiver of the occurrence of an event of default and(ii) request the Trustee or receiver to intervene in judicial proceedings that affect the Bonds or thesecurity therefor. The Trustee or receiver shall be required to accept notice of default from FinancialGuaranty.
Amendments and Supplements. Any amendment or supplement to the Indenture shall besubject to the prior written consent of Financial Guaranty. Any rating agency rating the Bonds mustreceive notice of each amendment and a copy thereof at least 15 days in advance of its execution oradoption. Financial Guaranty shall be provided with a full transcript of all proceedings relating to theexecution of any such amendment or supplement.
Successor Trustees. Any successor Trustee or co-Trustee must have combined capital, surplusand undivided profits of at least $50 million, unless Financial Guaranty shall otherwise approve. Noresignation or removal of the Trustee shall become effective until a successor has been appointed andhas accepted the duties of Trustee. Financial Guaranty shall be furnished with written notice of theresignation or removal of the Trustee and the appointment of any successor thereto.
Defeasance Provisions. Only Defeasance Obligations shall be used to effect defeasance of theBonds unless Financial Guaranty otherwise approves. In the event of an advance refunding, theAgency shall cause to be delivered a verification report of an independent nationally recognizedcertified public accountant. If a forward supply contract is employed in connection with therefunding, (i) such verification report shall expressly state that the adequacy of the escrow toaccomplish the refunding relies solely on the initial escrowed investments and the maturing principalthereof and interest income thereon and docs not assume performance under or compliance with theforward supply contract, and (ii) the applicable escrow agreement shall provide that in the event ofany discrepancy or difference between the terms of the forward supply contract and the escrowagreement (or the authorizing document, if no separate escrow agreement is utilized), the terms of theescrow agreement or authorizing document, if applicable, shall be controlling.
Reporting Requirements. Financial Guaranty shall be provided with the following information:
Appendix APage 25
(a) Notice of the redemption, other than mandatory sinking fund redemption, of any of theBonds, or of any advance refunding of the Bonds, including the principal amount, maturities andCUSIP numbers thereof;
(b) Notice of any drawing upon or deficiency due to market fluctuation in the amount, if any,on deposit, in the Reserve Accounts;
(c) Notice of any material events pursuant to Rule 15c2-12 of the Securities Exchange Act of1934; and
(d) Such additional information as Financial Guaranty may reasonably request from time totime.
Reimbursement of Expenses. The Agency shall pay or reimburse Financial Guaranty for anyand all charges, fees, costs, and expenses that Financial Guaranty may reasonably pay or incur inconnection with the following:
(a) the administration, enforcement, defense, or preservation of any rights or security underthe Indenture;
(b) the pursuit of any remedies under the Indenture or otherwise afforded by law or equity,
(c) any amendment, waiver, or other action with respect to or related to the Indenturewhether or not executed or completed;
(d) the violation by the Agency of any law, rule, or regulation or any judgment, order ordecree applicable to it;
(e) any advances or payments made by Financial Guaranty to cure defaults of the Agencyunder the Indenture; or
(f) any litigation or other dispute in connection with the Indenture, or the transactionscontemplated thereby, other than amounts resulting from the failure of Financial Guaranty to honorits payment obligations under the Municipal Bond Insurance Policy.
Financial Guaranty reserves the right to charge a reasonable fee as a condition to executingany amendment, waiver, or consent proposed in respect of the Indenture. The obligations of theAgency to Financial Guaranty shall survive discharge and termination of the Indenture.
Discharge of Indenture
If the Agency shall pay and discharge the entire indebtedness on all Bonds or any portionthereof in any one or more of the following ways:
(a) by well and truly paying or causing to be paid the principal of and interest and premium(if any) on all or the applicable portion of Outstanding Bonds, as and when the same become due andpayable;
(b) by irrevocably depositing with the Trustee or another fiduciary, in trust, at or beforematurity, money which, together with the available amounts then on deposit in the funds andaccounts established pursuant to the Indenture, is fully sufficient to pay all or the applicable portionof Outstanding Bonds, including all principal, interest and redemption premiums, or;
(c) by irrevocably depositing with the Trustee or another fiduciary, in trust, DefeasanceObligations in such amount as an Independent Accountant shall determine will, together with theinterest to accrue thereon and available moneys then on deposit in the funds and accounts establishedpursuant to the Indenture, be fully sufficient to pay and discharge the indebtedness on all Bonds or
Appendix APage 26
the applicable portion of (including all principal, interest and redemption premiums) at or beforematurity;
and, if such Bonds are to be redeemed prior to the maturity thereof, notice of such redemption shallhave been given pursuant to the Indenture or provision satisfactory to the Trustee shall have beenmade for the giving of such notice, then, at the election of the Agency, and notwithstanding that anyBonds shall not have been surrendered for payment, the pledge of the Housing Tax Revenues andother funds provided for in the Indenture and all other obligations of the Trustee and the Agencyunder the Indenture shall cease and terminate with respect to all Outstanding Bonds or, if applicable,with respect to that portion of the Bonds which has been paid and discharged, except only (a) theobligation of the Trustee to transfer and exchange Bonds under the Indenture, (b) the obligations ofthe Agency under the Indenture, and (c) the obligation of the Agency to pay or cause to be paid tothe Owners, from the amounts so deposited with the Trustee, all sums due thereon and to pay theTrustee all fees, expenses and costs of the Trustee. In the event the Agency shall, pursuant to theforegoing provision, pay and discharge any portion or all of the Bonds then Outstanding, the Trusteeshall be authorized to take such actions and execute and deliver to the Agency all such instruments asmay be necessary or desirable to evidence such discharge, including, without limitation, selection bylot of Bonds of any maturity of the Bonds that the Agency has determined to pay and discharge inpart.
In the case of a defeasance or payment of all of the Bonds Outstanding, any funds thereafterheld by the Trustee which are not required for said purpose or for payment of amounts due theTrustee pursuant to the Indenture shall be paid over to the Agency.
To accomplish defeasance the Agency shall cause to be delivered (i) a Report of anIndependent Accountant verifying the sufficiency of the escrow established to pay the Bonds in fullon the maturity or earlier redemption date (“Verification”), (ii) an escrow deposit agreement, and (iii)an opinion of nationally recognized bond counsel to the effect that the Bonds are no longer“Outstanding” under the Indenture; each Verification and defeasance opinion shall be acceptable inform and substance, and addressed, to the Agency and the Trustee.
Appendix BPage 1
APPENDIX B
GENERAL INFORMATION REGARDING THE CITY
The following information relating to the City of Whittier (the “City”) and Los Angeles County (the“County”) is supplied solely for purposes of information. Neither the City nor the County is obligated in anymanner to pay principal of or interest on the Bonds or to cure any delinquency or default on the Bonds. TheBonds are payable solely from the Housing Tax Revenues and other moneys as described in the OfficialStatement. The Redevelopment Projects are located within the boundaries of the City.
General
The City is located in the County, about 14 miles southeast of the City of Los Angeles, at thebase of the Puente Hills. The City enjoys a temperate climate that permits year round commercial andrecreational activity. Whittier is well known throughout the area for its attractive residential andcommercial areas.
Named for the Quaker poet, John Greenleaf Whittier, the City was founded as a Quakercolony in 1887 and incorporated as a California city in 1898. The City has a council-manager form ofgovernment and the City Council consists of five members elected at-large for four-year terms. TheMayor is elected by the City Council from among its members. All City offices are underadministrative control of the City Manager who serves at the will of the City Council.
The City is a full service city that provides services to City residents via ten departments. TheCity’s 2006-07 Budget authorized a total of 422 full-time employees, including approximately 126sworn officers in the Police Department. Fire protection is provided to the City by the Los AngelesCounty Fire Protection District.
Population
Whittier is considered a fully-developed community. The following table shows the City’spopulation growth and income statistics for selected years.
CITY OF WHITTIERPopulation and Income Statistics
For Years 2001 through 2005
Whittier Los Angeles County CaliforniaHousehold Household Household
Year Effective Effective Effective(January 1) Population Buying Income Buying Income Buying Income
Source: Sales & Marketing Management Survey of Buying Power (2001-2004); Claritas, Inc. (2005).
Building Activity
The following table provides a summary of building permit valuation and the number of newdwelling units authorized in the City for the years 2002 through 2006.
New Dwelling Unitsand RemodelsSingle Family 12 3 13 11 18Multiple Family 0 0 0 2 0Total 12 3 13 13 18
Source: Construction Industry Research Board.
Employment
The civilian labor force in the City increased slightly from an annual average of 42,900 in 2002to the 2006 average of 44,000. The following summarizes the labor force, employment andunemployment figures for the years 2002 through 2006 for the City, the State and the nation as awhole.
CITY OF WHITTIERLabor Force, Employment and Unemployment
Yearly Average for Years 2002 through 2006
Civilian Civilian UnemploymentYear and Area Labor Force Employment Unemployment Rate (%)
2002City of Whittier 42,900 40,900 2,000 4.8%California 17,343,600 16,180,800 1,162,800 6.7United States 144,863,000 136,485,000 8,378,000 5.8
2003City of Whittier 42,900 40,800 2,100 4.9%California 17,418,700 16,227,000 1,191,700 6.8United States 146,510,000 137,736,000 8,774,000 6.0
2004City of Whittier 43,100 41,100 2,000 4.6%California 17,538,800 16,444,500 1,094,300 6.2United States 147,401,167 139,251,917 8,149,250 5.5
2005City of Whittier 43,700 42,100 1,600 3.7%California 17,740,400 16,782,300 958,100 5.4United States 149,320,000 141,730,000 7,591,000 5.1
2006City of Whittier 44,000 42,500 1,500 3.3%California 17,901,900 17,029,300 872,600 4.9United States 151,427,583 144,427,000 7,000,583 4.6
Source: California Employment Development Department, March 2006 Benchmark; U.S. Department of Labor.
Appendix BPage 3
In addition, the following table shows the City’s largest 2006 employers.
CITY OF WHITTIER2006 Largest Employers
(Listed in descending order of employee counts)
Company Name
Presbyterian Intercommunity HospitalWhittier Union High School DistrictEast Whittier City School DistrictWhittier City School DistrictWhittier Hospital Medical CenterBright Medical GroupWhittier CollegeLeggett and Platt, Inc.TargetRalphsSearsJC PenneyHome DepotRadisson Hotel
Source: City of Whittier.
Retail Sales
The following table shows taxable transactions in the City by type of business during calendaryears 2001 through 2005.
CITY OF WHITTIERTaxable Transactions
For the Years 2001 through 2005(in thousands of dollars)
Type of Business 2001 2002 2003 2004 2005 (1)
Apparel Stores $ 40,230 $ 38,027 $ 35,108 34,945 37,497General Merchandise Stores 89,071 96,310 84,170 85,151 95,422Food Stores 46,672 50,676 49,094 48,022 53,329Eating & Drinking Places 85,321 86,759 88,554 94,917 101,964Home Furnishings & Appliances 15,445 12,149 13,341 14,210 16,246Bldg. Material & Farm Implements 39,817 # # # #Auto Dealers & Auto Supplies 147,753 167,248 198,218 202,189 187,646Service Stations 43,281 34,952 42,228 45,692 50,267Other Retail Stores 82,378 123,829# 121,750# 130,382 139,422Retail Stores Total 589,968 599,950 632,463 655,508 681,893All Other Outlets 134,286 150,526 163,702 188,069 148,707Total All Outlets $724,254 $750,476 $796,165 843,577 830,600 Source: California State Board of Equalization(1) Latest available full-year data.# Sales omitted because their publication would result in the disclosure of confidential information.
Appendix BPage 4
Assessed Valuation and Tax Collections
The table below shows the City tax levies, collections, and delinquency percentages for theapplicable fiscal years.
CITY OF WHITTIERAssessed Valuation and Tax Collection Record
For Fiscal Years 2001-02 through 2005-06
Fiscal Assessed TotalYear Valuation Current Percent
Ended For Revenue Total City Tax Levy of LevyJune 30 Purposes Tax Levy Collections Collected
Source: HdL Coren & Cone, based on Los Angeles County Assessor 2006-07 Secured and Unsecured Tax Rolls(1) 2006-07 top property owners current as of April 2, 2007.(2) Properties comprise the Whittwood Town Center.(3) The total taxable value for Fiscal Year 2006-07 is $6,429,097,363
Appendix C
APPENDIX C
AUDITED FINANCIAL STATEMENTS OF THE AGENCY FOR THE FISCAL YEAR ENDED JUNE 30, 2006
AND WHITTIER COMMERCIAL CORRIDOR REDEVELOPMENT PROJECT
The Whittier Redevelopment Agency
Taxable Tax Allocation Bonds, 2007 Series B (Housing Projects)
PROJECTED TAXABLE VALUES AND
ANTICIPATED TAX INCREMENT REVENUES
May 10, 2007 I. Introduction The Whittier Redevelopment Agency is proposing to issue its Taxable Tax Allocation Bonds, 2007 Series B (Housing Projects) (the “Bonds”). The obligation of the Agency to pay principal and interest on the Bonds is secured by a pledge of Housing Tax Revenues generated, respectively, from the Agency’s Greenleaf/Uptown Whittier Redevelopment Project (the “Greenleaf Project”), the Whittier Boulevard Redevelopment Project (the “Whittier Boulevard Project”); the Whittier Earthquake Recovery Redevelopment Project (the “Earthquake Recovery Project”); and, the Whittier Commercial Corridor Redevelopment Project (the “Commercial Corridor Project”). The California Community Redevelopment Law (the Law) provides for the creation of redevelopment agencies by cities and counties for the purpose of the elimination of blight. The Law, together with Article 16, Section 16 of the California Constitution, authorizes the Agency to receive that portion of property tax revenues produced by such taxable value that is in excess of the taxable value within the project area at the time of the project area's adoption. The Housing Tax Revenues so derived are generally referred to as Tax Increment Revenues. The Law provides that the Tax Increment Revenues may be pledged by the redevelopment agency to the repayment of agency indebtedness. Section 33334.2 of the Law requires all redevelopment agencies to deposit at least 20 percent of all Tax Increment Revenues (the Housing Tax Revenues) allocated to them in a Low and Moderate Income Housing Fund. According to the Law, moneys deposited into this Fund shall be used only for the purposes of increasing, improving and preserving the community’s supply of housing that is affordable to persons of very low, low and moderate income. Further, the Law defines housing affordability and qualifying amounts of income for persons considered within the low- and very low-income categories. In general, Housing Tax Revenues must be used to benefit low and moderate-income housing supplies within the Project Area from which the funds are derived. By making certain prescribed findings, however, the Agency may pool the Housing Tax Revenues from several Project Areas in order increase more effectively the appropriate types of housing opportunities. In this report, Tax Increment Revenues, including Unitary Tax Revenue (see Section IV.H., Allocation of State Assessed Unitary Taxes) are referred to as Gross Revenues. Twenty percent of the Gross Revenues are required to be set aside in the Low and Moderate Income Housing Fund (the Housing Set-Aside Requirement). The moneys set aside to meet the Low and Moderate Income Housing Requirement are referred to as Housing Tax Revenues. Housing Tax Revenues are superior to other obligations of the Agency. The purpose of this Fiscal Consultant’s Report is to examine the assessed values of the current fiscal year and project for ten fiscal years the amount of Gross Tax Revenue and Housing Tax Revenues to be received by the Agency from the Project Areas. The Bonds propose to use the Housing Tax Revenues from the
Whittier Redevelopment Agency Fiscal Consultant’s Report May 10, 2007
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Project Areas to make debt service payments. As a result of our research, we project the Housing Tax Revenues from the Project Areas to be as shown in Table A below (000’s omitted):
The taxable values of property and the resulting Gross Tax Revenues that produce the Housing Tax Revenues summarized above are reflected on Table 1 of each set of projections. These projections are based on assumptions determined by our review of the taxable value history of the Project Areas and the property tax assessment and property tax apportionment procedures of Los Angeles County (the County). Future year assessed values, Gross Tax Revenues and Housing Tax Revenues are projections based upon the assumptions described in this Report, and are not guaranteed as to accuracy and this Report is not to be construed as a representation of such by HdL Coren & Cone. II. The Project Areas On February 5, 1974 the City Council adopted the Redevelopment Plan (Greenleaf Plan) for the Greenleaf Avenue/Uptown Whittier Redevelopment Project by Ordinance No. 2022, N.C.S. The Greenleaf Plan was amended on January 6, 1976 by Ordinance No. 2076 to add the Agency’s right to exercise the power of eminent domain. It was again amended in 1986 in accordance with the State Legislature’s direction to impose limits on the amount of tax increment to be collected, the time in which to incur debt and the time in which the Agency may exercise its power of eminent domain. The Greenleaf Project encompasses approximately 137 acres covering approximately 1.7 percent of the land within the City’s boundary. The City Council adopted the Redevelopment Plan (Whittier Boulevard Plan) establishing the Whittier Boulevard Redevelopment Project by Ordinance No. 2178 on November 28, 1978. The City Council adopted an amendment to the Whittier Boulevard Plan by Ordinance No. 2563 on February 11, 1992. The Whittier Boulevard Project consists of 238 acres of mixed retail, industrial and commercial uses and low, medium and high density single family residential housing. The Whittier Boulevard Project runs along Whittier Boulevard from the western boundary of the City. The City Council adopted the Redevelopment Plan (Earthquake Recovery Plan) establishing the Whittier Earthquake Recovery Redevelopment Project by Ordinance No. 2420 on November 24, 1987. The Earthquake Recovery Project was established to revitalize the Uptown area of the City damaged by the earthquake of October 1987 (the “Earthquake”). The objectives of the Earthquake Recovery Plan are to undertake an earthquake recovery project consistent with State and local laws, by: (1) planning, design and/or redevelopment of area which is in need of
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maintenance, repair, restoration, demolition or replacement as a result of the Earthquake; (2) protecting and promoting sound development and redevelopment of Earthquake-stricken areas and injurious conditions through the employment of appropriate means; (3) installing new or repairing or replacing existing public improvements, facilities and utilities in areas which are currently inadequately served with regard to such improvements, facilities and utilities; and (4) other means as determined appropriate by the Agency. The Earthquake Recovery Project covers 521 acres of residential and commercial improvements bounded by Hadley Street on the north, Pickering Avenue to the west, Whittier Boulevard on the south and Painter Avenue to the east. This area is commonly referred to as the Uptown Area of the City. On March 12, 2002, the City Council adopted Ordinance No. 2800 approving and adopting the Whittier Commercial Corridor Redevelopment Project (Commercial Corridor Original Area). The objectives were to revitalize the primarily commercial areas located on both sides of Whittier Boulevard. The Commercial Corridor Original Area covers 419 acres. In 2004, the City undertook planning and feasibility studies addressing the future of the Fred C. Nelles California Youth Authority Site which the State of California declared to be surplus to its needs. In addition commercial territory adjacent to much of Lambert Road in areas south of the existing Original Area was also examined. The Commercial Corridor Project was amended by the additional territory through the adoption of Ordinance No. 2860 on July 19, 2005 (Commercial Corridor Amendment Area). The Commercial Corridor Project and its amendment total 628 acres. A. Land Use The Table B represents the breakdown of land use in the Project Areas by the number of parcels and by assessed value for fiscal year 2006-07. Unsecured, Possessory Interest and SBE non-unitary values are connected with parcels that are already accounted for in other categories. In the following table, the numbers in brackets reflect the number of property tax bills that are associated with these categories and not the number of parcels to which these bills are connected. It should be noted that the figures below are taken from the lien date tax rolls and include the value for exempt parcels such as those owned by the City, Agency, State or other governmental agencies and nonprofit agencies. The category values and parcel counts are based on the use codes assigned to parcels on the lien date tax roll. Values shown on the projections for each of the Project Areas reflect net taxable values as reported by the Auditor-Controller and do not, therefore, include values for such exempt parcels. The values reported by the Auditor-Controller do not include tax roll adjustments that have occurred after the lien date.
Whittier Redevelopment Agency Fiscal Consultant’s Report May 10, 2007
Total Value 2,592 $1,366,723,173 100.0% Exemptions (79,167,186) Net Value $1,287,555,987
Source: Los Angeles County Assessor 2006-07 Combined Tax Rolls
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B. Redevelopment Plan Limits In accordance with the Law, redevelopment plans adopted after October 1, 1976 but prior to January 1, 1994 are required to include a time limit on the establishment of indebtedness to be repaid with tax increment and a limit on the amount of tax increment revenue that may be divided and allocated to a project area. In addition, if the plan authorizes the issuance of tax allocation bonds, a limit on the amount of bonded indebtedness that may be outstanding at one time must be included. For those redevelopment plans adopted prior to October 1, 1976 that did not contain these limits, the legislative body was required to amend the redevelopment plans by ordinance not later than December 31, 1986. The amendment must include provisions to limit the number of tax increment dollars that could be allocated to the agency pursuant to the plan, to establish a time limit to create debt to be repaid with tax increment, and to limit the commencement of eminent domain. Chapter 942, Statutes of 1993, established further limits on redevelopment plans. Chapter 942 restricted the life span of redevelopment plans adopted prior to 1994. The time limit for establishing indebtedness was limited to 20 years from the adoption of the redevelopment plan or January 1, 2004, whichever is later. The life of the existing redevelopment plans was limited to 40 years from the date of adoption or January 1, 2009, whichever is later. Finally, a redevelopment agency was restricted from paying indebtedness with tax increment beyond 10 years after its redevelopment plan expires except to fund deferred Housing Set Aside Requirements and to repay indebtedness incurred prior to January 1, 1994. Pursuant to Chapter 942, on December 20, 1994 the Agency adopted Ordinance No. 2640 for the Greenleaf Project, Ordinance No. 2641 for the Whittier Boulevard Project and Ordinance No. 2642 for the Earthquake Recovery Project. These ordinances amended each Project’s time limits to conform to the provisions of Chapter 942. The Commercial Corridor Project and its amendment area were adopted after January 1, 1994 and are conforming to the limits imposed by Chapter 942. Pursuant to Senate Bill 1045 (see Section VI) the Agency has extend the terms of redevelopment plan effectiveness of all Project Areas except Commercial Corridor Project. The Project Areas that have been extended under the auspices of SB 1045 and the adoptive ordinance number and date are shown below.
Adoption Date Ordinance No. Greenleaf August 24, 2004 Ordinance No. 2844 Whittier Boulevard August 24, 2004 Ordinance No. 2845 Earthquake Recovery August 24, 2004 Ordinance No. 2846
These extensions increase the redevelopment plan’s period of effectiveness and the period within which the redevelopment projects may repay indebtedness by one year. These one year extensions have been incorporated into the projections of Tax Revenue and are reflected in Table C below. Pursuant to Senate Bill 1096 (see Section VI) the Agency may, as described below, extend the term of the redevelopment plans’ effectiveness and the periods within which the Agency may repay indebtedness by up to two additional years. A one year extension of the time limits for Project Areas meeting certain criteria is predicated upon the payment by the Agency of its ERAF obligations for each of 2005 and 2006. The ERAF obligation for 2005 and for 2006 have been paid according to the Agency. For Project Areas that have less than 10 years of plan effectiveness remaining after June 30, 2005 a one year extension is authorized. For Project Areas that have more than 10 years and less than 20 years of plan effectiveness remaining after June 30, 2005 a one year extension is authorized if the City Council can make certain findings. For those Project Areas with more than 20 years of plan effectiveness remaining after June 30, 2005 no extension of time is authorized. In addition, for Project Areas that have less than 10 years of plan effectiveness remaining after June 30, 2006 a one year extension is authorized. For Project Areas that have more than 10 years and less than 20 years of plan effectiveness remaining after June 30, 2006 a one year extension is authorized if the City Council can make certain findings. For those Project Areas with more than 20 years of plan effectiveness remaining after June 30, 2006 no extension of time is authorized. On January 23, 2007, the
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City Council adopted Ordinance No. 2885 amending the Greenleaf Project and Ordinance No. 2886 amending the Whittier Boulevard Project pursuant to SB 1096. Earthquake Recovery Project and Commercial Corridor Project are not eligible for extension by two years pursuant to SB 1096. The Redevelopment Plan limits described above and as they apply to the Project Areas are summarized below in Table C:
Table C Applicable Redevelopment Plan Limits
Project
Area
Plan Expiration
Last Date to Incur
New Debt
Last Date to Repay Debt with Tax Increment
Tax Increment
Limit
Bonded Indebtedness
Limit Greenleaf
February 5, 2017 Eliminated February 5, 2027 $172,350,000 plus
Section 33401 Payments
$75 million plus Section 33401
related bond amounts
Whittier Boulevard
November 28, 2021 Eliminated November 28, 2031 $200,000,000 plus Section 33401
Payments
$50 million plus Section 33401
related bond amounts
Earthquake Recovery
November 24, 2028 November 24, 2007 November 24, 2038 $350,000,000 plus Section 33401 and 33334.2 payments
$150 million exclusive of Section 33401 and 33334.2
payments Commercial
Corridor
March 26, 2032 March 26, 2022 March 26, 2047
No Limit
$200 million adjusted
to Consumer Price Commercial
Corridor Amendment
July 19, 2035 July 19, 2025 July 19, 2050 Index or other appropriate index
Through 2005-06, the Agency has received a total of $20,612,315 in tax increment revenue for the Greenleaf Project, $14,940,878 for the Whittier Boulevard Project, $20,913,309 for the Earthquake Recovery Project and $1,665,403 for the Commercial Corridor Project Original Area. The Commercial Corridor Project Amendment Area is eligible to collect tax increment revenue beginning in 2006-07. Based on the projections included in this report, the Agency will not reach the tax revenue limits in any of the component project areas prior to the expiration of its project area time limits. III. Project Area Assessed Values A. Assessed Values Taxable values are prepared and reported by the County Auditor-Controller each fiscal year and represent the aggregation of all locally assessed properties which are part of the Project Areas. The assessments are assigned to Tax Rate Areas (TRA) which are coterminous to the boundaries of the Project Areas. The historic reported taxable values for the Project Areas were reviewed in order to ascertain the rate of taxable property valuation growth over the most recent ten fiscal years beginning with 1997-98 for Greenleaf, Whittier Boulevard and Earthquake Recovery Projects and for the most recent four fiscal years beginning with 2003-04 for the original area of the Commercial Corridor Project (see Table 3 of the projections for each Project Area). There has been substantial growth in all Project Areas since their inceptions. The 2006-07 taxable values for Greenleaf Project represent tax increment value of $152,975,374. Incremental value for Whittier Boulevard
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Project is $133,605,000, Earthquake Recovery Project incremental value is $288,580,806 and the Commercial Corridor Project incremental value is $138,220,568. Greenleaf Project Between 1997-98 and 2006-07, the taxable value within the Greenleaf Project increased by $71,786,057 (15.3%). The growth in assessed value was very steady during this period and values increased each year. Secured values grew in the past ten years, adding $68,500,100 (71.5%) over this ten year period. These increases in secured value have overcome fluctuations in unsecured value. Despite decreases in unsecured values from 1997-98 to 1998-99, 2001-02 to 2003-04 and 2004-05 to 2005-06, unsecured values have increase by $3,285,957 (52.2%) since 1997-98. New commercial construction and transfer of ownership of residential properties accounts for the majority of the growth within the Greenleaf Project. Whittier Boulevard Project Between 1997-98 and 2006-07, taxable value within the Whittier Boulevard Project increased by $67,131,528 (68.3%). The growth in assessed value with the Whittier Boulevard Project has been very steady during the ten year period and values with the exception of 1999-00 and 2001-02 has experienced positive growth every fiscal year. Whittier Boulevard Project experienced a 1.7 percent decline in 1999-00 and 0.4 percent in 2001-02. This is the result of decline in unsecured values during those years. Secured values grew in the past ten years, adding $58,277,845 (69.1%) over this ten year period. Earthquake Recovery Project Between 1997-98 and 2006-07, taxable value within the Earthquake Recovery Project increased by $145,527,075 (46.4%). The growth in assessed value was very steady during this period and values with the increased each year. Secured values grew in the past ten years, adding $139,835,460 (47.8%). Although unsecured values have $5,691,615 (27.1%) during the past ten years, the Earthquake Recovery Project is experiencing a slight decline in unsecured values every year since 2003-04. This is primarily due to the decline in value of the fixtures and personal property related to Marcus Cable Associates LP. Growth in the Earthquake Recovery Project is primarily due to new residential activity, transfer of ownership and commercial growth. Commercial Corridor Project The Original Area of the Commercial Corridor Project was first eligible to receive tax increment in 2003-04. The property values within the Original Area for 2006-07 reflect an increased by $205,726,376 (72.6%) over the 2003-04 assessed value. Incremental values have increased by more than 100% per year in every year since 2004-05. This is primarily due to the development of the Whittwood Town Center (formerly the Whittwood Mall) and commercial development activity along Whittier Boulevard. The recent sale of portions of the Whittwood Town Center is expected to increase incremental value significantly in Fiscal Year 2007-08. Since Commercial Corridor Amendment Area was adopted in July 2005, fiscal year 2006-07 will be the first year Commercial Corridor Amendment Area will be eligible for tax increment revenues. The Amendment Area experienced a $4,831,305 (8.8%) growth from the 2004-05 base year value. A summary of this information is shown in Table D below.
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Table D Historical Assessed Value Change
Project
Sub-Area Value Change
2005-06 to 2006-07 % Value Change
2005-06 to 2006-07 Value Change
1997-98 to 2006-07 %Value Change
1997-98 to 2006-07 Greenleaf
$ 23,043,065 13.3% $ 71,786,057 70.3%
Whittier Boulevard
22,577,141 15.8% 67,131,528 68.3%
Earthquake Recovery
43,586,235 10.5% 145,527,075 46.4%
Commercial Corridor
81,815,614 23.6% 145,666,182 (1) 51.4%
Commercial Corridor Amendment
n/a n/a n/a n/a
(1) Value Change from 2003-04 to 2006-07. Overall the strong real estate market in the Los Angeles area was manifested in substantial assessed value growth in the Agency’s Project Areas. B. Top Ten Taxable Property Owners A review of the top ten taxable property owners in the Project Areas for fiscal year 2006-07 was conducted. Lists of the top ten property owners for each Project Area, and the number of parcels attributed to each owner, are presented on Table 5 of each tax increment projection. The table below illustrates the values and percentage of total value within each Project Area that is attributable to the top ten taxpayers.
Table E Top Ten Taxpayer Assessed Values by Project Area
Top 10 Taxpayers Combined
Assessed Value
Project Area
Assessed Value
Top 10 Taxpayers % of Assessed Value
Project Area
Incremental Value
Top 10 Taxpayers % of Incremental
Value Greenleaf $ 48,843,841 $173,864,237 28.09% $152,975,374 31.93%
The concentration of value among the top ten taxpayers is relatively great in the Commercial Corridor Project. This is attributable to the fact that Commercial Corridor Project is less than five years old and they have not had sufficient time to develop significant incremental value. Among the four Project Areas, the top ten taxpayers control $219,819,044 in assessed value. This amount is 17.1% of the combined project areas total value of $1,287,555,987 and 30.8% of the combined project area total incremental value of $713,381,748. IV. Tax Allocation and Disbursement A. Property Taxes The taxable values of property are established each year on the property tax lien date. Prior to 1997 the lien date was March 1 for locally assessed property and January 1 for State assessed utility property. Beginning with 1997, the lien date is also January 1 for locally assessed property.
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Real Property reflects the reported assessed values for secured and unsecured land and improvements. Pursuant to Article XIIIA of the State Constitution the value of locally assessed Real Property may only be increased up to two percent annually to reflect inflation. Real Property values are also permitted to increase as a result of a change of ownership or new construction. Utility property assessed by the State Board of Equalization may be revalued annually and such assessments are not subject to the inflation limitations of Article XIIIA. The taxable value of Personal Property is also established on the lien dates and is not subject to the annual two percent limit of locally assessed Real Property. Secured property includes property on which any property tax levied by a county becomes a lien on that property. Unsecured property typically includes value for tenant improvements, fixtures and personal property. A tax levied on unsecured property does not become a lien against the taxed unsecured property, but may become a lien on certain other secured property owned by the taxpayer. The taxes levied on unsecured property are levied at the previous year's secured property tax rate. B. Supplemental Assessments Chapter 498 of the Statutes of 1983 provides for the reassessment of property upon a change of ownership or completion of new construction. Such reassessment is referred to as the Supplemental Assessment. It is determined by applying the current year's tax rate to the amount of increase in a property's value and prorating the resulting property taxes to reflect the portion of the tax year remaining as determined by the date of the change in ownership or completion of new construction. Supplemental Assessments become a lien against Real Property. Since 1984-85 revenues derived from Supplemental Assessments (Supplemental Revenues) have been allocated to redevelopment agencies and taxing entities in the same manner as regularly collected property taxes. The receipt of Supplemental Revenue by taxing entities typically follows the change of ownership by a year or more. Supplemental Revenue received by the Agency during the 2005-06 fiscal-year totaled $795,315 for all Project Areas. The recipients of 2005-06 supplemental revenues were Greenleaf Project, Whittier Boulevard Project, Earthquake Recovery Project and Commercial Corridor Project which received $100,203, $114,998, $185,412 and $394,703 respectively. We have not included revenues resulting from Supplemental Assessments in our projections. C. Tax Rates Tax rates will vary from area to area within the State, as well as within a community and a project area. The tax rate for any particular parcel is based upon the jurisdictions levying the tax rate for the area where the parcel is located. The tax rate consists of the general levy rate of $1.00 per $100 of taxable values and the over-ride tax rate. The over-ride rate is that portion of the tax rate that exceeds the general levy tax rate and is levied to pay voter approved indebtedness or contractual obligations that existed prior to the enactment of Proposition XIII. A Constitutional amendment approved in June 1983 allows the levy of over-ride tax rates to repay indebtedness for the acquisition and improvement of real property, upon approval by a two-thirds vote. A subsequent amendment of the Constitution prohibits the allocation to redevelopment agencies of tax revenues derived from over-ride tax rates levied for repayment of indebtedness approved by the voters after December 31, 1988. The over-ride tax rates typically decline each year as a result of (1) increasing property values (which would reduce the over-ride rate that must be levied to meet debt service) and (2) the eventual retirement of debt over time. The Project Areas contain a total of 46 Tax Rate Areas (TRAs). A Tax Rate Area is a geographic area within which the taxes on all property are levied by a certain set of taxing entities. These taxing entities each receive a prorated share of the general levy and those taxing entities with voter approved over-ride tax rates receive the revenue resulting from that tax rate. The tax increment projections are based on the published tax rates for 2006-07. Within the TRAs in the Project Areas there are five distinct tax rates. In addition to the one percent general levy tax rate the five tax rates contain debt service over-ride rates that were voter approved. Those over-ride rates approved by voters prior to January 1, 1989 are included in the calculation of tax increment revenue that is allocated to the Agency. Those over-ride tax rates that are being levied and were approved by voters after January 1, 1989 do not accrue any benefit to the Agency. The debt service override rates for the East Whittier School District, Whittier City School District, Whittier Union High School District, Fullerton Union High School District, North Orange County Community College District
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and Rio Hondo Community College District were approved by voters after January 1, 1989 and have not been considered in the projection. The bonds for which voters approved a debt service override tax rate that is levied by the County of Los Angeles will be amortized after fiscal year 2006-07 and the override tax rate will be eliminated beginning with fiscal year 2007-08. The Los Angeles County Flood Control District levies a voter approved debt service override tax rates to service the debt on bonds that will be amortized after fiscal year 2007-08 and will be eliminated for 2008-09. These override rates appear in each tax rate area within the Project Areas. For purposes of the projections, we have assumed a straight line reduction of these override tax rates to the fiscal year in which they are amortized and eliminate them after that fiscal year. The Metropolitan Water District levies a debt service override tax rate under a contract that is authorized through fiscal year 2035-36 and was approved by voters prior to January 1, 1989. This override rate appears in all tax rate areas within the Project Area and for purposes of this projection, this tax rate is assumed to remain unchanged for the life of the Project Area. The Uptown Whittier Parking District #2 levies a debt service override tax rate for maintenance and operation of public automobile parking lots and adjacent pedestrian area located within the Whittier Uptown Parking District No. 2 boundaries. This override rate appears in one tax rate area within the Greenleaf Project and in two tax rate areas within the Earthquake Recovery Project. For purposes of this projection, this tax rate is assumed to remain unchanged for the life of the Project Area. The projected secured revenues shown in this report use the 2006-07 tax rates. Unsecured property is taxed at the prior year’s secured tax rate. These tax rates are exclusive of debt service components that were approved by voters after December 31, 1988, therefore, do not generate revenue that may be allocated to the Agency. The following table illustrates the different tax rates that are applicable to the TRAs within the Project Areas, the number of TRAs to which each tax rate is applied and the incremental value attributable to each tax rate The Table F shows the 2006-07 tax rates for the five applicable tax rates and their components:
Whittier Redevelopment Agency Fiscal Consultant’s Report May 10, 2007
General Levy 1.000000 1.000000 1.000000 1.000000 1.000000 L.A. County Detention Facilities .000663 .000663 .000663 .000663 .000663 L. A. County Flood Control Debt Service .000052 .000052 .000052 .000052 .000052 Uptown Whittier Parking District #2 .000000 .000000 .000000 .000000 .166660 Metropolitan Water Agency .004700 .004700 .004700 .004700 . 004700 RDA Applicable Tax Rate 1.005415 1.005415 1.005415 1.005415 1.172075 East Whittier School District* .026117 .000000 .000000 Whittier City School District* .000000 .040312 .040312 Whittier Union High School District* .044285 .044285 .044285 .044285 Fullerton Union High School District* .015400 N. Orange County Comm. College District* .014440 Rio Hondo Community College District* .014688 .014688 .014688 .014688 Total Tax Rate 1.035255 1.064388 1.090505 1.104700 1.271360 Greenleaf Project
Number of TRAs 0 0 4 3 1 % of Secured Incremental Value 0.0% 0.0% 13.9% 87.9% -1.8%
% of Unsecured Incremental Value 0.0% 0.0% 9.5% 90.5% 0.0%
Whittier Boulevard Project Number of TRAs 0 1 2 2 0
% of Secured Incremental Value 0.0% 0.0% 4.3% 95.7% 0.0% % of Unsecured Incremental Value 0.0% -1335.2% -27.4% 1462.6% 0.0%
Earthquake Recovery Project
Number of TRAs 0 0 3 4 2 % of Secured Incremental Value 0.0% 0.0% 21.2% 62.8% 16.0%
% of Unsecured Incremental Value 0.0% 0.0% 73.7% 18.4% 7.9%
Commercial Corridor Project Number of TRAs 3 3 14 4 0
% of Secured Incremental Value 7.7% 16.2% 73.1% 2.9% 0.0% % of Unsecured Incremental Value 0.3% -80.6% 150.3% 30.0% 0.0%
* Approved after January 1, 1989 and not available for allocation to the Agency. D. Allocation of Taxes Taxes paid by property owners are due in two equal installments. Installments of taxes levied upon secured property become delinquent on December 10 and April 10. Taxes on unsecured property are due March 1 and become delinquent August 31. The County disburses Tax Increment Revenue to all redevelopment agencies from November through August with approximately 35 percent of secured revenues apportioned by the end of December and a total of 75% of the secured revenues by the end of the following April. Unsecured revenues are disbursed in November, March and August of each fiscal year. The November payment consists of an 80% advance on the total unsecured levy.
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E. Annual Tax Receipts to Tax Levy The County of Los Angeles apportions tax revenues to redevelopment agencies based upon the amount of the tax levy that is received from the taxpayers. Current year collection rates for the Project Areas have been consistently high. The Table G illustrates the tax revenue collections for the previous five years for Greenleaf, Whittier Boulevard and Earthquake Recovery Projects and for the previous three years for Commercial Corridor Project.
Source: Los Angeles County Auditor-Controller’s Office, Disbursement Tax Division “CRA Remittance Advice.”
F. Assessment Appeals
A review of assessment appeals data provided by the County has been made. Assessment appeals for 2000 through March 29, 2007 were included in the data. There was a large drop-off of appeal activity after the mid-1990’s and the Agency was subjected to little in the way of value losses due to appeals since then. Based on the assessment appeal activity since 2000 we have determined the number of appeals filed, the number allowed and denied and the average amounts of value that these appeals are successful in removing from the tax rolls. The averages are then used to make estimations of the number of appeals that may be approved and the amount of value loss that will be experienced. Estimated reductions in value were removed from the projected 2007-08 assessed values. Table H below summarizes our estimates:
Table H Assessment Appeals Summary
Redevelopment Projects
Total No.
of Appeals
No. of Resolved Appeals
No. of Successful Appeals
Average
Reduction
No. & Value of
Appeals Pending
Est. No. of Appeals Allowed
Est. Reduction on Pending Appeals
Allowed (2007-08 Value Adj.)
Greenleaf
26 18 13 10.20% 3 ($10,096,507) 2 $743,453
Whittier Boulevard
7 3 2 0.69% 2 ($ 2,506,041) 1 $ 8,687
Earthquake Recovery
57 56 34 18.58% 1 ($ 923,000) 1 $123,000
Commercial Corridor Original Area 52 35 14 17.30% 10 ($ 8,999,840) 4 $622,910
G. County Collection Charges The Revenue and Taxation Code allows counties to recover charges for property tax administration in an amount equal to their 1989-90 property tax administration costs, adjusted annually. For the 2006-07 fiscal year, the amount of the County collection charges attributed to the Project Areas was $90,829. This amount ranges from 1.21 to 1.25% of the Gross Tax Revenues allocated to the Agency from the Project Areas. For purposes of these projections, we have assumed that the County will continue to charge the Agency for property tax administration and that such charge will remain at 1.21 to 1.25% of Gross Tax Revenues per year of the Projection (see Tables 1 and 2). The County collection charge is not deducted from Gross Tax Revenues for purposes of calculating the Housing Set-Aside Requirement. H. Allocation of State Assessed Unitary Taxes Legislation enacted in 1986 (Chapter 1457) and 1987 (Chapter (921) provided for a modification of the distribution of tax revenues derived from utility property assessed by the State Board of Equalization (SBE), other than railroads. Prior to the 1988-89 fiscal year, property assessed by the SBE was assessed statewide and was allocated according to the location of individual components of a utility in a tax rate area.
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Commencing in 1988-89, tax revenues derived from unitary property that is assessed by the SBE is accumulated in a single Tax Rate Area for the County. tax revenues are then distributed to each taxing entity in the County in the following manner: (1) each taxing entity will receive the same amount as in the previous year plus increases of up to two percent; (2) if utility tax revenues are insufficient to provide the same amount as in the previous year, each taxing entity's share would be reduced pro-rata county wide; and (3) any increase in revenue above two percent would be allocated in the same proportion as the taxing entity's local secured and taxable values are to the local secured taxable values of the County. To administer the allocation of unitary tax revenues to redevelopment agencies, the County no longer includes the taxable value of utilities as part of the reported taxable values of the Project Areas. As a result the base year values of Project Areas was reduced by the amount of utility value that existed originally in the base year value. The County Auditor-Controller will allocate unitary revenue to the Project Areas for 2006-07 in the amounts shown below in Table I. We have assumed that the utility tax revenue will remain constant in future years.
Table I2006-07 Unitary Revenue Allocated by County
Total: $36,739 V. Low and Moderate Income Housing Set-Aside All redevelopment agencies are required to set aside 20 percent of all project area tax increment revenues into a low and moderate income housing fund (the Housing Tax Revenues). An agency can reduce the Housing Tax Revenues if it annually makes certain prescribed determinations that are consistent with the housing element of the general plan. These findings are: (1) that no need exists in the community to improve or increase the supply of low and moderate income housing; or, (2) some stated percentage less than 20 percent of the tax increment is sufficient to meet the housing need. In order to make findings (1) or (2), the Agency's finding must be consistent with the housing element of the community's general plan, including its share of the regional housing needs of very low income households and persons and families of low or moderate income. While such findings were made by the Agency in prior years, no such findings have in recent years been made by the Agency. As a result, 20 percent of Gross Tax Revenue has been projected as being set aside from each Project Area. The Bonds are to be secured by a subordinate pledge of the tax increment revenue from the Project Areas that is derived pursuant to the Housing Tax Revenues. This pledge is subordinate to debt service on any bonded debt that has a superior lien on the Housing Tax Revenues. This projection of revenue assumes that the Housing Tax Revenues will continue to be fulfilled at 20 percent of the Gross Tax Revenue from the combined Project Areas. VI. Legislation SB 211 was signed into law as Chapter 741, Statutes of 2001. This legislation has two main impacts on the limits contained in an agency’s redevelopment plan. First, the City Council may eliminate the time limit to establish indebtedness in Project Areas adopted prior to January 1, 1994 by ordinance. If the Plan is so amended, any existing tax sharing agreements will continue and certain statutory tax sharing for entities without tax sharing agreements will commence in the year the eliminated limit would have taken effect. Second, the City Council may extend the time limit for plan effectiveness and repayment of debt for up to ten years if it can make certain specified findings. On August 24, 2004, the Agency amended the Greenleaf
Whittier Redevelopment Agency Fiscal Consultant’s Report May 10, 2007
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Project and Whittier Boulevard Project redevelopment plans in accordance with the statute and eliminated the last date to incur indebtedness with the adoption of Ordinance Nos. 2844 and 2845, respectively. The appropriate adjustments have been made to the projection for inclusion of statutory tax sharing payments to begin as required by the statute. In order to address State Budget deficits, the Legislature enacted SB 614, SB 844 and SB 1135 that required payments from redevelopment agencies for the 1992-93, 1993-94 and 1994-95 fiscal years into a countywide Education Revenue Augmentation Fund (the ERAF). The Agency could have used any funds legally available and not legally obligated for other uses, including reserve funds, bond proceeds, earned income, and proceeds of land sales, but not moneys in the Low and Moderate Income Housing Fund (the Housing Fund) to satisfy this obligation. An agency could have reduced its payment due to existing indebtedness, contractual obligations and 90 percent of 1991-93 administrative costs (collectively, Existing Obligations). If an agency could not make the required payment due to Existing Obligations, it could have borrowed up to 50 percent of its 1992-93 contribution to the Housing Fund (which must be repaid within ten years), or the agency was required to obtain a loan from the city/county in order to pay the difference between what the agency pays and the total amount due. For agencies that did not borrow to meet any shortfall of the required payment, the county auditor-controller was required to deduct any amount due from the city/county's allocation of property taxes. This obligation applied to the agency and not to specific Project Areas. According to the Agency, it has no outstanding ERAF obligations. In addition to the payments from redevelopment agencies periodic State budget solutions have involved the shifting of property tax revenues from cities, counties and special districts to the ERAF. From 1994-95 to 2001-02 state budgets were adopted with no additional shifting of tax increment from redevelopment agencies; however, the 2002-03 State Budget required a shift of $75 million of tax increment statewide from redevelopment agencies to ERAF to meet the state budget shortfall. AB 1768 (Chapter 1127, Statutes of 2002) was enacted by the Legislature and signed by the Governor and based upon the methodology provided in the 2002-03 budget the shift requirement for the Agency was $136,286 for fiscal year 2002-03 only. The Agency made the required payment without impacting its payment of debt service and other obligations. As part of the State’s 2003-04 budget legislation, SB 1045 (Chapter 260, Statutes of 2003) required redevelopment agencies statewide to contribute $135 million to local County Education Revenue Augmentation Funds (ERAF) which reduces the amount of State funding for schools. This transfer of funds was limited to Fiscal Year 2003-04 only. The amount of revenue that was transferred by the Agency to Los Angeles County for 2003-04 was $203,405. The Agency made this payment to the County by the May 10, 2004 deadline without impacting its payment of debt service on existing indebtedness. Under the Law as amended by SB 1045, the Agency was authorized to use a simplified methodology to amend the individual redevelopment plans to extend by one year the effectiveness of the plan and the time during which the Agency may repay debt with tax increment revenues. In addition, the amount of this payment and the ERAF payments made in prior years may be deducted from the amount of the Project Areas cumulative tax increment revenues. The City Council has adopted such an extension amendment for Greenleaf, Whittier Boulevard and Earthquake Recovery Projects. By approving such an amendment of the eligible redevelopment plans, the City Council extended by one year the effective life of each of the three Project Areas and extended the period within which the Agency may repay indebtedness from tax increment revenues by a similar one year period. These extensions of time are reflected in the projections and in the Project Area limits shown in Section II B, Table D. After the State’s budget for 2004-05 was approved by the legislature and signed by the Governor, Senate Bill 1096 was adopted. Pursuant to SB 1096, redevelopment agencies within the State paid a combined total of $250 million to ERAF in each of fiscal years 2004-05 and 2005-06 using the same formula as was used for 2003-04. Annual payments were due on May 10 of each fiscal year. As in previous years, payments were allowed to be made from any available funds other than the Housing Fund. If an agency was unable to make a payment, it was allowed to borrow up to 50 percent of the current year tax revenues, however, such
Whittier Redevelopment Agency Fiscal Consultant’s Report May 10, 2007
D - 17
borrowed amounts must be repaid to the Housing Fund within 10 years of the last ERAF payment (May 10, 2006). The Agency’s portion of the statewide ERAF requirement for 2004-05 was $347,839. The Agency’s 2005-06 payment amount was $389,497. The ERAF requirement were subordinate to the payment of debt service on the existing bonds. SB 1096 made provision for extensions of project area effectiveness of one year for each of the two payments required. For Project Areas that have less than 10 years of plan effectiveness remaining after June 30, 2005 a one year extension is authorized. For Project Areas that have more than 10 years and less than 20 years of plan effectiveness remaining after June 30, 2005 a one year extension is authorized if the City Council can make certain findings that the Agency is in compliance with specified state housing requirements. These requirements are: 1) that the Agency is setting aside 20 percent of gross tax increment revenue; 2) housing implementation plans are in place; 3) replacement housing and inclusionary housing requirements are being met; and, 4) no excess surplus exists. For those Project Areas with more than 20 years of plan effectiveness remaining after June 30, 2005 no extension of time is authorized. In addition, for Project Areas that have less than 10 years of plan effectiveness remaining after June 30, 2006 a one year extension is authorized. For Project Areas that have more than 10 years and less than 20 years of plan effectiveness remaining after June 30, 2006 a one year extension is authorized if the City Council can make certain findings that the Agency is in compliance with specified state housing requirements. These requirements are: 1) that the Agency is setting aside 20 percent of gross tax increment revenue; 2) housing implementation plans are in place; 3) replacement housing and inclusionary housing requirements are being met; and, 4) no excess surplus exists. For those Project Areas with more than 20 years of plan effectiveness remaining after June 30, 2006 no extension of time is authorized. On January 23, 2007, the City Council adopted Ordinance No. 2885, amending the Greenleaf Project and Ordinance No. 2886, amending the Whittier Boulevard Project in accordance with SB 1096. The amendments are reflected in the Redevelopment Plan limits shown in Table C, above. The Earthquake Recovery and Commercial Corridor Projects are not eligible for extension under SB 1096. In addition to the ERAF provisions described above, the Agency cannot predict whether the State Legislature will enact any other legislation requiring additional or increased future shifts of tax increment revenues to the State and/or to schools, whether through an arrangement similar to ERAF or by other arrangements, and, if so, the effect on future tax revenues. The State budget for 2006-07 was adopted with no provision for requiring redevelopment agencies to make payments to ERAF from tax increment revenues. VII. Base Year Adjustments per Section 33676 Earthquake Recovery Project As discussed earlier in the Report, the Project Area was adopted by the Agency on November 24, 1987. From January 1, 1985 through December 31, 1994, Section 33676 of the Law provided that upon adoption of a resolution, a taxing entity could opt to receive its share of general levy revenue on inflationary growth of the base year real property value for the duration of the project area’s life. Taxing entities that adopted such a resolution were not permitted to enter into tax sharing agreements. None of the taxing entities opted to adopt such resolutions. Beginning in Fiscal Year 2001-02 and pursuant to the Auditor-Controller’s understanding of a recent judicial finding (see Section B below), the following school districts that have not entered into a tax sharing agreement with the Agency began receiving base year adjustment payments: East Whittier School District Whittier City School District Whittier Union High School District
Whittier Redevelopment Agency Fiscal Consultant’s Report May 10, 2007
D - 18
Rio Hondo Community College District Los Angeles County Office of Education All payments received by taxing entities under Section 33676 are directly allocated to such taxing entities by the Auditor-Controller from revenues derived from the Earthquake Recovery Project. These payments are based on the revenue derived from the inflationary adjustment of the Project Area’s base year real property value. The base year real property value is adjusted each year based on that year’s inflationary factor of up to 2 percent. This inflation adjusted value is compared to the original base year real property value to determine the amount of incremental inflationary growth. Each of the taxing entities above is allocated their pro rated share of the revenue derived from this incremental inflationary growth. Because these amounts are deemed by the Law to be “base year” revenues and not tax increment revenues, the Agency may deduct the amount allocated to these taxing entities from its Gross Tax Revenue amounts before calculating its Housing Set-Aside Requirement (see Section V above). The Auditor-Controller allocates to these taxing entities 23.44% of the revenue derived from inflationary growth of base year real property value. F. Court Decisions Santa Ana Decision The State Court of Appeals upheld a Superior Court decision which held the Santa Ana School District had the right to receive payments from the Orange County Redevelopment Agency pursuant to a resolution adopted by the School District in 1999 under former Section 33676(a) of the Law (Santa Ana Unified School District v. Orange County Redevelopment Agency; App. 4 Dist. 2001 108 Cal. Rptr.2d 770, 90 Cal. App 4th 404, review denied). Former Section 33676(a)(2) provided that, unless a negotiated tax sharing agreement had been entered into, upon passage of a resolution prior to adoption of a redevelopment plan, affected taxing agencies and every school and community college district could elect to be allocated increases in the assessed value of taxable property in the project area based on inflation growth (the 2% Property Tax Increase). Former Section 33676(a)(2) was repealed as part of major revisions made to the Law pursuant to the Reform Act of 1993 (AB 1290). The changes to the Law contained in AB1290 were effective as of January 1, 1994. The Court of Appeals affirmed the lower court ruling that due to an amendment to former Section 33676(a) that was adopted in 1984 and became effective on January 1, 1985, school and community college districts were to automatically receive the 2% Property Tax Increase even without adopting the appropriate resolution prior to the adoption of a redevelopment plan. Only the Earthquake Recovery Project was adopted during the effectiveness of Section 33676(a)(2) and is subject to the effects of this decision (see Section VII A above). VIII. New Development Real property represents assessed valuations for land and improvements. New real property developments taking place in the Project Areas consist of industrial and commercial developments. The new development assumptions incorporated into this report include new construction, which is presently under way and anticipated to be completed in the near future or property transfer activities that occurred after the January 1, 2006 lien date and through December 31, 2006 and are not reflected on the current year tax rolls. The values contained in this section unless otherwise stated are based on building permit data provided by the City. The impacts of these new developments are included in the projections and shown in detail on Table 4 (New Development) of the projection for each of the Project Areas.
Whittier Redevelopment Agency Fiscal Consultant’s Report May 10, 2007
D - 19
Commercial Corridor Project Whittwood Town Center - Construction has been completed on the commercial portion of the Whittwood Town Center commercial, with the exception of one restaurant pad. The Assessor recently enrolled an improvement value for the CVS store of $2,410,000 on the 2006-07 roll. On November 1, 2006, LNR Whittwood Town Center LLC sold portions of the Whittwood Town Center to Morgan Stanley. Based on documentary transfer tax received by the City, Morgan Stanley purchased the property for $79.5 million. Two of the parcels included in the sale are located outside of the Commercial Corridor Project. We have adjusted the purchase price to $79,187,136 to reflect the projected sales price of the two parcels. It is anticipated the sale of the Whittwood Town Center will add $19,913,281 to the 2007-08 tax roll. Construction was completed on an International House of Pancake restaurant located on the northern western portion of the Whittwood Town Center. Based on building permit value, it is anticipated that $277,900 of improvement value will be added to the 2007-08 tax roll. Ravello – Conveniently located adjacent to the Whittwood Town Center, the Ravello is being developed by MBK Homes. This development consists of 114 town homes offering five floor plans approximately 1,644 to 1,838 square feet with three to four bedrooms and 2 ½ to 4 bathrooms and two car attached garage. Construction is underway on 78 town homes including the six models. The model grand opening is scheduled for summer 2007 with the first town homes available for occupancy in August 2007. MBK Homes released 12 townhomes from the first phase on March 10, 2007. Construction on the remaining 36 homes is expected to begin during the summer 2007. Prices are currently at $538,990 for Residence One (3 bedrooms/3 bath), $557,270 for Residence Two (3 bedrooms/2 ½ bath), $578,990 for Residence Three (3 bedroom/3 bath), $595,990 for Residence Four (4 bedroom/4 bath) and $580,060 for Residence Five (3 bedroom/2 ½ baths. For the purpose of the projections, it is anticipated that $11,025,758 of value will be added to the 2007-08 tax roll and $17,641,212 to the 2008-09 tax roll. California Domestic Water Company - Construction is currently underway on a water reservoir. Based on the building permit value, it is anticipated that $4,000,000 of improvement value will be added to 2007-08 tax roll. IX. Trended Taxable Value Growth Growth in real property land and improvement values have been limited to an assumed rate of growth of real property taxable values of two percent annually as allowed under Article XIIIA of the State Constitution. A two percent growth rate has been assumed because it is the maximum inflationary growth rate permitted by law and this rate of growth has been achieved in all but four years since 1981. The years in which less than two percent growth was realized were 1983-84 (1.0%), 1995-96 (1.19%), 1996-97 (1.11%) and 1999-00 (1.85%) and 2004-05 (1.867%). If in future years the growth of taxable value in the project area is less than two percent, the resultant Tax Increment Revenues would be reduced. HdL Coren & Cone make no representation that taxable values will actually grow at two percent. Future values will also be affected by changes of ownership and new construction not reflected in our projections. In addition, the values of property previously reduced in value due to assessment appeals based on reduced market values could increase more than two percent when real estate values increase more than two percent (see Section IV A above). Seismic activity and environmental conditions such as hazardous substances that are not anticipated in this report might also impact property taxes and Tax Increment Revenue. HdL Coren & Cone makes no representation that taxable values will actually grow at the rate projected. Anticipated revenues could be adjusted as a result of unidentified assessment appeal refunds, other Assessor corrections discussed previously, or unanticipated increases or decreases in property tax values. Estimated valuations from developments included in this analysis are based upon our understanding of the general practices of the Los Angeles County Assessor and Auditor-Controller’s Office. General assessment practices are subject to policy changes, legislative changes, and the individual appraiser's judgment. While
Whittier Redevelopment Agency Fiscal Consultant’s Report May 10, 2007
D - 20
we believe our estimates to be reasonable, taxable values resulting from actual appraisals may vary from the amounts assumed in the projections.
Whittier 2006/2006 FCR 6 - Housing
Whi
ttier
Red
evel
opm
ent A
genc
yW
hitti
er R
edev
elop
men
t Pro
ject
Are
asPr
ojec
tion
of H
ousi
ng R
even
ues
10-M
ay-0
7(0
00s
Om
itted
)
Whi
ttier
Eart
hqua
keC
omm
erci
alG
reen
leaf
Bou
leva
rdR
ecov
ery
Cor
ridor
Proj
ect
Proj
ect
Proj
ect
Proj
ect
Tota
l1
2006
-07
311
273
565
278
1,42
62
2007
-08
322
282
607
387
1,59
83
2008
-09
329
289
624
444
1,68
64
2009
-10
336
295
642
466
1,73
85
2010
-11
343
302
659
488
1,79
26
2011
-12
350
309
677
511
1,84
77
2012
-13
358
316
696
534
1,90
38
2013
-14
366
323
715
557
1,96
09
2014
-15
374
330
734
581
2,01
910
2015
-16
382
338
753
606
2,07
811
2016
-17
390
346
773
631
2,13
912
2017
-18
398
353
793
656
220
112
2017
-18
398
353
793
656
2,20
113
2018
-19
407
361
814
682
2,26
414
2019
-20
415
369
835
709
2,32
815
2020
-21
424
378
857
736
2,39
416
2021
-22
433
386
879
763
2,46
117
2022
-23
442
395
901
791
2,52
918
2023
-24
452
403
924
820
2,59
919
2024
-25
461
412
947
849
2,67
020
2025
-26
471
421
971
879
2,74
321
2026
-27
250
431
995
910
2,58
622
2027
-28
044
01,
020
941
2,40
123
2028
-29
045
01,
045
972
2,46
824
2029
-30
046
01,
071
1,00
52,
536
2520
30-3
10
470
1,09
81,
038
2,60
526
2031
-32
00
1,12
41,
071
2,19
627
2032
-33
00
1,15
21,
106
2,25
728
2033
-34
00
1,18
01,
140
2,32
029
2034
-35
00
1,20
81,
176
2,38
430
2035
-36
00
1,23
71,
213
2,45
031
2036
-37
00
1,26
71,
250
2,51
632
2037
-38
00
1,29
71,
288
2,58
4
Tota
ls8,
012
9,13
229
,061
25,4
7671
,680
F:\B
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Ser
vice
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x A
lloca
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Bon
ds\W
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TAB
Pro
ject
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9\H
ousi
ng R
even
ue T
otal
Whi
ttier
Red
evel
opm
ent A
genc
yW
hitti
er R
edev
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men
t Pro
ject
Are
asTO
P TE
N T
AXA
BLE
PR
OPE
RTY
OW
NER
S (1
)10
-May
-07
Tabl
e 5
Secu
red
Uns
ecur
edTo
tal
% o
f%
of
%
of
%
of
Incr
emen
tal
Ow
ner
Valu
ePa
rcel
sA
VVa
lue
Parc
els
AV
Valu
e
To
tal V
alue
U
seVa
lue
1
P
PF
RTL
156
03 W
hittw
ood
Lane
(2)
59,2
73,8
55$
11
7.
80%
-$
-
0.00
%59
,273
,855
$
7.
15%
Reg
iona
l Sho
ppin
g C
ente
r -
Targ
et, J
C P
enny
, Sea
rs,
Mer
vyns
, Pet
Sm
art,
Cos
t Plu
s
13.9
5%
2
G
MS
Fiv
e LL
C$5
3,31
7,96
111
7.01
%$0
00.
00%
53,3
17,9
616.
44%
Reg
iona
l Sho
ppin
g C
ente
rQ
uad
at W
hitti
erR
alph
s, O
ld N
avy,
TJ
Max
x,
Bur
lingt
on C
oat F
acto
ry,
Sta
ples
, Mic
hael
s A
rts a
nd
Cra
ft S
tore
, Pet
co
12.5
5%
3
W
hitti
er M
arke
tpla
ce26
,335
,865
$
1
3.46
%-
$
-
0.
00%
26,3
35,8
65$
3.18
%C
omm
unity
Sho
ppin
g C
ente
rR
alph
s S
uper
mar
ket,
Gra
nd
Buf
fet,
Blo
ckbu
ster
, M
cDon
ald s
6.20
%
4
L
& P
Pro
perty
Man
agem
ent C
ompa
ny15
,326
,593
4
2.02
%3,
207,
665
1
4.71
%18
,534
,258
2.
24%
Hea
vy M
anuf
actu
ring,
W
areh
ousi
ngL
& P
Wire
Tie
Legg
ett &
Pla
tt In
corp
orat
ed
4.36
%
5
M
BK
Ver
rado
LLC
15,1
02,1
20
1
1.
99%
-
-
0.00
%15
,102
,120
1.
82%
Res
iden
tial,
Vac
ant L
and
Rav
ello
Tow
n H
ome
Dev
elop
men
t
3.56
%
6
M
GP
XX
XIII
LLC
$12,
444,
000
61.
64%
-
-
0.00
%12
,444
,000
1.50
%R
esid
entia
lM
erril
l Gar
dens
- S
enio
r H
ousi
n g C
ompl
ex
2.93
%
7
G
reen
leaf
Hot
el In
c.6,
762,
735
$
3
0.
89%
2,20
0,00
0$
1
3.
23%
8,96
2,73
5$
1.
08%
Hot
el -
50+
Roo
ms
Whi
ttier
Rad
isso
n H
otel
2.11
%
8
S
chw
arzb
latt
& S
irebr
enik
Par
tner
s8,
739,
360
1
1.
15%
-
-
0.00
%8,
739,
360
1.05
%C
omm
erci
al S
uper
mar
ket,
Offi
ce B
uild
ing
Trad
er J
oes,
Jen
's H
allm
ark
Sto
re, C
oldw
ell B
ank
Rea
lt y
2.06
%
9
In
terh
ealth
Cor
pora
tion
7,85
8,87
4
3
1.03
%-
-
0.
00%
7,85
8,87
4
0.
95%
Pro
fess
iona
l Bui
ldin
g, H
eavy
M
anuf
actu
ring
Was
hing
ton
Mag
netic
R
esou
rce
Cen
ter
1.85
%
10
W
hitti
er In
terc
omm
unity
Med
ical
Par
tner
s$7
,215
,071
100.
95%
$20,
000
10.
03%
7,23
5,07
10.
87%
Med
ical
Offi
ce B
uild
ing
Doc
tors
Med
ical
Cen
ter
1.70
%
Tota
l21
2,37
6,43
4$
51
27.9
3%5,
427,
665
$
3
7.97
%21
7,80
4,09
9$
26
.29%
Pro
ject
Are
a A
sses
sed
Val
uatio
n To
tals
:76
0,34
2,94
9$
68
,082
,718
$
828,
425,
667
$
Pro
ject
Are
a In
crem
enta
l Val
ue T
otal
s:41
3,76
0,12
5$
51
.33%
11,0
40,8
62$
49
.16%
424,
800,
987
$
51.2
7%
(1)
2006
-07
top
prop
erty
ow
ners
cur
rent
as
of A
pril
2, 2
007.
(2)
Pro
perti
es c
ompr
ise
the
Whi
ttwoo
d To
wn
Cen
ter.
F:\B
ond
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vice
s\Ta
x A
lloca
tion
Bon
ds\W
hitti
er 2
006\
TAB
Pro
ject
ion
9\C
omm
erci
al C
orrid
or
Whi
ttier
Red
evel
opm
ent A
genc
yG
reen
leaf
Ave
nue/
Upt
own
Whi
ttier
Red
evel
opm
ent P
roje
ctPr
ojec
tion
of In
crem
enta
l Tax
able
Val
ue &
Tax
Incr
emen
t Rev
enue
(000
's O
mitt
ed)
10-M
ay-0
7
Tabl
e 1
- Gre
enle
af/U
ptow
n W
hitti
er
Taxa
ble
Valu
es (1
)20
06-0
720
07-0
820
08-0
920
09-1
020
10-1
120
11-1
220
12-1
320
13-1
420
14-1
520
15-1
6 R
eal P
rope
rty (2
)16
7,73
317
3,39
317
6,86
118
0,39
918
4,00
718
7,68
719
1,44
019
5,26
919
9,17
520
3,15
8 P
erso
nal P
rope
rty (3
)6,
131
6,13
16,
131
6,13
16,
131
6,13
16,
131
6,13
16,
131
6,13
1To
tal P
roje
cted
Val
ue17
3,86
417
9,52
418
2,99
218
6,52
919
0,13
719
3,81
819
7,57
120
1,40
020
5,30
520
9,28
9
Taxa
ble
Valu
e ov
er B
ase
20,8
8915
2,97
515
8,63
616
2,10
316
5,64
116
9,24
917
2,92
917
6,68
218
0,51
118
4,41
718
8,40
0
Gro
ss T
ax In
crem
ent R
even
ue (4
)1,
538
1,59
41,
629
1,66
41,
700
1,73
71,
775
1,81
41,
853
1,89
3U
nita
ry T
ax R
even
ue15
1515
1515
1515
1515
15G
ross
Rev
enue
s1,
553
1,60
91,
643
1,67
91,
715
1,75
21,
790
1,82
81,
868
1,90
8
SB
2557
Adm
in. F
ee (5
)(1
9)(2
0)(2
0)(2
1)(2
1)(2
2)(2
2)(2
2)(2
3)(2
3) H
ousi
ng S
et A
side
Req
uire
men
t (6)
(311
)(3
22)
(329
)(3
36)
(343
)(3
50)
(358
)(3
66)
(374
)(3
82)
Pass
Thr
ough
to T
axin
g En
titie
s C
ount
y of
Los
Ang
eles
(7)
(194
)(2
12)
(223
)(2
34)
(245
)(2
57)
(269
)(2
81)
(293
)(3
06)
Cou
nty
Floo
d C
ontro
l Dis
trict
(7)
(8)
(9)
(10)
(10)
(11)
(11)
(12)
(12)
(13)
(13)
Con
solid
ated
Fire
Pro
tect
ion
Dis
trict
(7)
(102
)(1
11)
(117
)(1
23)
(129
)(1
35)
(141
)(1
48)
(154
)(1
61)
Cou
nty
Offi
ce o
f Edu
catio
n (7
)(2
)(2
)(2
)(2
)(2
)(3
)(3
)(3
)(3
)(3
)SB
211
Sta
tuto
ry T
ax S
harin
g Pa
ymen
ts:
All
Oth
er T
axin
g En
titie
s Ti
er 1
(9)
(13)
(14)
(16)
(17)
(18)
(19)
(20)
(21)
(22)
(23)
All
Oth
er T
axin
g En
titie
s Ti
er 2
(9)
00
00
00
00
(1)
(2)
Tax
Rev
enue
s90
591
992
893
794
695
696
697
698
599
4
Subo
rdin
ate
Pass
Thr
ough
Whi
ttier
Uni
on H
SD &
Whi
ttier
City
SD
(8)
00
00
00
00
00
Net
Tax
Rev
enue
s90
591
992
893
794
695
696
697
698
599
4
(1)
Taxa
ble
valu
es a
s re
porte
d by
Los
Ang
eles
Cou
nty.
(2)
Rea
l pro
perty
con
sist
s of
land
and
impr
ovem
ents
. In
crea
sed
for n
ew tr
ansf
er s
ales
(see
Tab
le 4
) and
at 2
% a
nnua
lly fo
r inf
latio
n.In
200
7-08
, val
ues
wer
e re
duce
d by
$74
3,45
3 fo
r est
imat
ed v
alue
loss
from
two
pend
ing
appe
als.
(3)
Pers
onal
pro
perty
is h
eld
cons
tant
at 2
006-
07 le
vel.
(4)
Proj
ecte
d G
ross
Tax
Incr
emen
t is
base
d up
on in
crem
enta
l tax
able
val
ues
fact
ored
aga
inst
an
assu
med
Pro
ject
tax
rate
and
adj
uste
d fo
rin
debt
edne
ss a
ppro
ved
by v
oter
s pr
ior t
o 19
89.
The
assu
med
futu
re ta
x ra
tes
decl
ine
to $
1.00
47 p
er $
100
of ta
xabl
e va
lue
over
2 y
ears
.(5
)Lo
s An
gele
s C
ount
y Ad
min
istra
tive
Cha
rges
are
est
imat
ed a
t 1.2
3% o
f Gro
ss R
even
ue.
(6)
Hou
sing
Set
Asi
de c
alcu
late
d at
20%
of G
ross
Rev
enue
.(7
)Si
nce
the
proj
ect t
ax in
crem
ent r
even
ues
rece
ived
by
the
Agen
cy e
xcee
ds $
20 m
illion
, th
e C
ount
y (3
9.69
%),
Cou
nty
Floo
d C
ontro
l Dis
trict
(1.3
6%),
Con
solid
ated
Fire
Pro
tect
ion
Dis
trict
(14.
7%),
Fore
ster
and
Fire
War
den
(2%
) and
the
Los
Ange
les
Cou
nty
Offi
ce o
f Edu
catio
n re
ceiv
e th
eir f
ull s
hare
s of
gen
eral
levy
tax
incr
emen
t on
the
incr
emen
tal v
alue
abo
ve th
e 19
93-9
4as
sess
men
t rol
l unl
ess
defe
rral
is re
ques
ted
by th
e Ag
ency
. If
defe
rral
is re
ques
ted,
the
Cou
nty
and
LAC
OE
will
rece
ive
thei
r pro
rata
sha
res
of th
e in
flatio
n gr
owth
on
the
1993
-94
asse
ssm
ent r
oll r
eal p
rope
rty v
alue
. Th
e am
ount
s pa
id to
the
Cou
nty
and
LAC
OE
are
net o
fho
usin
g se
t asi
de.
The
Agen
cy's
obl
igat
ions
to m
ake
the
paym
ents
requ
ired
unde
r the
agr
eem
ent a
re s
ubor
dina
te to
the
paym
ent o
fan
y in
debt
edne
ss e
xist
ing
as o
f the
effe
ctiv
e da
te o
f the
agr
eem
ent a
nd a
ny re
fund
ing
of th
at in
debt
edne
ss in
the
futu
re.
(8)
Begi
nnin
g in
fisc
al y
ear 2
004-
05, W
hitti
er U
nion
HSD
and
the
Whi
ttier
City
SD
rece
ive
a va
ryin
g po
rtion
of t
heir
com
bine
d sh
are
(20.
75%
)of
Gro
ss R
even
ues
depe
ndin
g on
the
annu
al a
mou
nt o
f Gro
ss R
even
ues
rece
ived
by
the
Agen
cy a
ttrib
utab
le to
incr
ease
s in
ass
esse
dva
luat
ion
abov
e th
e va
luat
ion
show
n on
the
1992
-93
asse
ssm
ent r
oll.
The
Dis
trict
rece
ives
10%
of t
heir
shar
e w
hen
asse
ssed
valu
atio
n in
the
Proj
ect A
rea
is le
ss th
an $
368
milli
on, 2
0% w
hen
asse
ssed
val
uatio
n is
bet
wee
n $3
68 m
illion
and
$65
4 m
illion
and
25%
whe
n as
sess
ed v
alua
tion
exce
ed $
654
milli
on.
Amou
nts
due
to th
e Sc
hool
Dis
trict
are
net
of h
ousi
ng s
et a
side
. Th
e Ag
ency
'sob
ligat
ion
to m
ake
the
paym
ent t
o th
e Sc
hool
Dis
trict
are
sub
ordi
nate
to d
ebt s
ervi
ce o
n th
e Bo
nds.
(9)
By th
e ad
optio
n of
an
amen
dmen
t to
the
Red
evel
opm
ent P
lan
unde
r the
term
s of
SB
211,
the
Agen
cy h
as e
limin
ated
the
Plan
's ti
me
limit
for i
ncur
ranc
e of
new
deb
t. B
y th
e el
imin
atio
n of
this
lim
it, th
e Ag
ency
is re
quire
d to
mak
e st
atut
ory
tax
shar
ing
paym
ents
as
outli
ned
in th
e H
ealth
and
Saf
ety
Cod
e be
ginn
ing
in th
e fis
cal y
ear f
ollo
win
g th
e da
te o
f the
elim
inat
ed ti
me
limit
(Jan
. 1, 2
004)
. U
sing
the
asse
ssed
valu
es fo
r 200
3-04
as
a ba
se y
ear a
nd b
egin
ning
in 2
004-
05, T
axin
g En
titie
s th
at d
o no
t hav
e ex
istin
g ta
x sh
arin
g ag
reem
ents
rece
ive
thei
r sh
ares
of 2
5% o
f tax
incr
emen
t rev
enue
net
of h
ousi
ng s
et a
side
. In
add
ition
, beg
inni
ng in
the
11th
yea
r afte
r the
initi
atio
n of
sta
tuto
ry ta
x sh
arin
g pa
ymen
ts, T
axin
g En
titie
s re
ceiv
e 21
% o
f tax
reve
nue
on in
crem
enta
l val
ue a
bove
10t
h ye
ar v
alue
net
of h
ousi
ng s
et a
side
. Be
ginn
ing
in th
e 31
st y
ear a
fter i
nitia
tion
of s
tatu
tory
tax
shar
ing
paym
ents
, Tax
ing
Entit
ies
also
rece
ive
14%
of t
ax re
venu
e on
incr
emen
tal
valu
eab
ove
the
year
30va
lue
neto
fhou
sing
seta
side
Whi
ttier
Red
evel
opm
ent A
genc
yG
reen
leaf
Ave
nue/
Upt
own
Whi
ttier
Red
evel
opm
ent P
roje
ctPr
ojec
tion
of In
crem
enta
l Tax
able
Val
ue &
Tax
Incr
emen
t Rev
enue
10-M
ay-0
7(0
00s
Om
itted
)
Tabl
e 2
- Gre
enle
af/U
ptow
n W
hitti
er Taxa
ble
Valu
eTo
tal
Ove
r Bas
eG
ross
Tax
SB 2
557
Hou
sing
Pass
-Thr
ough
sTa
xSu
bord
inat
eN
et T
axTa
xabl
e Va
lue
20,8
89R
even
ueC
harg
eSe
t-Asi
deA
gree
men
tsTi
er 1
Tier
2R
even
ues
Pass
Thr
ough
Rev
enue
s1
2006
-07
173,
864
152,
975
1,55
3(1
9)(3
11)
(306
)(1
3)0
905
090
52
2007
-08
179,
524
158,
636
1,60
9(2
0)(3
22)
(334
)(1
4)0
919
091
93
2008
-09
182,
992
162,
103
1,64
3(2
0)(3
29)
(351
)(1
6)0
928
092
84
2009
-10
186,
529
165,
641
1,67
9(2
1)(3
36)
(369
)(1
7)0
937
093
75
2010
-11
190,
137
169,
249
1,71
5(2
1)(3
43)
(387
)(1
8)0
946
094
66
2011
-12
193,
818
172,
929
1,75
2(2
2)(3
50)
(406
)(1
9)0
956
095
67
2012
-13
197,
571
176,
682
1,79
0(2
2)(3
58)
(424
)(2
0)0
966
096
68
2013
-14
201,
400
180,
511
1,82
8(2
2)(3
66)
(444
)(2
1)0
976
097
69
2014
-15
205,
305
184,
417
1,86
8(2
3)(3
74)
(463
)(2
2)(1
)98
50
985
1020
15-1
620
9,28
918
8,40
01,
908
(23)
(382
)(4
83)
(23)
(2)
994
099
411
2016
-17
213,
352
192,
463
1,94
8(2
4)(3
90)
(504
)(2
5)(3
)1,
004
01,
004
1220
17-1
821
7,49
719
6,60
81,
990
(24)
(398
)(5
24)
00
1,04
30
1,04
3
Stat
utor
y Ta
x Sh
arin
g (2
)
1220
1718
217,
497
196,
608
1,99
0(2
4)(3
98)
(524
)0
01,
043
01,
043
1320
18-1
922
1,72
420
0,83
52,
033
(25)
(407
)(5
45)
00
1,05
60
1,05
614
2019
-20
226,
036
205,
147
2,07
6(2
6)(4
15)
(567
)0
01,
068
01,
068
1520
20-2
123
0,43
420
9,54
52,
120
(26)
(424
)(5
89)
00
1,08
10
1,08
116
2021
-22
234,
920
214,
031
2,16
5(2
7)(4
33)
(612
)0
01,
094
01,
094
1720
22-2
323
9,49
621
8,60
72,
211
(27)
(442
)(6
35)
00
1,10
7(2
17)
890
1820
23-2
424
4,16
322
3,27
42,
258
(28)
(452
)(6
58)
00
1,12
1(2
25)
896
1920
24-2
524
8,92
422
8,03
52,
306
(28)
(461
)(6
82)
00
1,13
4(2
32)
902
2020
25-2
625
3,77
923
2,89
12,
355
(29)
(471
)(7
06)
00
1,14
9(2
41)
908
2120
26-2
7(1
)25
8,73
223
7,84
41,
252
(15)
(250
)(3
64)
00
623
(226
)39
722
2027
-28
00
00
00
00
00
023
2028
-29
00
00
00
00
00
024
2029
-30
00
00
00
00
00
025
2030
-31
00
00
00
00
00
026
2031
-32
00
00
00
00
00
027
2032
-33
00
00
00
00
00
028
2033
-34
00
00
00
00
00
029
2034
-35
00
00
00
00
00
030
2035
-36
00
00
00
00
00
0
40,0
59(4
93)
(8,0
12)
(10,
352)
(207
)(6
)20
,988
(1,1
40)
19,8
48
(1)
By
the
adop
tion
of a
n am
endm
ent t
o th
e R
edev
elop
men
t Pla
n un
der t
he te
rms
of S
B10
96, t
he la
st d
ate
to re
pay
debt
with
Tax
Incr
emen
t Rev
enue
will
be F
ebru
ary
5, 2
027.
(2)
Und
er th
e te
rms
of S
B 2
11, t
he S
tatu
tory
Tax
Sha
ring
Pay
men
t obl
igat
ion
term
inat
es a
t the
exp
iratio
n of
the
Pla
n.
Foot
note
s: s
ee T
able
1
F:\B
ond
Ser
vice
s\Ta
x A
lloca
tion
Bon
ds\W
hitti
er 2
006\
TAB
Pro
ject
ion
9\G
reen
leaf
Whi
ttier
Red
evel
opm
ent A
genc
yG
reen
leaf
Ave
nue/
Upt
own
Whi
ttier
Red
evel
opm
ent P
roje
ctH
isto
rical
Val
ues
(1)
10-M
ay-0
7
Tabl
e 3
- Gre
enle
af/U
ptow
n W
hitti
er
Bas
e Ye
arS
ecur
ed (2
)19
73-7
419
97-9
819
98-9
919
99-0
020
00-0
120
01-0
220
02-0
320
03-0
420
04-0
520
05-0
620
06-0
7La
nd7,
674,
187
43,2
75,2
0843
,249
,908
43,9
47,1
8145
,480
,669
47,8
44,3
3349
,320
,737
54,2
18,2
8158
,479
,991
64,0
70,1
9474
,525
,825
Impt
s10
,864
,185
58,7
58,5
3658
,320
,794
62,0
82,4
8964
,294
,138
66,7
05,8
5970
,730
,208
75,8
78,2
3079
,271
,409
85,4
33,9
3189
,135
,160
Pers
Pro
p77
7,56
017
7,92
842
9,72
040
1,10
338
6,32
644
5,76
042
7,94
31,
522,
649
1,00
2,33
01,
961,
196
1,03
8,38
2Ex
empt
ions
(228
,440
)(6
,425
,974
)(4
,565
,523
)(6
,686
,622
)(7
,035
,417
)(7
,302
,228
)(1
,890
,953
)(7
,011
,128
)(7
,861
,392
)(8
,018
,614
)(8
,385
,982
)
Tota
l Sec
ured
19,0
87,4
9295
,785
,698
97,4
34,8
9999
,744
,151
103,
125,
716
107,
693,
724
118,
587,
935
124,
608,
032
130,
892,
338
143,
446,
707
156,
313,
385
Uns
ecur
edLa
nd0
00
00
00
00
00
Impt
s54
3,76
01,
923,
661
1,99
8,41
12,
521,
907
2,97
9,56
55,
800,
163
3,87
3,21
62,
958,
851
2,58
5,96
53,
111,
412
4,48
5,91
6Pe
rs P
rop
1,25
7,61
14,
368,
821
3,99
3,25
94,
540,
013
4,27
4,95
76,
511,
235
5,40
6,54
63,
952,
020
5,23
7,36
24,
263,
053
5,09
2,52
3Ex
empt
ions
00
00
00
0(5
,000
)(5
,000
)0
0
Tota
l Uns
ecur
ed1,
801,
371
6,29
2,48
25,
991,
670
7,06
1,92
07,
254,
522
12,3
11,3
989,
279,
762
6,90
5,87
17,
818,
327
7,37
4,46
59,
578,
439
GR
AND
TO
TAL
20,8
88,8
6310
2,07
8,18
010
3,42
6,56
910
6,80
6,07
111
0,38
0,23
812
0,00
5,12
212
7,86
7,69
713
1,51
3,90
313
8,71
0,66
515
0,82
1,17
216
5,89
1,82
4
Tran
sfer
Sal
es (3
):7,
972,
413
Adju
sted
Tot
al17
3,86
4,23
7
Incr
emen
tal V
alue
:81
,189
,317
82,5
37,7
0685
,917
,208
89,4
91,3
7599
,116
,259
106,
978,
834
110,
625,
040
117,
821,
802
129,
932,
309
152,
975,
374
Annu
al C
hang
e:1.
66%
4.09
%4.
16%
10.7
6%7.
93%
3.41
%6.
51%
10.2
8%17
.73%
(1)
Sour
ce: C
ount
y of
Los
Ang
eles
Lie
n D
ate
Rol
ls.
(2)
Secu
red
valu
es in
clud
e st
ate
asse
ssed
non
-uni
tary
util
ity p
rope
rty.
(3)
Ref
lect
sTra
nsfe
r Sal
es b
ased
on
con
firm
ed D
ocum
enta
ry T
rans
fer T
ax re
ceiv
ed b
y th
e C
ity.
F:\B
ond
Ser
vice
s\Ta
x A
lloca
tion
Bon
ds\W
hitti
er 2
006\
TAB
Pro
ject
ion
9\G
reen
leaf
Whi
ttier
Red
evel
opm
ent A
genc
yG
reen
leaf
Ave
nue/
Upt
own
Whi
ttier
Red
evel
opm
ent P
roje
ctN
ew D
evel
opm
ent
10-M
ay-0
7
Tabl
e 4
- Gre
enle
af/U
ptow
n W
hitti
er
000'
s om
itted
SqFt
/To
tal
Less
Tota
l Val
ueR
EAL
Uni
tsVa
lue
Valu
eEx
istin
gA
dded
Star
tC
ompl
ete
2006
-07
2007
-08
2008
-09
2009
-10
2010
-11
2011
-12
Res
iden
tial D
evel
opm
ent
00
00
00
00
00
00
00
00
00
00
00
00
00
00
00
00
0C
omm
erci
al D
evel
opm
ent
00
00
00
00
00
00
00
00
00
00
00
00
00
00
00
00
0Tr
ansf
er S
ales
bas
ed o
n c
onfir
med
Doc
umen
tary
Tr
ansf
er T
ax re
ceiv
ed b
y C
ityTr
ansf
er S
ales
(Jan
uary
1, 2
006
thru
Jun
e 30
, 200
6)14
014
,409
,909
6,43
7,49
67,
972
7,97
20
00
00
Tran
sfer
Sal
es (J
uly
1, 2
006
thru
Sep
tem
ber 3
0, 2
006)
180
8,72
0,00
05,
858,
926
2,86
10
2,86
10
00
0
Tran
sfer
Sal
es R
epor
ted
by D
ataQ
uick
Ser
vice
sTr
ansf
er S
ales
(Jan
uary
1, 2
006
thru
Dec
embe
r 31,
200
61
042
0,00
021
7,28
220
30
203
00
00
Tota
l Rea
l Pro
pert
y:23
,549
,909
12,5
13,7
0411
,036
7,97
23,
064
00
00
2.0%
00
00
PER
SON
AL
Star
tC
ompl
ete
00
00
00
00
00
00
00
00
00
00
00
00
00
00
00
00
0
Tota
l Per
sona
l Pro
pert
y:0
00
00
00
00
T
otal
Rea
l and
Per
sona
l Pro
pert
y:7,
972
3,06
40
00
0
F:\B
ond
Serv
ices
\Tax
Allo
catio
n Bo
nds\
Whi
ttier
200
6\TA
B Pr
ojec
tion
9\G
reen
leaf
Adj
. Ann
ually
for I
nfla
tion
@
Whi
ttier
Red
evel
opm
ent A
genc
yG
reen
leaf
Ave
nue/
Upt
own
Whi
ttier
Red
evel
opm
ent P
roje
ctTO
P TE
N T
AXAB
LE P
RO
PER
TY O
WN
ERS
(1)
10-M
ay-0
7
Tabl
e 5
- Gre
enle
af/U
ptow
n W
hitti
er
Secu
red
Uns
ecur
edTo
tal
% o
f%
of
%
of
%
of
Incr
emen
tal
Ow
ner
Valu
ePa
rcel
sAV
Valu
ePa
rcel
sAV
Valu
e
To
tal V
alue
U
seVa
lue
1
G
reen
leaf
Hot
el In
c.6,
762,
735
$
3
4.
12%
2,20
0,00
0$
1
22
.97%
8,96
2,73
5$
5.
16%
Whi
ttier
Rad
isso
n H
otel
5.86
%
2
A
lber
tson
s In
c. (2
)6,
761,
271
1
4.
12%
1,23
4,95
6
1
12
.89%
7,99
6,22
7
4.
60%
Gro
cery
Sup
erm
arke
t5.
23%
3
M
ozes
& J
. Fei
ner 1
984
Trus
t6,
464,
000
2
3.
93%
-
-
0.
00%
6,46
4,00
0
3.
72%
Wal
gree
ns P
harm
acy
4.23
%
4
G
unte
r LLC
5,50
0,00
0
2
3.35
%-
-
0.00
%5,
500,
000
3.16
%M
edic
al O
ffice
Bui
lidin
g, R
etai
l S
tore
3.60
%
5
G
reen
leaf
Squ
are
LP5,
304,
000
1
3.
23%
-
-
0.
00%
5,30
4,00
0
3.
05%
Wel
ls F
argo
Ban
k O
ffice
Bu
ildin
g3.
47%
6Fi
rstS
tate
sIn
vest
ors
5000
ALL
C3
976
929
22
42%
--
000
%3
976
929
229
%B
ank
ofA
mer
ica
Offi
ce2
60%
6
Fi
rst S
tate
s In
vest
ors
5000
A L
LC3,
976,
929
2
2.
42%
-
-
0.
00%
3,97
6,92
9
2.29
%B
ank
of A
mer
ica
Offi
ce
Builid
ing,
Par
king
Lot
2.60
%
7
V
illage
Gre
en In
c.3,
335,
102
4
2.
03%
3,00
0
1
0.
03%
3,33
8,10
2
1.
92%
Uni
que
Hom
e G
alle
ry F
urni
ture
S
tore
2.18
%
8
W
hitti
er A
rea
Fede
ral C
redi
t Uni
on2,
749,
673
3
1.
67%
-
-
0.
00%
2,74
9,67
3
1.
58%
Whi
ttier
Are
a Fe
dera
l Cre
dit
Uni
on1.
80%
9
S
outh
land
Dis
play
Co.
Inc.
2,26
0,00
0
1
1.38
%-
-
0.00
%2,
260,
000
1.30
%B
ee's
Flo
wer
s an
d G
ifts,
City
C
otto
n an
d R
esid
entia
l1.
48%
10
Q
uake
r City
Fed
eral
Sav
ings
& L
oan
Ass
ocia
tes
2,29
2,17
5
2
1.40
%-
-
0.00
%2,
292,
175
1.32
%B
anco
Pop
ular
and
Par
king
Lo
t1.
50%
Tota
l45
,405
,885
$
21
27.6
4%3,
437,
956
$
3
35.8
9%48
,843
,841
$
28
.09%
Pro
ject
Are
a A
sses
sed
Val
uatio
n To
tals
:16
4,28
5,79
8$
9,
578,
439
$
17
3,86
4,23
7$
Pro
ject
Are
a In
crem
enta
l Val
ue T
otal
s:14
5,19
8,30
6$
31
.27%
7,77
7,06
8$
44.2
1%15
2,97
5,37
4$
31
.93%
(1)
2006
-07
top
prop
erty
ow
ners
cur
rent
as
of A
pril
2, 2
007.
(2)
Pen
ding
App
eal.
F:\B
ond
Ser
vice
s\Ta
x A
lloca
tion
Bon
ds\W
hitti
er 2
006\
TAB
Pro
ject
ion
9\G
reen
leaf
Whi
ttier
Red
evel
opm
ent A
genc
yW
hitti
er B
oule
vard
Red
evel
opm
ent P
roje
ctPr
ojec
tion
of In
crem
enta
l Tax
able
Val
ue &
Tax
Incr
emen
t Rev
enue
10-M
ay-0
7(0
00's
Om
itted
)
Tabl
e 1
- Whi
ttier
Bou
leva
rd
Taxa
ble
Valu
es (1
)20
06-0
720
07-0
820
08-0
920
09-1
020
10-1
120
11-1
220
12-1
320
13-1
420
14-1
520
15-1
6 R
eal P
rope
rty (2
)15
7,30
716
1,93
916
5,17
716
8,48
117
1,85
117
5,28
817
8,79
318
2,36
918
6,01
718
9,73
7 P
erso
nal P
rope
rty (3
)8,
126
8,12
68,
126
8,12
68,
126
8,12
68,
126
8,12
68,
126
8,12
6To
tal P
roje
cted
Val
ue16
5,43
317
0,06
517
3,30
417
6,60
717
9,97
718
3,41
418
6,92
019
0,49
619
4,14
319
7,86
3
Taxa
ble
Valu
e ov
er B
ase
31,8
2813
3,60
513
8,23
714
1,47
514
4,77
914
8,14
915
1,58
615
5,09
115
8,66
716
2,31
516
6,03
5
Gro
ss T
ax In
crem
ent R
even
ue (4
)1,
343
1,38
91,
421
1,45
51,
488
1,52
31,
558
1,59
41,
631
1,66
8U
nita
ry T
ax R
even
ue21
2121
2121
2121
2121
21G
ross
Rev
enue
s1,
365
1,41
01,
443
1,47
61,
510
1,54
41,
580
1,61
61,
652
1,69
0
LESS
: S
B 25
57 A
dmin
. Fee
(5)
(17)
(17)
(17)
(18)
(18)
(19)
(19)
(20)
(20)
(20)
Hou
sing
Set
Asi
de R
equi
rem
ent (
6)(2
73)
(282
)(2
89)
(295
)(3
02)
(309
)(3
16)
(323
)(3
30)
(338
) L
.A. C
ount
y Fi
re P
rote
ctio
n D
ist.
(7)
00
00
00
00
00
SB
211
Sta
tuto
ry T
ax S
harin
g: A
ll O
ther
Tax
ing
Entit
ies
Tier
1 (1
0)(1
2)(1
4)(1
4)(1
5)(1
6)(1
7)(1
8)(1
9)(2
0)(2
1) A
ll O
ther
Tax
ing
Entit
ies
Tier
2 (1
0)0
00
00
00
0(1
)(2
)
Tax
Rev
enue
s1,
063
1,09
81,
122
1,14
81,
173
1,19
91,
226
1,25
31,
280
1,30
8
Subo
rdin
ate
Obl
igat
ions
Pass
Thr
ough
s L
.A. C
ount
y G
en. F
und
(8)
00
00
00
00
00
L.A
. Cou
nty
Offi
ce o
f Edu
catio
n (8
)0
00
00
00
00
0 L
.A. C
ount
y Fl
ood
Con
trol D
ist.
(8)
00
00
00
00
00
WC
SDan
dW
UH
SDSh
ared
Cap
italF
unds
(9)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(6)
(6)
(6)
WC
SD a
nd W
UH
SD S
hare
d C
apita
l Fun
ds (9
)(5
)(5
)(5
)(5
)(5
)(5
)(5
)(6
)(6
)(6
)
Urb
atec
DD
A (1
1)(2
78)
(286
)(2
94)
(303
)(3
12)
(321
)(3
30)
(340
)(3
50)
(360
) C
ity C
oope
rativ
e Ag
reem
ent P
aym
ent (
12)
00
00
00
00
00
Ava
ilabl
e R
even
ues
780
807
823
839
856
873
890
908
925
942
(1)
Taxa
ble
valu
es a
s re
porte
d by
Los
Ang
eles
Cou
nty.
(2)
Rea
l pro
perty
con
sist
s of
land
and
impr
ovem
ents
. Inc
reas
ed fo
r new
dev
elop
men
t (se
e Ta
ble
4) a
nd a
t 2%
ann
ually
for i
nfla
tion.
In 2
007-
08, v
alue
s w
ere
redu
ced
by $
8,68
7 fo
r est
imat
ed v
alue
loss
from
one
pen
ding
app
eal.
(3)
Pers
onal
pro
perty
is h
eld
cons
tant
at 2
006-
07 le
vel.
(4)
Proj
ecte
d G
ross
Tax
Incr
emen
t is
base
d up
on in
crem
enta
l tax
able
val
ues
fact
ored
aga
inst
an
assu
med
Pro
ject
tax
rate
and
adj
uste
d fo
rin
debt
edne
ss a
ppro
ved
by v
oter
s af
ter 1
988.
The
ass
umed
futu
re ta
x ra
tes
decl
ine
to $
1.00
47 p
er $
100
of ta
xabl
e va
lue
over
2 y
ears
.(5
)L.
A C
ount
y Ad
min
istra
tion
fee
is e
stim
ated
at 1
.21%
of G
ross
Rev
enue
.(6
)H
ousi
ng S
et A
side
cal
cula
ted
at 2
0% o
f Gro
ss R
even
ue.
(7)
L.A.
Cou
nty
Fire
Con
trol D
istri
ct re
ceiv
es it
s sh
are
(16.
19%
) of g
ener
al le
vy ta
x in
crem
ent a
fter a
tota
l of $
34,5
00,0
00ha
s be
en re
ceiv
ed b
y th
e Ag
ency
.(8
)L.
A. C
ount
y G
ener
al F
und
(46.
88%
), O
ffice
of E
duca
tion
(0.3
9%),
and
Floo
d C
ontro
l Dis
t. (1
.65%
) rec
eive
thei
r sha
res
of th
ege
nera
l lev
y ta
x in
crem
ent n
et o
f Hou
sing
Set
-Asi
de a
fter a
tota
l of $
34.5
milli
on h
as b
een
rece
ived
by
the
Agen
cy.
Paym
ents
may
be
defe
rred
if n
eces
sary
to m
eet d
ebt s
ervi
ce.
(9)
Whi
ttier
Uni
on H
igh
Scho
ol D
istri
ct a
nd W
hitti
er C
ity S
choo
l Dis
trict
join
tly re
ceiv
e an
incr
easi
ng p
ortio
n of
thei
r com
bine
d sh
are
(21.
52%
)of
tax
incr
emen
t net
of h
ousi
ng s
et a
side
, beg
inni
ng w
ith 2
% o
f the
ir sh
are,
unt
il th
e Pr
ojec
ts A
rea'
s as
sess
ed v
alue
exc
eeds
$22
5 m
illion
.In
yea
rs w
hen
the
tax
incr
emen
t rev
enue
, net
of h
ousi
ng s
et a
side
, deb
t ser
vice
, tax
sha
ring
oblig
atio
ns a
nd A
genc
y op
erat
ing
cost
s is
nega
tive,
the
Agen
cy m
ay d
efer
98%
of t
he re
quire
d am
ount
to a
late
r dat
e. T
he S
choo
l Dis
trict
s' p
ass
thro
ugh
is s
ubor
dina
te to
deb
t ser
vice
.(1
0)By
the
adop
tion
of a
n am
endm
ent t
o th
e R
edev
elop
men
t Pla
n un
der t
he te
rms
of S
B 21
1, th
e Ag
ency
has
elim
inat
ed th
e Pl
an's
tim
e lim
itfo
r inc
urra
nce
of n
ew d
ebt.
By
the
elim
inat
ion
of th
is li
mit,
the
Agen
cy is
requ
ired
to m
ake
stat
utor
y ta
x sh
arin
g pa
ymen
ts a
s ou
tline
din
the
Hea
lth a
nd S
afet
y C
ode
begi
nnin
g in
the
fisca
l yea
r fol
low
ing
the
date
of t
he e
limin
ated
tim
e lim
it (J
an. 1
, 200
4).
Usi
ng th
e as
sess
edva
lues
for 2
003-
04 a
s a
base
yea
r and
beg
inni
ng in
200
4-05
, Tax
ing
Entit
ies
that
do
not h
ave
exis
ting
tax
shar
ing
agre
emen
ts re
ceiv
e th
eir
shar
es o
f 25%
of t
ax in
crem
ent r
even
ue n
et o
f hou
sing
set
asi
de.
In a
dditi
on, b
egin
ning
in th
e 11
th y
ear a
fter t
he in
itiat
ion
of s
tatu
tory
tax
shar
ing
paym
ents
, Tax
ing
Entit
ies
rece
ive
21%
of t
ax re
venu
e on
incr
emen
tal v
alue
abo
ve 1
0th
year
val
ue n
et o
f hou
sing
set
asi
de.
Begi
nnin
g in
the
31st
yea
r afte
r ini
tiatio
n of
sta
tuto
ry ta
x sh
arin
g pa
ymen
ts, T
axin
g En
titie
s al
so re
ceiv
e 14
% o
f tax
reve
nue
on in
crem
enta
l va
lue
abov
e th
e ye
ar 3
0 va
lue
net o
f hou
sing
set
asi
de.
(11)
The
Agen
cy h
as e
nter
ed in
to a
Dis
posi
tion
and
Dev
elop
men
t Agr
eem
ent w
ith U
rbat
ec to
faci
litat
e de
velo
pmen
t of t
he W
hitti
er Q
uad.
Age
ncy
agre
ed to
reim
burs
e de
velo
per
for i
ts p
aym
ent o
f spe
cial
taxe
s re
late
d to
the
Com
mun
ity F
acilit
ies
Dis
trict
No.
89-
1 Sp
ecia
l Tax
Bon
ds.
Paym
ents
are
bas
ed o
n ne
t tax
incr
emen
t rev
enue
s an
d 5
0% o
f the
sal
es ta
x ge
nera
ted
from
the
site
. Pa
ymen
ts b
egan
in 1
996-
97 a
nd a
nd a
re e
stim
ated
to c
ontin
ue th
roug
h 20
19-2
0. P
aym
ents
are
sub
ordi
nate
d to
deb
t ser
vice
on
the
Bond
s.(1
2)Pu
rsua
nt to
the
City
Loa
n, th
e Ag
ency
will
repa
y th
e C
ity fr
om a
ny a
vaila
ble
reve
nues
gen
erat
ed b
y th
e Ag
ency
. Pa
ymen
ts a
re s
ubor
dina
te to
deb
t ser
vice
on
the
Bond
s.
F:\B
ond
Serv
ices
\Tax
Allo
catio
n B
onds
\Whi
ttier
200
6\TA
B P
roje
ctio
n 8\
Whi
ttier
Blv
d.
Whi
ttier
Red
evel
opm
ent A
genc
yW
hitti
er B
oule
vard
Red
evel
opm
ent P
roje
ctPR
OJE
CTI
ON
OF
INC
REM
ENTA
L VA
LUE
AND
TAX
INC
REM
ENT
REV
ENU
E10
-May
-07
(000
s O
mitt
ed)
Tabl
e 2
- Whi
ttier
Bou
leva
rd
Tota
lTa
xabl
e Va
lue
Su
bord
inat
eC
ity
Taxa
ble
Ove
r Bas
eG
ross
Tax
SB 2
557
Hou
sing
Tax
Shar
ing
Tax
Tax
Shar
ing
Urb
atec
Coo
pera
tive
Avai
labl
e Ta
xVa
lue
31,8
28R
even
ueC
harg
eSe
t-Asi
deAg
reem
ents
Tier
1Ti
er 2
Rev
enue
sAg
reem
ents
DD
AAg
reem
ent
Rev
enue
s1
2006
-07
165,
433
133,
605
1,36
5(1
7)(2
73)
0(1
2)0
1,06
3(5
)(2
78)
078
02
2007
-08
170,
065
138,
237
1,41
0(1
7)(2
82)
0(1
4)0
1,09
8(5
)(2
86)
080
73
2008
-09
173,
304
141,
475
1,44
3(1
7)(2
89)
0(1
4)0
1,12
2(5
)(2
94)
082
34
2009
-10
176,
607
144,
779
1,47
6(1
8)(2
95)
0(1
5)0
1,14
8(5
)(3
03)
083
95
2010
-11
179,
977
148,
149
1,51
0(1
8)(3
02)
0(1
6)0
1,17
3(5
)(3
12)
085
66
2011
-12
183,
414
151,
586
1,54
4(1
9)(3
09)
0(1
7)0
1,19
9(5
)(3
21)
087
37
2012
-13
186,
920
155,
091
1,58
0(1
9)(3
16)
0(1
8)0
1,22
6(5
)(3
30)
089
08
2013
-14
190,
496
158,
667
1,61
6(2
0)(3
23)
0(1
9)0
1,25
3(6
)(3
40)
090
89
2014
-15
194,
143
162,
315
1,65
2(2
0)(3
30)
0(2
0)(1
)1,
280
(6)
(350
)0
925
1020
15-1
619
7,86
316
6,03
51,
690
(20)
(338
)0
(21)
(2)
1,30
8(6
)(3
60)
094
211
2016
-17
201,
658
169,
830
1,72
8(2
1)(3
46)
0(2
3)(3
)1,
336
(6)
(371
)0
959
1220
17-1
820
5,52
917
3,70
01,
767
(21)
(353
)0
(24)
(4)
1,36
4(6
)(3
82)
097
713
2018
-19
209,
477
177,
648
1,80
6(2
2)(3
61)
(288
)(2
5)(5
)1,
106
(98)
(393
)0
614
1420
19-2
021
3,50
418
1,67
51,
847
(22)
(369
)(2
94)
(26)
(6)
1,12
9(1
02)
(405
)0
623
1520
20-2
121
7,61
118
5,78
31,
888
(23)
(378
)(3
01)
(27)
(7)
1,15
3(1
05)
(417
)0
631
1620
21-2
222
1,80
118
9,97
31,
930
(23)
(386
)(3
08)
(28)
(8)
1,17
7(1
08)
(429
)0
640
1720
2223
226
074
194
246
197
3(2
4)(3
95)
(314
)0
01
240
(173
)(4
42)
062
5
Stat
utor
y Ta
x Sh
arin
g
1720
22-2
322
6,07
419
4,24
61,
973
(24)
(395
)(3
14)
00
1,24
0(1
73)
(442
)0
625
1820
23-2
423
0,43
319
8,60
52,
017
(24)
(403
)(3
22)
00
1,26
7(1
78)
(455
)0
634
1920
24-2
523
4,88
020
3,05
12,
061
(25)
(412
)(3
29)
00
1,29
5(1
83)
(468
)0
644
2020
25-2
623
9,41
520
7,58
62,
107
(26)
(421
)(3
36)
00
1,32
4(1
88)
(482
)0
653
2120
26-2
724
4,04
021
2,21
22,
153
(26)
(431
)(3
44)
00
1,35
3(4
90)
(497
)0
366
2220
27-2
824
8,75
921
6,93
02,
201
(27)
(440
)(3
51)
00
1,38
3(5
02)
(512
)0
369
2320
28-2
925
3,57
122
1,74
32,
249
(27)
(450
)(3
59)
00
1,41
3(5
14)
(527
)0
372
2420
29-3
025
8,48
022
6,65
22,
299
(28)
(460
)(3
67)
00
1,44
4(5
26)
(127
)0
791
2520
30-3
126
3,48
723
1,65
92,
349
(28)
(470
)(3
75)
00
1,47
6(5
39)
00
937
2620
31-3
2(1
)0
00
00
00
00
00
00
2720
32-3
30
00
00
00
00
00
00
2820
33-3
40
00
00
00
00
00
00
2920
34-3
50
00
00
00
00
00
00
3020
35-3
60
00
00
00
00
00
00
45,6
59(5
53)
(9,1
32)
(4,2
87)
(321
)(3
3)31
,332
(3,7
71)
(9,0
82)
018
,479
(1)
(1)
By
the
adop
tion
of a
n am
endm
ent t
o th
e R
edev
elop
men
t Pla
n un
der t
he te
rms
of S
B10
96, t
he la
st d
ate
to re
pay
debt
with
Tax
Incr
emen
t Rev
enue
will
be N
ovem
ber 2
8, 2
031.
F:\B
ond
Serv
ices
\Tax
Allo
catio
n Bo
nds\
Whi
ttier
200
6\TA
B Pr
ojec
tion
8\W
hitti
er B
lvd.
Whi
ttier
Red
evel
opm
ent A
genc
yW
hitti
er B
oule
vard
Red
evel
opm
ent P
roje
ctH
ISTO
RIC
AL
VALU
ES (1
)10
-May
-07
Tabl
e 3
- Whi
ttier
Bou
leva
rd
Bas
e Ye
arS
ecur
ed (2
)19
78-7
919
97-9
819
98-9
919
99-0
020
00-0
120
01-0
220
02-0
320
03-0
420
04-0
520
05-0
620
06-0
7La
nd9,
655,
535
45,3
51,7
7146
,692
,238
49,6
29,4
9353
,037
,328
54,8
50,6
6857
,579
,525
60,9
26,7
4163
,403
,286
70,9
09,5
8078
,019
,626
Impt
s9,
654,
454
38,1
70,5
4242
,438
,862
45,5
24,6
8148
,066
,525
49,7
38,5
6352
,878
,993
58,6
80,1
5861
,525
,125
66,3
46,9
2969
,591
,777
Per
s P
rop
600,
576
790,
870
590,
215
426,
787
454,
791
537,
631
590,
918
530,
149
139,
475
173,
615
228,
539
Exe
mpt
ions
(229
,660
)0
0(4
,160
,601
)(4
,243
,712
)(4
,328
,486
)(4
,414
,955
)(5
,108
,909
)(1
99,6
52)
(203
,644
)(5
,248
,914
)
Tota
l Sec
ured
19,6
80,9
0584
,313
,183
89,7
21,3
1591
,420
,360
97,3
14,9
3210
0,79
8,37
610
6,63
4,48
111
5,02
8,13
912
4,86
8,23
413
7,22
6,48
014
2,59
1,02
8
Uns
ecur
edLa
nd0
00
00
00
00
00
Impt
s3,
339,
440
5,26
4,07
24,
676,
507
4,06
9,87
38,
077,
767
3,51
0,52
32,
971,
027
3,18
9,94
13,
269,
646
4,31
7,82
05,
115,
864
Per
s P
rop
8,80
8,04
88,
726,
810
12,5
07,1
639,
579,
725
4,70
0,93
65,
367,
923
5,20
5,07
65,
220,
477
4,87
7,09
65,
963,
167
7,89
7,72
5E
xem
ptio
ns0
(2,2
00)
(5,0
00)
00
00
00
00
Tota
l Uns
ecur
ed12
,147
,488
13,9
88,6
8217
,178
,670
13,6
49,5
9812
,778
,703
8,87
8,44
68,
176,
103
8,41
0,41
88,
146,
742
10,2
80,9
8713
,013
,589
GR
AN
D T
OTA
L31
,828
,393
98,3
01,8
6510
6,89
9,98
510
5,06
9,95
811
0,09
3,63
510
9,67
6,82
211
4,81
0,58
412
3,43
8,55
713
3,01
4,97
614
7,50
7,46
715
5,60
4,61
7
Less
Exe
mpt
ions
(3):
(4,6
51,2
15)
(207
,716
)
Tran
sfer
Sal
es (4
):10
,036
,492
Adj
uste
d G
rand
Tot
al:
142,
856,
252
165,
433,
393
Incr
emen
tal V
alue
:66
,473
,472
75,0
71,5
9273
,241
,565
78,2
65,2
4277
,848
,429
82,9
82,1
9191
,610
,164
101,
186,
583
111,
027,
859
133,
605,
000
Ann
ual C
hang
e:12
.93%
-2.4
4%6.
86%
-0.5
3%6.
59%
10.4
0%10
.45%
9.73
%20
.33%
(1)
Sou
rce:
Cou
nty
of L
os A
ngel
es(2
) S
ecur
ed v
alue
s in
clud
e st
ate
asse
ssed
non
-uni
tary
util
ity p
rope
rty.
(3) A
djus
ted
for o
ne e
xem
ptio
n no
t ref
lect
ed o
n th
e 20
05-0
6 Li
en D
ate
Rol
l and
one
exe
mpt
ion
not r
efle
cted
on
the
2006
-07
Lien
Dat
e R
oll.
(4)
Ref
lect
sTra
nsfe
r Sal
es b
ased
on
con
firm
ed D
ocum
enta
ry T
rans
fer T
ax re
ceiv
ed b
y th
e C
ity.
F:\B
ond
Ser
vice
s\Ta
x A
lloca
tion
Bon
ds\W
hitti
er 2
006\
TAB
Pro
ject
ion
8\W
hitti
er B
lvd.
Whi
ttier
Red
evel
opm
ent A
genc
yW
hitti
er B
oule
vard
Red
evel
opm
ent P
roje
ctN
ew D
evel
opm
ent
10-M
ay-0
7
Tabl
e 4
- Whi
ttier
Bou
leva
rd
000'
s om
itted
SqFt
/To
tal
Less
Tota
l Val
ueR
EAL
Uni
tsVa
lue
Valu
eEx
istin
gA
dded
Star
tC
ompl
ete
2006
-07
2007
-08
2008
-09
2009
-10
2010
-11
2011
-12
Res
iden
tial D
evel
opm
ent
00
00
00
00
00
00
00
00
00
00
00
00
00
00
00
00
0C
omm
erci
al D
evel
opm
ent
00
00
00
00
00
00
00
00
00
00
00
00
00
00
00
00
0Tr
ansf
er S
ales
bas
ed o
n c
onfir
med
Doc
umen
tary
Tr
ansf
er T
ax re
ceiv
ed b
y C
ityTr
ansf
er S
ales
(Jan
uary
1, 2
006
thru
Jun
e 30
, 200
6)15
018
,192
,500
8,15
6,00
810
,036
10,0
360
00
00
Tran
sfer
Sal
es (J
uly
1, 2
006
thru
Sep
tem
ber 3
0, 2
006)
80
4,10
5,00
02,
610,
687
1,49
40
1,49
40
00
0
Tran
sfer
Sal
es R
epor
ted
by D
ataQ
uick
Ser
vice
sTr
ansf
er S
ales
(Jan
uary
1, 2
006
thru
Dec
embe
r 31,
200
60
00
00
00
00
00
Tota
l Rea
l Pro
pert
y:22
,297
,500
10,7
66,6
9511
,531
10,0
361,
494
00
00
2.0%
00
00
PER
SON
AL
Star
tC
ompl
ete
00
00
00
00
00
00
00
00
00
00
00
00
00
00
00
00
0
Tota
l Per
sona
l Pro
pert
y:0
00
00
00
00
T
otal
Rea
l and
Per
sona
l Pro
pert
y:10
,036
1,49
40
00
0
F:\B
ond
Serv
ices
\Tax
Allo
catio
n Bo
nds\
Whi
ttier
200
6\TA
B Pr
ojec
tion
8\W
hitti
er B
lvd.
Adj
. Ann
ually
for I
nfla
tion
@
Whi
ttier
Red
evel
opm
ent A
genc
yW
hitti
er B
oule
vard
Red
evel
opm
ent P
roje
ctTO
P TE
N T
AXAB
LE P
RO
PER
TY O
WN
ERS
(1)
10-M
ay-0
7
Tabl
e 5
- Whi
ttier
Bou
leva
rd
Secu
red
Uns
ecur
edTo
tal
% o
f%
of
%
of
%
of
Incr
emen
tal
Ow
ner
Valu
ePa
rcel
sAV
Valu
ePa
rcel
sAV
Valu
e
To
tal V
alue
U
seVa
lue
1
W
hitti
er M
arke
tpla
ce26
,335
,865
$
1
17.2
8%-
$
-
0.00
%26
,335
,865
$
15
.92%
Com
mun
ity S
hopp
ing
Cen
ter
Ral
phs
Sup
erm
arke
t, G
rand
B
uffe
t, B
lock
bust
er,
McD
onal
ds
19.7
1%
2
Z
Mar
a V
ista
LLC
5,70
0,00
0
1
3.74
%-
-
0.00
%5,
700,
000
3.45
%H
eavy
Man
ufac
turin
gZi
eman
Man
ufac
turin
g C
ompa
ny/Z
eim
an T
raile
rs
4.27
%
3
W
hitti
er P
ines
Par
tner
s LL
C3,
980,
000
1
2.
61%
-
-
0.
00%
3,98
0,00
0
2.
41%
Res
iden
tial
Whi
ttier
Pin
es A
partm
ents
2.98
%
4
Th
eodo
re E
. Ras
mus
sen
Jr. C
ompa
ny T
rust
3,33
3,14
7
10
2.19
%-
-
0.00
%3,
333,
147
2.01
%Li
ght M
anuf
atur
ing,
W
areh
ouse
, Par
king
Lot
Ras
mus
sen
Fire
plac
e, B
BQ
an
d Fi
re L
ogs
2.49
%
ad
eog
s
5
R
oyal
Ant
ique
Cen
ter L
LC2,
918,
754
1
1.
91%
-
-
0.
00%
2,91
8,75
4
1.
76%
Ret
ail C
omm
erci
alR
icha
rd's
Ant
ique
Cen
ter
2.18
%
6
W
hitti
er S
elf S
tora
ge P
artn
ers
LLC
2,50
5,80
3
1
1.64
%-
-
0.00
%2,
505,
803
1.51
%M
ini S
tora
ge F
acilit
yA
-Am
eric
an S
elf S
tora
ge1.
88%
7
Ja
ck P
. & J
ean
Moi
seiff
Tru
st2,
494,
734
1
1.
64%
-
-
0.
00%
2,49
4,73
4
1.
51%
Res
iden
tial
The
Aris
tocr
at A
partm
ents
1.87
%
8
P
ublic
Sto
rage
Pro
perti
es X
V In
c.2,
383,
619
1
1.
56%
-
-
0.
00%
2,38
3,61
9
1.
44%
War
ehou
seP
ublic
Sto
rage
1.78
%
9
M
onar
ch P
hila
delp
hia
LLC
2,25
2,24
9
1
1.48
%-
-
0.00
%2,
252,
249
1.36
%H
eavy
Man
ufac
turin
gR
ams
Man
ufac
turin
g In
c.1.
69%
10
Jo
hn M
. Sch
oole
r2,
079,
182
1
1.
36%
-
-
0.
00%
2,07
9,18
2
1.
26%
Min
i Sto
rage
Fac
ility
Spa
cem
an S
elf S
tora
ge1.
56%
Tota
l53
,983
,353
$
19
35.4
2%-
$
-
0.00
%53
,983
,353
$
32
.63%
Pro
ject
Are
a A
sses
sed
Val
uatio
n To
tals
:15
2,41
9,80
4$
13
,013
,589
$
165,
433,
393
$
Pro
ject
Are
a In
crem
enta
l Val
ue T
otal
s:13
2,73
8,89
9$
40
.67%
866,
101
$
0.00
%13
3,60
5,00
0$
40
.41%
(1)
2006
-07
top
prop
erty
ow
ners
cur
rent
as
of A
pril
2, 2
007.
F:\B
ond
Serv
ices
\Tax
Allo
catio
n Bo
nds\
Whi
ttier
200
6\TA
B Pr
ojec
tion
8\W
hitti
er B
lvd.
Whi
ttier
Red
evel
opm
ent A
genc
yW
hitti
er E
arth
quak
e R
ecov
ery
Red
evel
opm
ent P
roje
ct A
rea
Proj
ectio
n of
Incr
emen
tal T
axab
le V
alue
& T
ax In
crem
ent R
even
ue10
-May
-07
(000
's O
mitt
ed)
Tabl
e 1
- Ear
thqu
ake
Rec
over
y
Taxa
ble
Valu
es (1
)20
06-0
720
07-0
820
08-0
920
09-1
020
10-1
120
11-1
220
12-1
320
13-1
420
14-1
520
15-1
6 R
eal P
rope
rty (2
)44
2,82
346
5,41
847
4,72
648
4,22
149
3,90
550
3,78
351
3,85
952
4,13
653
4,61
954
5,31
1 P
erso
nal P
rope
rty (3
)16
,307
16,3
0716
,307
16,3
0716
,307
16,3
0716
,307
16,3
0716
,307
16,3
07To
tal P
roje
cted
Val
ue45
9,13
048
1,72
549
1,03
350
0,52
851
0,21
252
0,09
053
0,16
654
0,44
355
0,92
656
1,61
8
Taxa
ble
Valu
e ov
er B
ase
170,
550
288,
581
311,
175
320,
484
329,
978
339,
663
349,
541
359,
616
369,
894
380,
376
391,
069
Gro
ss T
ax In
crem
ent R
even
ue (4
)2,
977
3,19
93,
295
3,39
23,
492
3,59
43,
698
3,80
33,
911
4,02
1U
nita
ry T
ax R
even
ue1
11
11
11
11
1G
ross
Rev
enue
s2,
977
3,20
03,
295
3,39
33,
493
3,59
43,
698
3,80
43,
912
4,02
2 L
A C
O O
ffice
of E
duca
tion
Bas
e Y
ear A
dj. (
5)(3
)(3
)(3
)(3
)(3
)(3
)(4
)(4
)(4
)(4
) E
ast W
hitti
er S
D B
ase
Yea
r Adj
. (6)
(12)
(13)
(14)
(15)
(16)
(17)
(17)
(18)
(19)
(20)
Whi
ttier
City
SD
Bas
e Y
ear A
dj. (
7)(3
8)(4
0)(4
3)(4
6)(4
8)(5
1)(5
4)(5
7)(6
0)(6
3) W
hitti
er U
nion
Hig
h S
D B
ase
Yea
r Adj
. (8)
(87)
(93)
(99)
(106
)(1
12)
(119
)(1
25)
(132
)(1
39)
(146
)
Rio
Hon
do C
CD
Bas
e Y
ear A
dj. (
9)(1
3)(1
4)(1
5)(1
6)(1
7)(1
8)(1
9)(2
0)(2
1)(2
2)A
djus
ted
Gro
ss R
even
ues
2,82
53,
037
3,12
23,
208
3,29
73,
387
3,47
93,
573
3,66
83,
766
LESS
: S
B 2
557
Adm
in. F
ee (1
0)(3
6)(3
9)(4
0)(4
2)(4
3)(4
4)(4
5)(4
7)(4
8)(4
9) H
ousi
ng S
et A
side
Req
uire
men
t (11
)(5
65)
(607
)(6
24)
(642
)(6
59)
(677
)(6
96)
(715
)(7
34)
(753
)
Tax
Rev
enue
s2,
223
2,39
02,
457
2,52
52,
594
2,66
52,
738
2,81
12,
887
2,96
3
Subo
rdin
ate
Pass
Thr
ough
s L
.A. C
ount
y Fi
re D
istri
ct (1
2)(4
91)
(529
)(5
45)
(561
)(5
78)
(594
)(6
11)
(629
)(6
47)
(665
) L
.A. C
ount
y Fl
ood
Con
trol (
12)
(40)
(44)
(45)
(46)
(48)
(49)
(50)
(52)
(53)
(55)
L.A
. Cou
nty
Gen
eral
Fun
d (1
2)0
00
00
00
00
0
GM
S R
ealty
, LLC
DD
A P
aym
ent (
13)
(283
)(2
88)
(295
)(3
01)
(308
)(3
14)
(321
)(3
28)
(335
)(3
42)
City
Coo
pera
tive
Agr
eem
ent P
aym
ent (
14)
(340
)(3
61)
(376
)(3
91)
(407
)(4
23)
(440
)(4
57)
(476
)(4
95)
Net
Tax
Rev
enue
s1,
070
1,16
81,
197
1,22
61,
255
1,28
51,
315
1,34
51,
376
1,40
7
Whi
ttier
Red
evel
opm
ent A
genc
yW
hitti
er E
arth
quak
e R
ecov
ery
Red
evel
opm
ent P
roje
ct A
rea
Proj
ectio
n of
Incr
emen
tal T
axab
le V
alue
& T
ax In
crem
ent R
even
ue10
-May
-07
(000
's O
mitt
ed)
Tabl
e 1
- Ear
thqu
ake
Rec
over
y
(1)
Taxa
ble
valu
es a
s re
porte
d by
Los
Ang
eles
Cou
nty.
(2)
Rea
l pro
perty
con
sist
s of
land
and
impr
ovem
ents
. In
crea
sed
for t
rans
fer s
ales
(see
Tab
le 4
) and
2%
ann
ually
for i
nfla
tion.
In 2
007-
08, v
alue
s w
ere
redu
ced
by $
123,
000
for e
stim
ated
val
ue lo
ss fr
om o
ne p
endi
ng a
ppea
l.(3
)P
erso
nal p
rope
rty is
hel
d co
nsta
nt a
t 200
6-07
leve
l.(4
)P
roje
cted
Gro
ss T
ax In
crem
ent i
s ba
sed
upon
incr
emen
tal t
axab
le v
alue
s fa
ctor
ed a
gain
st a
n as
sum
ed P
roje
ct ta
x ra
te a
nd a
djus
ted
for
inde
bted
ness
app
rove
d by
vot
ers
afte
r 198
8. T
he a
ssum
ed fu
ture
tax
rate
dec
lines
ove
r fou
r yea
rs to
$1.
0047
per
$10
0 of
taxa
ble
valu
epr
oper
ties
with
in th
e M
etro
polit
an W
ater
Dis
trict
and
for p
arce
ls th
at a
re a
dditi
onal
ly in
the
Upt
own
Whi
ttier
Par
king
Dis
trict
the
assu
med
futu
re ta
x ra
te d
eclin
e to
$1.
1728
732
per $
100
of ta
xabl
e va
lue.
(5)
LA C
ount
y O
ffice
of E
duca
tion
rece
ives
it's
sha
re (0
.39%
) of b
ase
year
adj
ustm
ent p
er S
ectio
n 33
676.
(6)
Eas
t Whi
ttier
Sch
ool D
istri
ct re
ceiv
es it
's s
hare
(1.8
6%) o
f bas
e ye
ar a
djus
tmen
t per
Sec
tion
3367
6.(7
)W
hitti
er C
ity S
choo
l Dis
trict
rece
ives
it's
sha
re (5
.79%
) of b
ase
year
adj
ustm
ent p
er S
ectio
n 33
676.
(8)
Whi
ttier
Uni
on H
igh
Sch
ool D
istri
ct re
ceiv
es it
's s
hare
(13.
38%
) of b
ase
year
adj
ustm
ent p
er S
ectio
n 33
676.
(9)
Rio
Hon
do C
omm
unity
Col
lege
Dis
trict
rece
ives
it's
sha
re (2
.01%
) of b
ase
year
adj
ustm
ent p
er S
ectio
n 33
676.
(10)
L.A
. Cou
nty
Adm
inis
trativ
e fe
e is
est
imat
ed a
t 1.2
3% o
f Gro
ss R
even
ue.
(11)
Hou
sing
Set
Asi
deca
lcul
ated
at20
%of
Adj
uste
dG
ross
Rev
enue
(11)
Hou
sing
Set
Asi
de c
alcu
late
d at
20%
of A
djus
ted
Gro
ss R
even
ue.
(12)
L.A
. Cou
nty
Fire
Dis
trict
(17%
) and
L.A
. Cou
nty
Floo
d C
ontro
l (1.
4%) r
ecei
ve th
eir s
hare
s of
gen
eral
levy
tax
incr
emen
tre
venu
e. C
ount
y G
ener
al F
und
take
s no
sha
re u
ntil
Age
ncy'
s cu
mul
ativ
e in
crem
ent r
each
es $
100
milli
on o
r unt
il FY
200
3-04
.U
ntil
that
tim
e C
ount
y w
ill be
gin
to re
ceiv
e it'
s sh
are
(46%
) of "
resi
dual
" tax
incr
emen
t. R
esid
ual t
ax in
crem
ent i
s to
tal t
axin
crem
ent l
ess
pass
thro
ughs
, hou
sing
set
asi
de a
nd th
e pr
ojec
ted
tax
incr
emen
t rev
enue
s sh
own
in th
e ag
reem
ent's
Exh
ibit
A.
Beg
inni
ng in
203
1-32
, the
Cou
nty
Gen
eral
Fun
d re
ceiv
e th
eir s
hare
of g
ener
al le
vy ta
x in
crem
ent r
even
ue.
Pay
men
ts a
re s
ubor
dina
ted
to d
ebt s
ervi
ce o
n th
e B
onds
.(1
3)Th
e A
genc
y ha
s en
tere
d in
to a
Dis
posi
tion
and
Dev
elop
men
t Agr
eem
ent w
ith G
MS
Rea
tly, L
LC to
faci
litat
e de
velo
pmen
t of t
he W
hitti
er Q
uad.
Age
ncy
agre
ed to
reim
burs
e de
velo
per
for i
ts p
aym
ent o
f spe
cial
taxe
s re
late
d to
the
Com
mun
ity F
acilit
ies
Dis
trict
No.
199
1-1
1998
Spe
cial
Tax
Ref
undi
ng B
onds
. P
aym
ents
are
bas
ed o
n ne
t tax
incr
emen
t rev
enue
s an
d 5
0% o
f the
sal
es ta
x ge
nera
ted
from
the
site
. P
aym
ents
beg
an in
199
6-97
and
and
are
est
imat
ed to
con
tinue
thro
ugh
2019
-20.
Pay
men
ts a
re s
ubor
dina
ted
to d
ebt s
ervi
ce o
n th
e B
onds
.(1
4)P
ursu
ant t
o th
e C
ity L
oan,
the
Age
ncy
will
repa
y th
e C
ity fr
om a
ny a
vaila
ble
reve
nues
gen
erat
ed b
y th
e A
genc
y. P
aym
ents
are
sub
ordi
nate
to d
ebt s
ervi
ce o
n th
e B
onds
.
Bond
Ser
vice
s/Ta
x Al
loca
tion
Bond
s/W
hitti
er 2
006/
TAB
Proj
ectio
n 9/
Earth
quak
e R
ecov
ery
Whi
ttier
Red
evel
opm
ent A
genc
yW
hitti
er E
arth
quak
e R
ecov
ery
Red
evel
opm
ent P
roje
ct A
rea
Proj
ectio
n of
Incr
emen
tal T
axab
le V
alue
& T
ax In
crem
ent R
even
ue10
-May
-07
(000
s O
mitt
ed)
Tabl
e 2
- Ear
thqu
ake
Rec
over
y
Taxa
ble
Valu
e A
djus
ted
Subo
rdin
ate
City
N
et T
ax
Tota
lO
ver B
ase
Gro
ss T
axSB
255
7H
ousi
ngPa
ss-T
hrou
ghs
Coo
pera
tive
Incr
emen
tTa
xabl
e Va
lue
170,
550
Rev
enue
Cha
rge
Set-A
side
Tax
Rev
enue
sA
gree
men
tsD
DA
Pay
men
tsA
gree
men
tR
even
ues
120
06-0
745
9,13
028
8,58
12,
825
(36)
(565
)2,
223
(531
)(2
83)
(340
)1,
070
220
07-0
848
1,72
531
1,17
53,
037
(39)
(607
)2,
390
(573
)(2
88)
(361
)1,
168
320
08-0
949
1,03
332
0,48
43,
122
(40)
(624
)2,
457
(590
)(2
95)
(376
)1,
197
420
09-1
050
0,52
832
9,97
83,
208
(42)
(642
)2,
525
(607
)(3
01)
(391
)1,
226
520
10-1
151
0,21
233
9,66
33,
297
(43)
(659
)2,
594
(625
)(3
08)
(407
)1,
255
620
11-1
252
0,09
034
9,54
13,
387
(44)
(677
)2,
665
(643
)(3
14)
(423
)1,
285
720
12-1
353
0,16
635
9,61
63,
479
(45)
(696
)2,
738
(662
)(3
21)
(440
)1,
315
820
13-1
454
0,44
336
9,89
43,
573
(47)
(715
)2,
811
(681
)(3
28)
(457
)1,
345
920
14-1
555
0,92
638
0,37
63,
668
(48)
(734
)2,
887
(700
)(3
35)
(476
)1,
376
1020
15-1
656
1,61
839
1,06
93,
766
(49)
(753
)2,
963
(720
)(3
42)
(495
)1,
407
1120
16-1
757
2,52
440
1,97
53,
865
(51)
(773
)3,
042
(740
)(3
49)
(514
)1,
438
1220
1718
583
649
413
099
396
7(5
2)(7
93)
312
1(7
60)
(280
)(5
21)
155
912
2017
-18
583,
649
413,
099
3,96
7(5
2)(7
93)
3,12
1(7
60)
(280
)(5
21)
1,55
913
2018
-19
594,
996
424,
446
4,07
1(5
4)(8
14)
3,20
3(7
81)
00
2,42
214
2019
-20
606,
569
436,
020
4,17
6(5
5)(8
35)
3,28
6(8
02)
00
2,48
415
2020
-21
618,
375
447,
825
4,28
4(5
6)(8
57)
3,37
1(8
24)
00
2,54
716
2021
-22
630,
416
459,
866
4,39
4(5
8)(8
79)
3,45
7(8
46)
00
2,61
117
2022
-23
642,
698
472,
149
4,50
6(6
0)(9
01)
3,54
5(8
69)
00
2,67
618
2023
-24
655,
226
484,
676
4,62
0(6
1)(9
24)
3,63
5(2
,182
)0
01,
453
1920
24-2
566
8,00
449
7,45
54,
737
(63)
(947
)3,
727
(2,2
38)
00
1,48
920
2025
-26
681,
038
510,
489
4,85
6(6
4)(9
71)
3,82
0(2
,294
)0
01,
526
2120
26-2
769
4,33
352
3,78
34,
977
(66)
(995
)3,
916
(2,3
52)
00
1,56
422
2027
-28
707,
893
537,
344
5,10
1(6
8)(1
,020
)4,
013
(2,4
11)
00
1,60
223
2028
-29
721,
725
551,
176
5,22
7(7
0)(1
,045
)4,
112
(2,4
71)
00
1,64
124
2029
-30
735,
834
565,
284
5,35
6(7
1)(1
,071
)4,
214
(2,5
33)
00
1,68
125
2030
-31
750,
224
579,
675
5,48
8(7
3)(1
,098
)4,
317
(2,5
95)
00
1,72
126
2031
-32
764,
902
594,
353
5,62
2(7
5)(1
,124
)4,
422
(2,6
59)
00
1,76
327
2032
-33
779,
874
609,
325
5,75
8(7
7)(1
,152
)4,
530
(2,7
25)
00
1,80
528
2033
-34
795,
146
624,
596
5,89
8(7
9)(1
,180
)4,
639
(4,0
23)
00
617
2920
34-3
581
0,72
264
0,17
36,
040
(81)
(1,2
08)
4,75
1(4
,123
)0
062
830
2035
-36
826,
611
656,
061
6,18
5(8
3)(1
,237
)4,
865
(4,2
25)
00
640
3120
36-3
784
2,81
767
2,26
76,
333
(85)
(1,2
67)
4,98
1(4
,330
)0
065
232
2037
-38
859,
347
688,
797
6,48
4(8
7)(1
,297
)5,
100
(4,4
36)
00
664
145,
305
(1,9
21)
(29,
061)
114,
323
(57,
552)
(3,7
44)
(5,2
01)
47,8
26
Foot
note
s: s
ee T
able
1
Bon
d S
ervi
ces/
Tax
Allo
catio
n B
onds
/Whi
ttier
200
6/TA
B P
roje
ctio
n 9/
Ear
thqu
ake
Rec
over
y
Whi
ttier
Red
evel
opm
ent A
genc
yW
hitti
er E
arth
quak
e R
ecov
ery
Red
evel
opm
ent P
roje
ct A
rea
HIS
TOR
ICAL
VAL
UES
(1)
10-M
ay-0
7
Tabl
e 3
- Ear
thqu
ake
Rec
over
yR
evis
edB
ase
Year
Bas
e Ye
arSe
cure
d (2
)19
87-8
819
97-9
819
98-9
919
99-0
020
00-0
120
01-0
220
02-0
319
87-8
8 (3
)20
03-0
420
04-0
520
05-0
620
06-0
7La
nd62
,567
,477
125,
247,
108
123,
415,
166
126,
444,
415
131,
747,
249
138,
496,
956
141,
185,
946
62,0
60,0
0615
3,95
8,26
916
4,89
9,91
018
0,44
2,15
920
1,74
5,04
5Im
prov
emen
ts10
5,28
4,60
418
9,63
3,49
918
5,75
2,84
319
0,20
1,12
319
7,37
1,83
120
0,74
6,07
521
9,12
7,63
810
4,02
7,73
522
1,89
1,14
422
9,87
1,48
723
9,68
6,40
225
3,26
3,04
1Pe
rson
al P
rope
rty51
4,59
889
6,15
278
3,51
248
8,69
345
9,03
539
0,19
184
6,54
951
4,59
862
9,78
949
3,73
435
1,86
752
4,41
6Ex
empt
ions
(8,1
71,5
79)
(23,
215,
278)
(22,
183,
195)
(12,
069,
947)
(16,
709,
605)
(18,
806,
684)
(22,
646,
581)
(8,1
71,5
79)
(22,
951,
574)
(29,
781,
361)
(31,
525,
729)
(31,
921,
884)
Tota
l Sec
ured
160,
195,
100
292,
561,
481
287,
768,
326
305,
064,
284
312,
868,
510
320,
826,
538
338,
513,
552
158,
430,
760
353,
527,
628
365,
483,
770
388,
954,
699
423,
610,
618
Uns
ecur
edLa
nd0
00
00
00
00
00
0Im
prov
emen
ts4,
255,
518
6,77
9,22
013
,598
,807
12,9
17,8
4112
,689
,097
12,0
21,9
5611
,946
,007
4,25
5,51
812
,035
,413
11,0
24,6
6711
,286
,658
10,9
50,6
28Pe
rson
al P
rope
rty7,
974,
637
14,2
90,2
4515
,211
,671
13,8
13,4
9413
,722
,778
16,3
92,2
3417
,725
,421
7,97
4,63
718
,363
,214
16,1
36,4
9116
,891
,777
15,8
39,0
52Ex
empt
ions
(111
,400
)(2
7,70
0)(3
0,30
0)(1
7,00
0)(1
1,00
0)(1
3,00
0)(4
3,30
0)(1
11,4
00)
(13,
000)
(45,
500)
(51,
000)
(56,
300)
Tota
l Uns
ecur
ed12
,118
,755
21,0
41,7
6528
,780
,178
26,7
14,3
3526
,400
,875
28,4
01,1
9029
,628
,128
12,1
18,7
5530
,385
,627
27,1
15,6
5828
,127
,435
26,7
33,3
80
GR
AN
D T
OTA
L17
2,31
3,85
531
3,60
3,24
631
6,54
8,50
433
1,77
8,61
933
9,26
9,38
534
9,22
7,72
836
8,14
1,68
017
0,54
9,51
538
3,91
3,25
539
2,59
9,42
841
7,08
2,13
445
0,34
3,99
8
Exem
ptio
n Ad
just
men
t (4)
(1,4
33,3
14)
(1,5
38,0
48)
(3,9
31,2
32)
Appe
als
Adju
stm
ent (
5)(1
58,3
39)
00
Tran
sfer
Sal
es (6
)0
012
,717
,555
Adju
sted
Gra
nd T
otal
391,
007,
775
415,
544,
086
459,
130,
321
Incr
emen
tal V
alue
:14
1,28
9,39
114
4,23
4,64
915
9,46
4,76
416
6,95
5,53
017
6,91
3,87
319
5,82
7,82
521
3,36
3,74
022
0,45
8,26
024
4,99
4,57
128
8,58
0,80
6An
nual
Cha
nge:
2.08
%10
.56%
4.70
%5.
96%
10.6
9%8.
95%
3.33
%11
.13%
17.7
9%
(1)
Sour
ce: C
ount
y of
Los
Ang
eles
Lie
n D
ate
Rol
l.(2
) Se
cure
d va
lues
incl
ude
stat
e as
sess
ed n
on-u
nita
ry u
tility
pro
perty
.(3
) Bas
e Ye
ar V
alue
wer
e ad
just
ed to
refle
ct tr
ansf
er o
f ow
ners
hip
to a
gov
ernm
enta
l ent
ity fo
r lon
g te
rm ta
x ex
empt
use
.(4
) Adj
uste
d fo
r one
exe
mpt
ion
not r
efle
cted
on
the
2004
-05
Lien
Dat
e R
oll,
thre
e ex
empt
ions
not
refle
cted
on
the
2005
-06
Lien
Dat
e R
oll a
nd tw
o ex
empt
ions
not
refle
cted
on
the
2006
-07
Lien
Dat
e R
oll.
(5)
Adju
sted
for o
ne s
ucce
ssfu
l app
eal n
ot re
flect
ed o
n th
e 20
04-0
5 Li
en D
ate
Rol
l(6
) R
efle
ctsT
rans
fer S
ales
bas
ed o
n c
onfir
med
Doc
umen
tary
Tra
nsfe
r Tax
rece
ived
by
the
City
.
Bon
d S
ervi
ces/
Tax
Allo
catio
n B
onds
/Whi
ttier
200
6/TA
B P
roje
ctio
n 9/
Ear
thqu
ake
Rec
over
y
Whi
ttier
Red
evel
opm
ent A
genc
yW
hitti
er E
arth
quak
e R
ecov
ery
Red
evel
opm
ent P
roje
ct A
rea
New
Dev
elop
men
t10
-May
-07
Tabl
e 4
- Ear
thqu
ake
Rec
over
y
000'
s om
itted
SqFt
/To
tal
Less
Tota
l Val
ueR
EAL
Uni
tsVa
lue
Valu
eEx
istin
gA
dded
Star
tC
ompl
ete
2006
-07
2007
-08
2008
-09
2009
-10
2010
-11
2011
-12
Res
iden
tial D
evel
opm
ent
00
00
00
00
00
00
00
00
00
00
00
00
00
00
0C
omm
erci
al D
evel
opm
ent
00
00
00
00
00
00
00
00
00
00
00
Tran
sfer
Sal
es b
ased
on
con
firm
ed D
ocum
enta
ry
Tran
sfer
Tax
rece
ived
by
City
Tran
sfer
Sal
es (J
anua
ry 1
, 200
6 th
ru J
une
30, 2
006)
280
27,5
17,5
0014
,799
,945
12,7
1812
,718
00
00
0Tr
ansf
er S
ales
(Jul
y 1,
200
6 th
ru D
ecem
ber 3
1, 2
006)
330
27,2
00,0
0013
,943
,551
13,2
560
13,2
560
00
0
Tran
sfer
Sal
es R
epor
ted
by D
ataQ
uick
Ser
vice
sT
fS
l(J
120
06th
Db
3120
064
02
260
000
165
287
360
70
607
00
00
Tran
sfer
Sal
es (J
anua
ry 1
, 200
6 th
ru D
ecem
ber 3
1, 2
006
40
2,26
0,00
01,
652,
873
607
060
70
00
0
Tota
l Rea
l Pro
pert
y:56
,977
,500
30,3
96,3
6926
,581
12,7
1813
,864
00
00
2.0%
00
00
PER
SON
AL
Star
tC
ompl
ete
00
00
00
00
00
00
00
00
00
00
00
00
00
00
00
00
0
Tota
l Per
sona
l Pro
pert
y:0
00
00
00
00
T
otal
Rea
l and
Per
sona
l Pro
pert
y:12
,718
13,8
640
00
0
Bond
Ser
vice
s/Ta
x Al
loca
tion
Bond
s/W
hitti
er 2
006/
TAB
Proj
ectio
n 9/
Earth
quak
e R
ecov
ery
Adj
. Ann
ually
for I
nfla
tion
@
Whi
ttier
Red
evel
opm
ent A
genc
yW
hitti
er E
arth
quak
e R
ecov
ery
Red
evel
opm
ent P
roje
ct A
rea
TOP
TEN
TAX
ABLE
PR
OPE
RTY
OW
NER
S (1
)10
-May
-07
Tabl
e 5
- Ear
thqu
ake
Rec
over
y
% o
f%
of
%
of
%
of
Incr
emen
tal
Valu
e
Pa
rcel
sSe
c. A
VVa
lue
Parc
els
Uns
ec. A
VVa
lue
T
otal
Val
ue
Use
Cod
eVa
lue
1.G
MS
Fiv
e LL
C(P
endi
ng A
ppea
ls)
$53,
317,
961
1112
.33%
$00
0.00
%53
,317
,961
11.6
1%Q
uad
at W
hitti
erR
alph
s, O
ld N
avy,
TJ
Max
x,
Bur
lingt
on C
oat F
acto
ry,
Sta
ples
, Mic
hael
s A
rts a
nd
Cra
ft S
tore
, Pet
co
18.4
8%
2.M
GP
XXX
III L
LC$1
2,44
4,00
06
2.88
%$0
00.
00%
12,4
44,0
002.
71%
Mer
rill G
arde
ns4.
31%
- S
enio
r Hou
sing
Com
plex
3.W
hitti
er In
terc
omm
unity
Med
ical
Par
tne r
$7,2
15,0
7110
1.67
%$2
0,00
01
0.07
%7,
235,
071
1.58
%M
edic
al O
ffice
Bui
ldin
g2.
51%
4.N
MC
Tow
er L
LC$6
,375
,000
21.
47%
$00
0.00
%6,
375,
000
1.39
%R
etai
l Bui
ldin
g - B
ig L
ots
2.21
%B
ig L
ots
Furn
iture
Tota
lSe
cure
dU
nsec
ured
5.E
SS
Pris
a LL
C$6
,061
,916
41.
40%
$00
0.00
%6,
061,
916
1.32
%O
ffice
Bui
ldin
g an
d2.
10%
Sto
rage
US
A S
elf S
tora
ge
6.M
arcu
s C
able
Ass
ocia
tes
LP (2
)$0
00.
00%
$5,8
25,4
471
21.7
9%5,
825,
447
1.27
%C
able
TV
Ser
vice
2.02
%
7.H
ong
Kon
g M
etro
Rea
lty C
ompa
ny In
c.$5
,376
,029
41.
24%
$00
0.00
%5,
376,
029
1.17
%C
omm
erci
al B
uild
ing
1.86
%R
ite A
id
8.R
AS
Pro
perti
es$4
,600
,000
31.
06%
$00
0.00
%4,
600,
000
1.00
%K
limen
ko R
ealty
Offi
ce B
uild
ing
and
Par
king
Lot
1.59
%
9.P
ita G
ener
al C
orpo
ratio
n$4
,496
,516
21.
04%
$00
0.00
%4,
496,
516
0.98
%C
ypre
ss G
arde
ns a
t Whi
ttier
1.56
%A
ssis
ted
Livi
ng R
esid
ence
10.
GS
S In
vest
men
t Lim
ited
Par
tner
ship
$3,6
66,8
001
0.85
%$0
00.
00%
3,66
6,80
00.
80%
Sha
Reh
abilit
atio
n H
ealth
Car
e C
ente
r1.
27%
$103
,553
,293
4323
.95%
$5,8
45,4
472
21.8
7%$1
09,3
98,7
4023
.83%
$432
,396
,941
$26,
733,
380
$459
,130
,321
$273
,966
,181
37.8
0%$1
4,61
4,62
540
.00%
$288
,580
,806
37.9
1%
(1)
2006
-07
top
prop
erty
ow
ners
cur
rent
as
of A
pril
2, 2
007.
(2)
Pen
ding
App
eal.
Bond
Ser
vice
s/Ta
x Al
loca
tion
Bond
s/W
hitti
er 2
006/
TAB
Proj
ectio
n 9/
Earth
quak
e R
ecov
ery
Whi
ttier
Red
evel
opm
ent A
genc
yC
omm
erci
al C
orrid
or R
edev
elop
men
t Pro
ject
Tot
alPr
ojec
tion
of In
crem
enta
l Tax
able
Val
ue &
Tax
Incr
emen
t Rev
enue
10-M
ay-0
7
(000
's O
mitt
ed)
Tabl
e 1
- Com
mer
cial
Cor
ridor
Tot
al
Taxa
ble
Valu
es (1
)20
06-0
720
07-0
820
08-0
920
09-1
020
10-1
120
11-1
220
12-1
320
13-1
420
14-1
520
15-1
6 R
eal P
rope
rty (2
)46
0,52
951
2,80
854
1,05
955
1,88
056
2,91
757
4,17
658
5,65
959
7,37
260
9,32
062
1,50
6 P
erso
nal P
rope
rty (3
)28
,599
30,8
2530
,825
30,8
2530
,825
30,8
2530
,825
30,8
2530
,825
30,8
25To
tal P
roje
cted
Val
ue48
9,12
854
3,63
357
1,88
458
2,70
559
3,74
260
5,00
161
6,48
462
8,19
764
0,14
565
2,33
1
Taxa
ble
Valu
e ov
er B
ase
350,
907
138,
221
192,
726
220,
976
231,
797
242,
835
254,
093
265,
577
277,
290
289,
237
301,
424
Gro
ss T
ax In
crem
ent R
even
ue (4
)1,
390
1,93
62,
220
2,32
92,
440
2,55
32,
668
2,78
62,
906
3,02
8U
nita
ry T
ax R
even
ue0
00
00
00
00
0G
ross
Rev
enue
s1,
390
1,93
62,
220
2,32
92,
440
2,55
32,
668
2,78
62,
906
3,02
8
LESS
: S
B 25
57 A
dmin
. Fee
(5)
(19)
(24)
(27)
(29)
(30)
(31)
(33)
(34)
(36)
(37)
Hou
sing
Set
Asi
de R
equi
rem
ent (
6)(2
78)
(387
)(4
44)
(466
)(4
88)
(511
)(5
34)
(557
)(5
81)
(606
)
Pass
Thr
ough
s T
ax S
harin
g St
atut
es T
ier 1
(7)
(278
)(3
87)
(444
)(4
66)
(488
)(5
11)
(534
)(5
57)
(581
)(6
06)
Tax
Sha
ring
Stat
utes
Tie
r 2 (7
)0
00
00
00
(22)
(44)
(66)
Tax
Sha
ring
Stat
utes
Tie
r 3 (7
)0
00
00
00
00
0
Tax
Rev
enue
s81
51,
138
1,30
51,
369
1,43
41,
500
1,56
81,
616
1,66
41,
714
Subo
rdin
ate
Obl
igat
ions
LN
R W
hittw
ood
Tow
n C
ente
r DD
A (8
)Ta
x R
even
ues
0(1
36)
(141
)(1
47)
(152
)(1
58)
(164
)(1
67)
(171
)(1
75)
Sale
s Ta
x R
even
ues
00
00
00
00
00
Net
Rev
enue
s81
51,
002
1,16
41,
222
1,28
21,
343
1,40
51,
448
1,49
31,
539
(1)
Taxa
ble
valu
es a
s re
porte
d by
Los
Ang
eles
Cou
nty.
(2)
Rea
l pro
perty
con
sist
s of
land
and
impr
ovem
ents
. In
crea
sed
for n
ew d
evel
opm
ent a
nd tr
ansf
er s
ales
(see
Tab
le 4
) and
at 2
% a
nnua
lly fo
r inf
latio
n.In
200
7-08
, val
ues
wer
e in
crea
sed
by $
1,59
7,58
6 fo
r uns
ecur
ed fi
xtur
es a
nd re
duce
d by
$1,
512,
664
for e
stim
ated
val
ue lo
sses
from
sev
en p
endi
ng a
ppea
ls.
(3)
Pers
onal
pro
perty
is h
eld
cons
tant
at 2
006-
07 le
vel.
In 2
007-
08, v
alue
s w
ere
incr
ease
d by
$2,
226,
366
for u
nsec
ured
per
sona
l pro
perty
.(4
)Pr
ojec
ted
Gro
ss T
ax In
crem
ent i
s ba
sed
upon
incr
emen
tal t
axab
le v
alue
s fa
ctor
ed a
gain
st a
n as
sum
edPr
ojec
t tax
rate
and
adj
uste
d fo
r ind
ebte
dnes
s ap
prov
ed b
y vo
ters
afte
r 198
9. T
he a
ssum
ed fu
ture
tax
rate
s de
clin
e to
$1.
0047
per
$10
0 of
taxa
ble
valu
e ov
er 2
yea
rs.
(5)
Cou
nty
Adm
inis
tratio
n fe
e is
est
imat
ed a
t 1.2
4% o
f Gro
ss R
even
ue.
(6)
Hou
sing
Set
Asi
de c
alcu
late
d at
20%
of G
ross
Rev
enue
.(7
)Al
l Tax
ing
Entit
ies
rece
ive
thei
r sha
res
of 2
5% o
f tot
al ta
x in
crem
ent r
even
ue n
et o
f hou
sing
set
asi
de.
In a
dditi
on, a
fter y
ear 1
0,Ta
xing
Ent
ities
rece
ive
21%
of t
ax re
venu
e on
incr
emen
tal v
alue
abo
ve th
e ye
ar 1
0 va
lue
net o
f hou
sing
set
asi
de.
Afte
r yea
r 30,
Taxi
ng E
ntiti
es a
lso
rece
ive
14%
of t
ax re
venu
e on
incr
emen
tal v
alue
abo
ve th
e ye
ar 3
0 va
lue
net o
f hou
sing
set
asi
de.
(8)
Purs
uant
to th
e D
DA,
the
Agen
cy w
ill p
ay to
the
Dev
elop
er a
n am
ount
equ
al to
40%
of t
he T
ax In
crem
ent R
even
ues
and
Sale
s Ta
x R
even
ues
gene
rate
d on
the
spec
ific
prop
ertie
s lo
cate
d in
the
Whi
ttwoo
d To
wn
Cen
ter.
Obl
igat
ion
is s
ubor
dina
te to
the
Bond
s
F:\B
ond
Ser
vice
s\Ta
x A
lloca
tion
Bon
ds\W
hitti
er 2
006\
TAB
Pro
ject
ion
9\C
omm
erci
al C
orrid
or T
otal
Whi
ttier
Red
evel
opm
ent A
genc
yC
omm
erci
al C
orrid
or R
edev
elop
men
t Pro
ject
Tot
alPr
ojec
tion
of In
crem
enta
l Tax
able
Val
ue &
Tax
Incr
emen
t Rev
enue
10-M
ay-0
7(0
00s
Om
itted
)
Tabl
e 2
- Com
mer
cial
Cor
ridor
Tot
al
Taxa
ble
Valu
eTo
tal
Ove
r Bas
eG
ross
Tax
SB 2
557
Hou
sing
Net
Taxa
ble
Valu
e35
0,90
7R
even
ueC
harg
eSe
t-Asi
deTi
er 1
Tier
2Ti
er 3
Tax
Rev
enue
sTa
x R
even
ues
Sale
s Ta
x R
evR
even
ues
120
06-0
748
9,12
813
8,22
11,
390
(19)
(278
)(2
78)
00
815
00
815
220
07-0
854
3,63
319
2,72
61,
936
(24)
(387
)(3
87)
00
1,13
8(1
36)
01,
002
320
08-0
957
1,88
422
0,97
62,
220
(27)
(444
)(4
44)
00
1,30
5(1
41)
01,
164
420
09-1
058
2,70
523
1,79
72,
329
(29)
(466
)(4
66)
00
1,36
9(1
47)
01,
222
520
10-1
159
3,74
224
2,83
52,
440
(30)
(488
)(4
88)
00
1,43
4(1
52)
01,
282
620
11-1
260
5,00
125
4,09
32,
553
(31)
(511
)(5
11)
00
1,50
0(1
58)
01,
343
720
12-1
361
6,48
426
5,57
72,
668
(33)
(534
)(5
34)
00
1,56
8(1
64)
01,
405
820
13-1
462
8,19
727
7,29
02,
786
(34)
(557
)(5
57)
(22)
01,
616
(167
)0
1,44
89
2014
-15
640,
145
289,
237
2,90
6(3
6)(5
81)
(581
)(4
4)0
1,66
4(1
71)
01,
493
1020
15-1
665
2,33
130
1,42
43,
028
(37)
(606
)(6
06)
(66)
01,
714
(175
)0
1,53
911
2016
-17
664,
761
313,
854
3,15
3(3
9)(6
31)
(631
)(9
2)0
1,76
1(1
79)
01,
582
1220
17-1
867
7,44
032
6,53
33,
281
(40)
(656
)(6
56)
(118
)0
1,81
0(1
83)
01,
627
1320
18-1
969
0,37
233
9,46
53,
411
(42)
(682
)(6
82)
(145
)0
1,86
0(1
87)
01,
673
1420
19-2
070
3,56
335
2,65
63,
543
(43)
(709
)(7
09)
(172
)0
1,91
1(1
92)
01,
719
1520
20-2
171
7,01
836
6,11
13,
678
(45)
(736
)(7
36)
(200
)0
1,96
3(1
96)
01,
767
1620
21-2
273
0,74
237
9,83
53,
816
(47)
(763
)(7
63)
(228
)0
2,01
5(2
00)
01,
815
1720
2223
744
740
393
833
395
7(4
8)(7
91)
(791
)(2
57)
02
069
(205
)0
186
4
AB
129
0 St
atut
ory
Tax
Shar
ing
LNR
Whi
ttwoo
dTo
wn
Cen
ter D
DA
1720
22-2
374
4,74
039
3,83
33,
957
(48)
(791
)(7
91)
(257
)0
2,06
9(2
05)
01,
864
1820
23-2
475
9,01
940
8,11
14,
100
(50)
(820
)(8
20)
(286
)0
2,12
4(2
10)
01,
915
1920
24-2
577
3,58
342
2,67
54,
247
(52)
(849
)(8
49)
(316
)0
2,18
0(2
14)
01,
966
2020
25-2
678
8,43
843
7,53
04,
396
(54)
(879
)(8
79)
(347
)0
2,23
7(2
19)
02,
018
2120
26-2
780
3,59
045
2,68
24,
548
(55)
(910
)(9
10)
(378
)0
2,29
6(2
24)
02,
072
2220
27-2
881
9,04
546
8,13
84,
703
(57)
(941
)(9
41)
(410
)0
2,35
5(2
29)
02,
126
2320
28-2
983
4,81
048
3,90
24,
862
(59)
(972
)(9
72)
(442
)0
2,41
6(2
34)
02,
182
2420
29-3
085
0,88
949
9,98
25,
023
(61)
(1,0
05)
(1,0
05)
(475
)0
2,47
8(2
39)
02,
238
2520
30-3
186
7,29
151
6,38
35,
188
(63)
(1,0
38)
(1,0
38)
(509
)0
2,54
1(2
44)
02,
296
2620
31-3
288
4,02
053
3,11
25,
356
(65)
(1,0
71)
(1,0
71)
(543
)0
2,60
5(2
50)
02,
355
2720
32-3
390
1,08
455
0,17
65,
528
(67)
(1,1
06)
(1,1
06)
(578
)0
2,67
1(2
55)
02,
415
2820
33-3
491
8,48
956
7,58
25,
702
(70)
(1,1
40)
(1,1
40)
(614
)(2
1)2,
716
(259
)0
2,45
729
2034
-35
936,
242
585,
335
5,88
1(7
2)(1
,176
)(1
,176
)(6
51)
(43)
2,76
3(2
62)
02,
500
3020
35-3
695
4,35
160
3,44
36,
063
(74)
(1,2
13)
(1,2
13)
(688
)(6
6)2,
810
(266
)0
2,54
431
2036
-37
972,
821
621,
914
6,24
8(7
6)(1
,250
)(1
,250
)(7
26)
(92)
2,85
4(2
70)
02,
585
3220
37-3
899
1,66
164
0,75
46,
438
(78)
(1,2
88)
(1,2
88)
(765
)(1
20)
2,90
0(2
74)
02,
626
127,
379
(1,5
56)
(25,
476)
(25,
476)
(9,0
70)
(343
)65
,458
(6,4
02)
059
,056
Foot
note
s: s
ee T
able
1
F:\B
ond
Serv
ices
\Tax
Allo
catio
n Bo
nds\
Whi
ttier
200
6\TA
B Pr
ojec
tion
9\C
omm
erci
al C
orrid
or T
otal
Whi
ttier
Red
evel
opm
ent A
genc
yC
omm
erci
al C
orrid
or R
edev
elop
men
t Pro
ject
Tot
alH
isto
rical
Val
ues
(1)
10-M
ay-0
7Ta
ble
3 - C
omm
erci
al C
orrid
or T
otal
Rev
ised
Bas
e Ye
arB
ase
Year
Secu
red
(2)
2001
-02
2003
-04
2004
-05
2005
-06
2004
-05
2006
-07
Land
116,
496,
823
129,
760,
446
159,
461,
494
167,
629,
900
144,
885,
702
258,
368,
827
Impt
s13
9,16
2,56
115
1,08
0,78
812
4,63
0,70
714
2,33
9,87
817
1,45
4,53
919
2,10
3,12
3P
ers
Pro
p79
0,63
62,
888,
072
2,68
5,97
13,
024,
850
850,
827
1,47
9,60
3E
xem
ptio
ns(3
17,1
50)
(327
,646
)(6
13,3
10)
(1,4
61,2
56)
(9,3
76,5
99)
(2,4
26,2
29)
Tota
l Sec
ured
256,
132,
870
283,
401,
660
286,
164,
862
311,
533,
372
307,
814,
469
449,
525,
324
Uns
ecur
edLa
nd0
00
00
0Im
pts
15,3
11,7
680
11,5
61,1
4413
,218
,418
17,4
33,0
1118
,371
,576
PP
2423
394
10
2111
954
722
524
438
2565
998
827
148
114
Per
s P
rop
24,2
33,9
410
21,1
19,5
4722
,524
,438
25,6
59,9
8827
,148
,114
Exe
mpt
ions
00
(9,0
00)
(24,
000)
0(2
9,00
0)
Tota
l Uns
ecur
ed39
,545
,709
032
,671
,691
35,7
18,8
5643
,092
,999
45,4
90,6
90
GR
AN
D T
OTA
L29
5,67
8,57
928
3,40
1,66
031
8,83
6,55
334
7,25
2,22
835
0,90
7,46
849
5,01
6,01
4
Exe
mpt
ion
Adj
ustm
ent (
3):
(14,
684,
658)
Tran
sfer
Sal
es (4
):6,
386,
680
Com
plet
ed D
evel
opm
ent (
5):
2,41
0,00
0
Adj
uste
d G
rand
Tot
al48
9,12
8,03
6
Incr
emen
tal V
alue
Cha
nge:
023
,157
,974
51,5
73,6
4913
8,22
0,56
8A
nnua
l Cha
nge:
122.
70%
168.
01%
(1) S
ourc
e: C
ount
y of
Los
Ang
eles
Lie
n D
ate
Rol
ls.
(2)
Sec
ured
val
ues
incl
ude
stat
e as
sess
ed n
on-u
nita
ry u
tility
pro
perty
.(3
) A
djus
ted
for t
wo
exem
ptio
ns n
ot re
flect
ed o
n th
e 20
06-0
7 Li
en D
ate
Rol
l.(4
) Tr
ansf
er s
ales
bas
ed o
n co
nfirm
ed D
ocum
enta
ry T
rans
fer T
ax re
ceiv
ed b
y C
ity(5
) N
ew D
evel
opm
ent v
alue
enr
olle
d by
the
Los
Ang
eles
Cou
nty
Ass
esso
r.
F:\B
ond
Ser
vice
s\Ta
x A
lloca
tion
Bon
ds\W
hitti
er 2
006\
TAB
Pro
ject
ion
9\C
omm
erci
al C
orrid
or T
otal
Whi
ttier
Red
evel
opm
ent A
genc
yC
omm
erci
al C
orrid
or R
edev
elop
men
t Pro
ject
Tot
alN
ew D
evel
opm
ent
10-M
ay-0
7
Tabl
e 4
- Com
mer
cial
Cor
ridor
Tot
al
000'
s om
itted
SqFt
/To
tal
Less
Tota
l Val
ueR
EAL
Uni
tsVa
lue
Valu
eEx
istin
gA
dded
Star
tC
ompl
ete
2006
-07
2007
-08
2008
-09
2009
-10
2010
-11
2011
-12
Res
iden
tial D
evel
opm
ent
MB
D H
omes
- R
avel
lo78
500,
000
39,0
00,0
0010
,333
,029
28,6
670
11,0
2617
,641
00
0
Com
mer
cial
Dev
elop
men
t
Whi
ttwoo
d To
wn
Cen
ter
C
VS
14,6
6016
42,
410,
000
02,
410
Jan-
05A
ug-0
52,
410
00
00
0
Int
erna
tiona
l Hou
se o
f Pan
cake
s3,
800
141
537,
000
259,
100
278
Nov
-05
027
80
00
0
Tra
nsfe
r Sal
e to
Mor
gan
Sta
nley
00
79,1
87,1
3659
,273
,855
19,9
13Ju
l-05
Jul-0
60
19,9
130
00
0
Oth
er D
evel
opm
ent
1550
5 W
hitti
er B
oule
vard
- R
eser
voir
00
4,00
0,00
00
4,00
0O
ct-0
50
4,00
00
00
0
Tran
sfer
Sal
es b
ased
on
con
firm
ed D
ocum
enta
r y y
Tran
sfer
Tax
rece
ived
by
City
Tran
sfer
Sal
es (J
anua
ry 1
, 200
6 th
ru J
une
30, 2
006)
110
14,5
47,5
008,
160,
820
6,38
76,
387
00
00
0Tr
ansf
er S
ales
(Jan
uary
1, 2
006
thru
Dec
embe
r 31,
200
612
09,
169,
500
4,31
7,37
44,
852
04,
852
00
00
Tran
sfer
Sal
es R
epor
ted
by D
ataQ
uick
Ser
vice
sTr
ansf
er S
ales
(Jan
uary
1, 2
006
thru
Dec
embe
r 31,
200
66
07,
802,
000
5,25
5,97
52,
546
02,
546
00
00
Tota
l Rea
l Pro
pert
y:15
6,65
3,13
687
,600
,153
69,0
538,
797
42,6
1517
,641
00
02.
0%17
,994
00
0
PER
SON
AL
Star
tC
ompl
ete
00
00
00
00
00
00
00
00
00
00
00
00
00
00
00
00
0
Tota
l Per
sona
l Pro
pert
y:0
00
00
00
00
T
otal
Rea
l and
Per
sona
l Pro
pert
y:8,
797
42,6
1517
,994
00
0
F:\B
ond
Serv
ices
\Tax
Allo
catio
n Bo
nds\
Whi
ttier
200
6\TA
B Pr
ojec
tion
9\C
omm
erci
al C
orrid
or T
otal
Adj
. Ann
ually
for I
nfla
tion
@
Whi
ttier
Red
evel
opm
ent A
genc
yC
omm
erci
al C
orrid
or R
edev
elop
men
t Pro
ject
Tot
alTO
P TE
N T
AXA
BLE
PR
OPE
RTY
OW
NER
S (1
)10
-May
-07
Tabl
e 5
Secu
red
Uns
ecur
edTo
tal
% o
f%
of
%
of
%
of
Incr
emen
tal
Ow
ner
Valu
ePa
rcel
sA
VVa
lue
Parc
els
AV
Valu
e
To
tal V
alue
U
seVa
lue
1
PP
F R
TL 1
5603
Whi
ttwoo
d La
ne (2
)59
,273
,855
$
11
13.3
6%-
$
-
0.00
%59
,273
,855
$
12
.12%
Reg
iona
l Sho
ppin
g C
ente
r -
Targ
et, J
C P
enny
, Sea
rs,
Mer
vyns
, Pet
Smar
t, C
ost P
lus
42.8
8%
2
L
& P
Prop
erty
Man
agem
ent C
ompa
ny15
,326
,593
4
3.45
%3,
207,
665
1
7.05
%18
,534
,258
3.
79%
Hea
vy M
anuf
actu
ring,
W
areh
ousi
ngL
& P
Wire
Tie
Legg
ett &
Pla
tt In
corp
orat
ed
13.4
1%
3
M
BK V
erra
do L
LC15
,102
,120
1
3.40
%-
-
0.00
%15
,102
,120
3.
09%
Res
iden
tial,
Vaca
nt L
and
Rav
ello
Tow
n H
ome
Dev
elop
men
t
10.9
3%
4
Sc
hwar
zbla
tt &
Sire
bren
ik P
artn
ers
8,73
9,36
0
1
1.97
%-
-
0.00
%8,
739,
360
1.79
%C
omm
erci
al S
uper
mar
ket
Trad
er J
oes,
Jen
's H
allm
ark
Stor
e, C
oldw
ell B
ank
Rea
lty
6.32
%
5In
terh
ealth
Cor
pora
tion
785
887
43
177
%-
-0
00%
785
887
41
61%
Prof
essi
onal
Build
ing
Hea
vy5
69%
5
In
terh
ealth
Cor
pora
tion
7,85
8,87
4
3
1.
77%
-
-
0.
00%
7,85
8,87
4
1.61
%Pr
ofes
sion
al B
uild
ing,
Hea
vy
Man
ufac
turin
gW
ashi
ngto
n M
agne
tic
Res
ourc
e C
ente
r
5.69
%
6
Br
ight
Pro
perti
es L
imite
d6,
793,
539
4
1.
53%
-
-
0.
00%
6,79
3,53
9
1.
39%
Offi
ce B
uild
ing,
Par
king
Lot
Brig
ht M
edic
al
4.91
%
7
Se
ley
Ente
rpris
es (2
)5,
712,
000
1
1.
29%
-
-
0.
00%
5,71
2,00
0
1.
17%
Ret
ail a
nd O
ffice
Bui
ldin
gR
uby'
s D
iner
, US
Post
Offi
ce,
Nic
kel N
icke
l
4.13
%
8
92
00 C
olim
a LL
C5,
599,
800
1
1.
26%
-
-
0.
00%
5,59
9,80
0
1.
14%
Prof
essi
onal
Offi
ce B
uild
ing
Whi
ttier
Med
ical
Pla
za I
& II
4.05
%
9
R
ober
t R. V
ande
rgrif
f Tru
st5,
595,
344
2
1.
26%
-
-
0.
00%
5,59
5,34
4
1.
14%
Ligh
t, H
eavy
Man
ufac
turin
gH
edm
an M
anuf
actu
ring
4.05
%
10
R
on &
Les
lie A
. Wyn
n (2
) (3)
5,18
8,74
02
1.17
%-
-
0.00
%5,
188,
740
1.06
%Ba
nkin
g In
stitu
tion,
Res
taur
ant
Citi
Bank
, Stu
art A
nder
sen
Blac
k An
gus
Res
taur
ant
3.75
%
Tota
l13
5,19
0,22
5$
30
30.4
7%3,
207,
665
$
1
7.05
%13
8,39
7,89
0$
28
.29%
Proj
ect A
rea
Asse
ssed
Val
uatio
n To
tals
:44
3,63
7,34
6$
45
,490
,690
$
489,
128,
036
$
Proj
ect A
rea
Incr
emen
tal V
alue
Tot
als:
135,
822,
877
$
99.5
3%2,
397,
691
$
13
3.78
%13
8,22
0,56
8$
10
0.13
%
(1)
2006
-07
top
prop
erty
ow
ners
cur
rent
as
of A
pril
2, 2
007.
(2)
Prop
ertie
s co
mpr
ise
the
Whi
ttwoo
d To
wn
Cen
ter.
(3)
Pend
ing
Appe
als
F:\B
ond
Ser
vice
s\Ta
x A
lloca
tion
Bon
ds\W
hitti
er 2
006\
TAB
Pro
ject
ion
9\C
omm
erci
al C
orrid
or
Whi
ttier
Red
evel
opm
ent A
genc
yC
omm
erci
al C
orrid
or R
edev
elop
men
t Pro
ject
- O
rigin
al A
rea
Proj
ectio
n of
Incr
emen
tal T
axab
le V
alue
& T
ax In
crem
ent R
even
ue(0
00's
Om
itted
)10
-May
-07
Tabl
e 1
- Com
mer
cial
Cor
ridor
Orig
inal
Are
a
Taxa
ble
Valu
es (1
)20
06-0
720
07-0
820
08-0
920
09-1
020
10-1
120
11-1
220
12-1
320
13-1
420
14-1
520
15-1
6 R
eal P
rope
rty (2
)40
0,52
244
8,03
647
4,99
048
4,49
049
4,18
050
4,06
351
4,14
552
4,42
853
4,91
654
5,61
4 P
erso
nal P
rope
rty (3
)28
,546
28,5
4628
,546
28,5
4628
,546
28,5
4628
,546
28,5
4628
,546
28,5
46To
tal P
roje
cted
Val
ue42
9,06
847
6,58
250
3,53
751
3,03
652
2,72
653
2,61
054
2,69
155
2,97
456
3,46
257
4,16
1
Taxa
ble
Valu
e ov
er B
ase
295,
679
133,
389
180,
903
207,
858
217,
358
227,
048
236,
931
247,
012
257,
295
267,
784
278,
482
Gro
ss T
ax In
crem
ent R
even
ue (4
)1,
341
1,81
82,
088
2,18
42,
281
2,38
02,
482
2,58
52,
690
2,79
8U
nita
ry T
ax R
even
ue0
00
00
00
00
0G
ross
Rev
enue
s1,
341
1,81
82,
088
2,18
42,
281
2,38
02,
482
2,58
52,
690
2,79
8
LESS
: S
B 25
57 A
dmin
. Fee
(5)
(17)
(22)
(26)
(27)
(28)
(29)
(31)
(32)
(33)
(34)
Hou
sing
Set
Asi
de R
equi
rem
ent (
6)(2
68)
(364
)(4
18)
(437
)(4
56)
(476
)(4
96)
(517
)(5
38)
(560
)
Pass
Thr
ough
s T
ax S
harin
g St
atut
es T
ier 1
(7)
(268
)(3
64)
(418
)(4
37)
(456
)(4
76)
(496
)(5
17)
(538
)(5
60)
Tax
Sha
ring
Stat
utes
Tie
r 2 (7
)0
00
00
00
(22)
(44)
(66)
Tax
Sha
ring
Stat
utes
Tie
r 3 (7
)0
00
00
00
00
0
Tax
Rev
enue
s78
81,
068
1,22
71,
283
1,34
11,
399
1,45
81,
497
1,53
71,
578
Subo
rdin
ate
Obl
igat
ions
LN
R W
hittw
ood
Tow
n C
ente
r DD
A (8
)Ta
x R
even
ues
0(1
36)
(141
)(1
47)
(152
)(1
58)
(164
)(1
67)
(171
)(1
75)
Sale
s Ta
x R
even
ues
00
00
00
00
00
Net
Rev
enue
s78
893
21,
086
1,13
71,
189
1,24
11,
295
1,33
01,
366
1,40
3
(1)
Taxa
ble
valu
es a
s re
porte
d by
Los
Ang
eles
Cou
nty.
(2)
Rea
l pro
perty
con
sist
s of
land
and
impr
ovem
ents
. In
crea
sed
for n
ew d
evel
opm
ent a
nd tr
ansf
er s
ales
(see
Tab
le 4
) and
at 2
% a
nnua
lly fo
r inf
latio
n.In
200
7-08
, val
ues
wer
e re
duce
d by
$70
9,32
3 fo
r est
imat
ed v
alue
loss
es fr
om 4
pen
ding
app
eals
.(3
)Pe
rson
al p
rope
rty is
hel
d co
nsta
nt a
t 200
6-07
leve
l.(4
)Pr
ojec
ted
Gro
ss T
ax In
crem
ent i
s ba
sed
upon
incr
emen
tal t
axab
le v
alue
s fa
ctor
ed a
gain
st a
n as
sum
edPr
ojec
t tax
rate
and
adj
uste
d fo
r ind
ebte
dnes
s ap
prov
ed b
y vo
ters
afte
r 198
9. T
he a
ssum
ed fu
ture
tax
rate
s de
clin
e to
$1.
0047
per
$10
0 of
taxa
ble
valu
e ov
er 2
yea
rs.
(5)
Cou
nty
Adm
inis
tratio
n fe
e is
est
imat
ed a
t 1.2
5% o
f Gro
ss R
even
ue.
(6)
Hou
sing
Set
Asi
de c
alcu
late
d at
20%
of G
ross
Rev
enue
.(7
)Al
l Tax
ing
Entit
ies
rece
ive
thei
r sha
res
of 2
5% o
f tot
al ta
x in
crem
ent r
even
ue n
et o
f hou
sing
set
asi
de.
In a
dditi
on, a
fter y
ear 1
0,Ta
xing
Ent
ities
rece
ive
21%
of t
ax re
venu
e on
incr
emen
tal v
alue
abo
ve th
e ye
ar 1
0 va
lue
net o
f hou
sing
set
asi
de.
Afte
r yea
r 30,
Taxi
ng E
ntiti
es a
lso
rece
ive
14%
of t
ax re
venu
e on
incr
emen
tal v
alue
abo
ve th
e ye
ar 3
0 va
lue
net o
f hou
sing
set
asi
de.
(8)
Purs
uant
to th
e D
DA,
the
Agen
cy w
ill p
ay to
the
Dev
elop
er a
n am
ount
equ
al to
40%
of t
he T
ax In
crem
ent R
even
ues
and
Sale
s Ta
x R
even
ues
gene
rate
d on
the
spec
ific
prop
ertie
s lo
cate
d in
the
Whi
ttwoo
d To
wn
Cen
ter.
Obl
igat
ion
is s
ubor
dina
te to
the
Bond
s
F:\B
ond
Ser
vice
s\Ta
x A
lloca
tion
Bon
ds\W
hitti
er 2
006\
TAB
Pro
ject
ion
9\C
omm
erci
al C
orrid
or
Whi
ttier
Red
evel
opm
ent A
genc
yC
omm
erci
al C
orrid
or R
edev
elop
men
t Pro
ject
- O
rigin
al A
rea
Proj
ectio
n of
Incr
emen
tal T
axab
le V
alue
& T
ax In
crem
ent R
even
ue10
-May
-07
(000
s O
mitt
ed)
Tabl
e 2
- Com
mer
cial
Cor
ridor
Orig
inal
Are
a
Taxa
ble
Valu
eTo
tal
Ove
r Bas
eG
ross
Tax
SB 2
557
Hou
sing
Net
Taxa
ble
Valu
e29
5,67
9R
even
ueC
harg
eSe
t-Asi
deTi
er 1
Tier
2Ti
er 3
Tax
Rev
enue
sTa
x R
even
ues
Sale
s Ta
x R
evR
even
ues
120
06-0
742
9,06
813
3,38
91,
341
(17)
(268
)(2
68)
00
788
00
788
220
07-0
847
6,58
218
0,90
31,
818
(22)
(364
)(3
64)
00
1,06
8(1
36)
093
23
2008
-09
503,
537
207,
858
2,08
8(2
6)(4
18)
(418
)0
01,
227
(141
)0
1,08
64
2009
-10
513,
036
217,
358
2,18
4(2
7)(4
37)
(437
)0
01,
283
(147
)0
1,13
75
2010
-11
522,
726
227,
048
2,28
1(2
8)(4
56)
(456
)0
01,
341
(152
)0
1,18
96
2011
-12
532,
610
236,
931
2,38
0(2
9)(4
76)
(476
)0
01,
399
(158
)0
1,24
17
2012
-13
542,
691
247,
012
2,48
2(3
1)(4
96)
(496
)0
01,
458
(164
)0
1,29
58
2013
-14
552,
974
257,
295
2,58
5(3
2)(5
17)
(517
)(2
2)0
1,49
7(1
67)
01,
330
920
14-1
556
3,46
226
7,78
42,
690
(33)
(538
)(5
38)
(44)
01,
537
(171
)0
1,36
610
2015
-16
574,
161
278,
482
2,79
8(3
4)(5
60)
(560
)(6
6)0
1,57
8(1
75)
01,
403
1120
16-1
758
5,07
328
9,39
52,
908
(36)
(582
)(5
82)
(89)
01,
619
(179
)0
1,44
012
2017
-18
596,
204
300,
525
3,01
9(3
7)(6
04)
(604
)(1
13)
01,
662
(183
)0
1,47
813
2018
-19
607,
557
311,
878
3,13
3(3
9)(6
27)
(627
)(1
37)
01,
705
(187
)0
1,51
714
2019
-20
619,
137
323,
458
3,25
0(4
0)(6
50)
(650
)(1
61)
01,
749
(192
)0
1,55
715
2020
-21
630
949
335
270
336
8(4
1)(6
74)
(674
)(1
86)
01
793
(196
)0
159
7
AB 1
290
Stat
utor
y Ta
x Sh
arin
gLN
R W
hittw
ood
Tow
n C
ente
r DD
A
1520
2021
630,
949
335,
270
3,36
8(4
1)(6
74)
(674
)(1
86)
01,
793
(196
)0
1,59
716
2021
-22
642,
997
347,
318
3,49
0(4
3)(6
98)
(698
)(2
12)
01,
839
(200
)0
1,63
917
2022
-23
655,
286
359,
607
3,61
3(4
5)(7
23)
(723
)(2
38)
01,
886
(205
)0
1,68
118
2023
-24
667,
821
372,
142
3,73
9(4
6)(7
48)
(748
)(2
64)
01,
933
(210
)0
1,72
419
2024
-25
680,
606
384,
928
3,86
7(4
8)(7
73)
(773
)(2
91)
01,
982
(214
)0
1,76
820
2025
-26
693,
647
397,
969
3,99
8(4
9)(8
00)
(800
)(3
18)
02,
031
(219
)0
1,81
221
2026
-27
706,
949
411,
271
4,13
2(5
1)(8
26)
(826
)(3
47)
02,
082
(224
)0
1,85
822
2027
-28
720,
517
424,
839
4,26
8(5
3)(8
54)
(854
)(3
75)
02,
133
(229
)0
1,90
423
2028
-29
734,
357
438,
678
4,40
7(5
4)(8
81)
(881
)(4
04)
02,
186
(234
)0
1,95
224
2029
-30
748,
473
452,
794
4,54
9(5
6)(9
10)
(910
)(4
34)
02,
239
(239
)0
2,00
025
2030
-31
762,
872
467,
193
4,69
4(5
8)(9
39)
(939
)(4
65)
02,
294
(244
)0
2,05
026
2031
-32
777,
558
481,
879
4,84
1(6
0)(9
68)
(968
)(4
96)
02,
350
(250
)0
2,10
027
2032
-33
792,
538
496,
860
4,99
2(6
1)(9
98)
(998
)(5
27)
02,
407
(255
)0
2,15
128
2033
-34
807,
818
512,
140
5,14
5(6
3)(1
,029
)(1
,029
)(5
59)
(21)
2,44
3(2
59)
02,
184
2920
34-3
582
3,40
452
7,72
55,
302
(65)
(1,0
60)
(1,0
60)
(592
)(4
3)2,
480
(262
)0
2,21
830
2035
-36
839,
301
543,
622
5,46
2(6
7)(1
,092
)(1
,092
)(6
26)
(66)
2,51
8(2
66)
02,
252
3120
36-3
785
5,51
655
9,83
75,
625
(69)
(1,1
25)
(1,1
25)
(660
)(8
9)2,
557
(270
)0
2,28
732
2037
-38
872,
055
576,
377
5,79
1(7
1)(1
,158
)(1
,158
)(6
95)
(112
)2,
596
(274
)0
2,32
3
116,
243
(1,4
32)
(23,
249)
(23,
249)
(8,3
21)
(331
)59
,661
(6,4
02)
053
,259
Foot
note
s: s
ee T
able
1
F:\B
ond
Ser
vice
s\Ta
x A
lloca
tion
Bon
ds\W
hitti
er 2
006\
TAB
Pro
ject
ion
9\C
omm
erci
al C
orrid
or
Whi
ttier
Red
evel
opm
ent A
genc
yC
omm
erci
al C
orrid
or R
edev
elop
men
t Pro
ject
- O
rigin
al A
rea
His
toric
al V
alue
s (1
)10
-May
-07
Tabl
e 3
- Com
mer
cial
Cor
ridor
Orig
inal
Are
a
Base
Yea
rSe
cure
d (2
)20
01-0
220
03-0
420
04-0
520
05-0
620
06-0
7La
nd11
6,49
6,82
312
9,76
0,44
615
9,46
1,49
416
7,62
9,90
022
0,55
3,23
7Im
pts
139,
162,
561
151,
080,
788
124,
630,
707
142,
339,
878
157,
297,
591
Pers
Pro
p79
0,63
62,
888,
072
2,68
5,97
13,
024,
850
1,42
7,18
6Ex
empt
ions
(317
,150
)(3
27,6
46)
(613
,310
)(1
,461
,256
)(2
,426
,229
)
Tota
l Sec
ured
256,
132,
870
283,
401,
660
286,
164,
862
311,
533,
372
376,
851,
785
Uns
ecur
edLa
nd0
00
00
Impt
s15
311
768
011
561
144
1321
841
818
371
576
Impt
s15
,311
,768
011
,561
,144
13,2
18,4
1818
,371
,576
Pers
Pro
p24
,233
,941
021
,119
,547
22,5
24,4
3827
,148
,114
Exem
ptio
ns0
0(9
,000
)(2
4,00
0)(2
9,00
0)
Tota
l Uns
ecur
ed39
,545
,709
032
,671
,691
35,7
18,8
5645
,490
,690
GR
AN
D T
OTA
L29
5,67
8,57
928
3,40
1,66
031
8,83
6,55
334
7,25
2,22
842
2,34
2,47
5
Tran
sfer
Sal
es (3
):4,
315,
367
Com
plet
ed D
evel
opm
ent (
4)2,
410,
000
Adju
sted
Tot
al42
9,06
7,84
2
Incr
emen
tal V
alue
:23
,157
,974
51,5
73,6
4913
3,38
9,26
3An
nual
Cha
nge:
122.
70%
158.
64%
(1) So
urce
: Cou
nty
of L
os A
ngel
es L
ien
Dat
e R
olls
.(2
) Se
cure
d va
lues
incl
ude
stat
e as
sess
ed n
on-u
nita
ry u
tility
pro
perty
.(3
) Tr
ansf
er s
ales
bas
ed o
n co
nfirm
ed D
ocum
enta
ry T
rans
fer T
ax re
ceiv
ed b
y C
ity(4
) N
ew D
evel
opm
ent v
alue
enr
olle
d by
the
Los
Ange
les
Cou
nty
Asse
ssor
.
F:\B
ond
Ser
vice
s\Ta
x A
lloca
tion
Bon
ds\W
hitti
er 2
006\
TAB
Pro
ject
ion
9\C
omm
erci
al C
orrid
or
Whi
ttier
Red
evel
opm
ent A
genc
yC
omm
erci
al C
orrid
or R
edev
elop
men
t Pro
ject
- O
rigin
al A
rea
New
Dev
elop
men
t10
-May
-07
Tabl
e 4
- Com
mer
cial
Cor
ridor
Orig
inal
Are
a
000'
s om
itted
SqFt
/To
tal
Less
Tota
l Val
ueR
EAL
Uni
tsVa
lue
Valu
eEx
istin
gA
dded
Star
tC
ompl
ete
2006
-07
2007
-08
2008
-09
2009
-10
2010
-11
2011
-12
Res
iden
tial D
evel
opm
ent
MB
D H
omes
- R
avel
lo78
500,
000
39,0
00,0
0010
,333
,029
28,6
670
11,0
2617
,641
00
0
Com
mer
cial
Dev
elop
men
t
Whi
ttwoo
d To
wn
Cen
ter
C
VS
14,6
6016
42,
410,
000
02,
410
Jan-
05A
ug-0
52,
410
00
00
0
Int
erna
tiona
l Hou
se o
f Pan
cake
s3,
800
141
537,
000
259,
100
278
Nov
-05
027
80
00
0
Tra
nsfe
r Sal
e to
Mor
gan
Sta
nley
79,1
87,1
3659
,273
,855
19,9
13Ju
l-05
Jul-0
60
19,9
130
00
0
Oth
er D
evel
opm
ent
1550
5 W
hitti
er B
oule
vard
- R
eser
voir
00
4,00
0,00
00
4,00
0O
ct-0
50
4,00
00
00
0
Tran
sfer
Sal
es b
ased
on
con
firm
ed D
ocum
enta
r y y
Tran
sfer
Tax
rece
ived
by
City
Tran
sfer
Sal
es (J
anua
ry 1
, 200
6 th
ru J
une
30, 2
006)
70
9,46
7,50
05,
152,
133
4,31
54,
315
00
00
0Tr
ansf
er S
ales
(Jan
uary
1, 2
006
thru
Dec
embe
r 31,
200
610
07,
672,
000
4,16
8,23
03,
504
03,
504
00
00
Tran
sfer
Sal
es R
epor
ted
by D
ataQ
uick
Ser
vice
sTr
ansf
er S
ales
(Jan
uary
1, 2
006
thru
Dec
embe
r 31,
200
65
05,
822,
000
4,40
3,81
21,
418
01,
418
00
00
Tota
l Rea
l Pro
pert
y:14
8,09
5,63
683
,590
,159
64,5
056,
725
40,1
3917
,641
00
02.
0%17
,994
00
0
PER
SON
AL
Star
tC
ompl
ete
00
00
00
00
00
00
00
00
00
00
00
00
00
00
00
00
0
Tota
l Per
sona
l Pro
pert
y:0
00
00
00
00
T
otal
Rea
l and
Per
sona
l Pro
pert
y:6,
725
40,1
3917
,994
00
0
F:\B
ond
Serv
ices
\Tax
Allo
catio
n Bo
nds\
Whi
ttier
200
6\TA
B Pr
ojec
tion
9\C
omm
erci
al C
orrid
or
Adj
. Ann
ually
for I
nfla
tion
@
Whi
ttier
Red
evel
opm
ent A
genc
yC
omm
erci
al C
orrid
or R
edev
elop
men
t Pro
ject
- Am
endm
ent N
o. 1
Proj
ectio
n of
Incr
emen
tal T
axab
le V
alue
& T
ax In
crem
ent R
even
ue10
-May
-07
(000
's O
mitt
ed)
Tabl
e 1
- Com
mer
cial
Cor
ridor
Am
endm
ent
Taxa
ble
Valu
es (1
)20
06-0
720
07-0
820
08-0
920
09-1
020
10-1
120
11-1
220
12-1
320
13-1
420
14-1
520
15-1
6 R
eal P
rope
rty (2
)60
,008
64,7
7366
,068
67,3
9068
,737
70,1
1271
,514
72,9
4574
,404
75,8
92 P
erso
nal P
rope
rty (3
)52
2,27
92,
279
2,27
92,
279
2,27
92,
279
2,27
92,
279
2,27
9To
tal P
roje
cted
Val
ue60
,060
67,0
5268
,347
69,6
6871
,016
72,3
9173
,793
75,2
2476
,682
78,1
70
Taxa
ble
Valu
e ov
er B
ase
55,2
294,
831
11,8
2313
,118
14,4
4015
,787
17,1
6218
,564
19,9
9521
,454
22,9
42
Gro
ss T
ax In
crem
ent R
even
ue (4
)49
119
132
145
159
172
187
201
216
230
Uni
tary
Tax
Rev
enue
00
00
00
00
00
Gro
ss R
even
ues
4911
913
214
515
917
218
720
121
623
0
LESS
: S
B 2
557
Adm
in. F
ee (5
)(2
)(1
)(1
)(2
)(2
)(2
)(2
)(2
)(2
)(3
) H
ousi
ng S
et A
side
Req
uire
men
t (6)
(10)
(24)
(26)
(29)
(32)
(34)
(37)
(40)
(43)
(46)
Pass
Thr
ough
s T
ax S
harin
g S
tatu
tes
Tier
1 (7
)(1
0)(2
4)(2
6)(2
9)(3
2)(3
4)(3
7)(4
0)(4
3)(4
6) T
ax S
harin
g S
tatu
tes
Tier
2 (7
)0
00
00
00
00
0 T
ax S
harin
g S
tatu
tes
Tier
3 (7
)0
00
00
00
00
0
Tax
Rev
enue
s27
7078
8593
102
110
118
127
136
(1)
Taxa
ble
valu
es a
s re
porte
d by
Los
Ang
eles
Cou
nty.
(2)
Rea
l pro
perty
con
sist
s of
land
and
impr
ovem
ents
. In
crea
sed
for t
rans
fer s
ales
(see
Tab
le 4
) and
for i
nfla
tion
at 2
% a
nnua
lly.
In 2
007-
08, v
alue
s w
ere
incr
ease
d by
$1,
597,
586
for u
nsec
ured
fixt
ures
and
redu
ced
by $
803,
341
for e
stim
ated
val
ue lo
sses
from
4 p
endi
ng a
ppea
ls.
(3)
Per
sona
l pro
perty
is h
eld
cons
tant
at 2
006-
07 le
vel.
In 2
007-
08, v
alue
s w
ere
incr
ease
d by
$2,
226,
366
for u
nsec
ured
per
sona
l pro
perty
.(4
)P
roje
cted
Gro
ss T
ax In
crem
ent i
s ba
sed
upon
incr
emen
tal t
axab
le v
alue
s fa
ctor
ed a
gain
st a
n as
sum
edP
roje
ct ta
x ra
te a
nd a
djus
ted
for i
ndeb
tedn
ess
appr
oved
by
vote
rs a
fter 1
989.
The
ass
umed
futu
reta
x ra
tes
decl
ine
to $
1.00
47 p
er $
100
of ta
xabl
e va
lue
over
2 y
ears
.(5
)L.
A. C
ount
y A
dmin
istra
tion
fee
is e
stim
ated
at 1
.11%
of G
ross
Rev
enue
.(6
)H
ousi
ng S
et A
side
cal
cula
ted
at 2
0% o
f Gro
ss R
even
ue.
(7)
All
Taxi
ng E
ntiti
es re
ceiv
e th
eir s
hare
s of
25%
of t
otal
tax
incr
emen
t rev
enue
net
of h
ousi
ng s
et a
side
. In
add
ition
, afte
r yea
r 10,
Taxi
ng E
ntiti
es re
ceiv
e 21
% o
f tax
reve
nue
on in
crem
enta
l val
ue a
bove
the
year
10
valu
e ne
t of h
ousi
ng s
et a
side
. A
fter y
ear 3
0,Ta
xing
Ent
ities
als
o re
ceiv
e 14
% o
f tax
reve
nue
on in
crem
enta
l val
ue a
bove
the
year
30
valu
e ne
t of h
ousi
ng s
et a
side
.
F:\B
ond
Serv
ices
\Tax
Allo
catio
n B
onds
\Whi
ttier
200
6\TA
B P
roje
ctio
ns 9
\Com
mer
cial
Cor
ridor
Am
endm
ent 1
Whi
ttier
Red
evel
opm
ent A
genc
yC
omm
erci
al C
orrid
or R
edev
elop
men
t Pro
ject
- A
men
dmen
t No.
1Pr
ojec
tion
of T
ax In
crem
ent R
even
ue10
-May
-07
(000
s O
mitt
ed)
Tabl
e 2
- Com
mer
cial
Cor
ridor
Am
endm
ent
Taxa
ble
Valu
e
Tota
lO
ver B
ase
Gro
ss T
axSB
255
7H
ousi
ngN
et T
axTa
xabl
e Va
lue
55,2
29R
even
ueC
harg
eSe
t-Asi
deTi
er 1
Tier
2Ti
er 3
Rev
enue
s1
2006
-07
60,0
604,
831
49(2
)(1
0)(1
0)0
027
220
07-0
867
,052
11,8
2311
9(1
)(2
4)(2
4)0
070
320
08-0
968
,347
13,1
1813
2(1
)(2
6)(2
6)0
078
420
09-1
069
,668
14,4
4014
5(2
)(2
9)(2
9)0
085
520
10-1
171
,016
15,7
8715
9(2
)(3
2)(3
2)0
093
620
11-1
272
,391
17,1
6217
2(2
)(3
4)(3
4)0
010
27
2012
-13
73,7
9318
,564
187
(2)
(37)
(37)
00
110
820
13-1
475
,224
19,9
9520
1(2
)(4
0)(4
0)0
011
89
2014
-15
76,6
8221
,454
216
(2)
(43)
(43)
00
127
1020
15-1
678
,170
22,9
4223
0(3
)(4
6)(4
6)0
013
611
2016
-17
79,6
8824
,459
246
(3)
(49)
(49)
(3)
014
212
2017
-18
8123
726
008
261
(3)
(52)
(52)
(5)
014
9
AB
1290
Sta
tuto
ry T
ax S
harin
g Pa
ymen
ts
1220
1718
81,2
3726
,008
261
(3)
(52)
(52)
(5)
014
913
2018
-19
82,8
1627
,587
277
(3)
(55)
(55)
(8)
015
514
2019
-20
84,4
2629
,198
293
(3)
(59)
(59)
(11)
016
215
2020
-21
86,0
6930
,840
310
(3)
(62)
(62)
(13)
016
916
2021
-22
87,7
4532
,516
327
(4)
(65)
(65)
(16)
017
617
2022
-23
89,4
5534
,226
344
(4)
(69)
(69)
(19)
018
318
2023
-24
91,1
9835
,969
361
(4)
(72)
(72)
(22)
019
119
2024
-25
92,9
7637
,748
379
(4)
(76)
(76)
(25)
019
820
2025
-26
94,7
9039
,561
397
(4)
(79)
(79)
(28)
020
621
2026
-27
96,6
4141
,412
416
(5)
(83)
(83)
(31)
021
422
2027
-28
98,5
2843
,299
435
(5)
(87)
(87)
(34)
022
223
2028
-29
100,
453
45,2
2445
4(5
)(9
1)(9
1)(3
8)0
230
2420
29-3
010
2,41
647
,187
474
(5)
(95)
(95)
(41)
023
825
2030
-31
104,
419
49,1
9049
4(5
)(9
9)(9
9)(4
4)0
247
2620
31-3
210
6,46
251
,233
515
(6)
(103
)(1
03)
(48)
025
527
2032
-33
108,
545
53,3
1753
6(6
)(1
07)
(107
)(5
1)0
264
2820
33-3
411
0,67
155
,442
557
(6)
(111
)(1
11)
(55)
027
329
2034
-35
112,
839
57,6
1057
9(6
)(1
16)
(116
)(5
9)0
282
3020
35-3
611
5,05
059
,821
601
(7)
(120
)(1
20)
(62)
029
231
2036
-37
117,
305
62,0
7662
4(7
)(1
25)
(125
)(6
6)(4
)29
732
2037
-38
119,
606
64,3
7764
7(7
)(1
29)
(129
)(7
0)(8
)30
3
11,1
36(1
25)
(2,2
27)
(2,2
27)
(749
)(1
1)5,
797
Foot
note
s: s
ee T
able
1
F:\B
ond
Ser
vice
s\Ta
x A
lloca
tion
Bon
ds\W
hitti
er 2
006\
TAB
Pro
ject
ions
9\C
omm
erci
al C
orrid
or A
men
dmen
t 1
Whi
ttier
Red
evel
opm
ent A
genc
yC
omm
erci
al C
orrid
or R
edev
elop
men
t Pro
ject
- Am
endm
ent N
o. 1
His
toric
al V
alue
s (1
)10
-May
-07
Tabl
e 3
- Com
mer
cial
Cor
ridor
Am
endm
ent
Bas
e Ye
arSe
cure
d (2
)20
04-0
520
06-0
7La
nd28
,388
,879
37,8
15,5
90Im
prov
emen
ts32
,291
,978
34,8
05,5
32Pe
rson
al P
rope
rty60
,191
52,4
17Ex
empt
ions
(9,0
59,4
49)
0
Tota
l Sec
ured
51,6
81,5
9972
,673
,539
Uns
ecur
edLa
nd0
0Im
prov
emen
ts2
121
243
0Im
prov
emen
ts2,
121,
243
0Pe
rson
al P
rope
rty1,
426,
047
0Ex
empt
ions
00
Tota
l Uns
ecur
ed3,
547,
290
0
GR
AND
TO
TAL
55,2
28,8
8972
,673
,539
Exem
ptio
n Ad
just
men
t (3)
:(1
4,68
4,65
8)Tr
ansf
er S
ales
(4):
2,07
1,31
3
Adju
sted
Tot
al60
,060
,194
Incr
emen
tal V
alue
: 4,
831,
305
(1) So
urce
: Cou
nty
of L
os A
ngel
es L
ien
Dat
e R
olls
.(2
) Se
cure
d va
lues
incl
ude
stat
e as
sess
ed n
on-u
nita
ry u
tility
pro
perty
.(3
) Ad
just
ed fo
r tw
o ex
empt
ions
not
refle
cted
on
the
2006
-07
Lien
Dat
e R
oll.
(4)
Tran
sfer
sal
es b
ased
on
conf
irmed
Doc
umen
tary
Tra
nsfe
r Tax
rece
ived
by
City
F:\B
ond
Serv
ices
\Tax
Allo
catio
n Bo
nds\
Whi
ttier
200
6\TA
B Pr
ojec
tions
9\C
omm
erci
al C
orrid
or A
men
dmen
t 1
Whi
ttier
Red
evel
opm
ent A
genc
yC
omm
erci
al C
orrid
or R
edev
elop
men
t Pro
ject
- Am
endm
ent N
o. 1
New
Dev
elop
men
t10
-May
-07
Tabl
e 4
- Com
mer
cial
Cor
ridor
Am
endm
ent
000'
s om
itted
SqFt
/To
tal
Less
Tota
l Val
ueR
eal P
rope
rty
Valu
eU
nits
Valu
eVa
lue
Exis
ting
Add
edSt
art
Com
plet
e20
06-0
720
07-0
820
08-0
920
09-1
020
10-1
120
11-1
2
00
00
00
00
00
00
00
00
00
00
00
00
00
00
00
00
0
Tran
sfer
Sal
es b
ased
on
con
firm
ed D
ocum
enta
ry
Tran
sfer
Tax
rece
ived
by
City
Tran
sfer
Sal
es (J
anua
ry 1
, 200
6 th
ru J
une
30, 2
006)
40
5,08
0,00
03,
008,
687
2,07
12,
071
00
00
0Tr
ansf
er S
ales
(Jan
uary
1, 2
006
thru
Dec
embe
r 31,
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*Preliminary, subject to change. Appendix E
Page 1
APPENDIX E
FORM OF BOND COUNSEL’S OPINION
[Letterhead of Quint & Thimmig LLP]
[Closing Date]
Whittier Redevelopment Agency13230 East Penn StreetWhittier, California 90602
OPINION: $15,660,000 Whittier Redevelopment Agency, Taxable Tax Allocation Bonds,2007 Series B (Housing Projects)
Members of the Agency:
We have acted as bond counsel in connection with the issuance by the WhittierRedevelopment Agency (the “Agency”) of $15,660,000 Whittier Redevelopment Agency, Taxable TaxAllocation Bonds, 2007 Series B (the “Bonds”), the provisions of Part 1 of Division 24 of the CaliforniaHealth and Safety Code, commencing with section 33640 of said Code (the “Bond Law”), a resolutionadopted by the Agency on May 8, 2007, and an indenture of trust, dated as of June 1, 2007, betweenthe Agency and U.S. Bank National Association, as trustee (the “Indenture”). We have examined thelaw and such certified proceedings and other papers as we deem necessary to render this opinion.
As to questions of fact material to our opinion, we have relied upon representations of theAgency contained in the Indenture and in the certified proceedings and certifications of publicofficials and others furnished to us without undertaking to verify the same by independentinvestigation.
Based upon the foregoing we are of the opinion, under existing law, as follows:
1. The Agency is duly created and validly existing as a public body, corporate and politic,with the power to enter into the Indenture, perform the agreements on its part contained therein andissue the Bonds.
2. The Indenture has been duly approved by the Agency and constitutes a valid and bindingobligation of the Agency enforceable in accordance with its terms.
3. Pursuant to the Law, the Indenture creates a valid lien on the funds pledged by theIndenture for the security of the Bonds on a parity with other bonds (if any) issued or to be issuedunder the Indenture, subject to no prior lien granted under the Law.
4. The Bonds have been duly authorized, executed and delivered by the Agency and are validand binding special obligations of the Agency, payable solely from the sources provided therefor inthe Indenture.
5. Interest on the Bonds is exempt from personal income taxation imposed by the State ofCalifornia.
Appendix EPage 2
In rendering this opinion, we have relied upon certifications of the Agency with respect tocertain material facts within the Agency’s knowledge. Our opinion represents our legal judgmentbased upon our review of the law and the facts that we deem relevant to render such opinion and isnot a guarantee of a result. This opinion is given as of the date hereof and we assume no obligation torevise or supplement this opinion to reflect any facts or circumstances that may hereafter come to ourattention or any changes in law that may hereafter occur.
The rights of the owners of the Bonds and the enforceability of the Bonds and the Indenturemay be subject to bankruptcy, insolvency, reorganization, moratorium and other similar lawsaffecting creditors’ rights heretofore or hereafter enacted and may also be subject to the exercise ofjudicial discretion in appropriate cases.
Respectfully submitted,
*Preliminary, subject to change. Appendix F
Page 1
APPENDIX F
FORM OF CONTINUING DISCLOSURE CERTIFICATE
This CONTINUING DISCLOSURE CERTIFICATE (this “Disclosure Certificate”) is executedand delivered by the WHITTIER REDEVELOPMENT AGENCY (the “Agency”) in connection withthe issuance of $15,660,000 Whittier Redevelopment Agency, Taxable Tax Allocation Bonds, 2007Series B (Housing Projects) (the “Bonds”). The Bonds are being issued pursuant to an Indenture ofTrust, dated as of June 1, 2007 (the “Indenture”), by and between the Agency and U.S. Bank NationalAssociation, as trustee (the “Trustee”). Pursuant to Section 5.13 of the Indenture, the Agencycovenants and agrees as follows:
Section 1. Purpose of the Disclosure Certificate . This Disclosure Certificate is being executedand delivered by the Agency for the benefit of the holders and beneficial owners of the Bonds and inorder to assist the Participating Underwriters in complying with S.E.C. Rule 15c2-12(b)(5).
Section 2. Definitions . In addition to the definitions set forth in the Indenture, which apply toany capitalized term used in this Disclosure Certificate, unless otherwise defined, the followingcapitalized terms shall have the following meanings:
“Annual Report” shall mean any Annual Report provided by the Agency pursuant to, and asdescribed in, Sections 3 and 4 of this Disclosure Certificate.
“Dissemination Agent” shall mean the Agency or any successor Dissemination Agentdesignated in writing by the Agency and which has filed with the Agency and the Trustee a writtenacceptance of such designation or, if applicable, the Agency.
“Listed Events” shall mean any of the events listed in Section 5(a) of this Disclosure Certificate.
“National Repository” shall mean any Nationally Recognized Municipal Securities InformationRepository for purposes of the Rule.
“Participating Underwriter” shall mean any of the original underwriters of the Bonds requiredto comply with the Rule in connection with offering of the Bonds.
“Repository” shall mean each National Repository and each State Repository.
“Rule” shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commissionunder the Securities Exchange Act of 1934, as the same may be amended from time to time.
“State Repository” shall mean any public or private repository or entity designated by the Stateof California as a state repository for the purpose of the Rule and recognized as such by the Securitiesand Exchange Commission. As of the date of this Certificate, there is no State Repository.
Section 3. Provision of Annual Reports .
(a) The Agency shall, or shall cause the Dissemination Agent to, not later than nine (9) monthsafter the end of the Agency’s fiscal year (which date currently would be January 31, based upon theJune 30 end of the Agency’s fiscal year), commencing with the report for the 2006/2007 fiscal year,provide to each Repository an Annual Report which is consistent with the requirements of Section 4of this Disclosure Certificate. Not later than fifteen (15) Business Days prior to said date, the Agencyshall provide the Annual Report to the Dissemination Agent (if other than the Agency). The AnnualReport may be submitted as a single document or as separate documents comprising a package, andmay include by reference other information as provided in Section 4 of this Disclosure Certificate;provided that the audited financial statements of the Agency may be submitted separately from thebalance of the Annual Report, and later than the date required above for the filing of the Annual
Appendix FPage 2
Report if not available by that date. If the Agency’s fiscal year changes, it shall give notice of suchchange in the same manner as for a Listed Event under Section 5(c).
(b) If the Agency does not provide, or cause the Dissemination Agent to provide, an AnnualReport to the Repositories by the Annual Report date as required in subsection (a) above, theDissemination Agent shall send a notice to (i) either the National Repositories or the MunicipalSecurities Rulemaking Board and (ii) the appropriate State Repository, if any, in substantially the formattached as Exhibit A, with a copy to the Trustee (if different than the Dissemination Agent).
(c) With respect to the Annual Report, the Dissemination Agent shall:
(i) determine each year prior to the date for providing the Annual Report the nameand address of each National Repository and each State Repository, if any; and
(ii) if the Dissemination Agent is other than the Agency, and if, and to the extent, theAgency has provided an Annual Report in final form to the Dissemination Agent fordissemination, file a report with the Agency certifying that the Annual Report has beenprovided to the Repositories pursuant to this Disclosure Certificate, stating the date it wasprovided and listing all the Repositories to which it was provided.
Section 4. Content of Annual Reports . The Agency’s Annual Report shall contain orincorporate by reference the following:
(a) Audited Financial Statements prepared in accordance with generally accepted accountingprinciples as promulgated to apply to governmental entities from time to time by the GovernmentalAccounting Standards Board. If the Agency’s audited financial statements are not available by thetime the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shallcontain unaudited financial statements in a format similar to the financial statements contained in thefinal Official Statement, and the audited financial statements shall be filed in the same manner as theAnnual Report when they become available.
(b) The following financial information and operating data set forth in the final OfficialStatement, as follows:
(i) Breakdown of Assessed Valuation By Category of Use;(ii) Historical Taxable Values and Tax Increment Revenues;(iii) Largest Property Taxpayers, by Assessed Value;(iv) Tax Collections and Delinquencies;(v) Appeals of top ten taxpayers; and(vi) Debt Service Coverage.
Any or all of the items listed above may be included by specific reference to otherdocuments, including official statements of debt issues of the Agency or related public entities, whichhave been submitted to each of the Repositories or the Securities and Exchange Commission. If thedocument included by reference is a final official statement, it must be available from the MunicipalSecurities Rulemaking Board. The Agency shall clearly identify each such other document soincluded by reference.
Appendix FPage 3
Section 5. Reporting of Sign ificant Events .
(a) Pursuant to the provisions of this Section 5, the Agency shall give, or cause to be given,notice of the occurrence of any of the following events with respect to the Bonds, if material:
(i) Principal and interest payment delinquencies.(ii) Non-payment related defaults.(iii) Unscheduled draws on debt service reserves reflecting financial difficulties.(iv) Unscheduled draws on credit enhancements reflecting financial difficulties.(v) Substitution of credit or liquidity providers, or their failure to perform.(vi) Adverse tax opinions or events affecting the tax-exempt status of the security.(vii) Modifications to rights of security holders.(viii) Contingent or unscheduled bond calls.(ix) Defeasances.(x) Release, substitution, or sale of property securing repayment of the securities.(xi) Rating changes.
(b) Whenever the Agency obtains knowledge of the occurrence of a Listed Event, the Agencyshall as soon as possible determine if such event would be material under applicable Federalsecurities law. The Dissemination Agent shall have no responsibility for such determination and shallbe entitled to conclusively rely on the Agency’s determination.
(c) If the Agency determines that knowledge of the occurrence of a Listed Event would bematerial under applicable Federal securities law, the Agency shall promptly file a notice of suchoccurrence with the Municipal Securities Rulemaking Board and each State Repository.Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(viii) and (ix) neednot be given under this subsection any earlier than the notice (if any) of the underlying event is givento holders of affected Bonds pursuant to the Indenture.
Section 6. Termination of Reporting Obligation . The Agency’s obligations under thisDisclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in fullof all of the Bonds or upon the delivery to the Dissemination Agent of an opinion of nationallyrecognized bond counsel retained by the Agency to the effect that continuing disclosure is no longerrequired. If such termination occurs prior to the final maturity of the Bonds, the Agency shall givenotice of such termination in the same manner as for a Listed Event under Section 5(c).
Section 7. Dissemination Agent .
(a) The Agency may, from time to time, appoint or engage a Dissemination Agent to assist itin carrying out its obligations under this Disclosure Certificate, and may discharge any suchDissemination Agent, with or without appointing a successor Dissemination Agent. TheDissemination Agent shall not be responsible in any manner for the content of any notice or reportprepared by the Agency pursuant to this Disclosure Certificate, unless the Agency is theDissemination Agent, as provided herein. The initial Dissemination Agent shall be the Agency. If atany time there is no designated Dissemination Agent appointed by the Agency, or if theDissemination Agent so appointed is unwilling or unable to perform the duties of DisseminationAgent hereunder, the Agency shall be the Dissemination Agent and undertake or assume itsobligations hereunder.
Any company succeeding to all or substantially all of the Dissemination Agent’s corporatetrust business shall be the successor to the Dissemination Agent hereunder without the execution orfiling of any paper or any further act. The Dissemination Agent may resign its duties hereunder at anytime upon written notice to the Agency.
(b) The Dissemination Agent shall be paid compensation by the Agency for its servicesprovided hereunder in accordance with its schedule of fees as agreed to between the DisseminationAgent and the Agency from time to time and for all expenses, legal fees and advances made orincurred by the Dissemination Agent in the performance of its duties hereunder. The Dissemination
Appendix FPage 4
Agent (unless the Agency is the Dissemination Agent) shall have no duty or obligation to review anyinformation provided to it by the Agency hereunder and shall not be deemed to be acting in anyfiduciary capacity for the Agency, holders or beneficial owners or any other party. TheDissemination Agent may rely and shall be protected in acting or refraining from acting upon anydirection from the Agency or an opinion of nationally recognized bond counsel retained by theAgency.
Section 8. Amendment; Waiver . Notwithstanding any other provision of this DisclosureCertificate, the Agency may amend this Disclosure Certificate, and any provision of this DisclosureCertificate may be waived, provided that the following conditions are satisfied (provided noamendment or waiver shall be made that affects the duties or rights of the Dissemination Agentwithout its written consent):
(a) if the amendment or waiver relates to the provisions of Sections 3(a), 4 or 5(a), it may onlybe made in connection with a change in circumstances that arises from a change in legalrequirements, change in law, or change in the identity, nature, or status of an obligated person withrespect to the Bonds, or type of business conducted;
(b) the undertakings herein, as proposed to be amended or waived, would, in the opinion ofnationally recognized bond counsel retained by the Agency, have complied with the requirements ofthe Rule at the time of the primary offering of the Bonds, after taking into account any amendmentsor interpretations of the Rule, as well as any change in circumstances; and
(c) the proposed amendment or waiver either (i) is approved by holders of the Bonds in themanner 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 retained by the Agency, materiallyimpair the interests of the holders or beneficial owners of the Bonds.
If the annual financial information or operating data to be provided in the Annual Report isamended pursuant to the provisions hereof, the first annual financial information filed pursuant heretocontaining the amended operating data or financial information shall explain, in narrative form, thereasons for the amendment and the impact of the change in the type of operating data or financialinformation being provided.
If an amendment is made to the undertaking specifying the accounting principles to befollowed in preparing financial statements, the annual financial information for the year in which thechange is made shall present a comparison between the financial statements or information preparedon the basis of the new accounting principles and those prepared on the basis of the formeraccounting principles. The comparison shall include a qualitative discussion of the differences in theaccounting principles and the impact of the change in the accounting principles on the presentationof the financial information, in order to provide information to investors to enable them to evaluatethe ability of the Agency to meet its obligations. To the extent reasonably feasible, the comparisonshall be quantitative. A notice of the change in the accounting principles shall be sent to theRepositories in the same manner as for a Listed Event under Section 5(c).
Section 9. Additional Information . Nothing in this Disclosure Certificate shall be deemed toprevent the Agency from disseminating any other information, using the means of dissemination setforth in this Disclosure Certificate or any other means of communication, or including any otherinformation in any Annual Report or notice of occurrence of a Listed Event, in addition to that whichis required by this Disclosure Certificate. If the Agency chooses to include any information in anyAnnual Report or notice of occurrence of a Listed Event in addition to that which is specificallyrequired by this Disclosure Certificate, the Agency shall have no obligation under this DisclosureCertificate to update such information or include it in any future Annual Report or notice ofoccurrence of a Listed Event.
Section 10. Default . In the event of a failure of the Agency to comply with any provision ofthis Disclosure Certificate, any Participating Underwriter or any holder or beneficial owner of theBonds may take such actions as may be necessary and appropriate, including seeking mandate or
Appendix FPage 5
specific performance by court order, to cause the Agency to comply with its obligations under thisDisclosure Certificate. A default under this Disclosure Certificate shall not be deemed an Event ofDefault under the Indenture, and the sole remedy under this Disclosure Certificate in the event of anyfailure of the Agency to comply with this Disclosure Certificate shall be an action to compelperformance.
Section 11. Duties, Immunities and Liabilities of Dissemination Agent . All of the immunities,indemnities, and exceptions from liability in Article VI of the Indenture insofar as they relate to theTrustee shall apply to the Trustee and the Dissemination Agent in this Disclosure Certificate. TheDissemination Agent shall have only such duties as are specifically set forth in this DisclosureCertificate, and the Agency agrees to indemnify and save the Dissemination Agent, its officers,directors, employees and agents, harmless against any loss, expense and liabilities which it may incurarising out of or in the exercise or performance of its powers and duties hereunder, including thecosts and expenses (including attorneys fees) of defending against any claim of liability, but excludingliabilities due to the Dissemination Agent’s negligence or willful misconduct. The DisseminationAgent may rely and shall be protected in acting or refraining from acting upon any direction fromthe Agency or an opinion of nationally recognized bond counsel retained by the Agency. Theobligations of the Agency under this Section shall survive resignation or removal of theDissemination Agent and payment of the Bonds. No person, other than the Agency, shall have anyright to commence any action against the Trustee or Dissemination Agent seeking any remedy otherthan to compel specific performance of this Disclosure Certificate.
The Dissemination Agent may conclusively rely upon the Annual Report provided to it bythe Agency as constituting the Annual Report required of the Agency in accordance with thisDisclosure Certificate and shall have no duty or obligation to review such Annual Report. TheDissemination Agent shall have no duty to prepare the Annual Report nor shall the DisseminationAgent be responsible for filing any Annual Report not provided to it by the Agency in a timelymanner in a form suitable for filing.
Section 12. Beneficiaries . This Disclosure Certificate shall inure solely to the benefit of theAgency, the Dissemination Agent, the Participating Underwriters and holders and beneficial ownersfrom time to time of the Bonds, and shall create no rights in any other person or entity.
Section 13. Alternative Filing Loca tion . Any filing under this Disclosure Certificate may bemade solely by transmitting such filing to the Texas Municipal Advisory Council (the “MAC”) asprovided at http://www.disclosureusa.org, unless the United States Securities and ExchangeCommission has withdrawn the interpretive advice in its letter to the MAC dated September 7, 2004.
NOTICE TO MUNICIPAL SECURITIES RULEMAKINGBOARD OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer: Whittier Redevelopment Agency
Name of Bond Issue: Whittier Redevelopment Agency (Housing Projects), Taxable TaxAllocation Bonds, 2007 Series B
Date of Issuance: [Closing Date]
NOTICE IS HEREBY GIVEN to [(i) each National Repository or the Municipal SecuritiesRulemaking Board and (ii) each appropriate State Repository] [the Municipal Securities RulemakingBoard] that the Whittier Redevelopment Agency (the “Issuer”) has not provided an Annual Reportwith respect to the above-named Bonds as required by the Continuing Disclosure Certificate, dated[Closing Date], executed by the Issuer. The Issuer anticipates that the Annual Report will be filed by__________.
The information in this Appendix H has been provided by The Depository Trust Company(“DTC”), New York, NY, for use in securities offering documents, and none of the Authority or theAgency takes responsibility for the accuracy or completeness thereof. None of the Authority or theAgency can or give any assurances that DTC, DTC Participants or Indirect Participants will distributethe Beneficial Owners either (a) payments of interest, principal or premium, if any, with respect to theBonds or (b) certificates representing ownership interest in or other confirmation of ownershipinterest in the Bonds, or that they will so do on a timely basis or that DTC, DTC Direct Participants orDTC Indirect Participants mill act in the manner described in this Official Statement.
1. DTC will act as securities depository for the Bonds (the “Securities”). The Securitieswill be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnershipnominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Security certificate will be issued for each maturity of the Securities, in the aggregateprincipal amount of such issue, and will be deposited with DTC.
2. DTC, the world’s largest depository, is a limited purpose trust company organizedunder the New York Banking Law, a “banking organization” within the meaning of the New YorkBanking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaningof the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to theprovisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides assetservicing for over 2 million issues of U.S. and non-U.S. equity issues, corporate and municipal debtissues, and money market instruments from over 85 countries that DTC’s participants (“DirectParticipants”) deposit with DTC. DTC also facilitates the post-trade settlement among DirectParticipants of sales and other securities transactions in deposited securities, through electroniccomputerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminatesthe need for physical movement of securities certificates. Direct Participants include both U.S. andnon-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certainother organizations. DTC is a wholly-owned subsidiary of The Depository Trust & ClearingCorporation (“DTCC”). DTCC, in turn, is owned by a number of Direct Participants of DTC andMembers of the National Securities Clearing Corporation, Government Securities ClearingCorporation, MBS Clearing Corporation, and Emerging Markets Clearing Corporation, (NSCC,GSCC, MBSCC, and EMCC, also subsidiaries of DTCC), as well as by the New York Stock Exchange,Inc., the American Stock Exchange LLC, and the National Association of Securities Dealers, Inc.Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokersand dealers, banks, trust companies, and clearing corporations that clear through or maintain acustodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”).DTC has Standard & Poor’s highest rating: AAA. The DTC Rules applicable to its Participants are onfile with the Securities and Exchange Commission. More information about DTC can be found atwww.dtcc.com.
3. Purchases of Securities under the DTC system must be made by or through DirectParticipants, which will receive a credit for the Securities on DTC’s records. The ownership interest ofeach actual purchaser of each Security (“Beneficial Owner”) is in turn to be recorded on the Directand Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTCof their purchase. Beneficial Owners are, however, expected to receive written confirmationsproviding details of the transaction, as well as periodic statements of their holdings, from the Director Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers ofownership interests in the Securities are to be accomplished by entries made on the books of Directand Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receivecertificates representing their ownership interests in Securities, except in the event that use of thebook-entry system for the Securities is discontinued.
Appendix HPage 2
4. To facilitate subsequent transfers, all Securities deposited by Direct Participants withDTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name asmay be requested by an authorized representative of DTC. The deposit of Securities with DTC andtheir registration in the name of Cede & Co. or such other DTC nominee do not effect any change inbeneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Securities; DTC’srecords reflect only the identity of the Direct Participants to whose accounts such Securities arecredited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants willremain responsible for keeping account of their holdings on behalf of their customers.
5. Conveyance of notices and other communications by DTC to Direct Participants, byDirect Participants to Indirect Participants, and by Direct Participants and Indirect Participants toBeneficial Owners will be governed by arrangements among them, subject to any statutory orregulatory requirements as may be in effect from time to time.
6. Redemption notices shall be sent to DTC. If less than all of the Securities within anissue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of eachDirect Participant in such issue to be redeemed.
7. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote withrespect to Securities unless authorized by a Direct Participant in accordance with DTC’s Procedures.Under its usual procedures, DTC mails an Omnibus Proxy to the issuer as soon as possible after therecord date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those DirectParticipants to whose accounts Securities are credited on the record date (identified in a listingattached to the Omnibus Proxy).
8. Redemption proceeds, distributions, and dividend payments on the Securities will bemade to Cede & Co., or such other nominee as may be requested by an authorized representative ofDTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds andcorresponding detail information from the issuer or the paying agent or bond trustee, on payable datein accordance with their respective holdings shown on DTC’s records. Payments by Participants toBeneficial Owners will be governed by standing instructions and customary practices, as is the casewith securities held for the accounts of customers in bearer form or registered in “street name,” andwill be the responsibility of such Participant and not of DTC nor its nominee, the paying agent orbond trustee, or the issuer, subject to any statutory or regulatory requirements as may be in effectfrom time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede &Co. (or such other nominee as may be requested by an authorized representative of DTC) is theresponsibility of the issuer or the paying agent or bond trustee, disbursement of such payments toDirect Participants will be the responsibility of DTC, and disbursement of such payments to theBeneficial Owners will be the responsibility of Direct and Indirect Participants.
9. DTC may discontinue providing its services as depository with respect to theSecurities at any time by giving reasonable notice to the issuer or the paying agent or bond trustee.Under such circumstances, in the event that a successor depository is not obtained, Securitycertificates are required to be printed and delivered.
10. The issuer may decide to discontinue use of the system of book-entry transfersthrough DTC (or a successor securities depository). In that event, Security certificates will be printedand delivered.
