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August 24, 2007 $2135000 CITY of PALMDALE LIMITED OBLIGATION

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August 24, 2007 $2135000 CITY of PALMDALE LIMITED OBLIGATION SUPPLEMENT TO OFFICIAL STATEMENT Dated: August 24, 2007 $2,135,000 $3,205,000 CITY OF PALMDALE CITY OF PALMDALE LIMITED OBLIGATION REFUNDING BONDS LIMITED OBLIGATION REFUNDING BONDS 7TH STREET WEST ASSESSMENT 7TH STREET WEST ASSESSMENT DISTRICT NO. 90-2 DISTRICT NO. 90-2 (REASSESSMENT AND REFUNDING OF (REASSESSMENT AND REFUNDING OF 2007-A), SERIES A 2007-C), SERIES C This Supplement to Official Statement (this "Supplement") supplements the Official Statement dated August 15, 2007 (the "Official Statement"} relating to the above-referenced bonds. The information set forth in this Supplement relates only to the captioned Series C Bonds, which have the maturity date, principal amount and CUSIP number set forth below: $3,205,000 5.000% Term Series C Bond due September 2, 2016, Yield: 5.000%, Price: 100.000 CUSIP No. 69672 H Purpose of Supplement This Supplement amends the Official Statement for two purposes: 1. To amend and restate the section entitled "Description of the Series C Reassessment Parcels" on pages 18-19 of the Official Statement. More specifically, the City wishes to amend the first paragraph of that section to reflect the terms under which the Series C Reassessment Parcels were sold to lntertex General Contractors, Inc. ("lntertex") by Palmdale T&C Partners LLC ("Palmdale T&C'') in July 2007. In addition, the second paragraph has been amended to reflect the fact that lntertex plans on beginning construction in early-2008 rather than late-2007. 2. With respect to the section entitled "Appraised Value of the Series C Reassessment Parcels" on page 21 of the Official Statement, to delete Footnote 1 to the summary of the appraised value of the Series C Reassessment Parcels. The purchase price is more completely described in the amended and restated "Description of the Series C Reassessment Parcels" below. The referenced section, with Footnote 1 shown in strike-out, is set forth below. 1. Amended and Restated "Description of the Series C Reassessment Parcels" Description of the Series C Reassessment Parcels General. lntertex purchased the Series C Reassessment Parcels in July 2007 from Palmdale T&C. lntertex purchased the Series C Reassessment Parcels for a stated purchase price of $7,078,856 (according to Palmdale T&C, the difference between the stated sales price and the lien-free value of $8,604,000 determined by the Appraiser reflects the discount negotiated by lntertex and Palmdale T&C to account for the maximum annual special tax burden of $6,100 per acre for CFD 05-1). lntertex paid Palmdale T&C $1,500,000 in cash at closing and gave Palmdale T&C a 7.5% note for the remaining $5,578,856; the note matures on December 14, 2007 and is secured by a deed of trust on the Series C Reassessment Parcels. Upon payment in full of the note, Palmdale T&C will grant lntertex a credit of $231,715 (resulting in an effective purchase price of $6,847,141). Since the closing date, lntertex paid Palmdale T&C $1,100,000 in partial satisfaction of its note, which reduced the outstanding principal amount of the note to $4,500,635.89 (a portion was applied to pay interest on the note). On the date lntertex pays off its note to Palmdale T&C, Palmdale T&C is obligated to pay the unpaid Series C Reassessments, which would result in a redemption of the Series C Bonds prior to their scheduled maturity. lntertex is a commercial sector builder established in 1982 with over 20 years experience in construction. lntertex builds a diverse range of buildings, including restaurants, hotels, schools and parking structures in Valencia, Santa Clarita and Castaic. Financing for lntertex' proposed development in the City is being provided by Alexander and Baldwin, a large shipping conglomerate founded in 1870 with real estate investments worldwide. The proposed project is comprised of a high quality mix of light industrial and office space offering both ''for sale" and "for lease" product. With a total size of 320,000 square feet to be constructed in two phases, the project would represent by far the largest development of its type in the Trade and Commerce Center. The project has received site plan approval from the City's Planning Commission and a construction start on Phase 1 is anticipated in early-2008. Information about lntertex can be found on its website at www.intertexcompanies.com. This 2 internet address is included for reference only, and the information on this internet site is not a part of this Official Statement and is not incorporated by reference into this Official Statement. Zoning. The Series C Reassessment Parcels are zoned Mixed Use (MX). The Mixed Use zone was established for the development of a combination of business park, light industrial, and regional and community commercial uses. Uses also considered appropriate in this zone include entertainment facilities, administrative, professional, and medical offices, personal services and financial institutions. This zone will accommodate those business park, light industrial and manufacturing uses which are conducted entirely within an enclosed building and which do not produce odor, noise, vibration, pollution or other nuisance which would adversely impact adjacent uses. This zone is not intended for heavy industrial and manufacturing, agricultural, and residential uses. Off-Site Improvements. The Series C Reassessment Parcels are "finished lots" with all off-site improvements completed, including curbs, gutters, sidewalks, streetlights and utilities in the streets. Utilities. Sewer service is provided by the Los Angeles County Sanitation District No. 20. Water service is provided by Los Angeles County Water District No. 40. The City is not aware that either utility has issued a "can and will serve" letter for development of the Series C Reassessment Parcels. 2. Deletion of Footnote 1 from "Appraised Value of the Series C Reassessment Parcels" Appraised Value of the Serles C Reassessment Parcels. In connection with the proposed refunding of the Refunded Prior Assessment Bonds, the City retained the Appraiser to prepare an appraisal of the two Series C Reassessment Parcels. The two Series C Reassessment Parcels, at the time of the Appraisal, were owned by Palmdale T&C Partners LLC ("Palmdale T&C'') along with 23 other parcels, and the Appraisal valued all 25 parcels. On July 12, 2007, after the May 16, 2007 date of value of the Appraisal, Palmdale T&C sold the two parcels to lntertex. It is important to note that, although the Appraisal values the 23 Palmdale T&C parcels as well as the lntertex parcels, the Series C Reassessment Parcels consist only of the two lntertex parcels. The Palmdale T&C parcels also are not Series A Reassessment Parcels. Conditions and Assumptions. The Appraisal was based on certain assumptions and limiting conditions set forth in APPENDIX C. Value Estimate. The Appraiser appraised the Series C Reassessment Parcels as follows: 1. Retail value: The Appraiser appraised the fair market "retail value" of the parcels' fee simple interest, which is the summation of the fair market value of each lot. The appraiser exclusively applied the Sales Comparison Approach. 2. Without consideration of delinquent liens and bonded indebtedness: The Appraiser appraised the fair market value of the parcels without consideration of liens of assessments, special taxes, ad valorem property tax encumbrances and bonded indebtedness as of May 16, 2007. 3. Appraisal Methodology: The Appraiser utilized the Sales Comparison Approach (as described below). 3 Subject to the assumptions contained in the Appraisal, the Appraiser estimated the following fair market values as of May 16, 2007. Appraised Value Property Without Bonded Owner Acres Indebtedness• lntertex Property 18.99 $8,604,000 * Rounded. (1) Palmdal• Ta C ••• iAfGm,od la• City taat ta• J"IY 1:l, 2007 ••I• of la• s •••• C R••···••m•at Paro•I• by Palmdal• Ta C te IRtortoir was f.6'r a caloc prise 9f $g,@Q4 ,QQQ. Valuation Methods. The Appraiser utilized the Sales Comparison Approach to value the Series C Reassessment Parcels in their "as is" condition. The Appraisals state that the Sales Comparison Approach involves the following: (1) gathering sales of vacant lots comparable to the subject parcels, (2) adjusting them for different conditions and characteristics, (3) considering the reliability and applicability of each adjusted sale price, and (4) selecting a final value indication for each of the subject lots as though the lots are ready for development and with all off-site improvements in place. The resulting value is the "retail value". In each case, the Appraiser identified several sales in the geographic vicinity that were useful for the Sales Comparison Approach, and utilized a variety of characteristics and elements of comparison, including the nature of the real property rights conveyed (e.g., leasehold vs. fee simple interest), financing terms, conditions of sale, expenditures after sale, marketing conditions, location (which the Appraiser considers the most important factor affecting property values in the subject area), size of the parcels (larger parcels typically bring lesser unit prices), physical characteristics (e.g., parcel size, shape, access, terrain), availability of utilities, and zoning and highest and best use. END OF SUPPLEMENT 4 NEW ISSUE NO RATING In the opinion ofQuint & Ihimmig LLP, Bond Counsel, San Francisco, California, subject, however, to certain qualifications described herein, under existing law, interest on the Series A Bonds and on the Series C Bonds is excludable from gross income of the owners thereoffor federal income tax purposes and is not included as an item oftax preference in computing the federal alternative minimum tax for individuals and corporations under the Internal Revenue Code of1986, as amended, but is taken into account in computing an adjustment used in determining the federal alternative minimum tax for certain corporations.
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