ATTACHMENT B
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PRELIMINARY OFFICIAL STATEMENT DATED OCTOBER ___, 2025
NEW ISSUE—BOOK-ENTRY ONLY S&P RATINGS:
Insured: “__”
Underlying: “__”
See the caption “CONCLUDING INFORMATION—Ratings”
In the opinion of Stradling Yocca Carlson & Rauth LLP, Newport Beach, California (“Bond Counsel”), under existing statutes, regulations, rulings and judicial decisions, and assuming the accuracy of certain representations and compliance with certain covenants and requirements described herein, interest (and original issue discount) on the 2025 Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on indi viduals. In the further opinion of Bond Counsel, interest (and original issue discount) on the 2025 Bonds is exempt from State of California personal income tax. See “TAX MATTERS” with respect to certain tax consequences relating to the 2025 Bonds, including with respect to the alternative minimum tax imposed on certain large corporations.
$____________*
SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITY
JUNIOR LIEN TAX ALLOCATION REFUNDING BONDS, SERIES 2025A Dated: Closing Date Due: December 1, as shown on the inside front cover page The Southern California Logistics Airport Authority Junior Lien Tax Allocation Refunding Bonds, Series 2025A will be delivered as fully registered bonds, registered in the name of Cede & Co. as nominee of The Depository Trust Company, New York, New York, and will be available to Beneficial Owners in integral multiples of $5,000 under the book-entry system maintained by DTC. Beneficial Owners will not be entitled to receive delivery of bon ds representing their ownership interest in the 2025 Bonds. The prin cipal of, premium if any, and interest (which interest is due June 1 and December 1 of each year, commencing June 1, 2026) on the 2025 Bonds will be payable by The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), to DTC for subsequent disbursement to DTC Participants, so long as DTC or its nominee remains the registered owner of the 2025 Bonds. See the caption “THE 2025 BONDS—Book-Entry System.” The 2025 Bonds are being issued pursuant to the Indenture of Trust dated November 1, 2025 (the “Indenture”), by and between the Southern California Logistics Airport Authority (the “Authority” or “SCLAA”), and the Trustee, to: (i) refinance certain outstanding bonds of the Authority, as described under the caption “THE REFUNDING PLAN”; (ii) purchase a municipal bond insurance policy for the 2025 Bonds; (iii) purchase a debt service reserve insurance policy for the 2025 Bonds; and (iv) pay certain costs of issuance of the 2025 Bonds.
The 2025 Bond s are subject to optional and mandatory sinking fund redemption prior to maturity. See the caption “THE 2025 BONDS—Redemption.”
The 2025 Bonds are special obligations of the Authority payable primarily from and secured by a pledge of, security interest in, and lien on the Pledged Tax Revenues, which generally consist of the portions of the property tax increment paid to the Authority that is generated in the Victor Valley Redevelopment Project Area allocated to the Authority and the City of Victorville and 50% of the net property tax increment generated in the Victor Valley Redevelopment Project Area generated within the Other Juris dictions, pursuant to the Redevelopment Plan for the Victor Valley Redevelopment Project Area and the Joint Exercise of Powers Agreement creating the Victor Valley Economic Development Authority (“VVEDA”). “ See the caption “ SECURITY FOR THE 2025 BONDS —Allocation of Tax Increment Revenues” and “—Tax Increment Financing.” The pledge of Pledged Tax Revenues in favor of the 2025 Bonds is subordinate to the pledge in favor of certain series of Senior Bonds as described under the caption “SECURITY FOR THE 2025 BONDS —Obligations with Senior Right to Payment —Senior Bonds.” Pursuant to the Indenture, the Authority is authorized to issue additional obligations on a senior basis to the 2025 Bonds but only for purposes of refunding Senior Bonds for debt service savings, subject to certain conditions. The Authority is also permitted to issue Parity Debt on a parity with the 2025 Bonds for purposes of refunding the 2025 Bonds or Senior Bonds for debt service savings, subject to certain conditions.
See the caption “SECURITY FOR THE 2025 BONDS—Additional Senior Bonds and Parity Debt for Refunding Purposes Only.” [The scheduled payment of principal of and interest on the 2025 Bonds when due will be guaranteed under a municipal bond insurance policy to be issued concurrently with the delivery of the 2025 Bonds by Assured Guaranty Inc. See the captions “INTRODUCTORY STATEMENT—Bond Insurance” and “BOND INSURANCE” and Appendix J —“SPECIMEN MUNICIPAL BOND INSURANCE POLICY.”]
[Insurer logo]
This cover page of the Official Statement contains information for quick reference only. It is not a complete summary of the 2025 Bonds. Investors should read the entire Official Statement to obtain information essential to the making of an informed investment decision. Attention is hereby directed to certain risk factors more fully described herein.
The 2025 Bonds are not a debt of the City of Victorville , VVEDA, the State of California, or any of its political subdivisions (other than the Authority), and none of the City of Victorville , VVEDA, the State of California, or any of its political subdivisions (other than the Authority) are liable thereon. Further, the 2025 Bonds are not payable out of any funds or properties other than Pledged Tax Revenues received by the Authority and amounts on deposit in certain funds and accounts maintained under the Indenture . Airport operating revenues are not pledged to payment of the 2025 Bonds. The 2025 Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction. The principal of and interest on the 2025 Bonds are payable solely from the Pledged Tax Revenues and other funds as set forth in the Indenture.
The 2025 Bonds are offered, when, as and if issued and accepted by the Underwriter, subject to the approval of Stradling Yocca Carlson & Rauth LLP, Newport Beach, California, Bond Counsel. Certain legal matters will be passed on for the Authority by the City Attorney of the City of Victorville, as counsel to the Authority, by Stradling Yocca Carlson & Rauth LLP, as Disclosure Counsel to the Authority, for the Underwriter by its counsel, Anzel Galvan LLP, San Francisco, California, for the Trustee by its counsel, and for the Insurer by its counsel. It is anticipated that the 2025 Bonds will be available for delivery through the facilities of DTC on or about _________, 2025. [RAYMOND JAMES LOGO]
Dated: ___________, 2025.
* Preliminary, subject to change.
This Preliminary Official Statement and the information contained herein are subject to completion or amendment. These securities may not be sold, nor may offers to buy them be accepted, prior to the time the Official Statement is delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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MATURITY SCHEDULE
Base CUSIP† _____
$____________*
SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITY
JUNIOR LIEN TAX ALLOCATION REFUNDING BONDS, SERIES 2025A Maturity Date
(December 1)
Principal
Amount Interest Rate Yield Price CUSIP†
* Preliminary, subject to change.
† CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services (CGS) is managed on behalf of the American Bankers Association by FactSet Research Systems Inc. Copyright© 2025 CUSIP Global Services. All rights reserved. CUSIP® data herein is provided by CUSIP Global Services. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. CUSIP® numbers are provided for con venience of reference only. None of the Authority, the City of Victorville, VVEDA, or the Underwriter or their agents or counsel assume responsibility for the accuracy of such numbers.
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SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITY
AUTHORITY COMMISSION / VICTORVILLE CITY COUNCIL
Elizabeth Becerra, Chair/Mayor
Bob Harriman, Vice Chair/Mayor Pro Tem
Tiffany Gaudin, Board Member/Council Member
Leslie Irving, Board Member/Council Member
Debra Jones1, Board Member/Council Member
AUTHORITY / CITY STAFF
Keith C. Metzler, Executive Director/City Manager
Carmen Cun, Finance Director/Treasurer
Jennifer Thompson, Secretary/City Clerk
Jenele Davidson, Deputy City Manager
Tony Camargo, Deputy City Manager
Scott Webb, Deputy City Manager
James Murawsky, Airport Director
Asdghik Keyvanian, Assistant Director of Finance
Andre De Bortnowsky, Authority Counsel/City Attorney
SPECIAL SERVICES
Bond Counsel and Disclosure Counsel
Stradling Yocca Carlson & Rauth LLP
Newport Beach, California
Municipal Advisor
Urban Futures, Inc.
Walnut Creek, California
Fiscal Consultant
Harris & Associates
Irvine, California
Trustee
The Bank of New York Mellon Trust Company, N.A.
Los Angeles California
Verification Agent
Causey Demgen & Moore P.C.
1 Debra Jones is expected to announce her resignation on October 21, 2025, to become effective October 22, 2025.
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GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT
No Offering May Be Made Except by this Official Statement . No dealer, broker, salesperson or other person has been authorized by the Authority, the City, VVEDA, or the Underwriter to give any information or to make any representations with respect to the 2025 Bonds other than as contained in this Official Statement, and, if given or made, such other information or representation must not be relied upon as having been given or authorized by the Authority, the City, VVEDA, or the Underwriter.
Use of Official Statement. This Official Statement is submitted in connection with the sale of the 2025 Bonds described in this Official Statement and may not be reproduced or used, in whole or in part, for any other purpose. This Official Stat ement does not constitute a contract between any Bond owner and the Authority, the City, VVEDA, or the Underwriter.
Preparation of this Official Statement . The information contained in this Official Statement has been obtained from sources that are believed to be reliable, but this information is not guaranteed as to accuracy or completeness. The Underwriter has provided the following sentence for inclusi on in this Official Statement: The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information.
Estimates and Forecasts. When used in this Official Statement and in any continuing disclosure made by the Authority, the words or phrases “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” “forecast,” “expect,” “intend” and simil ar expressions identify “forward -looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to risks and uncertainties that could cause actual results to dif fer materially from those contemplated in such forward-looking statements. Any forecast is subject to such uncertainties. Inevitably, some assumptions used to develop the forecasts will not be realized and unanticipated events and circumstances may occur.
Therefore, there are likely to be differences between forecasts and actual results, and those differences may be material.
This Official Statement speaks only as of its date, and the information and expressions of opinion contained in this Official Statement are subject to change without notice. Neither the delivery of this Official Statement nor any sale of the 2025 Bonds will, under any circumstances, create any implication that there has been no change in the affairs of the Authority, the City, VVEDA, or the other parties described in this Official Statement, since the date of this Official Statement.
Document Summaries. All summaries of the Indenture and or other documents contained in this Official Statement are made subject to the provisions of such documents and do not purport to be complete statements of any or all such provisions. All references in this Official Statement to the Indenture and such ot her documents are qualified in their entirety by reference to such documents, which are on file with the Authority.
No Unlawful Offers or Solicitations. This Official Statement does not constitute an offer to sell or a solicitation of an offer to buy in any state in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.
No Registration with the SEC. The issuance and sale of the 2025 Bonds have not been registered under the Securities Act of 1933 or the Securities Exchange Act of 1934, both as amended, in reliance upon exemptions provided thereunder by Sections 3(a)(2) and 3(a)(12), respectively, for the issuance and sale of municipal securities.
Public Offering Prices . The Underwriter may offer and sell the 2025 Bonds to certain dealers and dealer banks and banks acting as agent at prices lower than the public offering prices stated on the inside cover page of this Official Statem ent, and the Underwriter may change such public offering prices from time to time. [Bond Insurer. Assured Guaranty Inc. (the “Insurer” or “AGI”) makes no representation regarding the 2025 Bonds or the advisability of investing in the 2025 Bonds. In addition, the Insurer has not independently verified, makes no representation regarding, and does not accept any responsibility for the accuracy or completeness of this Official Statement or any information or disclosure contained herein, or omitted herefrom, other than with respect to the accuracy of the information regarding the Insurer, supplied by the Insurer and presented under the heading “BOND INSURANCE” and “ Appendix J—SPECIMEN MUNICIPAL BOND INSURANCE POLICY”.]
Website. The City of Victorville maintains an Internet website. However, the information maintained on such website is not a part of this Official Statement and should not be relied upon in making an investment decision with respect to the 2025 Bonds.
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VICTOR VALLEY REDEVELOPMENT PROJECT AREA MAP
TABLE OF CONTENTS
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INTRODUCTORY STATEMENT ................................................. 1 Authority and Purpose................................................................ 1 Victor Valley Economic Development Authority ...................... 1 Southern California Logistics Airport Authority ........................ 2 The Redevelopment Plan and the Project Area .......................... 3 Security for the 2025 Bonds ....................................................... 3 Administration of VVEDA and the VVEDA RPTTF ................ 5 VVEDA Recognized Obligation Payment Schedule and
RPTTF Disbursements ........... Error! Bookmark not defined.
Obligations with Senior Right to Payment ................................. 6 Additional Senior Bonds and Parity Debt for Refunding
Purposes .................................................................................. 6 Tax-Exemption on Bonds .......................................................... 6 Bond Insurance .......................................................................... 7 Reserve Account ........................................................................ 7 Audited Financial Statements ..................................................... 7 Further Information .................................................................... 7 THE REFUNDING PLAN .............................................................. 8 The Refunded Bonds .................................................................. 8 Verification of Mathematical Computations .............................. 9 Sources and Uses of Funds ........................................................ 9 THE 2025 BONDS ......................................................................... 9 Authority for Issuance ................................................................ 9 Description of the 2025 Bonds ................................................. 10 Book-Entry System .................................................................. 10 Redemption .............................................................................. 10 Annual Debt Service ................................................................ 13 SECURITY FOR THE 2025 BONDS........................................... 13 General ..................................................................................... 13 Allocation of Tax Increment Revenues .................................... 14 Pledge of Pledged Tax Revenues ............................................. 19 Special Fund; Deposit of Pledged Tax Revenues ..................... 20 Deposit of Amounts by Trustee ............................................... 20 Tax Increment Financing ......................................................... 22 Recognized Obligation Payment Schedule .............................. 24 Last and Final Recognized Obligation Payment Schedule ....... 29 Obligations with Senior Right to Payment ............................... 30 Other Authority Obligations Not Secured by Pledged Tax
Revenues ............................................................................... 31 Additional Senior Bonds and Parity Debt for Refunding
Purposes Only ....................................................................... 32 BOND INSURANCE .................................................................... 32 PROPERTY TAXATION IN CALIFORNIA ............................... 33 Property Tax Collection Procedures ......................................... 33 Unitary Property ....................................................................... 35 Article XIIIA of the State Constitution .................................... 35 Appropriations Limitation – Article XIIIB .............................. 36 Articles XIIIC and XIIID of the State Constitution .................. 37 Proposition 87 .......................................................................... 37 Redevelopment Time Limits .................................................... 37 Appeals of Assessed Values ..................................................... 37 Proposition 8 ............................................................................ 38 Propositions 218 and 26 ........................................................... 38 Future Initiatives ...................................................................... 39 THE AUTHORITY ....................................................................... 39
VICTOR VALLEY ECONOMIC DEVELOPMENT
AUTHORITY ............................................................................... 39 Administration of the Victor Valley Economic Development Authority ............................................................................... 39 History of Defaults and Use of Reserves ................................. 42 THE PROJECT AREA ................................................................. 46 General ..................................................................................... 46 Original Redevelopment Plan and Amendments ...................... 46 Southern California Logistics Airport ....................................... 47 Project Area Characteristics ...................................................... 49 PLEDGED TAX REVENUES ....................................................... 64 Projected Tax Revenues and Debt Service Coverage ............... 64 RISK FACTORS............................................................................ 69 Reduction in Taxable Value ...................................................... 69 Risks to Real Estate Market ...................................................... 69 Reduction in Inflation Rate ....................................................... 70 Development Risks ................................................................... 70 Concentration of Ownership ..................................................... 71 Levy and Collection of Taxes ................................................... 71 State Budget Issues ................................................................... 71 Recognized Obligation Payment Schedule ............................... 72 Last and Final Recognized Obligation Payment Schedule ........ 74 Bankruptcy and Foreclosure ..................................................... 75 Estimated Revenues .................................................................. 75 Hazardous Substances ............................................................... 76 Natural Disasters ....................................................................... 76 Changes in the Law ................................................................... 78 Investment Risk ........................................................................ 78 Secondary Market ..................................................................... 78 No Validation Proceeding Undertaken ..................................... 79 IRS Audit of Tax-Exempt Bond Issues ..................................... 79 Loss of Tax Exemption ............................................................. 79 Bonds Are Limited Obligations ................................................ 80 Bond Insurance ......................................................................... 80 Limitations on Remedies .......................................................... 81 TAX MATTERS ............................................................................ 81 SEC SETTLEMENT ...................................................................... 83 CONCLUDING INFORMATION ................................................. 84 Underwriting ............................................................................. 84 Municipal Advisor .................................................................... 84 Verification of Mathematical Computations ............................. 84 Legal Opinions .......................................................................... 84 Litigation................................................................................... 85 Ratings ...................................................................................... 85 Audited Financial Statements ................................................... 85 Continuing Disclosure .............................................................. 85 Miscellaneous ........................................................................... 86
APPENDIX A FISCAL CONSULTANT REPORT – CITY
OF VICTORVILLE....................................... A-1
APPENDIX B CITY OF VICTORVILLE AND SAN
BERNARDINO COUNTY GENERAL
ECONOMIC AND DEMOGRAPHIC
INFORMATION ........................................... B-1
APPENDIX C SUMMARY OF PRINCIPAL LEGAL
DOCUMENTS .............................................. C-1 APPENDIX D FORM OF BOND COUNSEL OPINION ..... D-1
APPENDIX E BOOK-ENTRY ONLY SYSTEM ................. E-1
APPENDIX F SOUTHERN CALIFORNIA LOGISTICS
AIRPORT AUTHORITY AUDITED
FINANCIAL STATEMENTS FOR FISCAL
YEAR ENDED JUNE 30, 2024 ..................... F-1
APPENDIX G CITY OF VICTORVILLE AUDITED
FINANCIAL STATEMENTS FOR FISCAL
YEAR ENDED JUNE 30, 2024 .................... G-1
APPENDIX H STATE DEPARTMENT OF FINANCE
LETTER ........................................................ H-1
APPENDIX I FORM OF CONTINUING DISCLOSURE
CERTIFICATE ............................................... I-1
APPENDIX J SPECIMEN MUNICIPAL BOND
INSURANCE POLICY ...................................J-1
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$____________∗
SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITY
JUNIOR LIEN TAX ALLOCATION REFUNDING BONDS, SERIES 2025A
INTRODUCTORY STATEMENT
This Official Statement, including the cover page, is provided to furnish information in connection with the sale by the Southern California Logistics Airport Authority (the “ Authority” or “SCLAA”) of its $____________* Southern California Logistics Airport Authority Junior Lien Tax Allocation Refunding Bonds, Series 2025A (the “ 2025 Bonds”).
Authority and Purpose
The 2025 Bonds are being issued pursuant to the Constitution and laws of the State of California (the “State”), including Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code (the “Refunding Law”), the Marks-Roos Local Bond Pooling Act of 1985, being Article 4, Chapter 5, Division 7, Title 1 of the California Government Code (the “JPA Law”), the Dissolution Act (defined below) and an Indenture of Trust, dated as of November 1, 2025 (the “Indenture”), by and between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). See the caption “THE 2025 BONDS—Authority for Issuance.”
The 2025 Bonds are being issued to: (i) refinance certain outstanding bonds of the Authority (the “Refunded Bonds”), as described under the caption “THE REFUNDING PLAN” ; (ii) to purchase a municipal bond insurance policy (the “Policy”) with respect to the 2025 Bonds (iii) to purchase a debt service reserve insurance policy (the “Reserve Policy”) for the 2025 Bonds; and (iv) to pay certain costs of issuance of the 2025 Bonds. See the caption “THE REFUNDING PLAN—Sources and Uses of Funds.” Victor Valley Economic Development Authority
The Victor Valley Economic Development Authority (“VVEDA”) is a joint exercise of powers authority established in 1989, pursuant to the Joint Exercise of Powers Act (Articles 1 through 4 of Chapter 5, Division 7, Title 1 of the California Government Code, commencing with Section 6500) (the “JPA Law”) and a joint exercise of powers agreement, subsequently amended and restated as the Fourth Amended and Restated Joint Exercise of Powers Agreement Creating Victor Valley Econ omic Development Authority (the “VVEDA JPA”). The original members of VVEDA were the County of San Bernardino (the “County”), the City of Victorville (the “City”), the Town of Apple Valley and the City of Hesperia. The City of Adelanto became a member entity in 2000. The members of VVEDA are referred to herein as “VVEDA Members.” The Pledged Tax Revenues generally include 100% of the net Tax Increment Revenues (after deduction of County administrative fees and Pass -Through Payments) that are paid to the Authority generated from the parcels within the portions of the Project Area (defined below) located in the Southern California Logistics Airport (the “Airport”) and the City, but only include 50% of the net Tax Increment Revenues (after deduction of County administrative fees, Pass -Through Payments, and Housing Set -Aside) generated from the parcels within the portions of the Project Area located in the Town of Apple Valley, the cities of Hesperia and Adelanto, and unincorporated areas of the County. Accordingly, the Town of Apple Valley, the cities of Hesperia and Adelanto, and the County are sometimes referred to herein as the “Other Jurisdictions” and information regarding the areas in the Project Area located in the Other Jurisdictions is aggregated in the tables presented under the caption “THE PROJECT AREA.”
Although VVEDA is a joint exercise of powers authority, it also acted as a redevelopment agency pursuant to the California Community Redevelopment Law, constituting Part I of Division 24 of the Health and
∗ Preliminary, subject to change.
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Safety Code of the State (as amended from time to time, the “Redevelopment Law”). Specifically, VVEDA was authorized to exclusively exercise the powers of a redevelopment agency pursuant to Health and Safety Code Section 33492.40, in order to provide for the redevelopment of a project area that includes a mili tary facility subject to closure by the Federal government (the former George Air Force Base, where the Airport is now operated by the Authority). VVEDA originally adopted the Victor Valley Redevelop ment Plan (as amended, the “Redevelopment Plan”) in 1993; the Redevelopment Plan was subsequently amended several times, including twice to add territory. The Victor Valley Redevelopment Project Area (the “Combined Project Area” or the “Project Area”) includes the Airport and certain areas in proximity thereto in the jurisdictional boundaries of the VVEDA Members. See the captions “ VICTOR VALLEY ECONOMIC DEVELOPMENT AUTHORITY” and “THE PROJECT AREA.”
As noted above, prior to the dissolution of redevelopment agencies in California on February 1, 2012 pursuant to the Dissolution Act, VVEDA exercised the powers of a redevelopment agency within the Combined Project Area. On June 28, 2011, Assembly Bill No. 26 (“AB X1 26”) was enacted as Chapter 5, Statutes of 2011, together with a companion bill, Assembly Bill No. 27 (“AB X1 27”). A lawsuit entitled California Redevelopment Association, et al. v. Matosantos, et al., was brought in the State Supreme Court challenging the constitutionality of AB X1 26 and AB X1 27. In a published decision (53 Cal. 4th 231 (Dec. 29, 2011)), the State Supreme Court largely upheld AB X1 26, invalidated AB X1 27, and held that AB X1 26 may be severed from AB X1 27 and enforced independently. A s a result of AB X1 26 and the decision of the State Supreme Court, as of February 1, 2012, all redevelopment agencies in the State were dissolved, and successor agencies were designated as successor entities to the former redevelopment agencies and statutorily directed to expeditiously wind down the affairs of the former redevelopment agencies.
The primary provisions of AB X1 26 relating to the dissolution and winding down of former redevelopment agency affairs are Parts 1.8 (commencing with Section 34161) and 1.85 (commencing with Section 34170) of Division 24 of the Health & Safety Code of the State, as amended on June 27, 2012 by Assembly Bill No. 1484 (“AB 1484”), enacted as Chapter 26, Statutes of 2012 and as further amended on September 22, 2015 by Senate Bill 107 (“SB 107”), enacted as Chapter 325, Statutes of 2015 (collectively, and as further amended from time to time, the “Dissolution Act”).
On January 12, 2012, the Commission for the Victor Valley Economic Development Authority, as the governing body of VVEDA (the “VVEDA Commission”) adopted Resolution No. 12 -002 electing to serve as the successor agency to the redevelopment functions of VVED A. Therefore, following the dissolution of redevelopment agencies in the State as described herein, VVEDA’s Redevelopment Plan obligations continue to be administrated by VVEDA, acting as the successor agency to the redevelopment functions of VVEDA (sometimes referred to herein as the “VVEDA Successor Agency”). See the caption “VICTOR VALLEY ECONOMIC DEVELOPMENT AUTHORITY ” for more information regarding the administration of the Project Area and the allocation of Tax Increment Revenues generated from the Project to the Authority and VVEDA Members.
Southern California Logistics Airport Authority
In 1997, VVEDA authorized the City and the former Victorville Redevelopment Agency to form the Authority by executing a joint exercise of powers agreement pursuant to the JPA Law (as amended, the “SCLAA JPA”). The Victorville Water District was added as a member of the Authority in 2012, following the dissolution of the former Victorville Redevelopment Agency. The members of the Authority are now the City, the Victorville Water District, and the Successor Agency to the Victorville Redevelopment Agency.
Pursuant to the VVEDA JPA, VVEDA delegated all of its redevelopment authority with respect to the Airport to the City and the Authority. Pursuant to the JPA Law , the SCLAA JPA, and the VVEDA JPA, the Authority was empowered to issue bonds and notes secured by Tax Increment Revenues (as defined herein) generated in the Project Area and allocated for use on the Airport pursuant to the VVEDA JPA, to finance
3 4931-9616-6719v6/022726-0006
redevelopment activities within and benefiting the Airport and the Project Area. See “THE AUTHORITY” herein.
The Redevelopment Plan and the Project Area
On December 28, 1993, pursuant to special legislation (Section 33492.40 of the Redevelopment Law), VVEDA adopted the original Redevelopment Plan for the Project Area. The original project area (the “Original Area”) included the Airport and 44,813 acres of adjacent properties within the territorial jurisdictions of the County, the City, the Town of Apple Valley, and the City of Hesperia. On July 12, 2000, VVEDA adopted the fourth amendment of the Redevelopment Plan under which the City of Adelanto became a member entity of VVEDA and certain territories encompassing 15,705 acres (the “ Amendment IV Area”) within the City of Adelanto and the City and unincorporated areas of the County were added to the Project Area. On December 20, 2006, VVEDA adopted the eighth amendment of the Redevelopment Plan, pursuant to which additional areas (the “Amendment VIII Area”) within the City of Adelanto and the City, the Town of Apple Valley, and the County were added to the Project Area. The Amendment IV Area and the Amendment VIII Area both lie in proximity to the Airport as required by Section 33492.40 of the Redevelopment Law. The Combined Project Area (i.e., the Original Area , the Amendment IV Area , and the Amendment VIII Area ) now consists of approximately 78,778 acres. See the caption “THE PROJECT AREA —Original Redevelopment Plan and Amendments” herein.
For Fiscal Year 2025 -26, the total projected assessed value for the Combined Project Area is $15,433,461,745. See the caption “THE PROJECT AREA” below for historic assessed values and Tax Increment Revenues for the Combined Project Area for the current and prior ten Fiscal Years and other information regarding the Project Area. See the caption “PLEDGED TAX REVENUES” for a projection of the Pledged Tax Revenues and projected debt service coverage on the 2025 Bonds and Senior Bonds (defined below).
Security for the 2025 Bonds
The 2025 Bonds are payable solely from, and are secured by, the Pledged Tax Revenues (as defined above) and certain other funds and accounts established and held by the Trustee under the Indenture . The Authority previously issued Senior Bonds, secured by Pledged Tax Revenues on a senior basis to the 2025 Bonds, which are outstanding in the aggregate principal amount of approximately $273,230,000 (of which $126,595,000 consists of capital appreciation bonds that have a scheduled maturity date after the final maturity of the 2025 Bonds).
Tax Increment Financing. Prior to the enactment of AB X1 26, the Redevelopment Law authorized the financing of redevelopment projects through the use of tax increment revenues. This method provided that the taxable valuation of the property within a redevelopment project area on the property tax roll last equalized prior to the effective date of the ordinance adopting the redevelopment plan becomes the base year valuation.
Assuming that the taxable valuation never drops below the base year level, the taxing agencies thereafter received that portion of the taxes produced by applying then current tax rates to the base year valuation, and the redevelopment agency was allocated the remaining portion produced by applying then current tax rates to the increase in valuation over the base year value. Such incremental tax revenues (referred to herein as “Tax Increment Revenues”) allocated to a redevelopment agency were authorized to be pledged to the payment of redevelopment agency obligations.
The Dissolution Act requires the Auditor -Controller of the County of San Bernardino (the “ County Auditor-Controller”) to determine the amount of property taxes that would have been allocated to former redevelopment agencies in the County, had such former redevelopment agencies not been dissolved pursuant to the operation of the Dissolution Act, using current assessed values on the last equalized roll on August 20, and to deposit such amount in a Redevelopment Property Tax Trust Fund (or “RPTTF”) established by the County Auditor-Controller for each redevelopment agency pursuant to the Dissolution Act.
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For purposes of refunding a successor agency’s outstanding indebtedness, t he Dissolution Act authorizes the issuance of bonds to be secured by a pledge of moneys deposited from time to time in a Redevelopment Property Tax Trust Fund held by a county auditor-controller with respect to a successor agency.
Such amounts are equivalent to the Tax Increment Revenues that were formerly allocated to redevelopment agencies under the Redevelopment Law. Section 34177.5(g) of the Dissolution Act provides that any bonds authorized to be issued by a successor agency will be considered indebtedness incurred by the dissolved redevelopment agency, with the same legal effect as if such bonds had been issued prior to the effective date of the Dissolution Act, in full conformity with the applicable provisions of the Redevelopment Law that existed prior to that date, and will be included in the successor agency’s recognized obligation payment schedule. See Appendix C and the caption “SECURITY FOR THE 2025 BONDS” and “THE REFUNDING PLAN.” Under the Indenture, Pledged Tax Revenues generally consist of the following Tax Increment Revenues generated in the Combined Project Area, subject to prior payment of the Pass-Through Payments (defined under the caption “SECURITY FOR THE 2025 BONDS —Tax Increment Financing —Tax Sharing”) and after payment of certain County administrative costs as described under the caption “SECURITY FOR THE 2025 BONDS”:
(a) all Tax Increment Revenues generated on the parcels in the Combined Project Area comprising the Airport (the “SCLA Area”);
(b) 50% of the Tax Increment Revenues generated from parcels in the Combined Project Area other than the parcels comprising the SCLA Area after deduction of 20% for low- and moderate-income housing purposes (“Housing Set-Aside”) (which the Authority assumes would not be available to pay the 2025 Bonds, notwithstanding that the Dissolution Act eliminates the Housing Set-Aside requirement); and (c) all of the Tax Increment Revenues generated from parcels located in the areas of the Combined Project Area within the City, except for the SCLA Area (the “Victorville Area”), specifically, the remaining 50% of the Tax Increment Revenue from the Victorv ille Area not allocated to the Authority pursuant to clauses (a) and (b) above, which the City has pledged to payment of the 2025 Bonds by resolution of the City Council of the City adopted on February 4, 2025 (the “Victorville Pledge”). [The Pass-Through Payments have not been subordinated to the payment of the 2025 Bonds or the Senior Bonds; therefore, a pro-rata portion of the Pass-Through Payments payable from Pledged Tax Revenues (based on the Authority’s relative share of Tax Increment Revenue generated in the Combined Project Area ) will be deducted by the County from the Pledged Tax Revenues prior to allocation of such revenues to the Authority for payment of the 2025 Bonds and Senior Bonds.] The 2025 Bonds are not a debt of the City, VVEDA, the State of California, or any of its political subdivisions (other than the Authority), and none of the City, VVEDA, the State of California, or any of its political subdivisions (other than the Authority ) are liable thereon. Further, the 2025 Bonds are not payable out of any funds or properties other than Pledged Tax Revenues received by the Authority and amounts on deposit in certain funds and accounts maintained under the Indenture. Airport operating revenues are not pledged to payment of the 2025 Bonds. The 2025 Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction. The principal of and interest on the 2025 Bonds are payable solely from the Pledged Tax Revenues and other funds as set forth in the Indenture.
See the caption “SECURITY FOR THE 2025 BONDS.”
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Administration of VVEDA, the VVEDA RPTTF, and VVEDA Recognized Obligation Payment Schedules
Following VVEDA’s receipt of distributions from the Redevelopment Property Tax Trust Fund established for VVEDA (the “VVEDA RPTTF”), which occurs twice annually on or about each January 2 and June 1, a committee appointed by the VVEDA Commission receives a report and presentation from a consultant which describes the allocation of Tax Increment Revenues to VVEDA from the VVEDA RPTTF that are payable to the Authority for the 2025 Bonds and Senior Bonds and related administrative costs and to the Successor Agency to the Apple Valley Redevelopment Agency (the “Apple Valley Successor Agency”) for payment of the Apple Valley Successor Agency’s outstanding debt payable from the VVEDA RPTTF and related administrative costs. The only outstanding debt secured by Tax Increment Revenues from the Combined Project Area following the issuance of the 2025 Bonds will be the Authority’s 2025 Bonds and Senior Bonds and a loan incurred by the Apple Valley Successor Agency, which loan is secured solely from the Apple Valley Successor Agency’s share of Tax Increment Revenues generated from the parcels in the Project Area located in the Town of Apple Valley.
See the caption “VICTOR VALLEY ECONOMIC DEVELOPMENT AUTHORITY— Administration of VVEDA and the VVEDA RPTTF” for more information regarding VVEDA’s distribution of Tax Increment Revenues to the Authority.
VVEDA is responsible for submitting an annual Recognized Obligation Payment Schedule (sometimes referred to herein as a “ROPS”) which must includ e all payments required under VVEDA’s enforceable obligations, including debt service on obligations issued by the Authority and the Apple Valley Successor Agency and secured by or payable from Tax Increment Revenues generated from the Project Area. On each prior Recognized Obligation Payment Schedule submitted by VVEDA, VVEDA has requested disbursements from the VVEDA RPTTF to pay debt service on the Senior Bonds and the Refunded Bonds and , except as described below under the caption “—History of Defaults and Use of Reserves.” VVEDA has transferred Tax Increment Revenues to the Authority to enable the Authority to pay scheduled debt service on the Senior Bonds and the Refunded Bonds when due. VVEDA is expected to continue this practice for purposes of enabling the Authority to pay debt service on the 2025 Bonds, Senior Bonds, and any Parity Debt when due.
The VVEDA JPA requires VVEDA to distribute Pledged Tax Revenues to the Authority to make payments for the 2025 Bonds, Senior Bonds, and Parity Debt; however, VVEDA is not a party to the Indenture and relies on the Authority to inform VVEDA of the amount of Pledged Tax Revenues to include in VVEDA’s Recognized Obligation Repayment Schedules for payment of the Authority’s bonds. In the event the Authority were to fail to request such Pledged Tax Revenues from VVEDA in a timely manner or in the event that VVEDA were to fail to timely distribute Pledged Tax Revenues to the Authority as described herein, the availability of Pledged Tax Revenues to pay the 2025 Bonds, Senior Bonds, and Parity Debt would be adversely affected.
Since 2015, VVEDA has not failed to submit a Recognized Obligation Repayment Schedule which included the entire amount requested by the Authority to pay the Authority’s bonds. No assurance can be provided that VVEDA will submit Recognized Obligation Repayment Schedules in a timely manner, that such Recognized Obligation Repayment Schedules will include the entire amount requested by the Authority to pay the Authority’s bonds in the future , or that VVEDA will d istribute all requested Pledged Tax Revenues to the Authority in the future . Similarly, no assurance can be provided that the Authority will request Pledged Tax Revenues from VVEDA for inclusion in future Recognized Obligation Repayment Schedules in a timely manner. See the caption “ VICTOR VALLEY ECONOMIC DEVELOPMENT AUTHORITY —History of Defaults and Use of Reserves” and “—History of Defaults and Use of Reserves,” below.
The Authority has no power to levy property taxes and must look specifically to the allocation and payment of Tax Increment Revenues to VVEDA, and from VVEDA to the Authority, as described above and under the captions “SECURITY FOR THE 2025 BOND S” and “VICTOR VALLEY ECONOMIC DEVELOPMENT AUTHORITY.” For more information on the Indenture and the Pledged Tax Revenues, see the captions “SECURITY FOR THE 2025 BOND S—Allocation of Tax Increment Revenues,” “—Tax Increment Financing,” “ —Recognized Obligation Payment Schedule,” “PROPERTY TAXATION IN
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CALIFORNIA—Property Tax Collection Procedures —Property Tax Administrative Costs ,” and “THE PROJECT AREA.” Also see the caption “RISK FACTORS.”
History of Defaults and Use of Reserves.
VVEDA has transferred to the Authority Tax Increment Revenues in amounts sufficient to make all scheduled payments of principal and interest on the Senior Bonds and Refunded Bonds when due since Fiscal Year 2015-16; however, in Fiscal Years 2011- 12 through 2014- 15, the Authority drew on reserve funds and defaulted on scheduled debt service payments on certain subordinate series of the Senior Bonds and Refunded Bonds, first due to the reduction in assessed value of property in the Combined Project Area that occurred during the Great Recession (approximately 2008 -2012), and thereafter as a result of challenges relating to the administration of the VVEDA Successor Agency and the VVEDA Recognized Obligation Payment Schedule process in the years following the ena ctment and implementation of the Dissolution Act. As of December 1, 2018, the Authority had cured all prior defaults and replenished all required reserves ; however, in 2021 the County changed its methodology for calculating the Pass -Through Payments due to the County and its related entities (the County started to include property tax increment allocations to all entities governed by the County Board of Supervisors in the County’s Pass-Through Payments), which significantly increased the amount of the Pass-Through Payments being paid to the County. This increase in the County’s Pass -Through Payments was first implemented for the June 2021 RPTTF distribution and resulted in a shortfall of approximately $300,000 for payment of the Authority’s December 1, 2021 debt service payments on the Senior Bonds and Refunded Bonds. The Authority used other available moneys to pay the portion of the December 1, 2021 debt service payment not covered by Pledged Tax Revenues distributed to the Authority from the June 1, 2021 RPTTF distribution. See the caption “VICTOR VALLEY ECONOMIC DEVELOPMENT AUTHORITY—History of Defaults and Use of Reserves” for more information regarding the circumstances leading to reserve fund draws and payment defaults on certain subordinate lien Se nior Bonds and Refunded Bonds in Fiscal Years 2011- 12 through 2014-15 as well as additional information regarding the shortfall in Pledged Tax Revenues to pay the December 1, 2021 debt service payment. See Table 3.
Obligations with Senior Right to Payment
The use of Tax Increment Revenues from the Combined Project Area to pay debt service on the 2025 Bonds is subject to the prior pledge of and lien on Pledged Tax Revenues in favor of the Senior Bonds, as well as the prior right to payment of Pass -Through Payments in favor of various taxing agencies . See the captions “SECURITY FOR THE 2025 BONDS—Obligations with Senior Right to Payment—Senior Bonds” and “ — Pass-Through Payments” for a description of each of these senior obligations.
Additional Senior Bonds and Parity Debt for Refunding Purposes Pursuant to the Indenture, the Authority is authorized to issue additional obligations on a senior basis to the 2025 Bonds but only for purposes of refunding Senior Bonds for debt service savings, subject to certain conditions. The Authority is also permitted to issue Parity Debt on a parity with the 2025 Bonds for purposes of refunding the 2025 Bonds or Senior Bonds for debt service savings, subject to certain conditions. See the caption “SECURITY FOR THE 2025 BONDS —Additional Senior Bonds and Parity Debt for Refunding Purposes Only.” The 2025 Bonds and Parity Debt issued in the future in the form of bonds pursuant to Supplemental Indenture are hereinafter referred to collectively as “Bonds.” Tax-Exemption on Bonds
In the opinion of Bond Counsel, under existing statutes, regulations, rulings and judicial decisions, and assuming the accuracy of certain representations and compliance with certain covenants and requirements described herein, interest (and original issue discount) on the 2025 Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals. In the further opinion of Bond Counsel, interest (and original issue
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discount) on the 2025 Bonds is exempt from State of California personal income tax. See “TAX MATTERS” with respect to certain tax consequences relating to the 2025 Bonds, including with respect to the alternative minimum tax imposed on certain large corporations.
Bond Insurance
The scheduled payment of principal of and interest on the 2025 Bonds when due will be guaranteed under the Policy, which will be issued concurrently with the delivery of the 2025 Bonds by Assured Guaranty Inc. (the “Insurer”). See the captions “—Authority and Purpose” and “BOND INSURANCE.” Reserve Account
A Reserve Account for the 2025 Bonds is established pursuant to the Indenture in an amount equal to the initial Reserve Requirement of $__________. The Reserve Requirement is initially being satisfied by the deposit of the Reserve Policy into the Reserve Account. See “SECURITY FOR THE 2025 BONDS—Deposit of Amounts by Trustee.”
Audited Financial Statements
The Authority’s audited financial statements for the fiscal year ended June 30, 2024 (the “Audited Financial Statements”) are attached to this Official Statement as Appendix F. The financial statements were audited by Badawi & Associates Certified Public Accountants (the “Auditor”). The Auditor has not been asked to consent to the inclusion of the Audited Financial Statements in this Official Statement and has not reviewed this Official Statement. See the caption “CONCLUDING INFORMATION—Audited Financial Statements.” Further Information
Brief descriptions of the 2025 Bonds, the Indenture, the Authority, VVEDA, the City, the Project Area and the Redevelopment Plan are included in this Official Statement. Such descriptions and information do not purport to be comprehensive or definitive. All references herein to the Indenture, the JPA Law, the Redevelopment Law, the Dissolution Act, the Constitution and the laws of the State as well as the proceedings of the Authority, VVEDA and the City are qualified in their entirety by reference to such documents. References herein to the 2025 Bonds are qualified in their entirety by the form thereof included in the Indenture and the information with respect thereto included herein. Copies of the such documents are available for inspection at the City Clerk’s office, City of Victorville, 14343 Civic Drive, P.O. Box 5001, Victorville, California 92393.
Capitalized terms used herein and not defined have the meanings set forth in Appendix C.
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THE REFUNDING PLAN
The Refunded Bonds
The Authority expects to apply a portion of the proceeds of the 2025 Bonds, together with other available funds, to refund the debt obligations described in the following table, which are referred to collectively in this Official Statement as the “Refunded Bonds.”
Dated
Date Refunded Bonds
Refunded
Principal
Amount
CUSIP† of
Final
Maturity
1. 6/15/2005 Tax Allocation Parity Bonds (Southern California Logistics Airport Project) Series 2005A (1)
$ 9,245,000 842472BE1
2. 6/20/2006 Tax Allocation Revenue Parity Bonds (Southern California Logistics Airport Project) Refunding
Series 2006
(1)
$ 41,680,000 842472CC4
3. 6/20/2006 Housing Set-Aside Revenue Bonds (Southern
California Logistics Airport Project) Refunding
Series 2006
(1)
$ 11,460,000 842472AV3
4. 12/12/2007 Subordinate Tax Allocation Revenue Bonds
(Southern California Logistics Airport Project) Series
2007
(1)
$ 31,510,000 842472DF6
5. 5/15/2008 Tax Allocation Revenue Bonds (Southern California Logistics Airport Project) Series 2008A (2)
$ 4,555,000 842472DW9
Total: $ 99,450,000
(1) All of the bonds of such series will be refunded.
(2) Only the bonds of such series issued as current interest bonds will be refunded.
Source: Raymond James & Associates, Inc.
Pursuant to separate Escrow Agreements, each dated as of the Closing Date (collectively, the “Escrow Agreements”), by and between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee for the Refunded Bonds (in such capacity, the “Escrow Bank”), the Authority will cause a portion of the proceeds of the 2025 Bonds to be delivered to the Escrow Bank for deposit in the applicable escrow funds established under the Escrow Agreements (each, an “Escrow Fund” and collectively, the “Escrow Funds”). Such amounts to be delivered by or on behalf of the Authority to the Escrow Bank on the Closing Date, together with amounts transferred from funds and accounts established in connection with each series of the Refunded Bonds and certain other amou nts contributed by the Authority, will be [held in cash and invested in defeasance securities] in amounts sufficient redeem all of the Refunded Bonds on or about __________, 2025 (the “Redemption Date”).
Sufficiency of the deposits to each Escrow Fund for such purposes will be verified by Causey Demgen & Moore P.C. (the “Verification Agent”). Assuming the accuracy of such computations, as a result of the deposit and application of funds as provided in the Escrow Agreements, the applicable series of Refunded Bonds will
† CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services (CGS) is managed on behalf of the American Bankers Association by FactSet Research Systems Inc. Copyright© 2025 CUSIP Global Services. All rights reserved. CUSIP® data herein is provided by CUSIP Global Services. This data is not intended to create a database and does not serve in any way as a substit ute for the CGS database. CUSIP® numbers are provided for convenienc e of reference only. None of the Authority, the City of Victorville, VVEDA, or the Underwriter or their agents or counsel assume responsibility for the accuracy of such numbers.
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be defeased pursuant to the provisions of the indenture under which such series of Refunded Bonds was issued as of the date of issuance of the 2025 Bonds.
The amounts held by the Escrow Bank in each Escrow Fund are pledged solely to the redemption of the applicable series of outstanding Refunded Bonds. Neither the moneys deposited in the Escrow Funds nor the interest on the invested moneys will be available for the payments of principal of and interest on the 2025 Bonds.
Verification of Mathematical Computations
Upon issuance of the 2025 Bonds, the Verification Agent will deliver a report on the mathematical accuracy of certain computations based upon certain information and assertions provided to it by the Underwriter relating to the adequacy of the cash to be deposited in the respective escr ow funds to pay the redemption price of each series of Refunded Bonds.
Sources and Uses of Funds
The estimated sources and uses of the 2025 Bonds and other funds are summarized as follows:
Total
Sources:
Principal Amount of Bonds $
Plus [Net] Original Issue Premium
Other Sources of Funds(1)
[Authority Contribution](2)
Total Sources: $
Uses:
2005A (Senior Lien) Refunded Bonds $
2006 (Senior Lien) Refunded Bonds
2006 (Housing) Refunded Bonds
2007 (Subordinate) Refunded Bonds
2008A (Subordinate; Current Interest) Refunded Bonds
Costs of Issuance(3)
Underwriter’s Discount
Total Uses: $
(1) Includes amounts on deposit in the funds and accounts with respect to the Refunded Bonds. (2) [Amounts [to be] released from the reserve funds maintained for certain of the Senior Bonds as a result of the deposit of reserve fund surety policies purchased by the Authority for such purpose.] (3) Includes fees and expenses of Bond and Disclosure Counsel, the Municipal Advisor, the Fiscal Consultant, the Trustee, the Escrow Bank, the Verification Agent, and the City Attorney, printing expenses, rating agency fees, premiums for the Policy and the Reserve Policy, and other miscellaneous costs.
THE 2025 BONDS
Authority for Issuance
The 2025 Bonds are authorized for issuance pursuant to the Indenture, the Refunding Law, the Redevelopment Law, the JPA Law and the Dissolution Act. Direction to undertake the issuance of the 2025 Bonds and the execution of the related documents was authorized by the Authority pursuant to Resolution No. SCLAA-25-002, adopted on February 4, 2025 (the “Authority Resolution”), by the City Council of the City by Resolution No. 25-009, adopted on February 4, 2025 (which resolution includes the Victorville Pledge), by the VVEDA Commission acting as the VVEDA Successor Agency, by Resolution No. S -26-001, adopted
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February 13, 2025, and by the San Bernardino Countywide Oversight Board pursuant to Resolution No. 2025- 13, adopted on March 6, 2025 (the “Oversight Board Action”).
Written notice of the Oversight Board Action was provided to the State Department of Finance (the “DOF”) pursuant to the Dissolution Act, and the DOF requested a review within five business days of such written notice. On May 2, 2025, which is within the time period allotted under the Dissolution Act for the DOF to review the Oversight Board’s approving resolution, the DOF provided a letter to VVEDA stating that based on the DOF’s review and application of the law, the Oversight Board Action approving the 2025 Bonds is approved by the DOF. A copy of the DOF’s letter is set forth in Appendix H.
Description of the 2025 Bonds
The 2025 Bonds will be issued in fully registered form without coupons in denominations of $5,000 or any integral multiple thereof, so long as no Bond will have more than one maturity date. The 2025 Bonds will be dated as of their Closing Date.
Interest on the 2025 Bonds will be payable semiannually on June 1 and December 1 in each year, commencing on June 1, 2026 (each, an “Interest Payment Date”). Each Bond will bear interest (calculated on the basis of a 360-day year comprised of twelve 30 day months) from the Interest Payment Date next preceding the date of authentication thereof, unless (a) it is authenticated after a Record Date and on or before the following Interest Payment Date, in which event it will bear interest from such Interest P ayment Date; or (b) it is authenticated on or before November 15, 2025, in which event it will bear interest from its Closing Date; provided, however, that if, as of the date of authentication of any Bond, interest thereon is in default, such Bond will bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon.
Interest on the 2025 Bonds (including the final interest payment upon maturity or redemption) is payable when due by wire or check of the Trustee mailed on the Interest Payment Date to the Owner thereof at such Owner’s address as it appears on the Registration Books at the close of business on the preceding Record Date; provided that at the written request of the Owner of at least $1,000,000 aggregate principal amount of the 2025 Bonds, which written request is on file with the Trustee as of any Record Date , interest on such Bonds will be paid on the succeeding Interest Payment Date by wire to such account in the United States as will be specified in such written request. The principal of the 2025 Bonds and premium, if any, upon redemption, are payable in lawful money of the United States of America upon presentation and surrender thereof at the Principal Corporate Trust Office of the Trustee.
Book-Entry System
DTC will act as securities depository for the 2025 Bonds . The 2025 Bonds will be issued as fully - registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully- registered certificate will be issued for each maturity of the 2025 Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC. See Appendix E for further information with respect to DTC and its book-entry system.
Redemption
*
Optional Redemption. The 2025 Bonds maturing on or prior to December 1, 20__ are not subject to optional redemption. The 2025 Bonds maturing on or after December 1, 20__, are subject to optional redemption prior to their respective maturity dates as a whole, or in part by lot, on any date on or after December 1, 20__, by such maturity or maturities as shall be directed by the Authority, from any source of available funds. Such
* Preliminary; subject to change.
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optional redemption shall be at a redemption price equal to 100% of the principal amount to be redeemed, plus accrued but unpaid interest to the date fixed for redemption, without premium.
Mandatory Sinking Fund Redemption. The 2025 Bonds maturing December 1, 20__ and December 1, 20__ (collectively, the “Term Bonds”) shall also be subject to mandatory redemption in whole, or in part by lot, on December 1 in each year, commencing December 1, 20__ and December 1, 20__, respectively, as set forth below, from sinking fund payments made by the Authority to the Principal Account pursuant to the Indenture, at a redemption price equal to the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts and on December 1 in the respective years as set forth in the following table; provided however, that (y) in lieu of redemption thereof such Term Bonds may be purchased by the Authority pursuant to the Indenture, and (z) if some but not all of such Term Bonds have been redeemed pursuant to the optional redemption provisions described above, the total amount of all future sinking fund payments shall be reduced by the aggregate principal amount of such Term Bonds so redeemed, to be allocated among such sinking fund payments in integral multiples of $5,000 as determined by the Authority (notice of which determination shall be given by the Authority to the Trustee).
Term Bonds of 20__
Sinking Fund Redemption Date
(December 1)
Principal Amount
to be Redeemed
$
(maturity)
Term Bonds of 20__
Sinking Fund Redemption Date
(December 1)
Principal Amount
to be Redeemed
$
(maturity)
Notice of Redemption; Rescission . Subject to its timely receipt of notice from the Authority of its election to optionally redeem the 2025 Bonds, in the case of an optional redemption, the Trustee on behalf and at the expense of the Authority will mail (by first class mail, postage prepaid or by electronic mail, as applicable) or post, as applicable, notice of any redemption at least 20 but not more than 60 days prior to the redemption date, (i) to any Insurer and to the Owners of any Bonds designated for redemption at their respective addresses appearing on the Registration Books, and (ii) to the Securities Depositories, and (iii) post to the Electronic Municipal Market Access (EMMA) internet website maintained by the Municipal Securities Rulemaking Board and, if designated in a Written Request of the Authority filed with the Trustee, to one or more additional Information Services; but such mailing is not a condition precedent to such redemption and neither failure to receive any such notice nor any defect therein will affect the validity of the proceedings for the redemption of such Bonds or the cessation of the accrual of interest thereon. Such notice will state the redemption date and the redemption price, will state, in the case of an optional redemption, that such redemption is conditioned upon the timely delivery of the redemption price by the Authority to the Trustee for deposit in the Redemption Account,
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will designate the CUSIP number of the 2025 Bonds to be redeemed, will state the individual number of each Bond to be redeemed or will state that all Bonds between two stated numbers (both inclusive) or all of the 2025 Bonds Outstanding are to be redeemed, and will require that such Bonds be then surrendered at the Principal Corporate Trust Office of the Trustee for redemption at the redemption price, giving notice also that further interest on such Bonds will not accrue from and after the redemption date.
The Authority will have the right to rescind any notice of optional redemption by written notice to the Trustee on or prior to the date fixed for redemption and such rescission will not constitute an Event of Default under the Indenture. Any such notice of optional redemption will be canceled and annulled if for any reason funds will not be or are not available on the date fixed for redemption for the payment in full of the 2025 Bonds then called for redemption, and such cancellation will not constitute an Event of Default under the Indenture.
The Authority and the Trustee will have no liability to the Owners or any other party related to or arising from any such rescission or cancellation of redemption. The Trustee will mail notice of such rescission of redemption in the same manner and to the same recipients as the original notice of redemption was sent.
Upon the payment of the redemption price of Bonds being redeemed, each check or other transfer of funds issued for such purpose will, to the extent practicable, bear the CUSIP number identifying, by issue and maturity, the 2025 Bonds being redeemed with the proceeds of such check or other transfer.
Effect of Redemption. From and after the date fixed for redemption, if funds available for the payment of the redemption price of and interest on the 2025 Bonds so called for redemption have been deposited with the Trustee, such Bonds so called will cease to be entitled to any benefit under the Indenture other than the right to receive payment of the redemption price and accrued interest to the redemption date, and no interest will accrue thereon from and after the redemption date specified in such notice.
Purchase in Lieu of Redemption. In lieu of redemption of the 2025 Bonds, amounts on deposit in the Special Fund or in the Principal Account may also be used and withdrawn by the Authority and the Trustee, respectively, at any time, upon the Written Request of the Authority, for the purchase of the 2025 Bonds at public or private sale as and when and at such prices (including brokerage and other charges, but excluding accrued interest, which is payable from the Interest Account) as the Authority may in its discretion determine. The par amount of any Bonds so purchased by the Authority in any twelve -month period ending on July 1 in any year will be credited towards and will reduce the par amount of the 2025 Bonds required to be redeemed on December 1 in each year as provided in a Written Request of the Authority; provided that evidence satisfactory to the Trustee of such purchase has been delivered to the Trustee by said July 1.
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Annual Debt Service
The table below sets forth the scheduled annual debt service on the 2025 Bonds, assuming no optional redemption prior to maturity.
2025 Bonds
Bond Year
(Amount Payable
as of
December 1) Principal Interest
Total
2025 Bonds
Debt Service
Senior Bonds Debt
Service
Total Debt Service on Bonds
and Senior Bonds
2026 $ $ $ $ 12,142,373 $
2027 12,152,675
2028 12,154,893
2029 12,147,085
2030 12,145,523
2031 13,944,033
2032 13,946,900
2033 13,936,000
2034 13,940,753
2035 13,943,723
2036 13,943,418
2037 13,948,308
2038 13,940,853
2039 13,940,295
2040 13,944,160
2041 13,935,108
2042 13,941,598
2043 13,925,278
2044 18,085,000
2045 18,085,000
2046 18,085,000
2047 18,085,000
2048 18,085,000
2049 18,085,000
2050 18,085,000
Total $ $ $ $ 368,567,970 $
Source: Raymond James & Associates, Inc.
SECURITY FOR THE 2025 BONDS
General
The Indenture provides that, subject to certain rights of the Trustee and payment of certain administrative costs by the County Auditor-Controller, the 2025 Bonds are secured by a lien on and pledge of all Pledged Tax Revenues, on a basis subordinate to the pledge of and lien on such revenues in favor of the Senior Bonds, and a pledge of all of the moneys held in the Special Fund and the Debt Service Fund (except for moneys in the Rebate Account), the Interest Account, the Principal Account and the Reserve Account, including all amounts derived from the investment of such moneys.
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Under the Indenture, Pledged Tax Revenues generally consist of the following Tax Increment Revenues generated in the Combined Project Area, and after payment of certain County administrative costs, and payment of the Pass-Through Payments (defined below):
(a) all Tax Increment Revenues generated on the parcels in the Combined Project Area comprising the Airport (the “SCLA Area”);
(b) 50% of the Tax Increment Revenues generated from parcels in the Combined Project Area other than the parcels comprising the SCLA Area after deduction of 20% for low- and moderate-income housing purposes (“Housing Set-Aside”) (which the Authority assumes would not be available to pay the 2025 Bonds, notwithstanding that the Dissolution Act eliminates the Housing Set-Aside requirement); and (c) all of the Tax Increment Revenues generated from parcels located in the areas of the Combined Project Area within the City, except for the SCLA Area (the “Victorville Area”), specifically, the remaining 50% of the Tax Increment Revenue from the Victorv ille Area not allocated to the Authority pursuant to clauses (a) and (b) above, which the City has pledged to payment of the 2025 Bonds by resolution of the City Council of the City adopted on February 4, 2025 (the “Victorville Pledge”).
The Dissolution Act requires the County Auditor-Controller to determine the amount of property taxes that would have been allocated to former redevelopment agencies such as VVEDA (pursuant to subdivision (b) of Section 16 of Article XVI of the State Constitution) had the former redevelopment agencies not been dissolved pursuant to the operation of AB X1 26, using current assessed values on the last equalized roll on August 20, and to deposit such amount in the Redevelopment Property Tax Trust Fund for each successor agency established and held by the County Auditor -Controller pursuant to the Dissolution Act. Such amounts are referred to herein as “Tax Increment Revenues.”
Section 34177.5(g) of the Dissolution Act provides that any bonds authorized thereunder to be issued by a successor agency will be considered indebtedness incurred by the dissolved former redevelopment agency, with the same legal effect as if the bonds had been issued prior to the effective date of AB X1 26, in full conformity with the applicable provision of the Redevelopment Law that existed prior to that date, will be included in the successor agency’s Recognized Obligation Payment Schedule and will be s ecured by a pledge of, and lien on, and will be repaid from moneys deposited from time to time in the Redevelopment Property Tax Trust Fund established for such successor agency pursuant to the Dissolution Act. Property tax revenues pledged to any indebtedness authorized to be issued by VVEDA or the Authority under the Dissolution Act, such as the 2025 Bonds, are taxes allocated to the VVEDA Successor Agency pursuant to subdivision (b) of Section 33670 of the Redevelopment Law and Section 16 of Article XVI of the State Constitution. See the caption “— Recognized Obligation Payment Schedule.”
The 2025 Bonds are not a debt of the City, VVEDA, the State of California, or any of its political subdivisions (other than the Authority), and none of the City, VVEDA, the State of California, or any of its political subdivisions (other than the Authority ) are liable thereon. Further, the 2025 Bonds are not payable out of any funds or properties other than Pledged Tax Revenues received by the Authority and amounts on deposit in certain funds and accounts maintained under the Indenture. Airport operating revenues are not pledged to payment of the 2025 Bonds. The 2025 Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction. The principal of and interest on the 2025 Bonds are payable solely from the Pledged Tax Revenues and other funds as set forth in the Indenture.
Allocation of Tax Increment Revenues
Original Area Tax Increment Revenues. Pursuant to Section 33670(b) of the Redevelopment Law and Section 16 of Article XVI of the State Constitution, and as provided in the Redevelopment Plan, as modified by Section 100.7 of the California Revenue and Taxation Code (see “ THE PROJECT AREA — Original
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Redevelopment Plan and Amendments”), and pursuant to Article 6 of Chapter 6 of the Redevelopment Law (commencing with Section 33670 of the California Health and Safety Code) and Section 16 of Article XVI of the Constitution of the State of California, taxes levied upon taxable property in the Original Area each year by or for the benefit of the State or any VVEDA Member, city, district or other public corporation (hereinafter collectively referred to as “taxing agencies”) for each fiscal year beginning after the effective date of the ordinance of VVEDA approving the Redevelopment Plan, are divided as follows:
1. That portion of the taxes which would be produced by the rate upon which the tax is levied each year by or for each of said taxing agencies upon the total sum of the assessed value of the taxable property in the Original Area as shown upon the 1997- 98 assessment roll used in connection with the taxation of such property by such taxing agency, is allocated to and, when collected, paid to the respective taxing agencies as taxes by or for said taxing agencies on all other property are paid; and
2. That portion of said levied taxes each year in excess of such amount are allocated as follows:
(i) from each VVEDA Member’s percentage share of the one percent (1%) tax rate as follows:
(a) each VVEDA Member which is an incorporated city (the “City Member”) is allocated as Tax Increment Revenues for VVEDA use, one hundred percent (100%) of its percentage share as well as a percentage share attributable to any municipally controlled special districts of such City Member, as the City Member may deem appropriate, in order that the total amount of the municipal share, when added with the percentage share of the municipally controlled districts of the City Member, equals 5.2935 percent of the one percent (1%) tax rate for property taxes generated upon the incremental assessed value of property located within the municipal boundaries of each City Member within the Original Area;
(b) the County on behalf of itself and any special districts governed by the Board of Supervisors is also allocated as Tax Increment Revenues for VVEDA use
5.2935 percent of the one percent (1%) tax rate for property taxes generated upon the incremental as sessed value of property which is within (a) County unincorporated areas and (b) the municipally incorporated areas of the Original Area, which would otherwise be attributable to the County General Fund or any of the special districts governed by the Count y Board of Supervisors;
(ii) with respect to the Original Area, VVEDA does not have allocated as Tax Increment Revenues that portion of the percentage share of the one percent (1%) property tax rate attributable to the Apple Valley Fire Protection District, the Mojave Water Agency, the Baldy Mesa Water District, the Mojave River County Water District, the Apple Valley Park District or the Hesperia Park District; and (iii) from all other taxing agencies not otherwise specified in (i) or (ii) above, there is to be allocated as Tax Increment Revenues for VVEDA use, the total amount of property taxes generated in excess of the amount provided above.
In addition, VVEDA entered into pass -through agreements (referred to herein as “Tax Sharing Agreements”) with the San Bernardino County Superintendent of Schools (the “County Superintendent”), Adelanto Elementary School District, Victorville Elementary School District, Oro Grande Elementary School District, Victor Valley High School District, Apple Valley Un ified School District, Hesperia Unified School
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District and Victor Valley Community College District. Pursuant to these agreements, the County Superintendent receives 100% of its share of tax increment revenues, and all other districts receive 32.5% of their share of tax increment revenues.
Amendment IV Area and Amendment VIII Area Tax Increment Revenues. All taxes levied upon taxable property within the Amendment IV Area and the Amendment VIII Area each year by or for the benefit of the State, the County, the VVEDA Members, any district, other public corporation or taxing agencies after the effective date of the ordinance of VVEDA approving the inclusion of the Amendment IV Area and the Amendment VIII Area, respectively, are divided as follows:
1. That portion of the taxes which would be produced by the rate upon which the tax is levied each year by or for each of said taxing agencies upon the total sum of the assessed value of the taxable property in the Amendment IV Area or the Amendment VIII Area, as applicable, as shown upon the assessment roll used in connection with the taxation of such property by such taxing agency, last equalized prior to the effective date of the ordinance, is allocated to and, when collected, paid to the respective taxi ng agencies as taxes by or for said taxing agencies on all other property are paid (for the purpose of allocating taxes levied by or for any taxing agency or agencies which did not include the territory in the Amendment IV Area or the Amendment VIII Area, as applicable, on the effective date of the ordinance but to which such territory has been annexed or otherwise included after such effective date, the assessment roll of the County last equalized on the effective date of the ordinance shall be used in determining the assessed valuation of the taxable property in the Added Area on said effective date).
2. That portion of said levied taxes each year in excess of such amount is allocated as follows:
(i) from each VVEDA Member’s percentage share of the one percent (1%) tax rate as follows:
(a) each VVEDA Member which is a City Member is allocated as Tax Increment Revenues for VVEDA use, one hundred percent (100%) of its percentage share as well as a percentage share attributable to any municipally controlled special districts of such City Me mber, as the City Member may deem appropriate, in order that the total amount of the municipal share, when added with the percentage share of the municipally controlled districts of the City Member, equals 5.2935 percent of the one percent (1%) tax rate for property taxes generated upon the incremental assessed value of property located within the municipal boundaries of each City Member within the Amendment IV Area or the Amendment VIII Area, as applicable.
3. That portion of such levied taxes each year in excess of such amount is allocated to and when collected, paid into, a special fund of VVEDA to pay the principal of and interest on loans, monies advanced to or indebtedness (whether funded, refunded, assumed, or otherwise) incurred by VVEDA to finance or refinance in whole or in part, the redevelopment activities undertaken by VVEDA and the Redevelopment Plan. Unless and until the total assessed valuation of the taxable property in the Amendment IV Area or the Amendment VIII Area, as applicable, exceeds the total assessed value of the taxable property in such area as shown by the last equalized assessment roll referred to in paragraph (1) above, all of the taxes levied and collected upon the taxable property in such area are paid to the respective taxing agencies.
When such loans, advances, and indebtedness, if any, and interest thereon, have been paid, all monies thereafter received from taxes upon the taxable property in the Amendment IV Area and Amendment VIII Area are paid to the respective taxing agencies as taxes on all other property are paid.
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4. That portion of the taxes in excess of the amount identified in paragraph (1) above which is attributable to a tax rate levied by a taxing agency for the purpose of producing revenues in an amount sufficient to make annual repayments of the principal of and interest on any bonded indebtedness for the acquisition or improvement of real property is allocated to, and when collected, paid into, the fund of that taxing agency. This paragraph (4) only applies to taxes levied to repay bonded indebtedness approved by the voters on or after January 1, 1989.
5. With respect to the Amendment IV Area and the Amendment VIII Area, VVEDA is not to allocate as Tax Increment Revenue that portion of the percentage share of the one percent property tax rate attributable to the Mojave Water Agency.
Pursuant to the VVEDA JPA, upon calculation and distribution of Tax Increment Revenues as provided above and after deduction of County administration fees and Pass -Through Payments, the VVEDA Members’ Tax Increment Revenues are divided and allocated as follows: First, twenty percent (20%) of the VVEDA Members Tax Increment Revenues were, before the Dissolution Act became effective, required to be set aside for purposes of low - and moderate-income housing (i.e. the “Housing Set-Aside”). (The Housing Set -Aside portion of Tax Increment Revenues from the SCLA Area and the Victorville Area is pledged to payment of the 2025 Bonds; however, the Fiscal Consultant Report and the projection of Pledged Tax Revenues set forth in Tables 9A through 9D assume that the Housing Set -Aside portion of the Tax Increment Revenues generated from parcels in the Other Jurisdictions’ territories in the Project Area will not be available to pay debt service on the 2025 Bonds, Senior Bonds, or Parity Debt.)
One hundred percent (100%) of the Tax Increment Revenues from the SCLA Area and the Victorville Area (after deduction of the County’s administrative fees and Pass -Through Payments but including the 20% Housing Set-Aside as noted above), is pledged to and will be allocated to the Authority to the extent needed to pay debt service on the 2025 Bonds, the Senior Bonds, and any Parity Debt.
The Other Jurisdictions’ Tax Increment Revenues, after deduction of the County’s administrative fees, Pass-Through Payments, and the 20% Housing Set-Aside, is allocated as follows: 50 percent, will be allocated for payment of the Other Jurisdictions’ enforceable obligations, if any, and the other fifty percent (50%) is pledged to and will be allocated to the Authority to the extent needed to pay debt service on the 2025 Bonds, the Senior Bonds, and any Parity Debt.
See the captions “— Pass-Through Payments to Taxing Agencies,” and “Tax Increment Financing — Tax Sharing,” and “—Housing Set-Aside; Housing Fund.”
All Pledged Tax Revenues from the Combined Project Area received by the Authority are required to be deposited in the Special Fund established under the Indenture.
Pass-Through Payments to Taxing Agencies . Prior to the enactment of Assembly Bill 1290 (“AB 1290”) by the State Legislature in 1994, a redevelopment agency could enter into an agreement to pay Tax Increment Revenues to any taxing agency that has territory located within a redevelopment project in an amount which in the redevelopment agency’s determination is appropriate to alleviate any financial burden or detriment caused by the redevelopment project. These agreements normally provide for a pass-through of Tax Increment Revenues directed to the affected taxing agency, and, therefore, are commonly referred to as “pass -through” agreements.
As discussed above, there are Tax Sharing Agreements associated with the Original Area. As set forth in the Redevelopment Plan, Tax Increment Revenues allocated to VVEDA with respect to the Original Area do not include that portion of the percentage share of the one percent property tax rate attributable to the Apple Valley Fire Protection District, the Mojave Water Agency, the Baldy Mesa Water District, the Mojave River County Water District, the Apple Valley Park District or the Hesperia Park District. In addition, VVEDA has entered into separate Tax Sharing Agreements with various school and community college districts: the County
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Superintendent, the Adelanto School District, the Apple Valley Unified School District, the Hesperia Unified School District, the Oro Grande School District, the Victor Elementary School District, the Victor Valley Union High School District and the Victor Valley Community College District. Pursuant to these agreements, with respect to the Original Area, the County Superintendent receives 100 percent of its share of the one percent general property tax revenues that otherwise would have been paid to the County Superintendent but for the adoption of the Redevelopment Plan, and each of the other districts receives 32.5 percent of its share of the one percent general property tax revenues that otherwise would have been paid to such district but for the adoption of the Redevelopment Plan. See the discussion under the caption “TAXING AGENCY PAYMENTS” and Exhibit 6, each contained in the Fiscal Consultant Report attached hereto as Appendix A.
California Health and Safety Code Section 33607.5 and Section 33607.7 were added to the Redevelopment Law by AB 1290. Section 33607.7 has been further amended by SB 211, Chapter 741, Statutes 2001 (“SB 211”). AB 1290 prohibited redevelopment agencies from entering into future tax sharing agreements.
AB 1290 did not, however, affect existing tax sharing agreements. California Health and Safety Code Section 33607.5 and Section 33607.7, together, require that taxing entities receive an additional portion of tax increment revenues (the “Statutory Pass -Through Amounts; and, together with payments required by the Tax Sharing Agreements; the “Pass -Through Payments”) otherwise payable to the redevelopment agency, if such taxing entities were affected by (i) the adoption after January 1, 1994, of a new redevelopment plan for a project area or an amendment to an existing redevelopment plan that added territory to a project area, or (ii) the adoption after January 1, 1994 of an amendment (to a redevelopment plan that was adopted before January 1, 1994) which:
(A) extends the time limit on incurring debt with respect to the project area, (B) extends the time limits for the duration and effectiveness of the redevelopment plan or the time limit for establishing indebte dness or (C) increases the dollar cap on the amount of tax increment revenues allocable to the redevelopment agency for the project area (unless the taxing entity is already covered under an existing pass-through agreement).
The affected taxing agencies receive AB 1290 Payments with respect to the Amendment IV Area and the Amendment VIII Area. Statutory Pass -Through Amounts are calculated based on a three tier formula set forth in Section 33607.5 of the Redevelopment Law, as summarized below:
1. Throughout the term of the Authority’s eligibility to receive tax increment from the Amendment IV Area or the Amendment VIII Area, as applicable (herein referred to as “Added Territory”) , 25 percent of the tax increment with respect to such Added Territory, after deducting the required allocation to the Housing Fund; plus,
2. For the 11th year of the receipt of tax increment with respect to such Added Territory and thereafter, 21 percent of revenues in excess of tenth year revenue (after deducting the required allocation to the Housing Fund), calculated by applying the tax r ate against the amount of assessed value by which the current year assessed value exceeds the first adjusted base year assessed value (the first adjusted base year being the tenth fiscal year in which the Authority receives tax increment revenues with respect to such Added Territory); plus,
3. For the 31st year of receipt of tax increment with respect to such Added Territory and thereafter, 14 percent of revenues in excess of 30th year revenues (after deducting the required allocation to the Housing Fund), calculated by applying the tax rate against the amount of assessed value by which the current year assessed value exceeds the second adjusted base year assessed value (the second adjusted base year being the 30th fiscal year in which the Authority receives tax increment revenues with respect to such Added Territory).
For more information about the Pass -Through Payments, see the Fiscal Consultant Report attached to this Official Statement as Appendix A.
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Pledge of Pledged Tax Revenues
The 2025 Bonds are limited obligations of the Authority payable primarily from and secured by Pledged Tax Revenues, on a basis subordinate to the Senior Bonds and on a parity with the Parity Debt. “Pledged Tax Revenues” is defined in the Indenture to mean, on a subordinate basis to the Senior Bonds, and on a parity basis with the Parity Debt, (A) all tax increment revenues generated on the parcels comprising the Airport pledged and annually allocated and paid to the Authority pursuant to the Redevelopment Plan, the VVEDA JPA, and the SCLAA JPA, including all payments, subventions and reimbursements (if any) to the Authority specifically attributable to ad valorem taxes lost by reason of tax exemptions and tax rate limitations, but excluding (i) amounts, if any, payable to a taxing entity, pursuant to the Tax Sharing Agreements or Sections 33607.5, 33607.7, or 33676 of the Law, and (ii) amounts, if any, received by the Authority pursuant to Section 16111 of the Government Code, (B) all tax increment revenues pledged and annually allocated and paid to the Authority by the VVEDA Members from the Project Area, exclusive of the parcels comprising the Airport, pursuant to the Redevelopment Plan and the VVEDA JPA, including all payments, subventions and reimbursements (if any) to the VVEDA Members specifically attributable to ad valorem taxes lost by reason of tax exemptions and tax rate limitations, but excluding (i) amounts, if any, payable to a taxing entity pursuant to the Tax Sharing Agreements or Sections 33607.5, 33607.7, or 33676 of the Law, and (ii) amounts, if any, received by the VVEDA Members pursuant to Section 16111 of the Government Code, and (C) the property tax increment revenues pledged by the City pursuant to the Victorville Pledge and actually received by the Authority. See the caption “ —General,” above.
The Indenture provides that, subject to certain prior payments described therein, all Pledged Tax Revenues and the Special Fund are irrevocably pledged under the Indenture to secure the payment of the principal of and interest on the 2025 Bonds and all Parity Debt without preference or priority for series, issue, number, dated date, sale date, date of execution or date of delivery. Such pledge shall constitute a lien on and security interest in the Pledged Tax Revenues and the Special Fund, and will attach, be perfected and be valid and binding against all parties having claims of any kind in tort, contract or otherwise against the Authority, irrespective of whether such parties have notice of the Indenture; provided however, that the County Auditor - Controller is authorized by Section 34183(a) of the Dissolution Act to use Pledged Tax Revenues to pay the County’s administrative costs allowed under Section 34182 and Section 95.3 of the Revenue and Taxation Code.
Except for the Pledged Tax Revenues, such amounts and such funds and accounts, no other moneys, funds, accounts or properties of the Authority or other persons are pledged to, or otherwise liable for, the payment of principal of or interest or redemption premium (if any) on the 2025 Bonds or Parity Debt except as provided in the following paragraph with respect to the 2025 Bonds.
The Indenture further provides that the Debt Service Fund and any fund or account or sub- accounts created under the Indenture (other than the Costs of Issuance Fund and the Rebate Fund), including amounts on deposit therein (including proceeds of the 2025 Bonds), are irrevocably pledged unde r the Indenture to secure the payment of the principal of and interest on the 2025 Bonds and Parity Debt without preference or priority for series, issue, number, dated date, sale date, date of execution or date of delivery. Such pledge will constitute a first and exclusive lien on and security interest in the Debt Service Fund and any other fund or account created under the Indenture, and including amounts on deposit therein (including proceeds of the 2025 Bonds), and will attach, be perfected and be valid and binding against all parties having claims of any kind in tort, contract or otherwise against the Authority, irrespective of whether such parties have notice of the Indenture.
In consideration of the acceptance of the 2025 Bonds by those who shall hold the same from time to time, the Indenture will be deemed to be and will constitute a contract between the Authority and the Owners from time to time of the 2025 Bonds, and the covenants and agreements herein set forth to be performed on behalf of the Authority will be for the equal and proportionate benefit, security and protection of all Owners of the Bonds without preference, priority or distinction as to security or otherwise of any of the Bonds over any of the others by reason of the number or date thereof or the time of sale, execution and delivery thereof, or otherwise for any cause whatsoever, except as expressly provided in the Indenture.
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Special Fund; Deposit of Pledged Tax Revenues
Pursuant to the Indenture, the Authority will establish a special fund known as the “Special Fund,” which will be held by the Authority separate and apart from other funds of the Authority. The Authority will deposit all of the Pledged Tax Revenues received with respect to any fiscal year ending June 30 or such other period provided for by the Dissolution Act for payment of enforceable obligations (each, a “ROPS Period”) into the Special Fund promptly upon receipt thereof by the Authority. Except as may be provided to the contrary in the Indenture or in any Supplemental Indenture or Parity Debt Instrument (defined in Appendix C), upon receipt by the Authority of the money from the VVEDA RPTTF requested by the Authority in the amounts required under the Indenture (as described under the caption “ —Recognized Obligation Payment Schedule—Covenant Relating to Recognized Obligation Payment Schedule”), on each January 2 and June 1 or other date(s) on which Redevelopment Property Tax Trust Fund moneys are distributed to the Authority, and deposit of such amounts into the Special Fund, all Pledged Tax Revenues received by the Authority in excess of such amounts shall be released from the pledge and lien under the Indenture on such January 2 and June 1 or other date(s) on which Redevelopment Property Tax Trust Fund moneys are distributed to the Authority and shall be applied in accordance with the Law and the Dissolution Act, including but not limited to the payment of debt service on any subordinate debt. Prior to the payment in full of the principal of and interest and redemption premium (if any) on the Bonds and the payment in full of all other amounts payable under the Indenture and under any Supplemental Indentures or other Parity Debt Instrument, the Authority shall not have any beneficial right or interest in the moneys on deposit in the Special Fund, except as may be provided in the Indenture and in any Supplemental Indenture or other Parity Debt Instrument.
Deposit of Amounts by Trustee
The Indenture creates a fund known as the Debt Service Fund and accounts within the Debt Service Fund as set forth below, to be known respectively as the Interest Account, the Principal Account, and the Reserve Account. If Parity Debt in the form of Bonds is issued in the future , the Trustee may establish subaccounts within each account for each issue of Parity Debt, including a separate subaccount of the Reserve Account. as security for Parity Debt pursuant to a Supplemental Indenture to the extent provided under the Indenture.
Moneys in the Special Fund will be transferred by the Authority to the Trustee in the following amounts at the following times, for deposit by the Trustee in the following respective accounts within the Debt Service Fund, which are established with the Trustee by the Indenture, in the following order of priority (provided further that, if on the fifth (5th) Business Day prior to the date the Authority is required to transfer amounts on deposit in the Special Fund to the Trustee there are not amounts on deposit therein sufficient to make the following deposits, taking into account amounts required to be transferred with respect to Bonds other than the 2025 Bonds , the Authority will immediately notify the Trustee in writing of the amount of any such insufficiency and the Trustee will deposit amounts received from the Authority into sub-accounts of the Interest Account and/or Principal Account, as applicable, on a pro-rata basis):
Interest Account. On or before the fifth (5th) Business Day preceding each Interest Payment Date, commencing with the Interest Payment Date of June 1, 2026, the Authority will withdraw from the Special Fund and transfer to the Trustee, for deposit in the Interest Account an amount which when added to the amount contained in the Interest Account on that date, will be equal to the aggregate amount of the interest becoming due and payable on the Outstanding Bonds on such Interest Payment Date. No such transf er and deposit need be made to the Interest Account if the amount contained therein is at least equal to the interest to become due on the next succeeding Interest Payment Date upon all of the Outstanding Bonds. All moneys in the Interest Account will be used and withdrawn by the Trustee solely for the purpose of paying the interest on the 2025 Bonds as it becomes due and payable. The Trustee may establish sub-accounts within the Interest Account for the payment of interest due on the 2025 Bonds and Parity Debt, provided that all such Bonds and Parity Debt shall be paid on a parity basis.
Principal Account. On or before the fifth (5th) Business Day preceding December 1 in each year beginning December 1, 2026 (with respect to the 2025 Bonds ), the Authority will withdraw from the Special
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Fund and transfer to the Trustee for deposit in the Principal Account an amount which, when added to the amount then contained in the Principal Account, will be equal to the principal becoming due and payable on the Outstanding Serial Bonds and Outstanding Term Bonds, including pursuant to mandatory sinking account redemption, on the next December 1. No such transfer and deposit need be made to the Principal Account if the amount contained therein is at least equal to the principal to become due on the next December 1 on all of the Outstanding Serial Bonds and Term Bonds. All moneys in the Principal Account will be used and withdrawn by the Trustee solely for the purpose of paying the principal of the Serial Bonds and the Term Bonds, including by mandatory sinking account redemption, as the same becomes due and payable. The Trustee may establish sub-accounts within the Principal Account for the payment of principal due on the 2025 Bonds and Parity Debt, provided that all such Bonds shall be paid on a parity basis.
Reserve Account. There has been established in the Debt Service Fund by the Indenture a separate account known as the “Reserve Account” solely as security for payments on the 2025 Bonds payable by the Authority pursuant to the Indenture, which will be held by the Trustee in trust for the benefit of the Owners of the 2025 Bonds.
The Authority is not required to fund a reserve in connection with the issuance of Parity Debt. If the Authority issues Parity Debt secured by a reserve, the Authority will establish one or more reserve subaccounts in the Debt Service Fund or reserve accounts under the applicable Parity Debt Instrument for the purpose of securing such Parity Debt. Such reserve accounts or subaccounts will not be available to pay debt service on the 2025 Bonds.
The Reserve Requirement for the 2025 Bonds or any other series (or multiple series) of Parity Debt for which a reserve is to be funded will be calculated, as of any date of computation, as the lesser of: (i) 125% of the average Annual Debt Service with respect to the 2025 Bonds or such series (or multiple series) of Parity Debt, (ii) Maximum Annual Debt Service with respect to the 2025 Bonds or such series (or multiple series) of Parity Debt, or (iii) with respect to the 2025 Bonds or such series (or multiple series) of Parity Debt, 10% of the original principal amount of the 2025 Bonds or such series (or multiple series) of Bonds (or, if such series (or multiple series) of Bonds has more than a de minimis amount of original issue discount or premium, 10% of the issue price of such series (or multiple series) of Bonds; provided, that in no event shall the Authority, in connection with the issuance or incurrence of Parity Debt be obligated to deposit an amount in the Reserve Account (or applicable reserve account or subaccount thereof) which is in excess of the amount permitted by the applicable provisions of the Code to be so deposited from the proceeds of tax- exempt bonds without having to restrict the yield of any investment purchased with any portion of such deposit and, in the event the amount of any such deposit into the Reserve Account (or applicable reserve account or subaccount thereof) is so limited, the Reserve Requirement shall, in connection with the issuance of the 2025 Bonds or such Parity Debt, be increased only by the amount of such deposit as permitted by the Code; and, provided further that the Authority may meet all or a portion of the Reserve Requirement with respect to the 2025 Bonds or any series (or multiple series) of Parity Debt for whi ch a reserve is to be funded by depositing a Qualified Reserve Account Credit Instrument meeting the requirements of the Indenture. For the avoidance of doubt, the Reserve Requirement for any Parity Debt may, at the option of the Authority, be determined on a combined or standalone basis. See the caption “INTRODUCTORY STATEMENT—Reserve Account.”
The Reserve Requirement for the 2025 Bonds (calculated on a standalone basis) will be satisfied by the delivery of the Reserve Policy by the Insurer on the Closing Date with respect to the 2025 Bonds with a stated policy amount of $____________. The Authority will have no obligation to replace the Reserve Policy or to fund the Reserve Account with cash if, at any time that the 2025 Bonds are Outstanding, any rating assigned to the Insurer is downgraded, suspended or withdrawn or amounts are not available under the Reserve Policy, other than in connection with a draw on the Reserve Policy.
No Reserve Account Required for Parity Debt . The Indenture permits the issuance of Parity Debt without funding any reserve fund or account with respect to such Parity Debt. The Authority may be more likely to default on the payment of Parity Debt issued without funding a reserve fund or account for such Parity Debt
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and, in the event the Authority has insufficient revenues to pay debt service on the 2025 Bonds and Parity Debt, Pledged Tax Revenues would be applied pro-rata to the payment of such Parity Debt and the 2025 Bonds. See the captions “SECURITY FOR THE 2025 BONDS—Additional Senior Bonds and Parity Debt for Refunding Purposes Only” and “RISK FACTORS—Parity Debt Issued Without Reserve.” See Appendix C under the caption “SECURITY OF BONDS; FLOW OF FUNDS —Deposit of Amounts by Trustee—Reserve Account” for further information with respect to the procedure for drawing upon the Reserve Account.
Rebate Fund. On such date as may be specified by the Authority in writing to the Trustee, the Trustee shall deposit in the Rebate Fund an amount determined by the Authority to be subject to rebate to the United States of America in accordance with the Indenture and paid by the Authority to the Trustee pursuant to the Indenture. Amounts in the Rebate Fund shall be applied and disbursed by the Trustee solely for the purposes and at the times set forth in Requests of the Authority delivered to the Trustee, each of which Requests shall be accompanied by all applicable forms required by the Tax Code, if any, completed and duly executed by the Authority. See Appendix C under the caption “SECURITY OF BONDS; FLOW OF FUNDS —Rebate Fund” for further information with respect to the requirement to deposit Pledged Tax Revenues into the Rebate Fund under certain circumstances.
Tax Increment Financing
General. Prior to the enactment of the Dissolution Act, the Redevelopment Law authorized the financing of redevelopment projects through the use of Tax Increment Revenues. This method provided that the taxable valuation of the property within a redevelopment project area on the property tax roll last equalized prior to the effective date of the ordinance which adopts the redevelopment plan becomes the base year val uation.
Assuming that the taxable valuation never dropped below the base year level, the ta xing agencies thereafter received that portion of the taxes produced by applying then current tax rates to the base year valuation, and the redevelopment agency was allocated the remaining portion produced by applying then current tax rates to the increase in valuation over the base year. These “T ax Increment Revenues” were allocated to redevelopment agencies and were authorized to be pledged to the payment of agency obligations.
The Dissolution Act authorizes refunding indebtedness issued by a successor agency, including the Refunded Bonds, to be secured by a pledge of moneys deposited from time to time in a redevelopment property tax trust fund held by a county auditor-controller with respect to a successor agency, which are equivalent to the Tax Increment Revenues that were formerly allocated under the Redevelopment Law to the redevelopment agency and formerly authorized under the Redevelopment Law to be used for the financing of redevelopment projects, less amounts deducted pursuant to Section 34183(a) of the Dissolution Act for permitted administrative costs of the county auditor-controller.
Pledged Tax Revenues pledged to payment of the 2025 Bonds are described under the captions “INTRODUCTORY STATEMENT —Pledged Tax Revenues,” “ —Security for the 2025 Bonds —Tax Increment Financing,” and “SECURITY FOR THE 2025 BONDS—General.” Neither the Authority nor VVEDA has the power to levy property taxes ; the Authority must look specifically to the allocation of taxes as described above. See the caption “RISK FACTORS.” The Dissolution Act states that, to the extent that the documents governing outstanding bonds of a redevelopment agency have pledged revenues derived from a specific project area: “It is the intent ... that pledges of revenues associated with enforceable obligations of the former redevelopment agencies are to be honored. It is intended that the cessation of any redevelopment agency will not affect either the pledge, the legal existe nce of that pledge, or the stream of revenues available to meet the requirements of the pledge.” The Dissolution Act further provides that when a successor agency issues or incurs bonds or other indebtedness to refund bonds of the former redevelopment agency or the successor agency for debt service savings, “the successor agency may
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pledge to the refunding bonds or other indebtedness the revenues pledged to the bonds or other indebtedness being refunded, and that pledge, when made in connection with the issuance of such refunding bonds or other indebtedness, shall have the same lien priority as the pledge of the bonds or other obligations to be refunded, and shall be valid, binding, and enforceable in accordance with its terms.” SCLAA’s bonds (including the Refunded Bonds and the Senior Bonds) were secured by a pledge of and lien on c ertain portions of the Tax Increment Revenues from the SCLA Area, the Victorville Area and the Other Jurisdictions Area, as described above. Although SCLAA is not a successor agency, the SCLAA’s bonds were issued pursuant to authority set forth in the Redevelopment Law and the VVEDA JPA. Further, issuance of the Bonds to refund the Refunded Bonds was approved by SCLAA, the City, VVEDA, the Oversight Board, and DOF.
Tax Sharing. The Redevelopment Law authorized redevelopment agencies to make payments to school districts and other taxing agencies to alleviate any financial burden or detriments to such taxing agencies caused by a redevelopment project. VVEDA entered into several of these Tax Sharing Agreements and further provided for certain negotiated pass -through payments to taxing entities in the Redevelopment Plan, which impact the Original Area (collectively, the “ Negotiated Pass-Through Amounts”), as described u nder the captions “— Allocation of Tax Increment Revenues” and “ —Pass-Through Payments to Taxing Agencies.” Additionally, Sections 33607.5 and 33607.7 of the Redevelopment Law required mandatory tax sharing applicable to redevelopment projects adopted after January 1, 1994, or amended thereafter in certain manners specified in such statutes (the “Statutory Pass-Through Amounts” and, together with the Negotiated Pass-Through Amounts, the “Pass-Through Payments”). Statutory Pass -Through Amounts are payable to certain taxing entities with respect to the Amendment IV Area and the Amendment VIII Area. See the captions “ —Allocation of Tax Increment Revenues” and “—Pass-Through Payments to Taxing Agencies.” The Dissolution Act requires county auditor-controllers to distribute from each redevelopment property tax trust fund the negotiated pass-through amounts and the statutory pass-through amounts to the taxing entities levying property taxes within the applicable redevelopment project area for each six -month period before amounts are distributed by the county auditor-controller from the redevelopment property tax trust fund to the successor agency’s redevelopment obligation retirement fund each January 2 and June 1, unless: (i) pass- through payment obligations have previously been made subordinate to debt service payments for the bonded indebtedness of the former agency, as succeeded to by a successor agency; (ii) the successor agency has reported, no later than the December 1 and May 1 preceding the January 2 or June 1 distribution date, that the total amount available to the s uccessor agency from the r edevelopment property tax trust fund allocation to the s uccessor agency’s redevelopment obligation retirement fund, from other funds transferred from the f ormer agency and from funds that have or will become available through asset sales and all redevelopment operations is insufficient to fund the s uccessor agency’s enforceable obligations, pass -through payments and the s uccessor agency’s administrative cost allowance for the applicable six -month period; and (iii) the State Controller has concurred with the successor agency that there are insufficient funds for such purposes for the applicable six-month period.
If the requirements set forth in clauses (i) through (iii) of the foregoing paragraph have been met, the Dissolution Act provides for certain modifications in the distributions otherwise calculated to be distributed for such six-month period. To provide for calculated shortages to be paid to the s uccessor agency for enforceable obligations, the amount of the deficiency will first be deducted from the residual amount otherwise calculated to be distributed to the taxing entities under the Dissolution Act after payment of the successor agency’s enforceable obligations, pass-through payments and the successor agency’s administrative cost allowance. If such residual amount is exhausted, the amount of the remaining deficiency will be deducted from amounts available for distribution to the successor agency for administrative costs for the applicable six-month period in order to fund the enforceable obligations. Finally, funds required for servicing bond debt may be deducted from the amounts to be distributed for negotiated pass-through amounts and statutory pass-through amounts, in order to be paid to the successor agency for enforceable obligations, but only after the amounts described in the previous two sentences have been exhausted.
[The Dissolution Act provides for a procedure by which a successor agency may make statutory pass- through amounts subordinate to the 2025 Bonds. The Authority has not undertaken the requisite procedures to
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obtain such subordination of the Pass -Through Payments. Therefore, the County Auditor -Controller will allocate Tax Increment Revenues to pay all Pass-Through Payments prior to transferring Pledged Tax Revenues to VVEDA for payment of the Bonds, Senior Bonds, or any Parity Debt. See the captions “—Allocation of Tax Increment Revenues—Pass-Through Payment to Taxing Agencie s,” and “—Recognized Obligation Payment Schedule” for additional information regarding the Pass-Through Payments.] Housing Set -Aside; Housing Fund . Before the dissolution of the redevelopment agencies in California, the Redevelopment Law required VVEDA and the VVEDA Members to set aside not less than 20% of the gross tax increment with respect to the Combined Project Area , referred to as the “ Housing Set-Aside,” to be deposited into a Low- and Moderate-Income Housing Fund (“Housing Fund”) and to be expended for low and moderate income housing purposes. In contrast, under the Redevelopment Law, VVEDA and the VVEDA Members were authorized to use the portion of tax increment that was not part of the Housing Set -Aside (the “80 Percent Portion”) to pay debt service on bonds and other indebtedness of the VVEDA Members and SCLAA, incurred to finance or refinance redevelopment projects for the Combined Project Area.
The Dissolution Act has eliminated the Housing Set -Aside requirement. None of the property tax revenues deposited in the Redevelopment Property Tax Trust Fund are expressly designated as the Housing Set- Aside under the Dissolution Act. The Redevelopment Property Tax Trust Fund flow of funds under the Dissolution Act makes no distinction between bonds that were, in whole or in part, secured by and payable from the Housing Set -Aside and bonds that were solely secured by and payable from the 80 Percent Portion. As described below under the caption “—Senior Bonds,” certain of the Senior Bonds are secured by a pledge of the Authority’s and the City’s Housing Set-Aside moneys. It is unclear whether, if challenged, a court will find that the elimination of the distinction among bonds that were secured by the Housing Set-Aside and bonds that were secured by the 80 Percent Portion is contrary to the declared intent of the Dissolution Act. Payments under the Senior Bonds that are secured by a pledge and lien on the Housing Set -Aside portion of the Authority’s and City’s share of Tax Increment Revenues from the Combined Project Area on a senior basis to the debt service on the Bonds may have a pledge and lien only on the Housing Set -Aside portion of the Authority’s and City’s share of Tax Increment Revenue from the Combined Project Area, not the 80 Percent Portion. For purposes of the projections set forth in Tables 9A through 9D, no distinction is made between Senior Bonds secured by the Housing Set Aside and Senior Bonds secured by the 80 Percent Portion.
Recognized Obligation Payment Schedule
The Dissolution Act requires successor agencies, on or before February 1 of each year, to prepare and approve, and submit to the successor agency’s oversight board and the DOF for approval, a Recognized Obligation Payment Schedule pursuant to which enforce able obligations (as such term is defined in the Dissolution Act) of the successor agency for the following Fiscal Year are listed, together with the source of funds to be used to pay for each enforceable obligation. As defined in the Dissolution Act, “enforceable obligation” includes bonds, including the required debt service, reserve set -asides and any other payments required under the indenture or similar documents governing the issuance of the outstanding bonds of the former redevelopment agency, as well as other obligatio ns such as loans, judgments or settlements against the former redevelopment agency, any legally binding and enforceable agreement that is not otherwise void as violating the debt limit or public policy, contracts necessary for the administration or operation of the successor agency, and amounts borrowed from the Housing Fund , if any. A reserve may be included on the Recognized Obligation Payment Schedule and held by the successor agency when required by the bond indenture or when the next property tax allocation will be insufficient to pay all obligations due under the provisions of the bonds for the next payment due in the following half of the calendar year.
Under the Dissolution Act, the categories of sources of payments for enforceable obligations listed on a Recognized Obligation Payment Schedule are the following: (i) the Housing Fund; (ii) bond proceeds; (iii) reserve balances; (iv) administrative cost allowance; (v) the Redevelopment Property Tax Trust Fund (but only to the extent that no other funding source is available or when payment from property tax revenues is required by an enforceable obligation or otherwise required under the Dissolution Act); or (vi) other revenue
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sources (including rents, concessions, asset sale proceeds, interest earnings, and any other revenues derived from the former redevelopment agency, as approved by its oversight board).
The Dissolution Act provides that, commencing on the date that the first Recognized Obligation Payment Schedule is valid, only those payments listed in the Recognized Obligation Payment Schedule may be made by the successor agency from the funds specified in the Recognized Obligation Payment Schedule.
Recognized Obligation Payment Schedules must be submitted by each successor agency, after approval by the successor agency’s countywide oversight board, to the county administrative officer, the county auditor- controller, the DOF and the State Controller by February 1 in each year with respect to the successor agency’s payment obligations during the next Fiscal Year. If a successor agency does not submit an oversight board- approved Recognized Obligation Payment Schedule by such deadline, the city or county that provides for the governance of that successor agency will be subject to a civil penalty equal to $10,000 per day for every day that the schedule is not submitted. Additionally, the successor agency’s administrative cost allowance would be reduced by 25% if the successor agency does not submit an oversight board- approved Recognized Obligation Payment Schedule within 10 days of the February 1 deadline. For additional information regarding procedures under the Dissolution Act relating to late Recognize d Obligation Payment Schedules and implications thereof on the 2025 Bonds, see the caption “RISK FACTORS—Recognized Obligation Payment Schedule.” The Dissolution Act requires the DOF to make a determination of the enforceable obligations and the amounts and funding sources of the enforceable obligations no later than 45 days after the Recognized Obligation Payment Schedule is submitted. Within five business days of the determination by the DOF, a successor agency may request additional review by the DOF and an opportunity to meet and confer on disputed items, if any. The DOF will notify the successor agency and the county auditor-controller as to the outcome of its review at least 15 days before the January 2 or June 1 date of property tax distribution, as applicable. Additionally, the county auditor-controller may review a submitted Recognized Obligation Payment Schedule and object to the inclusion of any items that are not demonstrated to be enforceable obligations and may object to the funding source proposed for any items, provided that the county auditor-controller must provide notice of any such objections to the successor agency, the oversight board and the DOF at least 60 days prior to the January 2 or June 1 date of property tax distribution, as applicable.
See the caption “—Last and Final Recognized Obligation Payment Schedule ” for a description of the Last and Final Recognized Obligation Payment Schedule authorized by the Dissolution Act pursuant to SB 107.
In connection with the allocation and distribution by e ach county auditor-controller of property tax revenues deposited in a redevelopment property tax trust fund, under the Dissolution Act the c ounty auditor- controller must prepare estimates of the amounts of: (i) property tax to be allocated and distributed; and (ii) the amounts of pass-through payments to be made in the upcoming six- month period, and provide those estimates to the entities receiving the distributions and DOF by no later than October 1 and Apri l 1 of each year, as applicable. If, after receiving such estimate from the county auditor -controller, a successor agency determines and reports, no later than December 1 or May 1, as applicable, that the total amount available to the successor agency fro m the r edevelopment property tax trust fund allocation to the successor agency’s r edevelopment obligation retirement fund, from other funds transferred from the former redevelopment agency and from funds that have or will become available through asset sales and all redevelopment operations, is insufficient to fund the payment of pass-through obligations, the successor agency’s enforceable obligations listed on the recognized obligation payment schedule and the s uccessor agency’s administrative cost allowan ce, the county auditor - controller must notify the State Controller and the DOF by no later than 10 days from the date of the successor agency’s notification. If the State Controller concurs that there are insufficient funds to pay required debt service, the Dissolution Act provides for certain adjustments to be made to the estimated distributions, if pass-through payments have been subordinated to bond debt service, as described in more detail under the caption “ —Tax Increment Financing.” [The Pass-Through Payments have not been subordinated to the Bonds.]
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The Dissolution Act provides that any bonds authorized to be issued by a successor agency will be considered indebtedness incurred by the dissolved redevelopment agency, with the same legal effect as if such bonds had been issued prior to the effective date of AB X1 26, in full conformity with the applicable provision of the Redevelopment Law that existed prior to such date, will be included in the successor agency’s recognized obligation payment schedule and will be secured by a pledge of, and lien on, and will be repaid from moneys deposited from time to time in the successor agency’s redevelopment property tax trust fund established pursuant to the Dissolution Act. Further, the Dissolution Act provides that the scheduled payments on bonds issued by a successor agency with the approval of the oversight board and DOF shall be listed in the recognized obligation payment schedule and shall not be subject to further review and approval by DOF or the Controller.
VVEDA Recognized Obligation Payment Schedules and RPTTF Disbursements. VVEDA operated as a redevelopment agency under the Redevelopment Law. VVEDA now operates as a successor agency under the Dissolution Act. The County Auditor -Controller has established the VVEDA RPTTF as a separate Redevelopment Property Tax Trust Fund for VVEDA. The County Auditor -Controller deposits tax increment revenues generated from properties in the Combined Project Area into the VVEDA RPTTF. VVEDA is responsible for submitting an annual Recognized Obligation Payment Schedule including all payments (to the extent payable from Combined Project Area Tax Increment Revenues) required under enforceable obligations of the Authority, the Apple Valley Successor Agency, and VVEDA.
On each prior Recognized Obligation Payment Schedule submitted by VVEDA, VVEDA has requested disbursements from the VVEDA RPTTF to pay debt service on the Senior Bonds and the Refunded Bonds and has transferred such amounts to the Authority for payment of scheduled debt service on the Senior Bonds and the Refunded Bonds. VVEDA is expected to continue this practice for purposes of enabling the Authority to pay debt service on the Senior Bonds and the 2025 Bonds when due. Amounts available for transfer by VVEDA to the Authority for payment of debt service on the Senior Bonds and the 2025 Bonds will be limited to available Pledged Tax Revenues, after payment of County administrative charges and Pass-Through Payments. Through the foregoing process, the Authority has received the amounts necessary to make all scheduled payments of principal and interest on the Senior Bonds and Refunded Bonds when due since Fiscal Year 2015-16; however, in Fiscal Years 2011-12 through 2014-15, the Authority drew on reserve funds and defaulted on scheduled debt service payments on certain subordinate series of the Senior Bonds and Refunded Bonds, as described under the captions “INTRODUCTION—History of Defaults and Use of Reserves” and “VICTOR VALLEY ECONOMIC DEVELOPMENT AUTHORITY—History of Defaults and Use of Reserves.” See Table 3.
As described under the caption “ VVEDA—The Victor Valley Economic Development Authority — VVEDA Successor Agency ,” the Town of Apple Valley currently serves as the Treasurer of VVEDA, with responsibility for transferring amounts received from the VVEDA RPTTF to the Authority, the Apple Valley Successor Agency, and other payees listed on the VVEDA Recognized Obligation Payment Schedule. See the caption “ VICTOR VALLEY ECONOMIC DEVELOPMENT AUTHORITY —Administration of t he Victor Valley Economic Development Author ity” for more information regarding the process VVEDA uses for determining the amounts available to make payments to the Authority and the Apple Valley Successor Agency, as provided for in the VVEDA Recognized Obligation Payment Schedules.
Covenants Relating to Recognized Obligation Payment Schedule . The Authority has covenanted in the Indenture to take all actions and use its best efforts to cause VVEDA to take all actions required under the Dissolution Act to include:
(i) scheduled debt service on the Senior Bonds, the Bonds and any Parity Debt and any amount required under the Indenture to replenish the Reserve Account established thereunder or the reserve accounts or subaccounts established under any Parity Debt Instrument, and (ii) amounts due to any Insurer under the Indenture or under an insurance policy, debt reserve account policy, surety bond or municipal bond debt service reserve insurance policy,
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in Recognized Obligation Payment Schedules for each ROPS Period so as to enable the County Auditor- Controller to distribute from the VVEDA RPTTF to the VVEDA Redevelopment Obligation Retirement Fund on each January 2 and June 1 amounts required for the Authority to pay principal of, and interest on, the Bonds coming due in the respective ROPS Period, to pay amounts owed to any Insurer, as well as the other amounts set forth above, all as described in more detail in the following paragraph, and to enable VVEDA to pay such amounts to the Authority and to enable the Authority to make the payments required by the Indenture, and the Authority shall use its best efforts to cause VVEDA to transfer all such amounts to the Authority in accordance with the Indenture.
In order to ensure that amounts are available for the Authority to make payments under the Indenture on a timely basis, on or before each February 1 (or at such earlier time as may be required by the Dissolution Act), for so long as any Bonds are outstanding, the Authority will use its best efforts to cause VVEDA to submit an Oversight Board- approved Recognized Obligation Payment Schedule to DOF and to the County Auditor - Controller that shall include:
(a) a request for property tax revenues from the Combined Project Area to be distributed from the VVEDA RPTTF on each January 2 in an amount sufficient to pay all debt service coming due on all Outstanding Senior Bonds (including bonds issued to refund Senior Bonds on a basis senior to the 2025 Bonds) during the then-current Bond Year (specifically, the payments due on the following June 1 and December 1), (b) a request for property tax revenues from the Combined Project Area to be distributed from the VVEDA RPTTF on each June 1 in an amount sufficient to pay all debt service coming due on all Bonds and Parity Debt during the following Fiscal Year (specifically, the payments due on the following December 1 and June 1),
(c) a request for property tax revenues from the Combined Project Area to be distributed from the VVEDA RPTTF sufficient to pay when due all amounts due and owing to the 2025 Insurer under the Indenture, to any other Insurer, and to any insurer of Senior Bonds, and (d) a request for any amount required to cure any deficiency in the reserve accounts pursuant to the indentures under which the Senior Bonds were issued, the Reserve Account or any subaccount therein pursuant to the Indenture, or a reserve account established under any Parity Debt Instrument (including any amounts required due to a draw on the Qualified Reserve Account Credit Instrument as well as all amounts due and owing to the 2025 Insurer under the Indenture or to any other Insurer or any insurer of Senior Bonds).
The Authority has hired Harris & Associates to calculate and to project available Pledged Tax Revenues on an ongoing basis as part of the annual continuing disclosures. VVEDA has hired Harris & Associates to prepare and submit each Recognized Obligation Payment Schedule on behalf of VVEDA, including for the Authority’s RPTTF needed for debt service, and to calculate Pledged Tax Revenues in each distribution period.
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The following table shows the projected available Pledged Tax Revenues and Recognized Obligation Payment Schedule debt service requests with respect to the RPTTF distributions through June 1, 2028 and illustrates the manner in which the Authority will comply with the foregoing ROPS Covenant (defined herein).
RPTTF DISTRIBUTIONS AND SEMI-ANNUAL CASH FLOW DEBT SERVICE COVERAGE Scheduled Debt Service
ROPS
Period(1)
Available
RPTTF Status(2)
Payment Due
Date
Senior Bonds Debt
Service
2025 Bonds
Debt Service
ROPS Requested
Amounts
Cash Flow
Coverage
RPTTF
Remainder(3)
25-26A $ 14,626,939 Received 12/1/2025 $ 7,750,394 -- -- N/A $ 6,876,545 25-26B 6,795,871 Approved 6/1/2026 4,301,186 $ 2,299,000 -- N/A 195,685 26-27A 28,108,869 Projected Pledge 12/1/2026 7,841,186 6,100,000 $ 8,858,706(4) 3.17x -- 26-27B 33,725,938 Projected Pledge 6/1/2027 4,196,338 1,989,750 12,152,675(5) 2.78 -- 27-28A 28,826,433 Projected Pledge 12/1/2027 7,956,338 6,189,750 8,074,500(6) 3.57 -- 27-28B 33,725,938 Projected Pledge 6/1/2028 4,084,946 1,884,750 12,154,893(7) 2.77 -- 28-29A 28,826,433 Projected Pledge 12/1/2028 8,069,946 6,289,750 8,064,375(8) 3.57 --
(1) ROPS A period refers to the June 1 RPTTF distribution. ROPS B period refers to the January 2 distribution. (2) Amount for ROPS 25-26A was actually received on or about June 1, 2025. Amount for ROPS 25-26B was requested and approved for distribution January 2, 2025. Amounts for ROPS 26-27A and following ROPS periods represent projected available Pledged Tax Revenues. (3) Approximately $6,876,545 received from the June 1, 2025 RPTTF distribution and approximately $459,560 received from the January 2, 2026 RPTTF distribution will be reserved to pay Senior Bonds and 2025 Bonds debt service on December 1, 2026. (4) Represents principal and interest due on the Senior Bonds and 2025 Bonds coming due on December 1, 2026 plus interest coming due on 2025 Bonds on June 1, 2027. See footnotes (3) and (4).
(5) Represents Senior Bonds interest due June 1, 2027 and principal and interest due December 1, 2027. (6) Represents 2025 Bonds principal and Interest due December 1, 2027 and interest due June 1, 2028. (7) Represents Senior Bonds interest due June 1, 2028 and principal and interest due December 2029. (8) Represents 2025 Bonds principal and interest due December 1, 2028 and interest due June 1, 2029.
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Further, under the Indenture, in the event the provisions set forth in the Dissolution Act as of the Closing Date of the 2025 Bonds that relate to the filing of Recognized Obligation Payment Schedules are amended or modified in any manner, the Authority agrees to take all such actions as are necessary to comply with such amended or modified provisions so as to ensure the timely payment of debt service on the Senior Bonds, the 2025 Bonds and any Parity Debt and, if the timing of distributions from the RPTTF is changed, the receipt of (i) the full Bond Year’s debt service coming due on all Outstanding Senior Bonds prior to any payment being made with respect to 2025 Bonds or any Parity Debt or for any other purpose, and (ii) the full Bond Year’s debt service coming due on all Outstanding 2025 Bonds and any Outstanding Parity Debt prior to any payment being made with respect to Subordinate Debt or for any unsecured obligations of the Authority. [So long as the 2025 Bonds are Outstanding and the 2025 Insurer is not in default under the 2025 Insurance Policy or the 2025 Reserve Policy, in the event VVEDA fails to provide the Oversight Board or the Department of Finance with a Recognized Obligation Payment Schedule by the statutory deadlines, the Authority designates the 2025 Insurer as its attorney-in-fact with the power to make requests or take other actions on behalf of the Authority to request that VVEDA submit a Rec ognized Obligation Payment Schedule that includes debt service on the Senior Bonds, the 2025 Bonds, and any Parity Debt; provided however, that the 2025 Insurer will provide a copy of such request or other correspondence or documentation made by the 2025 Insurer to the Authority prior to such submission. With respect to Recognized Obligation Payment Schedules, if any amounts payable to the 2025 Insurer are not included on the then current Recognized Obligation Payment Schedule, the Authority shall use its best efforts to cause VVEDA to amend such Recognized Obligation Payment Schedule to the extent permitted by law.]
See Table 3 herein and t he Fiscal Consultant Report attached hereto as Appendi x A for information regarding past Redevelopment Property Tax Trust Fund distributions to VVEDA from the Combined Project Area.
Last and Final Recognized Obligation Payment Schedule
SB 107 amended the Dissolution Act to permit a successor agency to submit a Last and Final Recognized Obligation Payment Schedule (a “Last and Final ROPS”) for approval by the oversight board and DOF if: (i) the successor agency’s only remaining debt is administrative costs and payments pursuant to enforceable obligations with defined payment schedules, (ii) all remaining obligations have been previously listed on a Recognized Obligation Payment Schedule and approved by DOF, and (iii) the successor agency is not a party to outstanding or unresolved litigation. The Last and Final ROPS must list the remaining enforceable obligations of the successor agency in the following order: (A) enforceable obligations to be funded from the Redevelopment Property Tax Trust Fund, (B) enforceable obligations to be funded from bond proceeds or other legally or contractually dedicated or restricted funding sources, and (C) loans or deferra ls authorized for repayment to t he City that created the redevelopment agency or the successor to the former redevelopment agency’s housing functions and assets. The Last and Final ROPS must also include the total outstanding obligation and a schedule of remaining payments for each enforceable obligation described in (A) and (B) above, and the total outstanding obligation and an interest rate of 4%, for any loans or deferrals listed pursuant to (C) above. The Last and Final ROPS shall also establish the maximum amount of Redevelopment Property Tax Trust Funds to be distributed to the successor agency for each remaining fiscal year until all obligations have been fully paid. DOF approval is required for any Last and Final ROPS to become effective. The county auditor- controller shall also review the Last and Final ROPS and provide any objection to the inclusion of any items or amounts to DOF. Successor agencies may only amend an approved Last and Final ROPS twice. Commencing on the effective date of the approved Last and Final ROPS, the successor agency will not prepare or transmit annual Rec ognized Obligation Payment Schedules. See the caption “ RISK FACTORS —Last and Final Recognized Obligation Payment Schedule.”
After the Last and Final ROPS is approved by DOF, the county auditor -controller shall continue to allocate moneys in the successor agency’s Redevelopment Property Tax Trust Fund pursuant to Section 34183 of the Dissolution Act; however, the county auditor-controller shall allocate such moneys in each fiscal period,
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after deducting the county auditor-controller’s administrative costs, in the following order of priority: (A) pass through payments pursuant to Section 34183(a)(1) of the Dissolution Act, (B) scheduled debt service payments on tax allocation bonds listed and approved in the Last and Final ROPS, (C) scheduled payments on revenue bonds listed and approved in the Last and Final ROPS, but only to the extent the revenues pledged for them are insufficient to make the payments and only if the successor agency’s tax increment revenues were also pledged for the repayment of bonds, (D) scheduled payments for debts and obligations listed and approved in the Last and Final ROPS to be paid from the Redevelopment Property Tax Trust Fund, (E) payments listed and approved on the Last and Final ROPS that were authorized but unfunded in prior periods, (F) repayment of loans and deferrals to t he City that created the redevelopment agency or the successor to the former redevelopment agency’s housing functions and assets that ar e listed and approved on the Last and Final ROPS, and (G) any moneys remaining in the Redevelopment Property Tax Trust Fund after the payments and transfers described in (A) to (F), above, shall be distributed to taxing entities in accordance with Section 34183(a)(4) of the Dissolution Act.
If the successor agency reports to the county auditor -controller that the total available amounts in the Redevelopment Property Tax Trust Fund will be insufficient to fund the successor agency’s current or future fiscal year obligations, and if the county auditor -controller concurs that there are insufficient funds to pay the required obligations, the county auditor -controller may distribute funds pursuant to Section 34183(b) of the Dissolution Act. See the caption “—Tax Increment Financing.” The Authority believes that VVEDA has no current plans to seek appro val of a Last and Final ROPS. [The Authority has covenanted in the Indenture not to cooperate with VVEDA in connection with the submittal by VVEDA, and not to submit, to the Oversight Board or the DOF, a request for the final amendment permitted for any Last and Final Recognized Obligation Payment Schedule of VVEDA without the prior written consent of the Insurer, unless all amounts that could become due and payable to the Insurer under the Indenture would be included as a line item on such Last and Final Recognized Obligation Payment Schedule, as amended.
However, notwithstanding the foregoing, no assurance can be provided that VVEDA will not submit a Last and Final ROPS.]
Obligations with Senior Right to Payment
The Authority’s pledge of Pledged Tax Revenues for payment on the 2025 Bonds is subordinate to its prior pledge of or claim on certain tax revenues to pay debt service and certain other payments pursuant to the Senior Bonds listed below under the caption “ —Senior Bonds ,” as well as payment of the Pass -Through Payments [that have not been subordinated to the Bonds].
Senior Bonds. The Authority may not issue additional bonds or incur additional obligations that are payable from Pledged Tax Revenues on a senior basis to the 2025 Bonds, except for the purpose of refunding the Authority’s obligations pledged to payment of debt servi ce on the Senior Bonds (defined below) for debt service savings in accordance with the Indenture and the Dissolution Act. See the caption “—Additional Senior Bonds and Parity Debt for Refunding Purposes Only —Issuance of Senior Bonds to Refund Senior Bonds,” below.
The bond issuances described in the following table (the “Senior Bonds”) are payable from moneys deposited in the VVEDA RPTTF allocated to the Authority under the VVEDA JPA on a senior basis to the 2025 Bonds.
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SUMMARY OF OUTSTANDING SENIOR BONDS
Dated
Date Senior Bonds
Outstanding
Principal
Amount
CUSIP† of
Final
Maturity
1. 6/20/2006 Tax Allocation Revenue Parity Bonds (Southern California Logistics Airport Project) Taxable Series
2006
$ 40,845,000 842472CEO
2. 11/1/2006 Tax Allocation Revenue Parity Bonds (Southern California Logistics Airport Project) Taxable
Forward Series
$ 26,975,000 842472CG5
3. 11/21/2006 Taxable Subordinate Tax Allocation Revenue Bonds (Southern California Logistics Airport Project)
Series 2006
$ 48,765,000 842472CK6
4. 3/27/2007 Taxable Housing Set-Aside Revenue Parity Bonds (Southern California Logistics Airport Project)
Series 2007
(1)
$ 30,050,000 842472BA8
5. 5/15/2008 Tax Allocation Revenue Bonds (Southern California Logistics Airport Project) Series 2008A issued as
Capital Appreciation Bonds
(2)
$ 126,595,000(3) 842472DP4
Total: $ 273,230,000
(1) Secured by the Housing Set-Aside portion of the Tax Increment Revenues from the SCLA Area and the Victorville Area. (2) Only the bonds of such series issued as capital appreciation bonds and have scheduled maturity dates after the final maturity of the 2025 Bonds.
(3) Accreted value at maturity.
Source: Raymond James & Associates, Inc.
Pass-Through Payments to Taxing Agencies . As discussed above under “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS —Allocation of Tax Increment Revenues ,” taxes allocated to VVEDA with respect to the Combined Project Area are paid on a basis subordinate to certain Pass-Through Payments to affected taxing entities. Pledged Tax Revenues securing the Bonds do not include amounts that are required for Pass-Through Payments for the Combined Project Area.
Other Authority Obligations Not Secured by Pledged Tax Revenues The Authority is responsible for the operation and maintenance of the Airport, and as such has numerous significant agreements and other obligations secured by or payable from Airport revenues and other sources of funds, but not secured by a pledge of, or lien on, Pledged Tax Revenues. Debt service on the 2025 Bonds is neither secured nor payable from such revenues or other funds. See Appendix F—“SOUTHERN CALIFORNIA
LOGISTICS AIRPORT AUTHORITY AUDITED FINANCIAL STATEMENTS FOR FISCAL YEAR ENDED JUNE 30, 2024.”
† CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services (CGS) is managed on behalf of the American Bankers Association by FactSet Research Systems Inc. Copyright© 2025 CUSIP Global Services. All rights reserved. CUSIP ® data herein is provided by CUSIP Global Services. This data is not intended to create a database and does not serve in any way as a substit ute for the CGS database. CUSIP® numbers are provided for convenience of reference only. None of the Authority, the City of Victorville, VVEDA, or the Underwriter or their agents or counsel assume responsibility for the accuracy of such numbers.
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Additional Senior Bonds and Parity Debt for Refunding Purposes Only Issuance of Senior Bonds to Refund Senior Bonds. The Authority may issue bonds secured by Pledged Tax Revenues or any part thereof, on a senior basis to the Bonds and Parity Debt, but only to refund Senior Bonds and provided that the Authority delivers to the Trustee a Written Certificate of the Authority stating that (a) the Authority will deliver to the Trustee a Written Certificate of the Authority stating that (i) such refinancing will produce debt service savings calculated in accordance with the requirements of Section 34177.5(a)(1) of the Dissolution Act and (ii) the aggregate principal and interest payments on the refunding bonds will be less in each Fiscal Year or Bond Year (at the option of the Authority) than the aggregate principal and interest payments on the Senior Bonds being refunded in each such Fiscal Year or such Bond Year and (b) scheduled payments of interest on the Senior Refunding Bonds may be made only on June 1 and December 1 and scheduled payments of principal on the Senior Refunding Bonds may be made only on December 1.
Parity Debt to Refund Senior Bonds, Bonds, or Parity Debt . In addition to the 2025 Bonds, the Authority may issue Parity Debt to refund any outstanding 2025 Bonds, Senior Bonds, or Parity Debt for savings, in such principal amount as shall be determined by the Authority. The Authority may issue and deliver any such Parity Debt subject to the following specific conditions:
(a) No Event of Default under the Indenture, no event of default under any Senior Bonds Indenture, and no event of default under any Parity Debt Instrument or Supplemental Indenture may have occurred and be continuing unless cured by or concurrently with the issuance of such Parity Debt; (b) The Parity Debt must be issued to provide savings to the Authority, calculated in accordance with Health and Safety Code Section 34177.5(a)(1);
(c) A Supplemental Indenture or Parity Debt Instrument must be adopted which (i) state s the applicable reserve requirement, if any, and the amount, if any, from the proceeds of sale of such Parity Debt or the stated amount of Qualified Reserve Account Credit Instrument to be deposited in a separate subaccount of the Reserve Account or a separate reserve account under a Parity Debt Instrument to be held as separate security for such series of Parity Debt; (ii) designate s accounts or subaccounts in the Debt S ervice Fund or separate accounts under a Parity Debt Instrument to be applicable to such Parity Debt ; (iii) provide s for scheduled payments of interest on such Parity Debt only on June 1 and December 1 and provides for scheduled payments of principal on such Parity Debt only on December 1; and (iv) sets forth such other provisions that are appropriate or necessary and are not inconsistent with the provisions hereof.
Subordinate Obligations. Nothing in the Indenture prevents the Authority from issuing additional bonds or incurring other loans, advances or indebtedness payable from Pledged Tax Revenues on a subordinate basis to the 2025 Bonds and Parity Debt. Subordinate debt issued as bonds shall be payable on the same dates as the Bonds [unless otherwise consented to by the 2025 Insurer.]
BOND INSURANCE
The information under this caption has been prepared by Assured Guaranty Inc. (the “Insurer” or “AGI”) for inclusion in this Official Statement. None of the Authority, the City, VVEDA, or the Underwriter has reviewed this information, nor do the Authority, the City, VVEDA, or the Underwriter make any representation with respect to the accuracy or completeness thereof. The following information is not complete and reference is made to Appendix J for a specimen of the Policy.
[TO COME]
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PROPERTY TAXATION IN CALIFORNIA
Property Tax Collection Procedures
Classification. In the State, property which is subject to ad valorem taxes is classified as “secured” or “unsecured.” Secured and unsecured property is entered on separate parts of the assessment roll maintained by county assessors. The secured classification includes property on which any property tax levied by a county becomes a lien on that 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 property owned b y the taxpayer. Every tax which becomes a lien on secured property has priority over all other liens on the secured property arising pursuant to State law, regardless of the time of the creation of other liens. See the caption “RISK FACTORS—Bankruptcy and Foreclosure” for certain limitations on the priority of secured tax liens under federal law, however.
Generally, ad valorem taxes are collected by a county for the benefit of the various taxing agencies (cities, schools and special districts) that share in the ad valorem tax (each, a taxing entity) and successor agencies eligible to receive distributions from the respective Redevelopment Property Tax Trust Fund.
Collections. The method of collecting delinquent taxes is substantially different for secured and unsecured property. Counties have four ways of collecting unsecured personal property taxes: (i) initiating a civil action against the taxpayer; (ii) filing a certificate in the office of the county clerk specifying certain facts in order to obtain a judgment lien on certain property of the taxpayer; (iii) filing a certificate of delinquency for record in the county recorder’s office to obtain a lien on cert ain property of the taxpayer; and (iv) seizing and selling personal property, improvements or possessory interests belonging or assessed to the assessee. The exclusive means of enforcing the payment of delinquent taxes with respect to property on the secured roll is the sale of the property securing the taxes to the State for the amount of taxes which are delinquent.
Penalty. A 10% penalty is added to delinquent taxes which have been levied with respect to property on the secured roll. In addition, property on the secured roll on which taxes are delinquent is declared in default by operation of law and declaration of the tax collector on or about June 30 of each fiscal year. Such property may thereafter be redeemed by payment of the delinquent taxes and a delinquency penalty, plus a redemption penalty of 1.5% per month to the time of redemption. If taxes are unpaid for a period of five years or more, the property is deeded to the State and then is subject to sale by the county tax collector. A 10% penalty also applies to delinquent taxes with respect to property on the unsecured roll, and further, an additional penalty of 1.5% per month accrues with respect to such taxes beginning on varying dates related to the tax bill mailing date.
The County does not include any former redevelopment agency revenues in its Teeter Plan (described under the caption “ PROPERTY TAXATION IN CALIFORNIA—Property Tax Collection Procedures ”), and therefore delinquent property taxes may impact actual Tax Increment Revenues in the future. See Table 2 under the caption “THE PROJECT AREA—Project Area Characteristics” for historical information regarding historic collections of Tax Increment Revenues within the Project Area.
The Authority can provide no assurance that additional actions will not be taken by the County, the State, or individual property taxpayers that may have a material adverse impact on property tax revenues and the timing or amount of deposits into the Redevelopment Prope rty Tax Trust Fund and the A uthority’s ability to make payments on the 2025 Bonds when due.
Delinquencies. The valuation of property is determined as of the January 1 lien date as equalized in August of each year and equal installments of taxes levied upon secured property become delinquent on the following December 10 and April 10. Taxes on unsecured prope rty are due January 1 and become delinquent August 31. The County has adopted the Alternative Method of Distribution of Tax Levies and Collections and of Tax Sale Proceeds (known as the Teeter Plan), as provided for in Section 4701 et seq . of the Revenue and Taxation Code of the State; however, the County does not include any former redevelopment agency revenues on its Teeter Plan and therefore delinquent property taxes impact the Tax Increment Revenues generated in the
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Project Area. See the caption “THE PROJECT AREA—Project Area Characteristics” and Appendix A for more information regarding property tax delinquencies within the Project Area.
Supplemental Assessments. California Revenue and Taxation Code Section 75.70 provides for the supplemental assessment and taxation of property as of the occurrence of a change of ownership or completion of new construction. Prior to the enactment of this law, the assessment of such changes was permitted only as of the next tax lien date following the change, which delayed the realization of increased property taxes from the new assessments for up to 14 months. Revenue and Taxation Code Section 75.70 provides increased revenue to the Redevelopment Property Tax Trust Fund to the extent that supplemental assessments of new construction or changes of ownership occur within the boundaries of the Project Area subsequent to the January 1 lien date. To the exten t that such supplemental assessments occur within the Project Area, Pledged Tax Revenues may increase. See the caption “THE PROJECT AREA—Transfers of Ownership” and “—New Development.” Property Tax Administrative Costs . In 1990, the State Legislature enacted Senate Bill ( “SB”) 2557 (Chapter 466, Statutes of 1990) which allows counties to charge for the cost of assessing, collecting and allocating property tax revenues to local government jurisdictions in proportion to the tax- derived revenues allocated to each. SB 1559 (Chapter 697, Statutes of 1992) explicitly includes redevelopment agencies among the jurisdictions which are subject to such charges. In addition, Sections 34182(e) and 34183(a) of the Dissolution Act allow administrative costs of the County Auditor -Controller for the cost of administering the provisions of the Dissolution Act, as well as the foregoing SB 2557 amounts, to be deducted from property tax revenues before moneys are deposited into the Redevelopment Property Tax Trust Fund. For Fiscal Year 2025-26, the County’s administrative charge for the Combined Project Area is estimated to be approximately 1.13% of gross Tax Increment Revenues.
Negotiated Tax Sharing Agreements. Prior to 1994, under the Redevelopment Law, a redevelopment agency could enter into an agreement to pay tax increment revenues to any taxing agency that has territory located within a redevelopment project in an amount which in the redevelopment agency’ s determination was appropriate to alleviate any financial burden or detriment caused by the redevelopment project. Such agreements normally provide for payment or pass-through of tax increment revenue directed to the affected taxing agency, and, therefore, are commonly referred to as pass -through agreements or tax sharing agreements. These negotiated payments to affected taxing agencies are referred to herein as “Negotiated Pass-Through Amounts.” See the caption “SECURITY FOR THE 2025 BOND S—Allocation of Tax Increment Revenues —Pass- Throughs to Taxing Agencies” and “—Tax Increment Financing—Tax Sharing” for a discussion of Negotiated Pass-Through Amounts with respect to the Combined Project Area.
Statutory Pass-Through Amounts. The payment of Statutory Pass -Through Amounts results from:
(i) redevelopment plan amendments which add territory in existing project areas on or after January 1, 1994; and (ii) redevelopment plan amendments which eliminate one or more limitations within a redevelopment plan (such as the removal of the time limit on the establishment of loans, advances and indebtedness). The calculation of the amount due to affected taxing e ntities is described in Sections 33607.5 and 33607.7 of the Redevelopment Law. See the caption “SECURITY FOR THE 2025 BOND S—Allocation of Tax Increment Revenues—Pass- Throughs to Taxing Agencies” and “ —Tax Increment Financing —Tax Sharing” for further infor mation regarding the applicability of the statutory pass -through provisions of the Redevelopment Law and the Dissolution Act to the Combined Project Area.
Recognized Obligation Payment Schedule . The Dissolution Act provides that, commencing on the date that the first Recognized Obligation Payment Schedule is valid, only those payments listed in the Recognized Obligation Payment Schedule may be made by the Successor Agency from the funds specified in the Recognized Obligation Payment Schedule. On or before each February 1, the Dissolution Act requires successor agencies to prepare and approve, and submit to the successor agency’s oversight board and the DOF for approval, a Recognized Obligation Payment Schedule pursuant to which enforceable obligations (as defined in the Dissolution Act) of the successor agency are listed for the following July 1 through June 30 (Fiscal Year) period, together with the source of funds to be used to pay for each enforceable obligation. Tax Revenues will
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not be distributed from the Redevelopment Property Tax Trust Fund by the County Auditor -Controller to VVEDA’s Redevelopment Obligation Retirement Fund without a duly approved and effective Recognized Obligation Payment Schedule obtained in sufficient time prior to the January 2 or June 1 distribution dates, as applicable.
VVEDA is responsible for submitting an annual Recognized Obligation Payment Schedule including all payments required under enforceable obligations of the VVEDA Members, including the Authority. The Authority has covenanted in the Indenture to use its best efforts to cause VVEDA to include all debt service payments with respect to the Bonds, the Senior Bonds, and any Parity Debt in its Recognized Obligation Payment Schedules in accordance with the requirements specified in the Indenture. However, VVEDA is not a party to the Indenture and relies on the Authority to request Pledged Tax Revenues from VVEDA for inclusion in future Recognized Obligation Repayment Schedules. In the event that VVEDA were to fail to include such amounts in its Recognized Obligatio n Payment Schedules or the Authority were to fail to request such Pledged Tax Revenues from VVEDA in a timely manner, the availability of Pledged Tax Revenues to the Authority to make payments on the 2025 Bonds would be adversely affected.
See the caption “SECURITY FOR THE 2025 BOND S—Recognized Obligation Payment Schedule ” and “RISK FACTORS—Recognized Obligation Payment Schedule.” See also “SECURITY FOR THE 2025 BONDS—Last and Final Recognized Obligation Payment Schedule ” for a description of the Last and Final ROPS authorized by the Dissolution Act pursuant to SB 107.
Unitary Property
Assembly Bill ( “AB”) 2890 (Statutes of 1986, Chapter 1457) provides that, commencing with State Fiscal Year 1988 -89, assessed value derived from State -assessed unitary property (consisting mostly of operational property owned by utility companies) is to be allocated county- wide as follows: (i) each tax rate area will receive the same amount from each assessed utility received in the previous fiscal year unless the applicable county-wide values are insufficient to do so, in which case values will be allocat ed to each tax rate area on a pro rata basis; and (ii) if values to be allocated are greater than in the previous fiscal year, each tax rate area will receive a pro rata share of the increase from each assessed utility according to a specified formula.
Additionally, the lien date on State-assessed property was changed from March 1 to January 1.
AB 454 (Statutes of 1987, Chapter 921) further modified Chapter 1457 regarding the distribution of tax revenues derived from property assessed by the State Board of Equalization. AB 454 provides for the consolidation of all State-assessed property, except for regulated railroad property, into a single tax rate area in each county. AB 454 further provides for a new method of establishing tax rates on State-assessed property and distribution of property tax revenue derived from State -assessed property to ta xing jurisdictions within each county in accordance with a new formula. Railroads will continue to be assessed and revenues allocated to all tax rate areas where railroad property is located. The intent of AB 2890 and AB 454 is to provide redevelopment agencies with their appropriate share of revenue generated from property assessed by the State Board of Equalization.
The County Auditor-Controller allocated an aggregate total of $48,239,225 of unitary tax revenue to the Combined Project Area for Fiscal Year 2024-25. Pledged Tax Revenues from unitary property are assumed to remain at Fiscal Year 20 24-25 levels for purposes of gross tax increment projections in the Fiscal Consultant Report and Tables 9A-9D herein.
Article XIIIA of the State Constitution
On June 6, 1978, State voters approved an amendment (commonly known as Proposition 13 or the Jarvis-Gann Initiative) which added Article XIIIA to the State Constitution. Article XIIIA limits the amount of ad valorem taxes on real property to 1% of “ full cash value ” of such property, as determined by the county assessor. Article XIIIA defines “full cash value” to mean “the county assessor’s valuation of real property as
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shown on the State Fiscal Year 1975-76 tax bill under ‘full cash value,’ or, thereafter, the appraised value of real property when purchased, newly constructed, or a change in ownership has occurred after the 1975 assessment.” Furthermore, the “full cash value” of all real property may be increased to reflect the rate of inflation, as shown by the consumer price index, not to exceed 2% per year, or may be reduced.
Article XIIIA has subsequently been amended to permit reduction of the “full cash value” base in the event of declining property values caused by substantial damage, destruction or other factors, and to provide that there would be no increase in the “ full cash value” base in the event of reconstruction of property damaged or destroyed in a disaster and in other special circumstances.
Article XIIIA: (i) exempts from the 1% tax limitation taxes to pay debt service on: (a) indebtedness approved by the voters prior to July 1, 1978; or (b) bonded indebtedness for the acquisition or improvement of real property approved on or after July 1, 1978, by two -thirds of the votes cast by the voters voting on the proposition; (ii) requires a vote of two- thirds of the qualified electorate to impose special taxes, or certain additional ad valorem taxes; and (iii) requires the approval of two-thirds of all members of the State Legislature to change any State tax laws resulting in increased tax revenues.
The validity of Article XIIIA has been upheld by both the State Supreme Court and the United States Supreme Court.
In the general election held on November 4, 1986, voters of the State approved two measures, Propositions 58 and 60, which further amended Article XIIIA. Proposition 58 amended Article XIIIA to provide that the terms “purchase” and “change of ownership,” for the purposes of determining full cash value of property under Article XIIIA, do not include the purchase or transfer of: (1) real property between spouses; and (2) the principal residence and the first $1,000,000 of other property between parents and children. This amendment to Article XIIIA may reduce the rate of growth of local property tax revenues.
Proposition 60 amended Article XIIIA to permit the State Legislature to allow persons over the age of 55 who sell their residence and buy or build another of equal or lesser value within two years in the same county to transfer the old residence assessed value to the new residence. As a result of the State Legislature’s action, the growth of property tax revenues may decline.
Legislation enacted by the State Legislature to implement Article XIIIA provides that all taxable property is shown at full assessed value as described above. In conformity with this procedure, all taxable property value included in this Official Statement is shown at 100% of assessed value and all general tax rates reflect the $1 per $100 of taxable value (except as noted). Tax rates for voter -approved bonded indebtedness and pension liabilities are also applied to 100% of assessed value.
Appropriations Limitation – Article XIIIB
On November 6, 1979, State voters approved Proposition 4 (also known as the Gann Initiative), which added Article XIIIB to the State Constitution. Article XIIIB limits the annual appropriations of the State and its political subdivisions to the level of a ppropriations for the prior fiscal year, as adjusted for changes in the cost of living, population and services rendered by the government entity. The “ base year” for establishing such appropriations limit is State Fiscal Year 1978 -79, and the limit is to be adjusted annually to reflect changes in population, consumer prices and certain increases in the cost of services provided by these public agencies.
Section 33678 of the Redevelopment Law provides that the allocation of taxes to a redevelopment agency for the purpose of paying principal of, or interest on, loans, advances, or indebtedness is not deemed to be the receipt by an agency of proceeds of taxe s levied by or on behalf of an agency within the meaning of Article XIIIB, nor will such portion of taxes be deemed receipt of proceeds of taxes by, or an appropriation subject to the limitation of, any other public body within the meaning or for the purpose of the Constitution and laws of the State, including Section 33678 of the Redevelopment Law. The constitutionality of Section 33678
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has been upheld in two State appellate court decisions. On the basis of these decisions, the Authority does not believe that either the Authority or VVEDA is subject to Article XIIIB. Neither the Authority nor VVEDA has adopted an appropriations limit.
Articles XIIIC and XIIID of the State Constitution
At the election held on November 5, 1996, Proposition 218 was passed by the voters of California. The initiative added Articles XIIIC and XIIID to the State Constitution. Provisions in the two articles affect the ability of local government to raise revenues. The Bonds are secured by sources of revenues that are not subject to limitation by Proposition 218. See the caption “—Propositions 218 and 26.” Proposition 87
On November 8, 1988, the voters of the State approved Proposition 87, which amended Article XVI, Section 16 of the State Constitution to provide that property tax revenue attributable to the imposition of taxes on property within a redevelopment project area for the purpose of paying debt service on certain bonded indebtedness issued by a taxing entity and approved by the voters of the taxing entity after January 1, 1989 will be allocated solely to the payment of such indebtedness, and not to redevelopment agencies, unless such revenues are expressly pledged to the applic able tax allocation bonds. The Indenture does not pledge such revenues to payment of the 2025 Bonds.
Redevelopment Time Limits
In 1993, the State legislature passed AB 1290, Chapter 942, Statutes 1993, which, among other things, required redevelopment agencies to adopt time limits in each redevelopment plan specifying: (i) the last date to incur debt for a redevelopment project; (ii) the last date to undertake redevelopment activity within a project area; and (iii) the last date to collect tax increment revenue from a project area to repay debt. Pursuant to AB 1290, which took effect January 1, 1994, VVEDA adopted ordinances amending the Redevelopment Plan to impose limits on plan activity therein, as well as a date past which tax increment revenue could not be collected.
SB 107, which became effective September 22, 2015, amended the Dissolution Act to provide that the time limits for receiving property tax revenues and the limitation on the amount of property tax revenues that may be received by VVEDA set forth in the Redevelopment Plan are not effective for purposes of paying VVEDA’s and the VVEDA Members’ enforceable obligations. Accordingly, the projections set forth in this Official Statement and in the Fiscal Consultant Report attached to this Official Statement as Appendix A do not take into account the time and financial limitations set forth in the Redevelopment Plan. See the caption “THE PROJECT AREA.”
Appeals of Assessed Values
Pursuant to State law, a property owner may apply for a reduction of the property tax assessment for such owner’s property by filing a written application, in a form prescribed by the State Board of Equalization, with the appropriate county board of equalization or assessment appeals board.
In the County, a property owner desiring to reduce the assessed value of such owner’s property in any one year must submit an application to the County Assessment Appeals Board (the “ Appeals Board ”).
Applications for any tax year must be submitted by November 30 of such tax year. Following a review of each application by the staff of the County Assessor’s Office, the staff makes a recommendation to the Appeals Board on each application which has not been rejected for incompleteness or untimeliness or withdrawn. The Appeals Board holds a hearing and either reduces or confirms the assessment. The Appeals Board generally is required to determine the outcome of appeals within two years of each appeal’s filing date. Any reduction in the assessment ultimately granted applies only to the year for which application is made and during which the written
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application is filed. The assessed value increases to its pre-reduction level for fiscal years following the year for which the reduction application is filed. However, if the taxpayer establishes through proof of comparable values that the property continues to be overvalued (known as “ongoing hardship”), the Assessor has the power to grant a reduction not only for the year for which application was originally made, but also for the then current year as well. Appeals for reduction in the “ base year” value of an assessment, which generally must be made within three years of the date of change in ownership or completion of new construction that determined the base year, if successful, reduce the assessment for the year in which the appeal is taken and pros pectively thereafter.
Moreover, in the case of any reduction in any one year of assessed value granted for “ongoing hardship” in the then current year, and also in any cases involving stipulated appeals for prior years relating to base year and personal property assessments, the property tax revenues from which Tax Revenues are derived attributable to such properties will be reduced in the then current year. In practice, such a reduced assessment may remain in effect beyond the year in which it is granted. See Table 6 and the Fiscal Consultant Report attached hereto as Appendix A for information regarding the appeals pending with respect to the assessed valuations of property owners within the Combined Project Area.
Proposition 8
Proposition 8, approved in 1978 (California Revenue and Taxation Code Section 51(b)), provides for the assessment of real property at the lesser of its originally determined (base year) full cash value compounded annually by the inflation factor, or its full cash value as of the lien date, taking into account reductions in value due to damage, destruction, obsolescence or other factors causing a decline in market value. Reductions pursuant to Proposition 8 may be initiated by the County Assessor or requested by the property owner, and such reductions apply only to a single tax year.
After a roll reduction is granted pursuant to Proposition 8, the property is reviewed on an annual basis to determine its full cash value and the valuation is adjusted accordingly. This may result in further reductions or in value increases. Such increas es must be in accordance with the full cash value of the property and may exceed the maximum annual inflationary growth rate allowed on other properties under Article XIIIA of the State Constitution. Once the property has regained its prior value, adjusted for inflation, it once again is subject to the annual inflationary factor growth rate allowed under Article XIIIA.
The County Assessor has the ability to use Proposition 8 criteria to apply blanket reductions in valuation to classes of property affected by particular negative economic conditions. The Successor Agency is aware that the County Assessor made such reductions to assessed values of residential property in the Project Area and the City generally in recent fiscal years, and much of this value has now been restored. The Fiscal Consultant Report does not assume any future reductions in assessed valuations as a result of Proposition 8, but there can be no assurance that such reductions will not be made in the future. See the caption “ THE PROJECT AREA” for further information with respect to reductions in assessed value within the Project Area.
See “THE PROJECT AREA—Assessment Appeals.”
Propositions 218 and 26
On November 5, 1996, State voters approved Proposition 218—Voter Approval for Local Government Taxes—Limitation on Fees, Assessments, and Charges—Initiative Constitutional Amendment. Proposition 218 added Articles XIIIC and XIIID to the State Constitution, imposing certain vote requirements and other limitations on the imposition of new or increased taxes, assessments and property-related fees and charges. On November 2, 2010, California voters approved Proposition 26, the “Supermajority Vote to Pass New Taxes and Fees Act.” Proposition 26 amended Article XIIIC of the State Constitution by adding an expansive definition for the term “tax,” which previously was not defined under the State Constitution. Tax Revenues securing the Bonds are derived from property taxes which are outside the scope of taxes, assessments and property- related fees and charges which are limited by Proposition 218 and outside of the scope of taxes which are limited by Proposition 26.
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Future Initiatives
Articles XIIIA, XIIIB, XIIIC and Article XIIID to the State Constitution and certain other propositions affecting property tax levies were each adopted as measures which qualified for the ballot pursuant to the State’s initiative process. From time to time other initiative measures could be adopted, further affecting Authority revenues or the Authority’s ability to expend revenues.
THE AUTHORITY
In 1997, VVEDA authorized the City and the former Victorville Redevelopment Agency to form the Authority by executing a joint exercise of powers agreement pursuant to the JPA Law. The Authority’s original name was the Southern California International Air port Authority. The Authority’s name was subsequently changed to the Southern California Logistics Airport Authority pursuant to the Second Amended and Restated Joint Exercise of Powers Agreement Creating Southern California Logistics Airport Authority (t he “SCLAA JPA”). The Victorville Water District was added as a member of the Authority in 2012, following the dissolution of the former Victorville Redevelopment Agency. The Successor Agency to the Victorville Redevelopment Agency (the “Victorville Successor Agency”) confirmed and ratified the addition of the Victorville Water District as a member of the Authority, by resolution adopted on February 4, 2025, and the Oversight Board and DOF approved the Victorville Successor Agency’s action. The members of the Authority are now the City, the Victorville Water District, and the Successor Agency to the Victorville Redevelopment Agency. The Victorville Successor Agency will dissolve when all of its enforceable obligations have been paid in full and discharged.
The Authority is governed by a Commission made up of the individuals who serve as the City Council of the City. The Authority is qualified to assist in the financing of certain public improvements and to issue the 2025 Bonds pursuant to the SCLAA JPA , the VVEDA JPA, the JPA Law , the Refunding Law, and the Dissolution Act.
The Authority has no taxing power. The Authority, the City, the Victorville Water District, the Victorville Successor Agency, and VVEDA are each separate and distinct legal entities, and the debts and obligations of each such entity are not debts or obligations of the other entities.
Pursuant to the VVEDA JPA, VVEDA delegated all of its redevelopment authority with respect to the Airport to the City and the Authority. Pursuant to the JPA Law and the VVEDA JPA, the Authority was empowered to issue bonds and notes secured by Tax Increme nt Revenues generated in the Combined Project Area and allocated to the Authority for use on the Airport pursuant to the VVEDA JPA, to finance redevelopment activities within and benefiting the Airport. The City adopted resolutions pledging the City’s share of the Tax Increment Revenues generated in the areas of the Project Area located in the City boundaries other than the Airport (the “Victorville Area”) to payment of the Authority’s bonds, including the Senior Bonds and the Refunded Bonds. The City has also by resolution pledged such revenues to payment of 2025 Bonds, on a subordinate basis to the Senior Bonds.
Certain information regarding SCLAA is set forth in the City’s audited financial statements for the fiscal year ending June 30, 2024, attached hereto as Appendix G.
VICTOR VALLEY ECONOMIC DEVELOPMENT AUTHORITY
Administration of the Victor Valley Economic Development Authority General. On January 5, 1989, the Secretary of Defense of the United States announced the planned closure of George Air Force Base, California (the “ Base”), pursuant to the Base Closure and Realignment Act (Public Law 100-526). The Base subsequently closed on December 15, 1992.
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Concerned about the potential negative economic impacts of the impending closure, elected officials of the County of San Bernardino, the Cities of Adelanto, Hesperia and Victorville, and the Town of Apple Valley held a series of organizational meetings and established VVEDA as a joint powers authority to undertake a joint reuse planning effort.
In recognition of the impact that closure of the Base would have on the surrounding communities, Assembly Bill 419 was signed into law in September 1989 ( “Eaves Bill” ). The Eaves Bill amended the Redevelopment Law and granted special authority to permit the redevelopment of the Base and other lands “in proximity to” the military facility.
The Eaves Bill granted the authority to create a joint powers agency “which shall have and exclusively exercise powers of an agency in furtherance of the redevelopment of a project area approved by the joint powers agency.” Subsequently, VVEDA amended its operating agreement to reflect its recognition of and adoption of the provisions of the Eaves Bill and re-established itself as a separate joint powers agency. VVEDA’s purpose was to plan for and undertake the use and reuse of the Base and to acquire, own, maintain and operate the Airport as a commercial and general aviation airport. In 2000, VVEDA assigned and delegated to SCLAA VVEDA’s rights, duties and obligations relating to the redevelopment and operation of the Airport.
Fourth Amended and Restated VVEDA JPA . VVEDA Member s are parties to the VVEDA JPA, which provides for the operation of VVEDA as a joint exercise of powers authority under Government Code Section 6500, et seq. VVEDA is governed by the Commission for the Victor Valley Economic Development Authority (the “VVEDA Commission”) pursuant to the VVEDA JPA. The VVEDA Commission is composed of representatives of each of the VVEDA Members.
Pursuant to the VVEDA JPA, the Dissolution Act, and the Victorville Pledge, for purpose of paying the 2025 Bonds, the Senior Bonds, and any Parity Debt, SCLAA is authorized to receive an allocation of 100% of the Tax Increment Revenues (net of County administrative fees and Pass -Through Payments) generated from the SCLA Area and the Victorville Area and 50% of the Tax Increment Revenues (net of County administrative fees, Pass-Through Payments, and Housing Set-Aside) generated from the Other Jurisdictions Area. The Apple Valley Successor Agency is authorized to receive an allocation of 50% of the net Tax Increment Revenues from the parcels in the Project Area located in the Town of Apple Valley excluding any SCLA Area. The County does not separately calculate Tax Increment Revenues based on actual collections in each VVEDA Member’s jurisdiction. Instead, VVEDA hires a consultant to calculate the portion of Tax Increment Revenues generated in the Combined Project Area allocable to SCLAA and the Apple Valley Successor Agency by allocating a pro- rata portion of such revenues to SCLAA and the Apple Valley Successor Agency based on the incremental assessed value in the various VVEDA Member areas of the Combined Project Area, along with the Airport, as without adjusting for actual collections within the various components of the Combined Project Area. Table 2 reflects the historic property tax collection rates in the Combined Project Area. Table 3 shows the historic Tax Increment Revenue from the Combined Project Area and reflects the shift to this methodology starting with the ROPS 2023-24B period. See the Fiscal Consultant Report included in Appendix A for further information.
VVEDA Successor Agency . On January 12, 2012, the VVEDA Commission adopted Resolution No. 12-002 electing to serve as the successor agency to the redevelopment functions of VVEDA. Therefore, following the dissolution of redevelopment agencies in the State as described herein, VVEDA’s Redevelopment Plan obligations continue to be administrated by VVEDA, acting as the successor agency to the redevelopment functions of VVEDA (sometimes referred to herein as the “ VVEDA Successor Agency ” and sometimes as “VVEDA”). With respect to former redevelopment agencies formed as joint exercise of powers authorities, as was the case with VVEDA prior to the enactment of the Dissolution Act, the Dissolution Act provides that “ if the joint powers agreement governing the formation of the joint powers authority does not address the allocation of assets and liabilities upon dissolution of the joint powers authority, then each of the entities that created the former redevelopment agency may be a successor agency within the meaning of this part, a proportionate share of the assets and liabilities shall be based on the assessed value in the project areas within each entity’s jurisdiction, as determined by the county assessor, in its jurisdiction as compared to the assessed value of land
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within the boundaries of the project areas of the former redevelopment agency.” In practice, the VVEDA Successor Agency is governed by the VVEDA Commission pursuant to the VVEDA JPA and administered through an appointed Executive Director, Secretary and Treasurer/Controller . Day -to-day administration of VVEDA is handled through appointed positions by the City and the Town of Apple Valley. The City serves in the Executive Director and Secretary role and prepares and administers the submission of each annual VVEDA Recognized Obligation Payment Schedule. The Town of Apple Valley serves as the Treasurer of VVEDA and manages the moneys received by VVEDA from the VVEDA RPTTF, including transfers to the Authority of amounts to pay the Authority’s bonds (including the 2025 Bonds and the Senior Bonds) . Under the VVEDA JPA, the VVEDA Commission has the authority to select a different VVEDA Member to serve in the appointed roles from time to time by resolution. No assurance can be provided that the City will conti nue to prepare the Recognized Obligation Payment Schedules on behalf of VVEDA until the final maturity of the Bonds.
VVEDA RPTTF. The County Auditor-Controller established and maintains a separate Redevelopment Property Tax Trust Fund for VVEDA, into which it deposits the Tax Increment Revenues generated within the entire Combined Project Area . The County does not separately calculate T ax Increment Revenues based on actual collections in each VVEDA Member’s jurisdiction. Instead, VVEDA hires a consultant to calculate the portion of Tax Increment Revenues generated in the Combined Project Area allocable to SCLAA and the Apple Valley Successor Agency by allocating a pro- rata portion of such revenues to SCLAA and the Apple Valley Successor Agency based on the incremental assessed value in the various VVEDA Member areas of the Combined Project Area and the Airport as compared to the remainder of the Combined Project Area (i.e., no adjustments are made for actual collections within the various components of the Combined Project Area).
VVEDA Recognized Obligation Payment Schedules . City staff , on behalf of VVEDA, annually prepares and submits to the San Bernardino Countywide Oversight Board and DOF a Recognized Obligation Payment Schedule on which it lists the debt service obligations of the Authority and the Apple Valley Successor Agency that are secured by pledges of Tax Increment Revenues generated within the Combined Project Area.
The Oversight Board and DOF have approved, and the County Auditor-Controller has distributed money from the VVEDA RPTTF to VVEDA for payment of, all prior debt service payments on the Refunded Bonds and the Senior Bonds included on Recognized Obligation Payment Schedules submitted by VVEDA; however, in certain prior years Tax Increment Revenues generated in the Project Area and pledged to such bonds were insufficient to pay scheduled debt service on the Refunded Bonds and Senior Bonds, resulting in payment defaults and reserve fund draws. See the caption “—History of Defaults and Use of Reserves,” below.
VVEDA Technical Advisory Committee Review of RPTTF Distributions Prior to Allocation to the Authority. Prior to October 2023, following VVEDA’s receipt of distributions from the VVEDA RPTTF on or about each January 2 and June 1, a Technical Advisory Committee ( “TAC”) appointed by the VVEDA Commission receive d a report and presentation from a consultant hired by VVEDA (currently, Harris & Associates, the Fiscal Consultant) which described the allocation of tax increment revenues to VVEDA from the VVEDA RPTTF which are payable to the Authority to pay the Authority’s outstanding Senior Bonds and Refunded Bonds (and following the refunding of the Refunded Bonds, the 2025 Bonds ) and related administrative costs and to the Apple Valley Successor Agency for its outstanding obligations secured by the Apple Valley share of the Combined Project Area Tax Increment Revenue and related administrative costs. The report allocated Tax Increment Revenues generated in the Combined Project Area among the VVEDA Members and SCL AA based on the relative incremental assessed value of properties within the boundaries of each VVEDA Member. The historic Tax Increment Revenues reflected in Table 3 are also calculated by the Fiscal Consultant using this methodology. While the County does not typically publish data regarding the actual collection of property tax revenues by VVEDA Member subareas within the Combined Project Area, the County will, upon request, provide a breakdown of Tax Increment Revenues distributed to each VVEDA Member from the VVEDA RPTTF. The TAC also evaluated the appropriate allocation of residual revenues in the VVEDA RPTTF (i.e. tax increment revenue remaining after all distr ibutions for County administrative charges, pass - through payments, VVEDA enforceable obligations (including Authority and Apple Valley Successor Agency debt) and VVEDA administrative costs) among the various taxing entities and VVEDA Member s. Prior to October 2023, the TAC met in March and September to receive the report and presentation described above.
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On November 1, 2023, the VVEDA Commission approved a motion authorizing administrative staff of the Town of Apple Valley and the City to process routine RPTTF distributions to satisfy VVEDA’s enforceable obligations. Accordingly, the VVEDA Commission now meets only at the request of a VVEDA Member. The Town of Apple Valley and the City and are required to provide summary reports of each RPTTF distribution to the VVEDA Members.
If debt service payments on the Apple Valley Successor Agency’s debt obligations exceed the Apple Valley Successor Agency ’s share of tax increment generated within the Combined Project Area it is unclear whether VVEDA and the VVEDA Members would permit the Apple Valley Successor Agency to use other amounts distributed into the VVEDA RPTTF, including the Pledged Tax Revenues, to pay the Apple Valley Successor Agency’s debt; however, the Pledged Tax Revenues are not pledged to payment of the Apple Valley Successor Agency’s obligations and could therefore legally be paid to the Apple Valley Successor Agency only after payments to the Authority for the 2025 Bonds, Senior Bonds, and any Parity Debit.
Certain information regarding VVEDA is set forth in the City’s audited financial statements for the fiscal year ending June 30, 2024, attached hereto as Appendix G.
History of Defaults and Use of Reserves
The Combined Project Area was significantly impacted by the Great Recession which affected property values from 2007 to 2009. The Combined Project Area reached a peak assessed value of approximately $9.5 billion in Fiscal Year 2008-09 after adding the Amendment VIII Area. In large part due to the Great Recession, assessed values in the Project Area decreased thereafter through Fiscal Year 2012-13, reaching a low in that year of approximately $6.6 billion. As shown in Table 1A, the Combined Project Area a ssessed value did not exceed its prior peak until Fiscal Year 2020- 21, when assessed values in the Project Area reached approximately $10.0 billion.
As a result of the recession (which occurred prior to enactment of the Dissolution Act and dissolution of VVEDA’s redevelopment functions), VVEDA drew on the reserve funds maintained under the indentures for certain Refunded Bonds and Senior Bonds and defaulted on payments on certain subordinate lien Senior Bonds and Refunded Bonds on December 1, 2011 and for several years thereafter. Although these defaults were first caused by the decreased assessed values and resulting decreases in Tax Increment Revenues generated in the Project Area and allocated to the Authority, further disruptions to debt service payments on subordinate lien Senior Bonds and Refunded Bonds were caused by disruptions to the administration of VVEDA’s Tax Increment Revenues caused by implementation of the Dissolution Act in the early years after redevelopment agencies were dissolved, as described in more detail below.
The Authority began to cure bond defaults in 2014 and began to significantly replenish reserve funds to the applicable reserve requirements in 2015. As of December 1, 2018, the Authority had cured all prior defaults and replenished all required reserves; however, in 2021 the County changed its methodology for calculating the Pass-Through Payments due to the County and its related entities (the County started to include property tax increment allocations to all entities governed by the County Board of Supervisors in the County’s Pass-Through Payments), which significantly increased the amount of the Pass -Through Payments being paid to the County.
This increase in the County’s Pass -Through Payments was first implemented for the June 2021 RPTTF distribution and resulted in a shortfall of approximately $300,000 for payment of the Authority’s December 1, 2021 debt service payments on the Senior Bonds and Refunded Bonds. The Authority used other available moneys to pay the portion of the December 1, 2021 debt service payment not covered by Pledged Tax Revenues distributed to the Authority from the June 1, 2021 RPTTF distribution. See “—Changes to County Pass-Through Calculation Methodology,” below.
Implementation of the Dissolution Act and Impact on Bond Payments . Prior to the dissolution of redevelopment agencies, Tax Increment Revenues were allocated by each county directly to redevelopment agencies, which then paid pass -through payments to taxing agencies to the extent required by agreements or
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applicable statutes. The redevelopment agencies then managed the payment of their various obligations, including bond debt service, as well as contracting for projects on a “pay- go” basis. As described herein, the Dissolution Act provides for successor agencies to receive only the amount of Tax Increment Revenues needed to pay enforceable obligations and administrative expenses. County auditor controllers administer the distribution of Tax Increment Revenues first to pay their own expenses, then to pay p ass-through payments to taxing agencies, then amounts are distributed to each successor agency to the extent needed to pay enforceable obligations and successor agency administrative expenses, and finally the remainder is distributed to all taxing agencies based on a formula in the Dissolution Act. Successor agencies must submit annual recognized obligation payment schedules which list all enforceable obligations and request moneys from the successor agency’s RPTTF; such recognized obligation payment schedules must be approved by the Countywide Oversight Board and the California Department of Finance (“DOF”). Moneys are distributed from the RPTTF only twice per year – on June 1 (for payments between July 1 and December 31, referred to as “ROPS A”) and January 2 (for payments between January 2 and June 30, referred to as “ROPS B”).
In the early years following the dissolution of redevelopment agencies, between 2012 and 2014, DOF approved VVEDA’s requested funds on the Recognized Obligation Payment Schedule (“ROPS”) in a manner that recognized the VVEDA JPA as an enforceable obligation in its own right. Specifically, VVEDA requested distributions from the RPTTF to pay all VVEDA Members their full share of Tax Increment Revenues from the Project Area, net of bond debt service payments. Starting with the January 2015 RPTTF distribution (ROPS 14-15B), DOF denied the VVEDA ROPS line items for payments to the VVEDA Members other than amounts needed to pay debt service on the Senior Bonds and Refunded Bonds and the Apple Valley Successor Agency Bonds. From that time until the June 2015 distribution, DOF approved VVEDA’s requested estimate of tax increment pledged for the Senior Bonds and Refunded Bonds and the Apple Valley Successor Agency Bonds on each ROPS.
DOF then changed this approach when it denied VVEDA’s request of June 2015 estimated pledged tax increment for the Senior Bonds and Refunded Bonds and only approved a smaller non- housing debt service payments in its 2015 determination letter. Actual June 2015 pledged Tax Increment Revenues available for distribution were not sufficient to cover either the requested amount or the smaller non- housing debt service payment approved by DOF, resulting in a payment default on the Authority’s December 1, 2015 subordinate lien bond debt service as described above. (See Table 3, specifically the row for ROPS 15-16A, reflecting semi- annual debt service coverage of 0.84.)
VVEDA adapted to DOF’s approach and changed the ROPS 15-16B request (submitted to DOF in September 2015) from estimated pledged Tax Increment Revenues to the June 2016 debt service payment amount, in addition to the regular requested amounts needed to cure defaults and replenish reserves. DOF subsequently denied the requested cures and reserves and the Authority (through VVEDA) appealed as allowed under Dissolution Law with a Meet and Confer request on November 2015.
DOF revised its findings with the December 17, 2015 determination letter to approve requested amounts for debt service, default cures, and reserve replenishment, but stipulated that the Authority’s obligations can only be paid by “former tax increment generated from the [Airport] parcels” and noted that the “bond documents reference a pledge of funds from three other sources” but did not recognize that the other sources include the Pledged Revenues from the Other Jurisdictions. VVEDA clarified that the “th ree other sources” include the Pledged Revenues from the City and the Other Jurisdictions.
In February 2016, DOF and VVEDA held a conference call along with each parties’ bond and legal counsels to formally review and address the legal understanding of the Tax Increment Revenues pledged to payment of the Authority’s bonds (the Senior Bonds and Refunded Bonds). After the call and a confirmation via email, DOF agreed with VVEDA’s interpretation of the VVEDA JPA and the Dissolution Act, permitting VVEDA to apply Tax Increment Revenues from the City and Other Jurisdictions to pay the Authority’s obligations and withdrew its prior restriction limiting payments to the Authority to Tax Increment Revenues generated from the SCLA Area.
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Uneven Revenue Distribution . Prior to Dissolution, semi -annual tax allocation bond debt service payments were frequently structured to match the generally larger tax increment collection in June/July to make the larger principal and interest payments in the fall or toward the end of the calendar year and smaller interest- only payments in the spring or early summer. Now that Tax Increment Revenues are distributed to VVEDA on or about June 2 and January 1 each year, VVEDA generally receives a larger distribution from the RPTTF in the January distribution (for the “B” period) and a smaller RPTTF distribution on or about June 1 (for the “A” period). Property taxes collected from May to mid-December are distributed on or about June 1, while the larger property tax collection from mid -December to April is distributed on or about January 2. This uneven distribution is mis-matched to the scheduled debt service on the Authority’s Senior Bonds and Refunded Bonds (the small June distribution is used to pay the large r December 1 principal and interest payment and the larger January distribution is used to pay the smaller June 1 interest-only payment).
As shown in Table 3, VVEDA’s “A” period Pledged Tax Revenues have generally been 20- 40% less than the “B” period Pledged Tax Revenues. Meanwhile, the “A” period debt service payment was 29% more than the “B” period debt service payment in ROPS Year 2014- 15, with the difference rising to 60% more the following year and steadily increasing each year after that, reaching 104% more in ROPS Ye ar 2024-25. The mismatch has become more pronounced as each year’s interest-only payment decreases and the corresponding principal and interest payment is increased to maintain a relatively steady annual debt service.
As a result of this uneven revenue distribution, VVEDA experienced periods when annual Pledged Tax Revenues would have been sufficient to pay the Authority’s bond debt service, but VVEDA did not generate sufficient Pledged Tax Revenues in each ROPS period to cover the debt service payments coming due in that period. This occurred in ROPS Years 2015-16, 2016-17, 2017-18, 2019-20, and 2020-21. Starting with ROPS Year 2018-19, VVEDA started to request a reserve in each “B” period to be used to help cover any shortfalls in the following “A” period Pledged Tax Revenues to cover debt service payments.
In the Indenture, the Authority covenants that it will cause VVEDA to submit future recognized obligation payment schedules that request debt service in the following manner (the “ROPS Covenant”):
• VVEDA will request all debt service coming due on the Senior Bonds on the following June 1 (interest- only) and December 1 (principal and interest), from Pledged Tax Revenues distributed on the January 2 RPTTF distribution (the “B” period RPTTF) and
• VVEDA will request debt service coming due on 2025 Bonds and Parity Debt on the following December 1 (principal and interest) and the subsequent June 1 (interest only), from the Pledged Tax Revenues distributed on each June 1 RPTTF distribution (the “A” period RPTTF).
This approach is expected to smooth the Authority’s RPTTF requests across the two RPTTF distribution dates each year, while maintaining the senior lien status of the Senior Bonds as compared with the 2025 Bonds.
A transition to, and future compliance with, the foregoing ROPS Covenant is illustrated in the table under caption “SECURITY FOR THE 2025 BONDS —Recognized Obligation Payment Schedule —Covenants Relating to Recognized Obligation Payment Schedule.”
Changes to County Pass-Through Calculation Methodology
Shortly after the January 2020 distribution of RPTTF revenues and the publication of the Auditor- Controller’s RPTTF Report for ROPS 19-20B (the January 2020 distribution), VVEDA and SCLAA discovered that pass -through payments to the County and County- governed taxing entities had increased significantly.
VVEDA representatives met with the County Auditor-Controller’s office to discuss this change and discovered that the County Auditor -Controller had changed their interpretation of the legal documents referencing Pass - Through Payments. VVEDA objected in writing to implementation of the new Pass -Through Payment calculation methodology adopted by the County Auditor -Controller; however, the County Auditor -Controller indicated that it will maintain the new, changed methodology moving forward despite VVEDA’s objections.
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The County Auditor-Controller’s methodology for calculating Pass-Through Payments changed in two ways as compared to the methodology utilized by the County Auditor -Controller from the d issolution of redevelopment agencies in 2012 until the ROPS 19-20B distribution, which was consistent with the methodology used by VVEDA prior to redevelopment dissolution in 2012:
1. Prior to January 2020, the only County- governed taxing entity that received a Pass -Through Payment was the County General Fund. However, under the new methodology, all County- governed taxing entities are granted a Pass-Through Payment, including the following entities/funds:
a. Flood Control Zone 4,
b. Flood Control Administration 3-6,
c. County Free Library,
d. Community Services Area (“CSA”) 42 – Oro Grande,
e. CSA 60 – Victorville,
f. CSA 64 – Spring Valley Lake
g. San Bernardino County Fire Protection District – North Desert, and h. San Bernardino County Fire Protection District – Administration.
2. Prior to January 2020, the County General Fund received a Pass-Through Payment in only the County Unincorporated portion of the Original Area (and not in the portions of the Original Area within the City, the City of Hesperia, and the Town of Apple Vall ey). Under the new methodology, the County Auditor - Controller has granted a Pass -Through Payment to the County- governed taxing entities in every jurisdiction included in the Original Area.
Furthermore, the County Auditor -Controller calculated and paid a “catch -up” adjustment for the difference in Pass -Through Payment calculations in prior years. Specifically, the January 2020 RPTTF distribution included an adjustment for Fiscal Year 2018-19, the June 2020 distribution included an adjustment for Fiscal Year 2017-18, the January 2021 distribution included an adjustment for Fiscal Year 2016-17, and the January 2022 distribution included an adjustment for Fiscal Year 2015- 16. The County Auditor -Controller previously indicated that it would apply an adjustment for prior years, working backwards and at least going back to Fiscal Year 2015-16. The Fiscal Consultant reports that the County Auditor-Controller appears to have stopped these prior year “catch-up” adjustments after the adjustment for Fiscal Year 2015-16. See Table 3. The new methodology is still being applied for current year Pass-Through Payment calculations. The projections of Pledged Tax Revenues in Tables 9A through 9D do not include adjustments for “catch-up” adjustments but do reflect the County Auditor-Controller’s current Pass-Through Payment calculation methodology going forward.
After the June 2020 distribution, at VVEDA’s request, the Auditor -Controller agreed to apply the “catch-up” adjustments only in the January distributions. VVEDA requested this approach to help address the uneven RPTTF distribution and the corresponding debt service payments (as described above, SCLAA’s December 1 bond principal and interest payments were previously paid from the smaller June RPTTF distribution and the interest -only payments were made from the larger January RPTTF distribution). See the table entitled “ RPTTF DISTRIBUTIONS AND SEMI -ANNUAL CASH FLOW DEBT SERVICE COVERAGE” under the caption “ SECURITY FOR THE 2025 BONDS —Recognized Obligation Payment Schedule” below for a projection of future Recognized Obligation Payment Schedule requests for RPTTF to pay debt service on the 2025 Bonds and Senior Bonds.
The County Auditor -Controller’s new methodology and annual adjustments have significantly increased the amount of RPTTF allocated to Pass -Through Payments and significantly reduced the amount of Pledged Tax Revenues available for the Authority’s debt servi ce. For example, the County’s Pass -Through Payment for the 2018-19 ROPS period was approximately $____, whereas the County’s Pass-Through Payment for the 2019- 20 ROPS period was approximately $_____. See Table 3 under the caption “THE PROJECT AREA—Project Area Characteristics” for historic Redevelopment Property Tax Trust Fund distributions to VVEDA including the historic semi-annual Pass-Through Payment distributions made from the RPTTF.
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Because of the County Auditor Controller’s new Pass-Through Payment calculation methodology and the uneven RPTTF distribution, [ in June 2020, SCLAA received approximately $300,000 less than needed to make the following December 1, 2020 debt service payment on SCLAA’s Senior Bonds and Refunded Bonds.] SCLAA used other available moneys to cover the deficiency; however, such moneys were not pledged to payment of the Senior Bonds or Refunded Bonds. SCLAA has not pledged any Airport operating revenues or other moneys, other than Pledged Tax Revenues, to payment of the 2025 Bonds, Senior Bonds, or Parity Debt and bondholders should assume that only Pledged Tax Revenues will be available to pay the 2025 Bonds, Senior Bonds, and Parity Debt.
THE PROJECT AREA
General
As discussed under the caption “SECURITY FOR THE 2025 BONDS—Tax Increment Financing,” the Bonds are secured by Pledged Tax Revenues, which consist of the portion of the net Tax Increment Revenue generated in the Combined Project Area that is generated from the SCLA Area and the Victorville Area pursuant to the Redevelopment Plan and 50% of the net Tax Increment Revenue generated in the Combined Project Area generated from the Other Jurisdictions Area, net of County administrative fees, Pass-Through Payments, and (in the case of the Other Jurisdictions Area) the Housing Set-Aside. The Combined Project Area is described in the following sections of this Official Statement. Certain economic and demographic information regarding the City and the County are set forth in Appendix B.
Original Redevelopment Plan and Amendments
The Combined Project Area was formed, and the Redevelopment Plan was adopted, in accordance with Section 33492 et. seq. of the Redevelopment Law, particularly Section 33492.40. The original Redevelopment Plan, establishing the Original Area, was approved by Ordinance No. 3, adopted by VVEDA on December 28, 1993. The Original Area encompasses land area that falls within the jurisdictions of the City, the City Hesperia, the Town of Apple Valley, and unincorporated areas of the County. The Combined Project Area (comprised of the Original Area, Amendment IV Area , and Amendment VIII Area ) encompasses lands located within the VVEDA Member boundaries that are generally contiguous with the Airport and are not part of another redevelopment project area. The original Redevelopment Plan was amended by Ordinance No. 4, adopted on December 28, 1994, to allow VVEDA to collect Tax Increment Revenues for up to 40 years following the adoption date of the ordinance approving the original Redevelopment Plan.
Due to an economic recession, the Original Area generated no tax increment revenues during its first few years of existence. VVEDA sought and obtained special legislation to establish a later year as the base year for purposes of calculating tax increment revenues. The Redevelopment Plan was amended again by Ordinance No. 5, adopted on June 11, 1997, to implement such special legislation. This special legislation was later updated and codified in California Revenue and Taxation Code Section 100.7, under which fiscal year 1997- 98 was established as the base year for purposes of calculating Tax Increment Revenues with respect to the Original Area.
A third amendment to the Redevelopment Plan was approved by Ordinance No. 7, adopted on June 10, 1998. Such amendment allowed for the power of eminent domain in certain primarily nonresidential areas that were located within the jurisdiction of the Town of Apple Valley and the County unincorporated area.
The fourth amendment, approved by Ordinance No. 8, adopted on July 12, 2000, added approximately 15,705 acres (excluding public rights -of-way) in the cities of Adelanto and Victorville and the County to the original 44,813 acres for a total of 60,518 acres. The area added by such amendment (i.e., the Amendment IV Area) lies in proximity to (within eight miles of) the Airport as required by Section 33492.40(i) of the Redevelopment Law. The fourth amendment also provided for authority to use eminent domain on certain properties.
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The fifth amendment, approved by Ordinance No. 9, adopted on December 23, 2003, expanded VVEDA’s authority to acquire property through the power of eminent domain within certain portions of the cities of Victorville and Adelanto and a portion of the unincorporated territory of the County.
The sixth and seventh amendments were approved by Ordinance No. 10, adopted on June 23, 2004, and Ordinance No. 11, adopted on June 8, 2005, respectively. These amendments were made pursuant to Section 33492.40(e) of the Redevelopment Law and added provis ions in the Redevelopment Plan to allow a VVEDA Member to defer its portion of the Housing Set-Aside for a period up to five fiscal years.
The eighth amendment, approved by Ordinance No. 12, adopted on December 20, 2006, added additional areas (excluding public rights-of-way) in the City, the City of Adelanto, the Town of Apple Valley, and the County. The area added (i.e., the Amendment VIII Area) lies “in proximity to” the Airport as required by Section 33492.40(i) of the Redevelopment Law. The eighth amendment also extended the Redevelopment Plan duration and the time limit to collect Tax Increment Revenues from the Project Area.
The Combined Project Area (including the Original Area , the Amendment IV Area , and the Amendment VIII Area) now consists of approximately 78,778 acres.
Southern California Logistics Airport
The Airport encompasses the former George Air Force Base (“GAFB”), closed by the Federal government in 1992. In response to the announced closure of GAFB, several local communities adjacent and in close proximity to GAFB formed VVEDA in September 1989 to spearhead the redevelopment and utilization of GAFB after its closure in a manner that would attract business, create jobs and improve the quality of life for citizens of the Victor Valley. In 1993, VVEDA adopted the Victor Valley Redevelopment Project (the “Redevelopment Project”) which covered a large area of the Victor Valley, including GAFB. The pur pose of the Redevelopment Project was to provide the mechanism and funding to facilitate reuse of GAFB through conversion of GAFB into a civilian airport initially referred to as the “Southern California International Airport,” later renamed “Southern California Logistics Airport.”
VVEDA executed lease agreements and related documents with the United States Air Force pursuant to which the Air Force agreed to transfer fee title to VVEDA upon a determination that either (i) all contaminated parcels subject to the transfer were deemed environmentally clean or (ii) mitigation measures were in place sufficient to ensure that all remaining contaminated land parcels would be cleaned up. The first transaction involved a no cost Public Benefit Transfer which covered the aviation related portions of GAFB and comprised approximately 2,000 acres. The second transaction involved an Economic Development Conveyance, also covering approximately 2,000 acres, whereby the Authority agreed to pay a total amount of $1,673,665 on a per square foot basis as it seeks to take down parcels. The Authorit y anticipates using a portion of the land sales proceeds from such parcels to satisfy this payment obligation. VVEDA subsequently delegated all decision making authority with respect to GAFB to the Authority pursuant to the VVEDA JPA, including the authority to enter into lease transactions, the authority to issue bonds and notes secured by Tax Increment Revenues both generated by activity at the Airport and allocated to the Airport by VVEDA Members.
The City caused the preparation and adoption of a Specific Plan to redevelop the Airport which has been determined to be in conformity with the Redevelopment Plan. In addition, a Master Development Plan was adopted by the Authority, which contemplates the development of the Airport as a cargo and aircraft maintenance facility as well as a business and industrial center. The goals of this Master Development Plan include the creation of jobs and other economic development opportunities to sustain and improv e economic conditions at the Airport and in the Victor Valley, and the development of air cargo and aircraft maintenance uses as well as the establishment of an industrial and commercial center at the Airport.
Site Description. The Airport site is a former military aviation facility approximately 5,350 acres in area located within the City and immediately to the east of the City of Adelanto in the County. The Airport site
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has an identified Installation Restoration Program (IRP) to clean up identified toxic and hazardous waste materials which were associated with the Federal Government’s use of the property. While the Airport site is located on a slight ridge sloping toward the north and northeast, half of the Airport site is virtually flat (less than two percent slope), making this area suitable for aircraft runways. The highest elevation within the project is 2,920 feet mean sea level (MSL) at the southwestern corner of the Airport site, south of Air Base Road, and the lowest elevation is 2,650 feet MSL at the northeastern corner of the Airport site. Adjacent to the Mojave River, along the eastern side of the Airport site, there are scattered areas (totaling about 100 acres) of slopes greater than 25 percent.
The Airport is located near Interstate 15 in the Victor Valley, approximately 50 miles northeast of Los Angeles County and 50 miles north of Ontario Airport. There are major trucking and rail routes through the Victor Valley, providing access to major Western states and Mexico markets within 12 hours. It is also in close proximity to the BNSF and Santa Fe rail. The Airport has a total area of approximately 2500 acres and includes a primary runway (13,500 feet in length) and a crosswind runway (9,138 feet in length). The Airport operates under an FAA Part 139 Certificate in Class D airspace and contracts for both fixed based operations and aircraft rescue firefighting services.
The vacant properties within the Combined Project Area contain areas of natural habitat, particularly along the Mojave River and safety easements. No known plants in the area are considered rare or endangered.
Animal life within the area is typical of the Mojave Desert and may include several species such as the Desert Tortoise (which has been identified on over 700 acres of the site) which are considered threatened or endangered under Federal or State guidelines. The historic range of the Mojave Ground Squirrel (MGS) has, at various times, been designated to include this area. The MGS is listed as a threatened species under the California Endangered Species Act.
The area immediately surrounding the Airport has, as with much of the Victor Valley, undergone rapid urban growth through the 1980s. Growth near the Airport was primarily associated with residential development. The primary soil type in the project area is alluvium consisting of loosely consolidated earth materials eroded from neighboring mountains. The erosion hazard of these soils is considered to be mode rate to high from wind, and slight from water. As with most of California, the Combined Project Area is within a seismically active area; however, there are no known faults in the immediate Project Area. The nearest known faults are the Garlock, San Andreas and Helendale. The Helendale Fault is approximately 10 miles east of the Airport.
Surface water within the Airport site is limited to the Mojave River and its tributaries. Although the Mojave River Basin drains approximately 4,700 square miles, the year round flow is restricted by the alluvial surface soils over and under which the river flows and by the limited rainfall in the area. Flooding has occurred along the Mojave River, but has been curtailed by the construction of the Mojave Forks Dam in the 1970s. The majority of drinking water in the area is drawn from the Upper Mojave River Basin Aquifer. This aquifer in an overdraft situation which is forecast to continue regardless of the land use established on this property.
The project site is located in the Mojave Desert Air Basin. This air basin is characterized by very hot summers (up to 120 degrees Fahrenheit), mild winters (32 to 62 degree Fahrenheit average range), limited rainfall, low humidity and occasional snowfall and wind storms. The Mojave Desert Air Quality Management District (MDAQMD) is the agency responsible for monitoring air quality and enforcing ambient air quality standards in the Combined Project Area. Based upon data included in the 1989 San Bernardino County General Plan EIR and the 1991 Air Quality Attainment Plan (AQAP), the air quality is generally good with occasional exceedances in ozone, total suspended particulates, and particulates smaller than 10 microns in size (PM 10).
Based upon this information, the area has been designated as a non- attainment area (Severe-17) for ozone and unclassified for PM10 by the Federal Environmental Protection Agency (EPA), and as a moderate non-attainment district for ozone by the California Air Resources Board.
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Project Area Characteristics
The following tables show the historic assessed value, incremental assessed value, and estimated Tax Increment Revenue of properties in the Combined Project Area for Fiscal Year 2025-26 and the prior 10 fiscal years, broken down as follows: the Combined Project Area (Table 1A), the portions of the Combined Project Area located within the City, excluding the SCLA Area (the “Victorville Area”) (Table 1B), the portions of the Combined Project Area consisting of the SCLA Area (the “SCLA Area”) (Table 1C), and the portions of the Combined Project Area located within the Town of Apple Valley, the City of Adelanto, the City of Hesperia, and the County (excluding any properties in the Airport) (the “Other Jurisdictions Area”) (Table 1D). Additional information is set forth in Appendix A.
Table 1A
SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITY
Combined Project Area Historic Assessed Value
Fiscal Year
Total
Assessed Value % Change
Base Year
Assessed Value(1)
Incremental
Value % Change
Total Tax
Increment
Revenue(2)
A B A - B = C C x 1.00%
2015-16 $ 7,501,256,354 6.39% $ 3,799,023,114 $ 3,702,233,240 13.84% $ 37,022,332 2016-17 8,056,599,221 7.40 3,799,023,114 4,257,576,107 15.00 42,575,761 2017-18 8,294,085,656 2.95 3,799,023,114 4,495,062,542 5.58 44,950,625 2018-19 8,753,494,616 5.54 3,799,023,114 4,954,471,502 10.22 49,544,715 2019-20 9,350,213,767 6.82 3,799,023,114 5,551,190,653 12.04 55,511,907 2020-21 9,990,094,073 6.84 3,799,023,114 6,191,070,959 11.53 61,910,710 2021-22 10,513,359,205 5.24 3,799,023,114 6,714,336,091 8.45 67,143,361 2022-23 11,596,929,614 10.31 3,799,023,114 7,797,906,500 16.14 77,979,065 2023-24 13,193,826,601 13.77 3,799,023,114 9,394,803,487 20.48 93,948,035 2024-25 14,546,426,375 10.25 3,799,023,114 10,747,403,261 14.40 107,474,033 2025-26 15,433,461,745 6.10 3,799,023,114 11,634,438,631 8.25 116,344,386
(1) The Combined Project Area has different base years for the three component areas. For the 1993 Original Project Area , the Base Year is fiscal year 1997-98 and the Base Year assessed value is $1,783,833,921. For the Amendment IV Area, the Base Year is fiscal year 2000-01 and the Base Year assessed value is $24,956,814. For the Amendment VIII Area, the Base Year is fiscal year 2006-07 and the Base Year assessed value is $1,990,232,379. (2) Estimated based on one percent (1%) of the incremental assessed value; does not reflect actual revenue collections or distributions. See Table 2 for actual collections.
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Table 1B
SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITY
Victorville Area Historic Assessed Value
Fiscal
Year
Total
Assessed Value % Change
Base Year
Assessed Value(1)
Incremental
Value % Change
Total Tax
Increment
Revenue(2)
A B A - B = C C x 1.00%
2015-16 $4,552,456,020 6.95% $2,216,157,006 $2,336,299,014 14.51% $23,362,990 2016-17 4,807,429,196 5.60 2,216,157,006 2,591,272,190 10.91 25,912,722 2017-18 5,036,897,575 4.77 2,216,157,006 2,820,740,569 8.86 28,207,406 2018-19 5,314,158,920 5.50 2,216,157,006 3,098,001,914 9.83 30,980,019 2019-20 5,689,990,046 7.07 2,216,157,006 3,473,833,040 12.13 34,738,330 2020-21 6,062,414,423 6.55 2,216,157,006 3,846,257,417 10.72 38,462,574 2021-22 6,454,763,249 6.47 2,216,157,006 4,238,606,243 10.20 42,386,062 2022-23 7,193,797,319 11.45 2,216,157,006 4,977,640,313 17.44 49,776,403 2023-24 8,033,135,434 11.67 2,216,157,006 5,816,978,428 16.86 58,169,784 2024-25 8,648,423,327 7.66 2,216,157,006 6,432,266,321 10.58 64,322,663 2025-26 9,238,192,529 6.82 2,216,157,006 7,022,035,523 9.17 70,220,355
(1) The Victorville Area includes portions of all three components of the Project Area. F or the 1993 Original Project Area , the Base Year is Fiscal Year 1997-98 and the Base Year assessed value is $1,168,446,878. For the Amendment IV Area, the Base Year is Fiscal Year 2000-01 and the Base Year assessed value is $1,372,041. For the Amendment VIII Area, the Base Year is Fiscal Year 2006-07 and the Base Year assessed value is $1,046,338,087. (2) Estimated based on one percent (1%) of the incremental assessed value; does not reflect actual revenue collections or distributions. See Table 2 for actual collections.
Table 1C
SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITY
SCLA Area Historic Assessed Value
Fiscal Year
HDPP
Assessed Value(1)
%
Change
Total
Assessed Value % Change
Base Year
Assessed
Value(2)
Incremental
Value
%
Change
Total Tax
Increment
Revenue(3)
A B A – B = C C x 1.00
2015-16 $ 176,851,000 (1.67)% $ 492,503,305 3.27% $7,854,350 $ 484,648,955 3.33% $ 4,846,490 2016-17 224,800,000 27.11 548,097,364 11.29 7,854,350 540,243,014 11.47 5,402,430 2017-18(4) 106,300,000 (52.71) 437,327,007 (20.21) 7,854,350 429,472,657 (20.50) 4,294,727 2018-19 103,700,000 (2.45) 482,776,806 10.39 7,854,350 474,922,456 10.58 4,749,225 2019-20 98,000,000 (5.50) 509,942,066 5.63 7,854,350 502,087,716 5.72 5,020,877 2020-21 99,400,000 1.43 608,809,708 19.39 7,854,350 600,955,358 19.69 6,009,554 2021-22(5) 116,200,000 16.90 605,877,636 (0.48) 7,854,350 598,023,286 (0.49) 5,980,233 2022-23 153,200,000 31.84 694,325,866 14.60 7,854,350 686,471,516 14.79 6,864,715 2023-24 196,400,000 28.20 1,171,620,695 68.74 7,854,350 1,163,766,345 69.53 11,637,663 2024-25 482,300,000 145.57 1,645,276,107 40.43 7,854,350 1,637,421,757 40.70 16,374,218 2025-26(6) 455,600,000 (5.54) 1,657,190,416 0.72 7,854,350 1,649,336,066 0.73 16,493,361
(1) The High Desert Power Plant (“HDPP”) is assessed by the State Board of Equalization (“SBE”) and is considered unitary value. After the property’s new owner provided the SBE with documentation justifying a significant value reduction, the HDPP’s value decreased by $118.5 million from Fiscal Year 2016-17 to Fiscal Year 2017-18. In contrast, the assessed value increased from $99.4 million in Fiscal Year 2020- 21 to $116.2 million in Fiscal Year 2021-22. Assessed valuation has continued to increase, with the most significant increase from $196.4 million in Fiscal Year 2023- 24 to $455.6 million in Fiscal Year 2025-26. (2) The Base Year for the SCLAA portion of the 1993 Original Project Area is Fiscal Year 1997- 98 and the Base Year assessed value is $7,854,350. (3) Estimated based on one percent (1%) of the incremental assessed value; does not reflect actual revenue collections or distrib utions. See Table 2 for actual collections.
(4) SBE granted a significant reduction to The High Desert Power Plant (HDPP)’s Unitary Value from Fiscal Year 2017-18 through Fiscal Year 2019-20 resulting in the overall total decrease in Assessed Value and slow growth for the SCLA Area in these periods. (5) Between Fiscal Year 2020-21 to 2021-22, Assessed Values in the SCLA Area fluctuated as a result of the federal and state responses to the COVID 19 pandemic. (6) From Fiscal Year 2024-25 to Fiscal Year 2025-26, the HDPP value decreased by approximately 5.5%, which is consistent with standard depreciation on State - assessed property. Excluding the HDPP, the total assessed value in the SCLA Area increased by approximately 3.3%, from $1,162,976,107 to $1,201, 590,416.
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Table 1D
SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITY
Other Jurisdictions Area Historic Assessed Value
Fiscal Year Total Assessed Value
%
Change
Base Year
Assessed Value(1) Incremental Value
%
Change
Total Tax
Increment
Revenue(2)
A B A – B = C C x 1.00%
2015-16 $ 2,456,297,029 5.98% $ 1,575,011,758 $ 881,285,271 18.66% $ 8,812,853 2016-17 2,701,072,661 9.97 1,575,011,758 1,126,060,903 27.77 11,260,609 2017-18 2,819,861,074 4.40 1,575,011,758 1,244,849,316 10.55 12,448,493 2018-19 2,956,558,890 4.85 1,575,011,758 1,381,547,132 10.98 13,815,471 2019-20 3,150,281,655 6.55 1,575,011,758 1,575,269,897 14.02 15,752,699 2020-21 3,318,869,942 5.35 1,575,011,758 1,743,858,184 10.70 17,438,582 2021-22 3,452,718,320 4.03 1,575,011,758 1,877,706,562 7.68 18,777,066 2022-23 3,708,806,429 7.42 1,575,011,758 2,133,794,671 13.64 21,337,947 2023-24 3,989,070,472 7.56 1,575,011,758 2,414,058,714 13.13 24,140,587 2024-25 4,252,726,941 6.61 1,575,011,758 2,677,715,183 10.92 26,777,152 2025-26 4,538,078,800 6.71 1,575,011,758 2,963,067,042 10.66 29,630,670
(1) The Other Jurisdictions Area includes portions of all three component areas. For the 1993 Original Project Area, the Base Year is fiscal year 1997-98 and the Base Year assessed value is $607,532,693. For the Amendment IV Area, the Base Year is Fiscal Year 2000 -01 and the Base Year assessed value is $23,584,773. For the Amendment VIII Area, the Base Year is Fiscal Year 2006-07 and the Base Year assessed value is $943,894,292. (2) Estimated based on one percent (1%) of the incremental assessed value; does not reflect actual revenue collections or distributions. See Table 2 for actual collections.
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The following table shows the historic estimated and actual Tax Increment Revenue generated within the Combined Project Area for Fiscal Year 202 5-26 and the prior 10 years, broken down separately for the Victorville Area, the SCLA Area, and the Other Jurisdictions Area . Additional information is set forth in Appendix A.
Table 2
SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITY
Combined Project Area Historic Tax Increment Revenue
Fiscal
Year
Victorville
Estimated Tax
Increment
SCLAA
Estimated Tax
Increment
Other
Jurisdictions
Estimated Tax
Increment
Total Estimated
Tax Increment
Revenue(1)
Actual Tax
Increment
Revenue(2)
Actual Tax
Increment as a
percentage of
Estimated Tax
Increment
A B C A + B + C = D E E / D = F
2015-16 $23,362,990 $ 4,846,490 $ 8,812,853 $ 37,022,332 $ 39,321,864 106% 2016-17 25,912,722 5,402,430 11,260,609 42,575,761 45,280,653 106 2017-18 28,207,406 4,294,727 12,448,493 44,950,625 49,314,999 110 2018-19 30,980,019 4,749,225 13,815,471 49,544,715 52,637,754 106 2019-20 34,738,330 5,020,877 15,752,699 55,511,907 58,832,443 106 2020-21 38,462,574 6,009,554 17,438,582 61,910,710 65,939,749 107 2021-22 42,386,062 5,980,233 18,777,066 67,143,361 70,886,947 106 2022-23 49,776,403 6,864,715 21,337,947 77,979,065 87,149,948 112 2023-24 58,169,784 11,637,663 24,140,587 93,948,035 105,215,093 112 2024-25 64,322,663 16,374,218 26,777,152 107,474,033 113,154,248 105 2025-26 70,220,355 16,493,361 29,630,670 116,344,386 N/A(3) N/A
(1) Estimated Tax Increment Revenue equals one percent (1%) of the incremental assessed value for the applicable Fiscal Year (1% of the amount derived from subtracting the Base Year assessed value for the applicable component of the Combined Project Area from the tota l assessed value of such component area for the applicable Fiscal Year). (2) Actual Tax Increment Revenue shown is based on the ROPS distributions that correspond to collections within the Fiscal Year. For example, Fiscal Year 2023-24 assessed values and collections generally determined actual revenues received on or around January 2, 2024 and June 1, 2024. Actual Tax Increment Revenue is generally more than estimated Tax Increment Revenue primarily due to supplemental prop erty tax assessments.
(3) Due to the delay between the collection and distribution of property tax revenues, the actual revenue for Fiscal Year 2025-26 is not yet fully known. The second half of the distribution of Fiscal Year 2025-26 tax revenues will occur on or around June 1, 2026.
The following table shows historic Tax Increment Revenues and actual deposits to the VVEDA RPTTF for each ROPS Period, as well as historic semi -annual debt service coverage. See the caption “VICTOR VALLEY ECONOMIC DEVELOPMENT AUTHORITY—History of Defaults and Use of Reserves.”
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Table 3
SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITY
Combined Project Area Historic Tax Increment Revenue, Pledged Tax Revenues, and Debt Service Coverage Fiscal
Year
ROPS
Year
ROPS
Period(1)
Gross Tax
Increment
Revenue(2) County Admin(3) Pass Throughs(4)
Net Available
RPTTF(5)
Pledged Tax
Revenues(6) Debt Service(7) Coverage(8)
A B A / B = C
2015-16 2015-16 B $ 21,648,576 $ (79,902) $ (5,868,341) $15,700,333 $13,231,092 $ 8,378,161 1.58x 2015-16 2016-17 A 17,767,310 (374,679) (4,803,837) 12,588,794 10,622,430 13,243,161 0.80 2016-17 2016-17 B 23,218,371 (88,817) (6,252,858) 16,876,696 13,872,934 8,257,648 1.68 2016-17 2017-18 A 18,466,379 (513,321) (4,938,498) 13,014,560 10,830,546 13,367,648 0.81 2017-18 2017-18 B 28,990,680 (101,458) (7,758,199) 21,131,024 17,387,712 8,130,014 2.14 2017-18 2018-19 A 23,054,519 (310,687) (6,179,334) 16,564,499 14,046,099 13,495,014 1.04 2018-19 2018-19 B 29,953,070 (238,024) (7,983,649) 21,731,396 17,819,935 7,994,378 2.23 2018-19 2019-20 A 22,648,461 (86,673) (6,022,601) 16,539,187 13,738,074 13,629,378 1.01 2019-20 2019-20 B 32,403,720 (545,066) (17,459,191) 14,399,463 11,719,663 7,850,954 1.49 2019-20 2020-21 A 26,343,903 (111,527) (15,207,676) 11,024,701 13,422,051 13,770,954 0.97 2020-21 2020-21 B 36,721,465 (669,926) (18,709,080) 17,342,460 14,043,835 7,699,766 1.82 2020-21 2021-22 A 29,293,576 (126,188) (10,732,526) 18,434,863 15,276,975 13,924,766 1.10 2021-22 2021-22 B 39,082,111 (692,281) (18,810,544) 19,579,287 15,777,858 7,538,338 2.09 2021-22 2022-23 A 31,138,404 (127,278) (11,314,950) 19,696,176 16,443,046 14,088,338 1.17 2022-23 2022-23 B 46,686,966 (759,992) (17,168,936) 28,758,038 23,599,157 7,368,239 3.20 2022-23 2023-24 A 38,228,275 (134,042) (14,003,533) 24,090,700 19,860,730 14,253,239 1.39 2023-24 2023-24(9) B 62,098,225 (994,315) (22,966,789) 38,137,121 31,697,473 7,187,620 4.41 2023-24 2024-25(9) A 43,925,199 (148,808) (16,288,807) 27,487,584 22,530,873 14,432,620 1.56 2024-25 2024-25(9) B 64,078,091 (1,213,466) (23,855,933) 39,008,692 32,594,382 6,996,939 4.66
(1) The ROPS “A” period is July 1 to December 31. The ROPS “B” period is January 2 to June 30. Money is distributed to successor agencies on or about each June 1 for the following ROPS “A” period and on or about each January 2 for the ROPS “B” period. (2) See Tables 1A – 1D and Table 2. Gross Tax Increment Revenue shown is based on the ROPS distributions. This table shows how the ROPS distributions periods match up to the fiscal year / collection periods. For example, F iscal Year 2023-24 assessed values and collections generally determined actual revenues received on or around January 2, 2024 (ROPS 2023-24 B) and June 1, 2024 (ROPS 2024-25A). Gross Tax Increment Revenues by fiscal year in this table do not exactly match Actual Revenues in Table 2.
Gross Tax Increment Revenues in this table are represented by ROPS distributions, which are based on collections between approximately May 1 of e ach year and April 30 of the following year. Actual Revenues in Table 2 are represented by fiscal year and are therefore based on collections between approximately July 1 of each year and June 30 of the following year. In most years, the difference between the Gross Tax Increment Revenues and Actual Revenues is less than +/ -1%. In the last ten years, the maximum difference was close to -8% (in fiscal year 2016-17).
(3) See “PROPERTY TAXATION IN CALIFORNIA—Property Tax Collection Procedures—Property Tax Administrative Costs.”
[Footnotes continue on following page]
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[Footnotes continue from previous page]
(4) See “SECURITY FOR THE 2025 BONDS—Allocation of Tax Increment Revenues.” Also see “VICTOR VALLEY ECONOMIC DEVELOPMENT AUTHORITY—History of Defaults and Use of Reserves —Changes to County Pass -Through Calculation Methodology ” for a discussion of the impact of the County’s change in methodology for calculating Pass-Through Payments to the County and its related entities starting with the January 2020 RPTTF distribution. (5) Net Available RPTTF is the amount deposited to the VVEDA RPTTF from the entire Combined Project Area, net of County administrative expenses and Pass -Through Payments.
(6) Pledged Tax Revenues excludes a portion of Net Available RPTTF equal to 50% of the net Tax Increment Revenue generated from the properties in the Other Jurisdictions Area not allocated to the Authority, after deduction of County administrative fees, and Pass-Through Payments, and Housing Set-Aside. (7) Scheduled principal and interest payments on the Senior Bonds and the Refunded Bonds coming due in the applicable ROPS Period. (8) See the caption “VICTOR VALLEY ECONOMIC DEVELOPMENT AUTHORITY—History of Defaults and Use of Reserves ” for a discussion of reserve fund draws and payment defaults in Fiscal Years 2011-12 through 2014- 15. Also see the caption “SECURITY FOR THE 2025 BONDS —Recognized Obligation Payment Schedule — Covenants Relating to Recognized Obligation Payment Schedule” for a description of the Indenture covenant with respect to future ROPS requests. (9) Starting with the ROPS 2023 -24B period, Pledged Tax Revenues are estimated based on the stabilized pro rata share of calculated Pledged Tax Revenues from prior periods and applying the Authority’s pro rata share of the incremental assessed value in the SCLA Area, the Victorville Area, and 50% of the incremental assessed value in the Other Jurisdictions Area to the Net Available RPTTF. The Successor Agency streamlined the distribution calculations which eliminated the need to track Count y collections and revenues to calculate Pledged Tax Revenues starting with the ROPS 2023-24B Distribution.
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The following tables describe the top ten taxpayers in the Combined Project Area, as well as the top ten taxpayers in each of the Victorville Area, the SCLA Area, and the Other Jurisdictions Area, for Fiscal Year 2025 -26. See the caption “—Calportland Co.” for more information regarding the properties owned by Calportland Co. and see the caption “—High Desert Power Plant” for more information about the property owned by High Desert Power Trust. For more information on the top taxpayers in the Project Area, see Appendix A. See the caption “RISK FACTORS —Concentration of Ownership.”
Table 4A
SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITY
Fiscal Year 2025-26 Top Ten Secured & Unsecured Taxpayers Combined Project Area
Taxpayer
No. of
Parcels Land Use(s)
Unsecured
Assessed Value
Total
Assessed Value
% of
Total
% of
Increment Location
1 Calportland Co. 44 Industrial, Residential, Vacant Land, and Unsecured $ 9,363,354 $ 481,606,963 3.12% 4.14% Victorville and Other Area 2 High Desert Power Trust 3 Utilities - 455,600,000 2.95 3.92 SCLA Area 3 HIGCOV-SCLC, LLC 9 Industrial and Vacant Land - 286,526,160 1.86 2.46 SCLA Area 4 Prologis SCLC Investments 3 Industrial and Vacant Land - 149,432,652 0.97 1.28 SCLA Area 5 Apple Valley Ranchos Water Co. 8 Residential, Utilities, and Vacant Land - 143,237,736 0.93 1.23 Victorville and Other Area 6 Stirling Capital Investments 11 Industrial, Residential, and Vacant Land - 137,065,605 0.89 1.18 SCLA Area 7 The American Bottling Company 2 Unsecured 125,998,992 125,998,992 0.82 1.08 Victorville and SCLA Area 8 Cemex Construction Materials Pacific 26 Industrial, Residential, and Vacant Land - 125,860,190 0.82 1.08 Victorville and Other Area 9 Wal-Mart Stores, Inc. 18 Commercial, Vacant Land, and Unsecured 11,102,482 93,301,090 0.60 0.80 Victorville and Other Area 10 Federal Express Corporation 1 Unsecured 70,387,432 70,387,432 0.46 0.60 SCLA Area Total 125 $ 216,852,260 $ 2,069,016,820 13.41% 17.78%
Total Project Area Assessed Value $ 15,433,461,745
Incremental Project Area Assessed Value $ 11,634,507,784
Unsecured and Unitary Assessed Value (Top Ten Taxpayers only) $ 672,452,260 4.36% 5.78%
Sources: San Bernardino County Assessor Secured and Unsecured Tax Rolls; San Bernardino County Auditor-Controller Property Tax Publications; State Board of Equalization.
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Calportland Co. The largest taxpayer in the Combined Project Area is Calportland Co. The company owns 44 properties within the Victorville Area and the Other Jurisdictions Area that are centered around the operation of the Calportland Oro Grande Cement Plant. The focus of these operations consists of a property assessed at approximately is $459.9 million, or 95.5% of the combined value of all of Calportland Co.’s properties in the Combined Project Area. Unlike the HDPP (defined below), the Oro Grande Ce ment Plant is assessed by the County Assessor, rather than the SBE (defined below), and has historically consistently increased in its assessed value.
High Desert Power Trust. The second highest value property in the Project Area is the High Desert Power Plant (“HDPP”), owned by High Desert Power Trust (“HDPT”). The HDPP is an 830 MW gas fired, combined cycle facility, which opened in 2003. The HDPP is an electric generation facility and is therefore assessed annually by the State Board of Equalization (“SBE”) using the unitary valuation method.
As shown in Table 1C, above, the HDPP has experienced significant variability in its assessed value over the last ten years. From Fiscal Year 201 5-16 to Fiscal Year 2019 -20, the HDPP generally decreased in assessed value, which is consistent with depreciation applicable to electric generation facilities like the HDPP.
Avenue Capital Group and Middle River Power acquired the HDPP in 2016 and started a series of facility upgrades in 2018 that increased the plant’s efficiency and output and reduced emissions . Consistent with the unitary valuation method, the HDPP’s assessed valuation has consistently increased since Fiscal Year 2019-20, most significantly with an increase from $196.4 million in Fiscal Year 2023-24 to $455.6 million in Fiscal Year 2025-26, an increase of more than 132%. Absent further capital investments and subject to market and regulatory conditions that can affect the value of State- assessed properties, it is anticipated that the assessed value of the HDPP will generally depreciate over time in the future.
HIGCOV-SCLC, LLC. HIGCOV-SCLC, LLC owns the third highest value property in the Combined Project Area. HIGCOV-SCLC, LLC acquired approximately 170.77 acres from Stirling Capital Investments in October 2021 and acquired approximately 164 acres of property from the Authority in December 2021. Of the approximately 334 acres of the property owned by HIGCOV -SCLC, LLC 170.77 acres is developed and approximately 164 acres is currently vacant land. Of the 170.77 acres of developed industrial space, 2,806,860 square feet of industrial space is occupied, and 553,839 square feet of industrial space is currently vacant. The industrial space currently houses tenants such as Newell Rubbermaid, Plastipak, M&M Mars, Arden, and Hydration Source.
Prologis SCLC Investments. Prologis SCLC Investments (“Prologis”) owns the fourth highest value property in the Combined Project Area, which consists of an approximately 4 million square feet of industrial space. Prologis acquired the property from Stirling Capital Investments in September 2021 . Property development is ongoing, with an Amazon facility being one of the latest additions.
Stirling Capital Investments. Stirling Capital Investments owns the sixth highest value property in the Combined Project Area, and took over as master developer of the property in 2006. The property is currently developed with primarily industrial facilities, which are currently occupied by the following tenants: Goodyear, Mars Petcare, and Iron Mountain.
[According to data from the San Bernardino County Assessor's Office, several of the properties acquired by Prologis SCLC Investments from Stirling Capital Investments in 2021 still reflect as being under the ownership of Stirling Capital Investments. Once the ownership changes are updated, the value for Prologis would be expected to increase, while the value for Stirling Capital Investments would be expected to decrease.] The American Bottling Company. The seventh most valuable property in the Combined Project Area is owned by The American Bottling Company. The facility located at this site has been leased to Keurig Dr.
Pepper since 2009. The facility is approximately 850,000 square feet and serves as a manufacturing and distribution facility for beverage products. The American Bottling Company owns equipment with an unsecured assessed value of approximately $126 million. The building and land on which the equipment is located are
57 4931-9616-6719v6/022726-0006
owned by Veyron/KDP I Partners, LLC (“Veyron”). The land and building owned by Veyron have a combined assessed value of $69,360,000, which is not reflected in the above table.
Unsecured Assessed Value. A significant amount of the assessed value of property owned by the top ten property taxpayers in the Combined Project Area is unsecured value. By its nature, unsecured property is more volatile than secured property because it consists of assets that are not permanently affixed to real estate.
Accordingly, the assessed values of unsecured property are more likely to fluctuate from year to year due to factors such as depreciation of equipment, relocation or removal of assets, and changes in ownership of these movable items. These inherent characteristics make unsecured property less stable as a revenue source compared to secured property.
Table 4B
SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITY
Fiscal Year 2025-26 Top Ten Secured & Unsecured Taxpayers Victorville Area
Taxpayer
No. of
Parcels Land Use(s)
Unsecured
Assessed
Value Assessed Value
% of
Total
1 Cemex Construction Materials Pacific 10 Industrial, Residential, and Vacant Land $ - $ 125,096,840 1.35% 2 Wal-Mart Stores, Inc. 15 Commercial, Vacant Land, and Unsecured 8,236,218 74,592,807 0.81 3 Baghdady Revocable Living Trust 3 Residential - 62,220,000 0.67 4 Maps 15272 Bear Valley Road CA LLC 1 Commercial - 61,014,951 0.66 5 Victor Valley Hospital Real Estate, LLC 4 Hospital and Unsecured 13,856,905 40,748,633 0.44 6 NHP Sterling, LLC 2 Hospital - 27,017,180 0.29
7 Evado IE, LLC 1 Residential - 26,254,392 0.28
8 16200 Bear Valley Road Holdings, LLC 2 Commercial - 25,036,705 0.27 9 14374 Borego Road, LLC 2 Residential and Unsecured 29,370 23,426,524 0.25 10 VNF Properties 4 Commercial and Vacant Land - 21,763,678 0.24 Total 44 $ 22,122,493 $ 487,171,710 5.27%
Total Victorville Area Assessed Value $ 9,238,192,529
Unsecured Assessed Value (Top Ten Taxpayers only) $ 22,122,493 0.24%
Sources: San Bernardino County Assessor Secured and Unsecured Tax Rolls; San Bernardino County Auditor -Controller Property Tax Publications; State Board of Equalization.
58 4931-9616-6719v6/022726-0006
Table 4C
SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITY
Fiscal Year 2025-26 Top Ten Secured & Unsecured Taxpayers SCLA Area
Taxpayer
No. of
Parcels Land Use(s)
Unsecured
Assessed
Value Assessed Value
% of
Total
1 High Desert Power Trust 3 Utilities $ - $ 455,600,000 27.49% 2 HIGCOV-SCLC, LLC 9 Industrial and Vacant Land - 286,526,160 17.29 3 Prologis SCLC Investments 3 Industrial and Vacant Land - 149,432,652 9.02 4 Stirling Capital Investments 11 Industrial, Residential, and Vacant Land - 137,065,605 8.27 5 The American Bottling Company 1 Unsecured 125,979,763 125,979,763 7.60 6 Federal Express Corporation 1 Unsecured 70,387,432 70,387,432 4.25 7 Veyron/KDP I Partners, LLC 1 Industrial - 69,360,000 4.19 8 GB43 Fulfillment, LLC 1 Industrial - 50,548,988 3.05
9 Plastipak Packaging, Inc. 2 Unsecured 40,627,279 40,627,279 2.45 10 Amazon, LLC 1 Unsecured 38,911,844 38,911,844 2.35 Total 33 $ 275,906,318 $ 1,424,439,723 85.96%
Total SCLA Area Assessed Value $ 1,657,190,415
Unsecured and Unitary Assessed Value (Top Ten Taxpayers only) $ 731,506,318 44.14%
Sources: San Bernardino County Assessor Secured and Unsecured Tax Rolls; San Bernardino County Auditor-Controller Property Tax Publications; State Board of Equalization.
Table 4D
SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITY
2025-26 Top Ten Secured & Unsecured Taxpayers
Other Jurisdictions Area
Taxpayer
No. of
Parcels Land Use(s)
Unsecured
Assessed
Value Assessed Value
% of
Total
1 Calportland Co. 42 Industrial, Residential, Vacant Land, and Unsecured $ 9,363,354 $ 481,476,747 10.61% 2 Apple Valley Ranchos Water Co. 7 Residential, Utilities, and Vacant Land - 143,236,610 3.16 3 Apple Valley Commons I & II, LLC 32 Commercial, Unsecured, and Vacant Land 184,737 38,776,437 0.85 4 Target Corp. 2 Commercial and Unsecured 1,599,449 25,525,044 0.56 5 Wal-Mart Stores, Inc. 3 Commercial and Vacant Land 2,866,264 18,708,283 0.41 6 MHC Los Ranchos, LP 5 Residential and Unsecured 54,657 14,815,605 0.33 7 Baldy Mesa Solar Land Borrower, LLC 14 Vacant Land and Unsecured 7,563,861 14,759,069 0.33 8 Adelanto Industrial, LLC 6 Vacant Land - 14,326,308 0.32 9 DesertXpress Enterprises, LLC 12 Vacant Land - 13,667,735 0.30 10 Pusan Pipe America, Inc. 1 Vacant Land - 11,730,000 0.26 Total 124 $21,632,322 $ 777,021,838 17.12%
Total Other Jurisdictions Area Assessed Value $ 4,538,078,800
Unsecured Assessed Value (Top Ten Taxpayers only) $ 21,632,322 0.48%
Sources: San Bernardino County Assessor Secured and Unsecured Tax Rolls; San Bernardino County Auditor-Controller Property Tax Publications; State Board of Equalization.
59 4931-9616-6719v6/022726-0006
The following tables set forth the assessed valuation by land use category for Fiscal Year 2025-26, for the Combined Project Area as well as separately for the Victorville Area, the SCLA Area, and the Other Jurisdictions Area.
Table 5A
SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITY
Land Use Breakdown
Combined Project Area
Property Type / Land Use Assessed Value
% of
Assessed
Value
# of Parcels/
Properties
% of
Parcels/
Properties Acres
% of
Acres
Secured
Agricultural $ 703,004 0.0% 10 0.0% 84 0.1%
Commercial 1,510,315,372 9.8 918 1.8 2,104 2.7
Industrial 1,645,931,179 10.7 270 0.5 3,681 4.7
Single-Family Residential 9,231,416,998 59.8 33,434 65.8 11,477 14.6 Other Residential 766,618,343 5.0 2,896 5.7 2,042 2.6
Vacant 1,042,649,775 6.8 11,718 23.1 57,034 72.4
Other 35,828,372 0.2 281 0.6 2,355 3.0
Utility(1) 455,600,000 3.0 3 0.0 N/A N/A
Unsecured 744,398,702 4.8 1,266 2.5 N/A N/A
Total $ 15,433,461,745 50,796 78,778
(1) Includes value of HDDP property. Other utility property is expected to be minimal and has been excluded due to data unavailability.
Source: Harris & Associates; San Bernardino County Assessor Secured Roll.
Table 5B
SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITY
Land Use Breakdown
Victorville Area
Property Type / Land Use Assessed Value
% of
Assessed
Value
# of
Parcels/
Properties
% of
Parcels/
Properties Acres
% of
Acres
Secured
Agricultural $ 181,021 0.0% 4 0.0% 80 0.3%
Commercial 1,149,123,991 12.4 648 1.9 1,094 3.5
Industrial 276,161,252 3.0 148 0.4 591 1.9
Single-Family Residential 6,449,405,767 69.8 22,663 67.5 5,695 18.1 Other Residential 457,981,454 5.0 1,713 5.1 841 2.7
Vacant 646,241,613 7.0 7,392 22.0 22,661 71.8
Other 29,230,899 0.3 186 0.6 580 1.8
Utility - 0.0 - 0.0 N/A N/A
Unsecured 229,866,532 2.5 816 2.4 N/A N/A Total $ 9,238,192,529 33,570 31,542
Source: Harris & Associates; San Bernardino County Assessor Secured Roll.
60 4931-9616-6719v6/022726-0006
Table 5C
SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITY
Land Use Breakdown
SCLA Area
Property Type / Land Use Assessed Value
% of
Assessed
Value
# of Parcels/
Properties
% of
Parcels/
Properties Acres
% of
Acres
Secured
Agricultural $ - 0.0% - 0.0% - 0.0%
Commercial 26,399,365 1.6 39 19.5 692 14.7
Industrial 719,323,247 43.4 23 11.5 545 11.6
Single-Family Residential - 0.0 - 0.0 - 0.0
Other Residential 966,231 0.1 2 1.0 62 1.3
Vacant 19,800,830 1.2 56 28.0 2,595 55.0
Other 907,081 0.1 8 4.0 826 17.5
Utility 455,600,000 27.5 3 1.5 N/A N/A
Unsecured 434,193,662 26.2 69 34.5 N/A N/A
Total $ 1,657,190,416 200 4,720
Source: Harris & Associates; San Bernardino County Assessor Secured Roll.
Table 5D
SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITY
Land Use Breakdown
Other Jurisdictions Area
Property Type / Land Use Assessed Value
% of
Assessed
Value
# of Parcels/
Properties
% of
Parcels/
Properties Acres
% of
Acres
Secured
Agricultural $ 521,983 0.0% 6 0.0% 4 0.0%
Commercial 334,792,016 7.4 231 1.4 319 0.7
Industrial 650,446,680 14.3 99 0.6 2,544 6.0
Single-Family Residential 2,782,011,231 61.3 10,771 63.3 5,782 13.6 Other Residential 307,670,658 6.8 1,181 6.9 1,139 2.7
Vacant 376,607,332 8.3 4,270 25.1 31,779 74.7
Other 5,690,392 0.1 87 0.5 949 2.2
Utility(1) - 0.0 - 0.0 N/A N/A
Unsecured 80,338,508 1.8 381 2.2 N/A N/A Total $ 4,538,078,800 17,026 42,515
(1) Includes value of HDDP property. Other utility property is expected to be minimal and has been excluded due to data unavailability.
Source: Harris & Associates; San Bernardino County Assessor Secured Roll.
Transfers of Ownership. The following table describes the property sales that have been completed in the Combined Project Area, the value of which is not yet reflected in the County Assessor’s tax rolls and therefore not reflected in the Fiscal Year 2025 -26 assessed values of pro perty in the Combined Project Area shown in Tables 1A through 1D. Changes in assessed valuations due to transfers of ownership occurring after the lien date for Fiscal Year 20 25-26 will affect taxable values for Fiscal Year 202 6-27. The projections of Pledged Tax Revenues set forth in the Fiscal Consultant Report attached as Appendix A and Tables 9A through 9D herein reflect the projected growth in value from completed sales, as set forth in the following table.
61 4931-9616-6719v6/022726-0006
Table 6
SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITY
Property Sales
Combined Project Area
Month(1)
# of
Sales
Fiscal Year
2025-26
Assessed Value Sale Value
Increase in
Assessed Value
Jan 2025 111 $ 32,419,899 $ 43,907,683 $ 11,487,784
Feb 2025 124 36,265,553 51,268,104 15,002,551
Mar 2025 153 42,777,795 64,803,567 22,025,772
Apr 2025 189 36,219,861 59,231,782 23,011,921
May 2025 149 36,693,048 56,295,560 19,602,512
Jun 2025 151 47,033,754 79,320,000 32,286,246
Jul 2025 47 11,586,179 20,617,500 9,031,321
Total 924 $ 242,996,089 $ 375,444,196 $ 132,448,107
Total Project Assessed Value $ 15,433,461,745
Sales Increase as a % of AV 0.86%
(1) Sales were only analyzed for January 1 through July 16, 2025, with data as of August 28, 2025.
Sources: ParcelQuest, San Bernardino County Auditor-Controller.
62 4931-9616-6719v6/022726-0006
New Development. The following table describes the value of final residential and commercial building permits issued in the areas within the Combined Project Area located in the Airport and the City, the value of which is not yet reflected in the County Assessor’s tax rolls and therefore not reflected in the Fiscal Year 2025- 26 assessed values of property in the Combined Project Area shown in Tables 1A through 1D. The projections of Pledged Tax Revenues in the Fiscal Consultant Report and this Official Statement reflect anticipated increases in assessed valuation of properties relating to devel opment completed within the Combined Project Area but which has not yet been reflected in the County Assessor’s tax rolls, as described in the following table.
Table 7
SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITY
Building Permit Activity(1)
Victorville and SCLA Areas
Commercial & Industrial Residential
Month(2)
#
Permits Valuation # Permits Valuation
Jan 2025 1 $ 121,680 27 $ 9,090,741
Feb 2025 1 64,861 17 5,889,910
Mar 2025 2 116,707 10 3,292,841
Apr 2025 3 2,679,593 10 2,988,658
May 2025 3 836,665 8 2,277,721
Jun 2025 0 - 14 4,306,637
Jul 2025(3) 2 115,426,024 10 3,820,065
12 $ 119,245,530 96 $ 31,666,574
Total Value Added $ 150,912,104
Total VVEDA 2025-26 Value $ 15,433,461,745
Percentage Increase 1.0%
(1) Excludes all permits with valuations less than $50,000. (2) Building Permits from January 2025 through July 2025 only. (3) Good Year Tire opened a 1.3 million square foot warehouse and distribution facility at the Airport in August 2025 and received its certificate of occupancy on March 28, 2025.
Sources: City of Victorville Development Department, San Bernardino County Auditor-Controller.
Assessment Appeals. Property taxable values determined by the County Assessor may be subject to an appeal by the property owner. There are two basic types of assessment appeals provided for under California law. The first type of appeal, commonly referred to as a base year assessment appeal, involves a dispute on the valuation assigned by the Assessor immediately subsequent to a change in ownership or completion of new construction. If the base year value assigned by the Assessor is reduced, the valuati on of the property cannot increase in subsequent years more than 2% annually unless and until another change in ownership and/or additional new construction activity occurs. The second type of appeal, commonly referred to as a Proposition 8 appeal, can re sult if factors occur causing a decline in the market value of the property to a level below the property’s then current taxable value.
Assessment appeals are annually filed with the County Assessment Appeals Board for a hearing and resolution. The resolution of an appeal may result in a reduction to the Assessor’s original taxable value and a tax refund to the property owner. A property owner can file for a regular assessment appeal with the County between July 2 and November 30. Revenue and Taxation Code Section 1604 allows up to two years for an assessment appeal to be decided. Five of the top ten taxpayers in the Victorville Area, two of the top ten taxpayers in the SCLA Area , and two of the top ten taxpayers in the Other Jurisdictions Area have filed assessments appeals that are currently pending. See Tables 4A to 4D and the Fiscal Consultant Report attached as Appendix A for more information regarding these property taxpayers. Additional appeals to assessed values in the Project Area may be filed from time to time in the future. The Authority cannot predict the extent of these appeals or their likelihood of success.
63 4931-9616-6719v6/022726-0006
The following table present s information regarding the assessment appeal history within the Combined Project Area for the past five years, excluding the current year, as of August 19, 2025.
Table 8
SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITY
Assessment Appeal History
Combined Project Area
. 2020-21 2021-22 2022-23 2023-24 2024-25 5 Year Total(1) Project Area Total Assessed Value $ 9,990,094,073 $10,513,359,205 $11,596,929,614 $13,193,826,601 $14,546,426,375 N/A
All Appeals
Total Number of Appeals(2) 168 163 141 161 111 744
Total Requested Reduction of All Appeals $ 344,536,642 $ 169,223,919 $ 196,627,515 $ 313,384,356 $ 733,887,013 $ 1,757,659,445
Number of Withdrawn / Denied Appeals 94 85 78 92 21 370 Number of Stipulated (Successful) Appeals 72 77 62 21 0 232 Total Number of Finalized Appeals 166 162 140 113 21 602
Rate of Successful Appeals(3) 43.4% 47.5% 44.3% 18.6% 0.0% 38.5% Number of Appeals Pending Decisions 2 1 1 48 90 142
Total Assessed Value of Finalized Appeals $ 726,707,472 $ 432,886,300 $ 434,304,622 $ 406,811,930 $ 755,375,874 $ 2,756,086,198
Granted Reductions
Granted Reduction Amount $ 55,099,100 $ 39,606,758 $ 40,921,695 $ 10,854,988 $ 0 $ 146,482,541 Total Granted Reduction Amount versus Requested
Reduction Amount(4)
16.0% 23.4% 20.8% 3.5% 0.0% 8.3%
Granted Reduction As % of Total Assessed Value of
Finalized Appeals (5)
7.6% 9.1% 9.4% 2.7% 0.0% 5.3%
Granted Reduction As % of Total Assessed Value(6) 0.6% 0.4% 0.4% 0.1% 0.0% N/A
Appeals Pending Decision
Total Assessed Value of Pending Appeals $ 1,163,026 $ 144,747 $ 147,642 $ 347,730,905 $ 676,964,212 $ 1,026,150,532 Requested Reduction Amount $ 539,288 $ 74,747 $ 77,642 $ 186,835,932 $ 270,087,181 $ 457,614,790 Requested Reduction As % of Total Assessed Value(7) 0.0% 0.0% 0.0% 1.4% 1.9% N/A
(1) The 5-year total represents the five most recently complete years, 2020-21 to 2024-25. (2) Total appeals filed from 2020 through 2025. Appeals where the applicant requested a higher value than the current assessed value were excluded because of potential flaws in the data.
(3) The number of stipulated appeals versus the total number of finalized appeals. (4) The total value of all granted reductions versus the total value of all requested reductions, regardless of decision status. (5) The granted reduction amount versus the total assessed value of parcels with finalized appeals. (6) The granted reduction amount versus the total Project Area assessed value. (7) The pending requested reduction amount versus the total Project Area assessed value.
Source: San Bernardino County Assessor’s Office and San Bernardino County Auditor-Controller.
64 4931-9616-6719v6/022726-0006
Tax refunds payable from resolved appeals (to the extent applicants are not delinquent in their property tax payments) are deducted by the County Auditor-Controller from current year gross property taxes before the County deposits Tax Increment Revenues to the RPTTF.
Over the past five years, the total granted reduction equals approximately 14% of the total requested reduction. Granted reductions have not exceeded 0.6% of the total Project Area assessed value in any of the previous five years. The effect of future successful property tax appeals has not been included in the projections of Pledged Tax Revenues presented in Tables 9A through 9D under the caption “PLEDGED TAX REVENUES” or Exhibits 8A through 8D set forth in the Fiscal Consultant Report (Appendix A) because the impact of appeals is consistently less than 1% of total assessed value. Additionally, the outcome of assessment appeals cannot be accurately predicted, either in terms of the number of appeals granted or the actual reduction in value. For more information about appeals and the Fiscal Consultant’s assumptions, see the Fiscal Consultant Report attached to this Official Statement as Appendix A.
PLEDGED TAX REVENUES
Projected Tax Revenues and Debt Service Coverage
The Authority has retained the Fiscal Consultant to provide projections of taxable valuation and Pledged Tax Revenues from the Combined Project Area. The projections of Pledged Tax Revenues within the Combined Project Area and broken down for the Victorville Area, the SCLA Area, and the Other Jurisdictions Area, are set forth in Tables 9A through 9D, respectively, and assume no growth in assessed value from Fiscal Year 2024-25 actual values, but include adjustments for completed property sales and developm ent not reflected in the County Assessor’s tax rolls for Fiscal Year 2025-26. For Fiscal Year 2025-26, the projected total assessed value in the Combined Project Area is approximately $15,433,461,745, which represents a 6.1% increase over the assessed value for Fiscal Year 2024-25.
Table 9A also sets forth the projected debt service coverage on the 2025 Bonds and Senior Bonds from projected Pledged Tax Revenues.
SB 107, which became effective September 22, 2015, amended the Dissolution Act to provide that the time limits for receiving property tax revenues and the limitation on the amount of property tax revenues that may be received by VVEDA set forth in the Redevelopment Plan are not effective for purposes of paying VVEDA’s and the VVEDA Members’ enforceable obligations. Accordingly, the projections set forth below in this Official Statement and in the Fiscal Consultant Report attached to this Official Statement as Appendix A do not take into account the time and financial limitations set forth in the Redevelopment Plan. See the Fiscal Consultant Report attached included in this Official Statement as Appendix A for more information on such time and financial limitations. The Authority believes that the assumptions (set forth in Appendix A) upon which the projections are based are reasonable; however, some assumptions will not materialize and unanticipated events and circumstances will occur. See the caption “RISK FACTORS.” Therefore, the actual Pledged Tax Revenues received during the forecast period will vary from the projections and the variations may be material.
65 4931-9616-6719v6/022726-0006
Table 9A
SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITY
Projection of Pledged Tax Revenues and Debt Service Coverage Combined Project Area – 100% of Pledged Tax Revenues
Fiscal
Year
Total Pledged
Tax
Revenue(1)
Total Debt
Service
Senior Bonds(2)
Total Debt
Service
2025 Bonds(2)*
Coverage
(Using Total
Pledge Tax
Revenue)*
Coverage
(Net of Senior
Bonds)*
Remaining
Pledged
Revenue Net of
Debt Service*
A B C D = A / (B + C) E = (A - B) / C F = A - B - C
2025-26 $ 59,845,753 $ 12,142,373 $ 8,399,000 2.91x 5.68x $ 39,304,381 2026-27 61,373,682 12,152,675 8,179,500 3.02 6.02 41,041,507 2027-28 61,373,682 12,154,893 8,174,500 3.02 6.02 41,044,290 2028-29 61,373,682 12,147,085 8,174,250 3.02 6.02 41,052,347 2029-30 61,373,682 12,145,523 8,173,000 3.02 6.02 41,055,160 2030-31 61,373,682 13,944,033 6,570,250 2.99 7.22 40,859,400 2031-32 61,373,682 13,946,900 6,545,500 2.99 7.25 40,881,282 2032-33 61,373,682 13,936,000 6,558,250 2.99 7.23 40,879,432 2033-34 61,373,682 13,940,753 6,556,250 2.99 7.23 40,876,680 2034-35 61,373,682 13,943,723 6,549,750 2.99 7.24 40,880,210 2035-36 61,373,682 13,943,418 6,548,500 3.00 7.24 40,881,765 2036-37 61,373,682 13,948,308 6,536,750 3.00 7.26 40,888,625 2037-38 61,373,682 13,940,853 6,544,500 3.00 7.25 40,888,330 2038-39 61,373,682 13,940,295 6,530,250 3.00 7.26 40,903,137 2039-40 61,373,682 13,944,160 6,534,500 3.00 7.26 40,895,022 2040-41 61,373,682 13,935,108 6,545,750 3.00 7.25 40,892,825 2041-42 61,373,682 13,941,598 6,533,000 3.00 7.26 40,899,085 2042-43 61,373,682 13,925,278 6,546,750 3.00 7.25 40,901,655 2043-44 61,373,682 18,085,000 - 3.39 - 43,288,682
2044-45 61,373,682 18,085,000 - 3.39 - 43,288,682
2045-46 61,373,682 18,085,000 - 3.39 - 43,288,682
2046-47 61,373,682 18,085,000 - 3.39 - 43,288,682
2047-48 61,373,682 18,085,000 - 3.39 - 43,288,682
2048-49 61,373,682 18,085,000 - 3.39 - 43,288,682
2049-50 61,373,682 18,085,000 - 3.39 - 43,288,682
* Preliminary, subject to change.
(1) Pledged Tax Revenue includes 100% of net Tax Increment Revenue from the Victorville Area and SCLA Area , and 50% of net Tax Increment Revenue from the Other Jurisdictions, after deduction of County Administrative Fees, Pass-Through Payments, and (with respect to the Other Jurisdictions Area) Housing Set-Aside. “A” equals the sum of the Pledged Tax Revenues in Tables 9B through 9D.
(2) Debt service payments are grouped by proposed payment allocation dates for the corresponding Fiscal Year ’s revenue. This is explained in the Fiscal Consultant Report .
66 4931-9616-6719v6/022726-0006
Table 9B
SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITY
Projection of Pledged Tax Revenue
Victorville Area Pledged Revenues – 100% of Net Tax Increment Revenues from Victorville Area Fiscal Year
Secured
Assessed Values
Unsecured
Assessed Values
Total
Assessed Value(1)
Incremental
Assessed Value
Estimated Gross
Tax Increment|
1%
County
Administrative
Fee 1%(2)
Estimated Pass
Through
Payments(3)
36.47%
Pledged
Revenue for
SCLAA Bonds
100%
A B C = A + B + fn(1) D = C - Base Year E = D x 1.00% F = E * 1.13% G = E x 36.47% H = (E + F +G) Base Year $ 2,216,157,006
2025-26 $ 9,008,325,997 $ 229,866,532 $ 9,238,192,529 $ 7,022,035,523 $ 70,220,355 $ (795,047) $ (25,611,120) $ 43,814,188 2026-27(4) 9,008,325,997 229,866,532 9,355,101,011 7,138,944,005 71,389,440 (808,284) (26,037,514) 44,543,642 2027-28 9,125,234,479 229,866,532 9,355,101,011 7,138,944,005 71,389,440 (808,284) (26,037,514) 44,543,642 2028-29 9,125,234,479 229,866,532 9,355,101,011 7,138,944,005 71,389,440 (808,284) (26,037,514) 44,543,642 2029-30 9,125,234,479 229,866,532 9,355,101,011 7,138,944,005 71,389,440 (808,284) (26,037,514) 44,543,642 2030-31 9,125,234,479 229,866,532 9,355,101,011 7,138,944,005 71,389,440 (808,284) (26,037,514) 44,543,642 2031-32 9,125,234,479 229,866,532 9,355,101,011 7,138,944,005 71,389,440 (808,284) (26,037,514) 44,543,642 2032-33 9,125,234,479 229,866,532 9,355,101,011 7,138,944,005 71,389,440 (808,284) (26,037,514) 44,543,642 2033-34 9,125,234,479 229,866,532 9,355,101,011 7,138,944,005 71,389,440 (808,284) (26,037,514) 44,543,642 2034-35 9,125,234,479 229,866,532 9,355,101,011 7,138,944,005 71,389,440 (808,284) (26,037,514) 44,543,642 2035-36 9,125,234,479 229,866,532 9,355,101,011 7,138,944,005 71,389,440 (808,284) (26,037,514) 44,543,642 2036-37 9,125,234,479 229,866,532 9,355,101,011 7,138,944,005 71,389,440 (808,284) (26,037,514) 44,543,642 2037-38 9,125,234,479 229,866,532 9,355,101,011 7,138,944,005 71,389,440 (808,284) (26,037,514) 44,543,642 2038-39 9,125,234,479 229,866,532 9,355,101,011 7,138,944,005 71,389,440 (808,284) (26,037,514) 44,543,642 2039-40 9,125,234,479 229,866,532 9,355,101,011 7,138,944,005 71,389,440 (808,284) (26,037,514) 44,543,642 2040-41 9,125,234,479 229,866,532 9,355,101,011 7,138,944,005 71,389,440 (808,284) (26,037,514) 44,543,642 2041-42 9,125,234,479 229,866,532 9,355,101,011 7,138,944,005 71,389,440 (808,284) (26,037,514) 44,543,642 2042-43 9,125,234,479 229,866,532 9,355,101,011 7,138,944,005 71,389,440 (808,284) (26,037,514) 44,543,642 2043-44 9,125,234,479 229,866,532 9,355,101,011 7,138,944,005 71,389,440 (808,284) (26,037,514) 44,543,642 2044-45 9,125,234,479 229,866,532 9,355,101,011 7,138,944,005 71,389,440 (808,284) (26,037,514) 44,543,642 2045-46 9,125,234,479 229,866,532 9,355,101,011 7,138,944,005 71,389,440 (808,284) (26,037,514) 44,543,642 2046-47 9,125,234,479 229,866,532 9,355,101,011 7,138,944,005 71,389,440 (808,284) (26,037,514) 44,543,642 2047-48 9,125,234,479 229,866,532 9,355,101,011 7,138,944,005 71,389,440 (808,284) (26,037,514) 44,543,642 2048-49 9,125,234,479 229,866,532 9,355,101,011 7,138,944,005 71,389,440 (808,284) (26,037,514) 44,543,642 2049-50 9,125,234,479 229,866,532 9,355,101,011 7,138,944,005 71,389,440 (808,284) (26,037,514) 44,543,642
(1) Includes $36,091,269 in additional value for new development and $80,817,213 for property transfers completed from January 2025 to July 2025 and not included in the assessed values for Fiscal Year 2025-26. See the captions “THE COMBINED PROJECT AREA — New Development” and “— Transfers of Ownership.”
(2) County Administrative Fee calculated as 1.13% of Gross Tax Increment Revenues. (3) Pass through payments are projected using a simplified approximation of the Auditor-Controller’s methodology. (4) The San Bernardino County Assessor has not yet finalized Fiscal Year 2026-27 assessed values. For the purpose of this report, these values are estimated by using the Fiscal Year 2025-26 assessed values, adding value due to new development and sales, and assuming no growth.
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Table 9C
SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITY
Projection of Pledged Tax Revenue
SCLA Area - 100% of Net Tax Increment Revenues from SCLA Area Fiscal Year
Secured
Assessed Values
Unsecured
Assessed Values
Total
Assessed Value(1)
Incremental
Assessed Value
Estimated Gross
Tax Increment
1%
County
Administrative
Fee 1.13%(2)
Estimated Pass
Through
Payments(3)
38.90%
Pledged
Revenue for
SCLAA Bonds
100%
A B C = A + B + fn(1) D = C - Base Year E = D x 1.00% F = E * 1.13% G = E x 38.90% H = (E + F + G) Base Year $ 7,854,350
2025-26 $ 1,222,996,754 $ 434,193,662 $ 1,657,190,416 $ 1,649,336,066 $ 16,493,361 $(186,741) $ (6,360,031) $ 9,946,589 2026-27(4) 1,222,996,754 434,193,662 1,772,011,251 1,764,156,901 17,641,569 (199,741) (6,802,794) 10,639,034 2027-28 1,337,817,589 434,193,662 1,772,011,251 1,764,156,901 17,641,569 (199,741) (6,802,794) 10,639,034 2028-29 1,337,817,589 434,193,662 1,772,011,251 1,764,156,901 17,641,569 (199,741) (6,802,794) 10,639,034 2029-30 1,337,817,589 434,193,662 1,772,011,251 1,764,156,901 17,641,569 (199,741) (6,802,794) 10,639,034 2030-31 1,337,817,589 434,193,662 1,772,011,251 1,764,156,901 17,641,569 (199,741) (6,802,794) 10,639,034 2031-32 1,337,817,589 434,193,662 1,772,011,251 1,764,156,901 17,641,569 (199,741) (6,802,794) 10,639,034 2032-33 1,337,817,589 434,193,662 1,772,011,251 1,764,156,901 17,641,569 (199,741) (6,802,794) 10,639,034 2033-34 1,337,817,589 434,193,662 1,772,011,251 1,764,156,901 17,641,569 (199,741) (6,802,794) 10,639,034 2034-35 1,337,817,589 434,193,662 1,772,011,251 1,764,156,901 17,641,569 (199,741) (6,802,794) 10,639,034 2035-36 1,337,817,589 434,193,662 1,772,011,251 1,764,156,901 17,641,569 (199,741) (6,802,794) 10,639,034 2036-37 1,337,817,589 434,193,662 1,772,011,251 1,764,156,901 17,641,569 (199,741) (6,802,794) 10,639,034 2037-38 1,337,817,589 434,193,662 1,772,011,251 1,764,156,901 17,641,569 (199,741) (6,802,794) 10,639,034 2038-39 1,337,817,589 434,193,662 1,772,011,251 1,764,156,901 17,641,569 (199,741) (6,802,794) 10,639,034 2039-40 1,337,817,589 434,193,662 1,772,011,251 1,764,156,901 17,641,569 (199,741) (6,802,794) 10,639,034 2040-41 1,337,817,589 434,193,662 1,772,011,251 1,764,156,901 17,641,569 (199,741) (6,802,794) 10,639,034 2041-42 1,337,817,589 434,193,662 1,772,011,251 1,764,156,901 17,641,569 (199,741) (6,802,794) 10,639,034 2042-43 1,337,817,589 434,193,662 1,772,011,251 1,764,156,901 17,641,569 (199,741) (6,802,794) 10,639,034 2043-44 1,337,817,589 434,193,662 1,772,011,251 1,764,156,901 17,641,569 (199,741) (6,802,794) 10,639,034 2044-45 1,337,817,589 434,193,662 1,772,011,251 1,764,156,901 17,641,569 (199,741) (6,802,794) 10,639,034 2045-46 1,337,817,589 434,193,662 1,772,011,251 1,764,156,901 17,641,569 (199,741) (6,802,794) 10,639,034 2046-47 1,337,817,589 434,193,662 1,772,011,251 1,764,156,901 17,641,569 (199,741) (6,802,794) 10,639,034 2047-48 1,337,817,589 434,193,662 1,772,011,251 1,764,156,901 17,641,569 (199,741) (6,802,794) 10,639,034 2048-49 1,337,817,589 434,193,662 1,772,011,251 1,764,156,901 17,641,569 (199,741) (6,802,794) 10,639,034 2049-50 1,337,817,589 434,193,662 1,772,011,251 1,764,156,901 17,641,569 (199,741) (6,802,794) 10,639,034
(1) Includes $114,820,835 in additional value for new development completed between January 2025 and July 2025 and not included in assessed value for Fiscal Year 2025-26. See caption, “THE COMBINED PROJECT AREA — New Development.”
(2) County Administrative Fee calculated as 1.13% of Gross Tax Increment Revenues. (3) Pass through payments are projected using a simplified approximation of the Auditor-Controller’s methodology. (4) The San Bernardino County Assessor has not yet established Fiscal Year 2026 -27 assessed values. For the purpose of this report, these values are estimated by using the Fiscal Year 2025 -26 assessed values, adding value due to new development and sales, and assuming no growth.
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Table 9D
SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITY
Projection of Pledged Tax Revenue
Other Jurisdictions Area Pledged Revenues – 50% of Net Tax Increment Revenues from Other Jurisdictions Area Fiscal Year
Secured
Assessed Values
Unsecured
Assessed Values
Total
Assessed Value(1)
Incremental
Assessed Value
Estimated
Gross
Tax Increment
1%
County
Administrative
Fee 1.13%(2)
Low & Moderate
Income Housing
Set-Aside
20%
Estimated Pass
Through
Payments(2)
37.80%
Pledged Revenue
for SCLAA
Bonds
50%
A B C = A + B + fn(1) D = C - Base Year E = D x 1.00% F = E * 1.13% G = E x 20% H = E x 37.80% J = (E + F + G + H) Base Year $ 1,575,011,758
2025-26 $ 4,457,740,292 $ 80,338,508 $ 4,538,078,800 $2,963,067,042 $ 29,630,670 $ (335,484) $ (5,926,134) $ (11,199,101) $6,084,976 2026-27(4) 4,457,740,292 80,338,508 4,589,709,694 3,014,697,936 30,146,979 (341,329) (6,029,396) (11,394,243) 6,191,005 2027-28 4,509,371,186 80,338,508 4,589,709,694 3,014,697,936 30,146,979 (341,329) (6,029,396) (11,394,243) 6,191,005 2028-29 4,509,371,186 80,338,508 4,589,709,694 3,014,697,936 30,146,979 (341,329) (6,029,396) (11,394,243) 6,191,005 2029-30 4,509,371,186 80,338,508 4,589,709,694 3,014,697,936 30,146,979 (341,329) (6,029,396) (11,394,243) 6,191,005 2030-31 4,509,371,186 80,338,508 4,589,709,694 3,014,697,936 30,146,979 (341,329) (6,029,396) (11,394,243) 6,191,005 2031-32 4,509,371,186 80,338,508 4,589,709,694 3,014,697,936 30,146,979 (341,329) (6,029,396) (11,394,243) 6,191,005 2032-33 4,509,371,186 80,338,508 4,589,709,694 3,014,697,936 30,146,979 (341,329) (6,029,396) (11,394,243) 6,191,005 2033-34 4,509,371,186 80,338,508 4,589,709,694 3,014,697,936 30,146,979 (341,329) (6,029,396) (11,394,243) 6,191,005 2034-35 4,509,371,186 80,338,508 4,589,709,694 3,014,697,936 30,146,979 (341,329) (6,029,396) (11,394,243) 6,191,005 2035-36 4,509,371,186 80,338,508 4,589,709,694 3,014,697,936 30,146,979 (341,329) (6,029,396) (11,394,243) 6,191,005 2036-37 4,509,371,186 80,338,508 4,589,709,694 3,014,697,936 30,146,979 (341,329) (6,029,396) (11,394,243) 6,191,005 2037-38 4,509,371,186 80,338,508 4,589,709,694 3,014,697,936 30,146,979 (341,329) (6,029,396) (11,394,243) 6,191,005 2038-39 4,509,371,186 80,338,508 4,589,709,694 3,014,697,936 30,146,979 (341,329) (6,029,396) (11,394,243) 6,191,005 2039-40 4,509,371,186 80,338,508 4,589,709,694 3,014,697,936 30,146,979 (341,329) (6,029,396) (11,394,243) 6,191,005 2040-41 4,509,371,186 80,338,508 4,589,709,694 3,014,697,936 30,146,979 (341,329) (6,029,396) (11,394,243) 6,191,005 2041-42 4,509,371,186 80,338,508 4,589,709,694 3,014,697,936 30,146,979 (341,329) (6,029,396) (11,394,243) 6,191,005 2042-43 4,509,371,186 80,338,508 4,589,709,694 3,014,697,936 30,146,979 (341,329) (6,029,396) (11,394,243) 6,191,005 2043-44 4,509,371,186 80,338,508 4,589,709,694 3,014,697,936 30,146,979 (341,329) (6,029,396) (11,394,243) 6,191,005 2044-45 4,509,371,186 80,338,508 4,589,709,694 3,014,697,936 30,146,979 (341,329) (6,029,396) (11,394,243) 6,191,005 2045-46 4,509,371,186 80,338,508 4,589,709,694 3,014,697,936 30,146,979 (341,329) (6,029,396) (11,394,243) 6,191,005 2046-47 4,509,371,186 80,338,508 4,589,709,694 3,014,697,936 30,146,979 (341,329) (6,029,396) (11,394,243) 6,191,005 2047-48 4,509,371,186 80,338,508 4,589,709,694 3,014,697,936 30,146,979 (341,329) (6,029,396) (11,394,243) 6,191,005 2048-49 4,509,371,186 80,338,508 4,589,709,694 3,014,697,936 30,146,979 (341,329) (6,029,396) (11,394,243) 6,191,005 2049-50 4,509,371,186 80,338,508 4,589,709,694 3,014,697,936 30,146,979 (341,329) (6,029,396) (11,394,243) 6,191,005
(1) Includes $51,630,894 in additional value for property transfers completed between January 2025 and July 2025 and not included in the assessed values for Fiscal Year 2025 -26. See the caption “THE COMBINED PROJECT AREA — Transfers of Ownership.”
(2) County Administrative Fee calculated as 1.13% of Gross Tax Increment Revenues. (3) Pass through payments are projected using a simplified approximation of the Auditor -Controller’s methodology. (4) The San Bernardino County Assessor has not yet finalized Fiscal Year 2026 -27 assessed values. For the purpose of this report, these values are estimated by using the Fiscal Year 2025- 26 assessed values, adding value due to new development and sales, and assuming no growth.
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RISK FACTORS
The following information should be considered by prospective investors in evaluating the 2025 Bonds.
However, the following does not purport to be an exhaustive listing of risks and other considerations which may be relevant to investing in the 2025 Bonds. In addition, the order in which the following information is presented is not intended to reflect the relative importance of any such risks.
The various legal opinions to be delivered concurrently with the issuance of the 2025 Bonds will be qualified as to the enforceability of the various legal instruments by limitations imposed by State and federal laws, rulings and decisions affecting remedi es, and by bankruptcy, reorganization or other laws of general application affecting the enforcement of creditors’ rights, and the application of equitable principles.
Reduction in Taxable Value
Pledged Tax Revenues allocated to the VVEDA RPTTF are determined by the amount of incremental taxable value in the Project Area and the current rate or rates at which property in the Project Area is taxed. The reduction of taxable values of property in the Project Area caused by economic factors beyond the Authority’s control, such as relocation out of the Project Area by one or more major tenants, sale of property to a government entity or non- profit corporation exempt from property taxation or the comple te or partial destruction of such property caused by, among other eventualities, earthquake or other natural disaster, could cause a reduction in the Pledged Tax Revenues that provide for the repayment of and secure the 2025 Bonds. Such reduction in Pledged Tax Revenues could have an adverse effect on the Authority’s ability to make timely payments on the 2025 Bonds.
As described in greater detail under the caption “PROPERTY TAXATION IN CALIFORNIA — Article XIIIA of the State Constitution,” Article XIIIA provides that the full cash value base of real property used in determining taxable value may be adjusted from year to year to reflect the inflation rate, not to exceed a 2% increase for any given year, or may be reduced to reflect a reduction in the consumer price index, comparable local data or any reduction in the event of declining property value caused by damage, destruction or other factors (as described above). Such measure is computed on a calendar year basis. Any resulting reduction in the full cash value base over the term of the 2025 Bonds could reduce Pledged Tax Revenues securing the 2025 Bonds.
In addition to the other limitations on and required application under the Dissolution Act of Pledged Tax Revenues on deposit in the Redevelopment Property Tax Trust Fund, as described in this Official Statement, the State electorate or Legislature could adopt a constitutional or legislative property tax reduction with the effect of reducing Pledged Tax Revenues allocated to the Redevelopment Property Tax Trust Fund and available to the Authority. Although the federal and State Constitutions include clause s generally prohibiting the Legislature’s impairment of contracts, there are also recognized exceptions to these prohibitions. There is no assurance that the State electorate or Legislature will not at some future time approve additional limitations that could reduce the Pledged Tax Revenues and adversely affect the source of repayment and security of the 2025 Bonds.
Notwithstanding the foregoing, the assessed value of property within the Project Area for Fiscal Year 2025-26 could be reduced by 49.24%
* and still produce sufficient Pledged Tax Revenues to pay the projected 2025 Bonds and Senior Bonds (assuming value is lost proportionately across the various components of the Project Area).
Risks to Real Estate Market
The Authority’s ability to make payments on the 2025 Bonds, and therefore the Authority’s ability to pay debt service on the 2025 Bonds, is dependent upon the economic strength of the Project Area. The general
* Preliminary, subject to change.
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economy of the Project Area is subject to all of the risks generally associated with urban real estate markets.
Real estate prices and development may be adversely affected by changes in general economic conditions, fluctuations in the real estate market and interest rates, unexpected increases in development costs, the supply of or demand for competitive properties in such area, the market value of property in the event of sale or foreclosure and other similar factors. Furthermore, real estate developmen t within the Project Area could be adversely affected by limitations of infrastructure or future governmental policies, including governmental policies to restrict or control development, changes in real estate tax rates and other operating expenses, zoning laws and laws relating to threatened and endangered species and hazardous materials and fiscal policies, as well as natural disasters (including, without limitation, earthquakes, wildfires and floods), which may result in uninsured losses.
In addition, if there is a decline in the general economy of the Project Area, the owners of property within the Project Area may be less able or less willing to make timely payments of property taxes or may petition for reduced assessed valuation causing a delay or interruption in the receipt of Pledged Tax Revenues by the Authority from the Project Area.
Because assessed values do not necessarily indicate fair market values, the declines in fair market values in recent years may have been even greater than the declines in assessed valuations, although it is also possible that market values could be greater than assessed valuations at any given time. No assurance can be given that the individual parcel owners will pay property taxes in the future or that they will be able to pay such taxes on a timely basis. See the caption “ —Bankruptcy and Foreclosure” for a discussion of certain limitations on the City’s ability to pursue judicial proceedings with respect to delinquent parcels.
Reduction in Inflation Rate
As described in greater detail above, Article XIIIA of the State Constitution provides that the full cash value of real property used in determining taxable value may be adjusted from year to year to reflect the rate of inflation, not to exceed a 2% increase for any given year, or may be reduced to reflect a reduction in the consumer price index or comparable local data. Such measure is computed on a calendar year basis. Because Article XIIIA limits inflationary assessed value adjustments to the lesser of the actual inflationary rate or 2%, there have been years in which the assessed values were adjusted by actual inflationary rates, which were less than 2%.
The State Board of Equalization directed county assessors to use 2.0% as the inflation factor for purposes of preparing the 2025-26 tax roll.
The Authority is unable to predict if any adjustments to the full cash value of real property within the Project Area, whether an increase or a reduction, will be realized in the future.
Development Risks
There remain undeveloped areas within the Project Area. See Tables 5 and 6 under the caption “THE PROJECT AREA—Project Area Characteristics.”
The remaining developments within the Project Area will be subject to all the risks generally associated with real estate development. Projected development within the Project Area may be subject to unexpected delays, disruptions and changes. Real estate development operations may be adversely affected by changes in general economic conditions, fluctuations in the real estate market and interest rates, unexpected increases in development costs and by other similar factors. Further, real estate development operations within the Project Area could be adversely affected by future governmental policies, including governmental policies to restrict or control development. If projected development in the Project Area is delayed or halted, the economy of the Project Area could be affected. If such events lead to a decline in assessed values, they could cause a reduction in Pledged Tax Revenues. In addition, if there is a decline in the general economy of the Project Area, the owners of property within the Project Area may be less able or less willing to make timely payments of property taxes causing a delay or stoppage of the Pledged Tax Revenues received by the Authority from the Project Area.
In addition, the insolvency or bankruptcy of one or more large owners of property within the Project Area could
71 4931-9616-6719v6/022726-0006
delay or impair the receipt of Pledged Tax Revenues by the Authority, which could in turn delay or impair the ability of the Authority to pay debt service on the 2025 Bonds.
The projected Pledged Tax Revenues set forth in the Fiscal Consultant Report and under the caption “PLEDGED TAX REVENUES” do not assume future development within the Project Area.
Concentration of Ownership
Based upon the fiscal year 2025- 26 locally assessed tax roll reported by the County Assessor, the ten largest property taxpayers in the Combined Project Area were responsible for approximately 13.41% of the Combined Project Area assessed value and approximately 17.78% of the total incremental assessed value within the Combined Project Area. The ten largest property taxpayers in the Victorville Area were responsible for approximately 5.27% of the assessed value in Victorville Area, the ten largest property taxpayers in the SCLA Area were re sponsible for approximately 85.96 % of the assessed value in SCLA Area , and the ten largest property taxpayers in the Other Jurisdictions Area were responsible for approximately 17.12 % of the assessed value in Other Jurisdictions Area. The Victorville Area is anticipated to generate approximately 60.36% of the total Tax Increment Revenue in the Combined Project Area in Fiscal Year 202 5-26. See the Fiscal Consultant Report attached to this Official Statement as Appendix A.
Concentration of ownership presents a risk in that if one or more of the largest property owners were to default on their taxes, or were to successfully appeal the tax assessments on property within the Project Area, a substantial decline in Pledged Tax Revenues could result. See Tables 4A through 4D under the caption “THE PROJECT AREA—Project Area Characteristics” for more information about the ten largest property taxpayers within the Combined Project Area, the Victorville Area, the SCLA Area, and the Other Jurisdictions Area, and see “THE PROJECT AREA—Assessment Appeals” for information as to pending appeals of tax assessments.
See the Fiscal Consultant Report attached hereto as Appendix A for more information regarding pending assessment appeals filed by certain of the top ten taxpayers in the Victorville Area, the SCLA Area , and the Other Jurisdictions Area.
Levy and Collection of Taxes
The Authority has no independent power to levy or collect property taxes. Any reduction in the tax rate or the implementation of any constitutional or legislative property tax decrease could reduce the Pledged Tax Revenues, and accordingly, could have an adverse impact on the security for and the ability of the Authority to repay the 2025 Bonds.
Likewise, delinquencies in the payment of property taxes by the owners of land in the Project Area, and the impact of bankruptcy proceedings on the ability of taxing agencies to collect property taxes, could have an adverse effect on the Authority’s ability to make timely payments on the 2025 Bonds. As discussed under the caption “PROPERTY TAXATION IN CALIFORNIA—Property Tax Collection Procedures—Delinquencies,” the County does not include any former redevelopment project areas in its Teeter Plan. Any reduction in Pledged Tax Revenues, whether for any of these reasons or any other reasons, could have an adverse effect on the Authority’s ability to pay debt service on the 2025 Bonds. See Table 3 and the Fiscal Consultant Report attached as Appendix A for more information regarding property tax collections in the County.
State Budget Issues
AB X1 26 and AB 1484 were enacted by the State Legislature and Governor as trailer bills necessary to implement provisions of the State’s budget acts for its fiscal years 2011- 12 and 2012-13, respectively, and constituted efforts to address structural defi cits in the State general fund budget. In general terms, these bills implemented a framework to transfer cash assets which were previously held by redevelopment agencies to cities, counties and special districts to fund core public services, with assets t ransferred to schools offsetting State general fund costs (then projected savings of $1.5 billion). There can be no assurance that additional
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legislation will not be enacted in the future to additionally implement provisions relating to the State budget or otherwise that may affect successor agencies or tax increment revenues, including Pledged Tax Revenues.
SB 107, which made extensive amendments to the Dissolution Act, was enacted following the adoption of the State fiscal year 2015-16 budget, after having initially been presented as AB 113, a trailer bill to the State fiscal year 2015 -16 budget. SB 107 cha nged the process for submitting Recognized Obligation Payment Schedules from a six -month to an annual process, authorized successor agencies to submit and obtain DOF approval of a Last and Final ROPS to govern all remaining payment obligations of successor agencies, altered the provisions governing the distribution of Redevelopment Property Tax Trust Fund moneys attributable to pension and State Water Project tax rate overrides and eliminated the impact of financial and time limitations in redevelopment plans for purposes of paying enforceable obligations, among other changes to the Dissolution Act. These statutory amendments impact the manner in which successor agencies claim Redevelopment Property Tax Trust Fund moneys for enforceable obligations and, for some successor agencies, impact the amount of Redevelopment Property Tax Trust Fund moneys that will be available for payment of a successor agency’s enforceable obligations.
Information about the State budget is regularly available at various State-maintained websites. Text of proposed and adopted budgets may be found at the website of the DOF, http://www.dof.ca.gov, under the heading “California Budget.” An impartial analysis of the budget is posted by the Legislative Analyst’s Office (the “LAO”) at http://www.lao.ca.gov. In addition, various State official statements, many of which contain a summary of the current and past State budgets and the impact of those budgets on c ities in the State, may be found at the website of the State Treasurer, http://www.treasurer.ca.gov. The information referred to is prepared by the respective State agency maintaining each website and not by the Authority or the Underwriter, and the Authority and the Underwriter take no responsibility for the continued accuracy of these Internet addresses or for the accuracy, completeness or timeliness of information posted thereon, and such information is not incorporated herein by these references.
For additional information regarding the 2024-25 State Budget and the 2025-26 Governor’s Budget and May Revise, see the DOF’s website at www.dof.ca.gov and the LAO’s website at www.lao.ca.gov.
None of the websites or webpages that are referenced above is in any way incorporated into this Official Statement. They are cited for informational purposes only. Neither the Authority nor the Underwriter makes any representation whatsoever as to the accuracy or completeness of any of the information on such websites.
There can be no assurance that additional legislation will not be enacted in the future to additionally implement provisions relating to the State budget or otherwise that may affect successor agencies or tax increment revenues.
Recognized Obligation Payment Schedule
The Dissolution Act provides that, commencing on the date that the first Recognized Obligation Payment Schedule is valid thereunder, only those obligations listed in the Recognized Obligation Payment Schedule may be paid by the VVEDA (and therefore the Authority) from the funds specified in the Recognized Obligation Payment Schedule. Before each February 1, with respect to the following fiscal year, the Dissolution Act requires successor agencies to prepare, approve and submit to the successor agencies’ oversight boards and the DOF for approval a Recognized Obligation Payment Schedule pursuant to which enforceable obligations (as described under the caption “SECURITY FOR THE 2025 BONDS —Recognized Obligation Payment Schedule”) of the successor agency are lis ted, together with the source of funds to be used to pay for each enforceable obligation. Tax revenues will not be distributed from a Redevelopment Property Tax Trust Fund by the County Auditor-Controller to a successor agency’s Redevelopment Obligation R etirement Fund without a duly approved and effective Recognized Obligation Payment Schedule obtained in sufficient time prior to the June 1 property tax distribution date. See the caption “SECURITY FOR THE 2025 BONDS —Recognized Obligation Payment Schedule ” and “PROPERTY TAXATION IN CALIFORNIA —Property Tax Collection
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Procedures—Recognized Obligation Payment Schedule.” VVEDA has filed each of its Recognized Obligation Payment Schedules on or before the applicable statutory deadline.
In the event that VVEDA fails to file a Recognized Obligation Payment Schedule with respect to a fiscal year, the availability of Pledged Tax Revenues to the Authority could be adversely affected for such period. In the event that a successor agency fails to submit to the DOF an oversight board-approved Recognized Obligation Payment Schedule complying with the provisions of the Dissolution Act within five business days of the date upon which the Recognized Obligation Payment Schedule is to be used to determine the amount of property tax allocations, the DOF may determine if any amount should be withheld by the applicable county auditor - controller for payments for enforceable obligations from distribution to taxing entities pursuant to clause (iv) below, pending approval of a Recognized Obligation Payment Schedule. Upon notice provided by the DOF to the county auditor-controller of an amount to be withheld from allocations to taxing entities, the county auditor- controller must distribute to taxing entities any moneys in the Redevelopment Property Tax Trust Fund in excess of the withholding amount set forth in the notice, and the county auditor -controller must distribute withheld funds to the successor agency only in accordance with a Recognized Obligation Payment Schedule when and as approved by the DOF.
Typically, under the Redevelopment Property Tax Trust Fund distribution provisions of the Dissolution Act, the county auditor-controller is to distribute funds for each six-month period (after retention of amounts due to county auditor-controllers for administrative fees) in the following order specified in Section 34183 of the Dissolution Act:
(i) First, to each local agency and school entity, to the extent applicable, amounts required for pass-through payments that such entity would have received under provisions of the Redevelopment Law, as those provisions read on January 1, 2011, including the Negotiated Pass-Through Amounts and Statutory Pass- Through Amounts. Pension or State Water Project override revenues that are not pledged to or not needed for debt service on successor agency debt will be allocated and paid to the entity that levies the override; (ii) Second, to the successor agency for payments listed in its Recognized Obligation Payment Schedule;
(iii) Third, to the successor agency for the administrative cost allowance, as defined in the Dissolution Act; and
(iv) Fourth, the remainder is distributed to the taxing entities in an amount proportionate to such taxing entity’s share of property tax revenues in the tax rate area in such Fiscal Year (without adjustment for pass-through obligations).
VVEDA is responsible for submitting its annual Recognized Obligation Payment Schedules including all payments required under enforceable obligations of the Authority, the Apple Valley Successor Agency, and VVEDA, respectively. The Authority has covenanted in the Indenture to use its best efforts to cause VVEDA to include all payments on the 2025 Bonds and Senior Bonds and all other amounts due under the Indenture in VVEDA’s Recognized Obligation Payment Schedules in accordance with the requirements specifi ed in the Indenture. However, VVEDA is not a party to the Indenture and relies on the Authority to request Pledged Tax Revenues from VVEDA for inclusion in future Recognized Obligation Repayment Schedules. In the event that VVEDA were to fail to include such amounts in its Recognized Obligation Payment Schedules or the Authority were to fail to request such Pledged Tax Revenues from VVEDA in a timely manner, the availability of Pledged Tax Revenues to the Authority to make payments on the 2025 Bonds would be adversely affected.
The Authority has covenanted in the Indenture to take all actions required under the Dissolution Act to enable the County Auditor-Controller to distribute from the VVEDA RPTTF on each RPTTF Distribution Date amounts required for the Authority to pay debt s ervice on the 2025 Bonds and the Senior Bonds and other amounts required under the Indenture. See the caption “SECURITY FOR THE 2025 BONDS —Recognized
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Obligation Payment Schedule —Covenant Relating to Recognized Obligation Payment Schedule ” and Appendix C.
The Dissolution Act also imposes certain penalties in the event that a successor agency does not timely submit a Recognized Obligation Payment Schedule for each fiscal year. Specifically, a Recognized Obligation Payment Schedule must be submitted by the s uccessor agency, after approval by the oversight board, to the county administrative officer, the county auditor-controller, the DOF and the State Controller by February 1 in each year with respect to the following Fiscal Year. If a successor agency does not submit an oversight board- approved Recognized Obligation Payment Schedule by such deadline, the city or county that provides for its governance will be subject to a civil penalty equal to $10,000 per day for every day that the schedule is not submitted. Additionally, the successor agency’s administrative cost allowance will be reduced by 25% for any fiscal year for which the successor agency does not submit an oversight board-approved Recognized Obligation Payment Schedule within 10 days of the February 1 deadline. If a successor agency fails to submit a Recognized Obligation Payment Schedule by the February 1 deadline, any creditor of the successor agency, the DOF or any affected taxing entity will have standing to, and may request a writ of mandate to, require the successor agency to immediately perform this duty. For additional information regarding procedures under the Dissolution Act relating to late Recognized Obligation Payment Schedules and implications thereof for payments on the 2025 Bonds, see the captions “SECURITY FOR THE 2025 BONDS —Recognized Obligation Payment Schedule— Covenant Relating to Recognized Obligation Payment Schedule” and “THE PROJECT AREA —Project Area Characteristics.”
Last and Final Recognized Obligation Payment Schedule
SB 107 amended the Dissolution Act to permit certain successor agencies with limited remaining obligations to submit a Last and Final ROPS for approval by the oversight board and DOF. The Last and Final ROPS must list the remaining enforceable obligations of the successor agency, including the total outstanding obligation amount and a schedule of remaining payments for each enforceable obligation. The Last and Final ROPS shall also establish the maximum amount of Redevelopment Property Tax Trust Funds to be distributed to the successor agency for each remaining fiscal year until all obligations have been fully paid.
Any revenues, interest, and earnings of the successor agency, including proceeds from the disposition of real property, that are not authorized for use pursuant to the approved Last and Final ROPS shall be remitted to the county auditor -controller for dist ribution to the affected taxing entities. A successor agency shall not expend more than the amount approved for each enforceable obligation listed on the approved Last and Final ROPS and once the successor agency has received Redevelopment Property Tax Tr ust Fund moneys equal to the amount of the total outstanding obligations approved in the Last and Final ROPS, the county auditor - controller will not allocate further Redevelopment Property Tax Trust Fund moneys to the successor agency.
Successor agencies may only amend an approved Last and Final ROPS twice. If VVEDA prepares and obtains DOF approval of a Last and Final ROPS and subsequently amends the Last and Final ROPS two times, the Authority may be unable to make unexpected or unscheduled reserve deposits or payments due to the Insurer or insurers of the Senior Bonds or any Parity Debt.
To the Authority’s knowledge, VVEDA has no current plans to seek approval of a Last and Final ROPS.
The Authority has covenanted in the Indenture not to cooperate with VVEDA in connection with the submittal by VVEDA to the Oversight Board or the DOF a req uest for the final amendment permitted for any Last and Final ROPS of VVEDA without the prior written consent of the Insurer, unless all amounts that could become due and payable to the Insurer under the Indenture would be included as a line item on such L ast and Final ROPS, as amended. However, VVEDA is not a party to the Indenture and is not prohibited by such documents from submitting a request for the final amendment permitted for any Last and Final Recognized Obligation Payment Schedule of VVEDA.
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Bankruptcy and Foreclosure
The payment of the property taxes from which Pledged Tax Revenues are derived and the ability of the County to foreclose the lien of a delinquent unpaid tax may be limited by bankruptcy, insolvency or other laws generally affecting creditors’ rights (such as the Soldiers’ and Sailors’ Relief Act of 1940 discussed below) or by the laws of the State relating to judicial foreclosure. In addition, the prosecution of a foreclosure action could be delayed due to crowded local court calendars or delays in the legal process. The various legal opinions to be delivered concurrently with the delivery of the 2025 Bonds (including Bond Counsel’s approving legal opinions) will be qualified as to the enforceability of the various legal instruments by bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights, by the application of equitable principles and by the exercise of judicial discretion in appropriate cases.
Although bankruptcy proceedings would not cause the liens to become extinguished, bankruptcy of a property owner could result in a delay in prosecuting superior court foreclosure proceedings because federal bankruptcy laws may provide for an automatic stay of foreclosure and sale of tax sale proceedings. Such delay would increase the possibility of delinquent tax installments not being paid in full and thereby increase the likelihood of a delay or default in payment of the 2025 Bonds. Moreover, if the value of the subject property is less than the lien of property taxes, such excess could be treated as an unsecured claim by the bankruptcy court.
Further, should remedies be exercised under the federal bankruptcy laws, payment of property taxes may be subordinated to bankruptcy law priorities. Thus, certain claims may have priority over property taxes in a bankruptcy proceeding even though they would not outside of a bankruptcy proceeding.
In addition, the United States Bankruptcy Code might prevent moneys on deposit in the Redevelopment Obligation Retirement Fund from being applied to pay the interest on the 2025 Bonds and/or to prepay the 2025 Bonds if bankruptcy proceedings were brought by or against a landowner and if the court found that any of such landowner had an interest in such moneys within the meaning of Section 541(a)(1) of the United States Bankruptcy Code.
Other laws generally affecting creditors’ rights or relating to judicial foreclosure may affect the ability to enforce payment of property taxes or the timing of enforcement thereof. For example, the Soldiers and Sailors Civil Relief Act of 1940 affords protections such as a stay in enforcement of the foreclosure covenant, a six- month period after termination of military service to redeem property sold to enforce the collection of a tax or assessment and a limitation on the interest rate on the delinquent tax or assessment to persons in military service if a court concludes that the ability to pay such taxes or assessments is materially affected by reason of such service.
As discussed under the caption “PROPERTY TAXATION IN CALIFORNIA —Property Tax Collection Procedures—Delinquencies,” former redevelopment project areas are not included in the County’s Teeter Plan, and therefore the receipt of property taxes within the Project Area is subject to delinquencies.
Estimated Revenues
In estimating that Pledged Tax Revenues will be sufficient to pay the 2025 Bonds and Senior Bonds, the Authority and the Fiscal Consultant have made certain assumptions with regard to present and future assessed valuation in the Project Area, future tax ra tes and percentage of taxes collected. The Authority believes these assumptions to be reasonable, but there is no assurance that these assumptions will be realized. To the extent that the assessed valuation and the tax rates are less than expected, the Pledged Tax Revenues which are available to pay the 2025 Bonds and Senior Bonds will be less than those projected and such reduced Pledged Tax Revenues may be insufficient to provide for the payment of the 2025 Bonds and Senior Bonds. See Appendix A and the caption “PLEDGED TAX REVENUES.”
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Hazardous Substances
While governmental taxes, assessments, and charges are a common claim against the value of a taxable parcel, other less common claims may be relevant. One example is a claim with regard to a hazardous substance.
The presence of hazardous substances on a parcel may result in a reduction in the value of a parcel. In general, the owners and operators of a taxable parcel may be required by law to remedy conditions of the parcel relating to releases or threatened releases of hazardous substances. The federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, sometimes referred to as “CERCLA” or the “Superfund Act,” is the most well- known and widely applicable of these laws, but State and loc al 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 hazardous substance condition of property whether or not the owner (or operator) has anything to do with creating or handling the hazardous substance. The effect, therefore, should any of the taxable parcels be affected by a hazardous substance is to reduce the marketability and value of the parcel by the costs of remedying the condition, because the purchaser, upon becoming owner, will become obligated to remedy the condition just as is the seller. Further, such liabilities may arise not simply from the existence of a hazardous substance but from the method of handling it. All of these possibilities could significantly affect the value of the property that is realizable upon a delinquency and foreclosure.
Further, it is possible that liabilities may arise in the future with respect to any of the taxable parcels resulting from the existence, currently, on the parcel of a substance presently classified as hazardous but which has not been released or the release of which is not presently threatened, or may arise in the future resulting from the existence, currently, on the parcel of a substance not presently classified as hazardous but which may in the future be so classified. Further, such liabilities may arise not simply from the existence of a hazardous substance but from the method of handling it. All of these possibilities could significantly affect the value of a taxable parcel that is realizable upon a delinquency.
The Airport was declared a Superfund Site by the United States Environmental Protection Agency in 1990 due to soil and groundwater contamination left behind by the US Air Force. The US Air Force has been recognized as the responsible party for the environmental remediation. Despite the ongoing environmental remediation, the Airport has been permitted to reuse the Airport for public benefit and economic development purposes. The Airport is an FAA regulated operating industrial airport catering to a customer base that performs aircraft maintenance and completion services, flight testing, aircraft research and development, aircraft asset management, and aircraft end -of-life cycle services. Operations at the Airport include the use of various substances that may be categorized as “hazardous substances or hazardous materials” under various state and federal laws. The Authority believes that the Airport and its tenant operations comply with the requirements of federal and state laws and applicable permits and regulations.
Natural Disasters
The value of the property in the Project Area in the future can be adversely affected by a variety of additional factors, particularly those which may affect infrastructure and other public improvements and private improvements on property and the continue d habitability and enjoyment of such private improvements. Such additional factors include, without limitation, geologic conditions such as earthquakes, topographic conditions such as earth movements, landslides and floods and climatic conditions such as high winds or droughts. In the event that one or more of such conditions occur, such occurrence could cause damages of varying seriousness to the land and improvements and the value of property in the Project Area could be diminished in the aftermath of such events. A substantial reduction of the value of such properties and could affect the ability or willingness of the property owners to pay the property taxes. The City has undertaken measures which include building inspection and enforcement of buildi ng codes, community education and seismic assessment of new development projects.
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Seismic Risks. As with most of California, the Combined Project Area is within a seismically active area; however, there are no known faults in the immediate Project Area. The nearest known faults are the Garlock, San Andreas and Helendale. The Helendale Fault is approximately 10 miles east of the Airport. The occurrence of severe seismic activity in or near the Project Area could result in substantial damage to property located in the Project Area, and could lead to successful appeals for reduction in assessed values of such property.
Such a reduction could result in a decrease in Pledged Tax Revenues, which could in turn have an adverse impact on the ability of the Authority to pay debt service on the 2025 Bonds.
Flood and High Groundwater Risks . Portions of the Project Area are located within the 100- year floodplain. The Authority has identified flooding sources within the Project Area that include the floodplains of the Mojave River, Apple Valley Dry Lake or the Desert Knolls Wash area. A portion of Apple Valley Dry Lake is located within the Project Area and a portion of the Desert Knolls Wash area is located within the Combined Project Area.
During construction of the City's 4.5-acre Wellness Center project in 2023, which was located within a floodplain adjacent to the Mojave River, groundwater levels were discovered to be higher than originally anticipated through pre-development test borings that encountered groundwater at depths of 7 to 11 feet. During construction the groundwater levels were encountered at 4 feet below the ground surface. The City incurred additional costs to mitigate construction challenges caused by the higher-than-expected groundwater levels, and any additional construction within this floodplain, though uncommon, may also result in higher development costs should the high groundwater levels continue.
Wildfires. The majority of the Project Area is classified as a Moderate Fire Hazard Severity Zone according to the most recent maps published by the California Department of Forestry and Fire Protection (Cal Fire), which were adopted by the City of Victorville and become effective January 1, 2026. There is also a small percentage of High Fire Severity Zone within the Project Area, which is primarily concentrated in two areas of the City of Victorville, within the riverbed adjacent to the Mojave River, as well as surrounding the I-15 corridor at the City of Victorville's southern extent. This classification establishes a series of stringent building code requirements that apply to all properties within the Fire Hazard Severity Zone and are intended to retard the rate of spread and reduce the potential intensity of uncontrolled fires. These building code provisions address roofing materials and other exterior components, requiring the use of non-combustible finishes. The VVEDA Members have each adopted building standards to meet the requirements of the Fire Hazard Severity Zone classification.
Wildfires are a primary concern given the Project Area’s generally dry climate, location within a semi- rural setting, the abundance of dry, low-lying dry brush and chaparral on the hillsides, and the frequency of high wind velocity in the area. Wildfires are of special concern in communities that are located in the Wildland - Urban Interface (the “WUI”) which is commonly described as the area where human development meets and intermingles with undeveloped wild land dry brush near homes and/or vegetative fuels. This results in creation of a wildfire hazard area that poses significant risks to life, property, and infrastructure. Additionally, fires outside the Project Area can impact residents as smoke and air pollution from wildfires can be a severe health hazard, especially for more vulnerable health impaired populations. Natural disasters such as wildfires may be intensified by climate change resulting in increased wildfires, more intense and frequent droughts and more extreme weather events. Property dam age due to seismic events, flooding, and wildfires could result in a decrease in Pledged Tax Revenues, which could in turn have an adverse impact on the ability of the Authority to pay debt service on the 2025 Bonds.
Cybersecurity
The City and Authority rely on computers and technology to conduct their operations and face cyber threats from time to time, including but not limited to hacking, viruses, malware, and other attacks on computers and other sensitive digital networks and systems. The City withstood a ransomware attack on September 24, 2023, after suspicious activity was detected on the City’s information technology systems. Upon identifying this suspicious activity, the City immediately took steps to protect and secure its s ystems. Early detection enabled
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staff to quickly contain the threat. All affected files were fully restored from backups, and no ransom was paid.
The City also launched an investigation and notified law enforcement. The incident resulted in unauthorized access to personal information per taining to certain City employees and other affiliated individuals. The City informed and offered credit monitoring services to the individuals whose information may have been involved in the incident.
At the time of the incident the City had, and continues to maintain, cybersecurity insurance. To help prevent a similar incident from occurring in the future, the City has implemented a layered cybersecurity strategy designed to protect City infrastructure , data and operations. Updates have been made to internal policies, procedures and incident response plans for cybersecurity to help mitigate future threats. The City also conducted cybersecurity awareness training for City employees and periodically conducts third -party penetration testing and other assessments to monitor vulnerabilities.
No assurances can be given that the City’s cybersecurity and operational control measures will guard against all cyber threats and attacks. The results of any attack on the City’s computer and information-technology systems could adversely affect the City’s or Authority’s operations and damage the City’s digital networks and systems. Potential losses from such attacks, as well as the costs of defending against future attacks, could be substantial. In addition, cyber attacks could result in delays in receipt of Pledged Tax Revenues from VVEDA, or transfer of Pledged Tax Revenues to the Trustee to pay debt service on the 2025 Bonds in accordance with the Indenture.
Changes in the Law
There can be no assurance that the State electorate will not at some future time adopt initiatives or that the State Legislature will not enact legislation that will amend the Dissolution Act, the Redevelopment Law or other laws or the Constitution of the State resulting in a reduction of Pledged Tax Revenues, which could have an adverse effect on the Authority’s ability to pay debt service on the 2025 Bonds.
Investment Risk
Funds held under the Indenture are required to be invested in Permitted Investments as provided under the Indenture. See Appendix C for a summary of the definition of Permitted Investments. The funds and accounts of the Authority, into which Pledged Tax Revenues are deposited, may be invested by the Authority in any investment authorized by law. All investments, including the Permitted Investments and those authorized by law from time to time for investments by municipalities, contain a certain degree of risk. Such risks include, but are not limited to, a lower rate of return than expected and loss or delayed receipt of principal.
Further, the Authority cannot predict the effects on the receipt of Pledged Tax Revenues if the County were to suffer significant losses in its portfolio of investments or if SCLAA, the County, the City or VVEDA were to become insolvent or declare bankruptcy. See Appendix F for information regarding SCLAA’s finances.
See also the caption “—Bankruptcy and Foreclosure.”
Secondary Market
There can be no guarantee that there will be a secondary market for the 2025 Bonds, or, if a secondary market exists, that the 2025 Bonds can be sold for any particular price. Although the Authority has committed to provide certain financial and operating information on an annual basis, there can be no assurance that such information will be available to Bondowners on a timely basis. See the caption “CONCLUDING INFORMATION—Continuing Disclosure” and Appendix I . Any failure to provide annual financial information, if required, does not give rise to monetary damages but merely an action for specific performance.
Occasionally, because of general market conditions or because of adverse history or economic prospects connected with a particular issue, secondar y marketing practices in connection with a particular issue are
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suspended or terminated. Additionally, prices of issues for which a market is being made will depend upon the then prevailing circumstances. Such prices could be substantially different from the original purchase price.
No Validation Proceeding Undertaken
Code of Civil Procedure Section 860 authorizes public agencies to institute a process, otherwise known as a “validation proceeding,” for purposes of determining the validity of a resolution or any action taken pursuant thereto. Section 860 authorizes a public agency to institute validation proceedings in cases where another statute authorizes its use. Relevant to the 2025 Bonds, Government Code Section 53511 authorizes a local agency to “bring an action to determine the validity of its bonds, warrants, co ntracts, obligations or evidences of indebtedness.” Pursuant to Code of Civil Procedure Section 870, a final favorable judgment issued in a validation proceeding shall, notwithstanding any other provision of law, be forever binding and conclusive, as to all matters herein adjudicated or which could have been adjudicated, against all persons: “The judgment shall permanently enjoin the institution by any person of any action or proceeding raising any issue as to which the judgment is binding and conclusive.”
The Authority has not undertaken or endeavored to undertake any validation proceeding in connection with the issuance of the 2025 Bonds. The Authority and Bond Counsel have relied on the provisions of AB 1484 authorizing the 2025 Bonds and specifying the related deadline for any challenge to the 2025 Bonds to be brought. Specifically, Section 34177.5(e) of the Dissolution Act provides that notwithstanding any other law, an action to challenge the issuance of bonds, the incurrence of indebtedness (such as the 2025 Bonds), the amendment of an enforceable obligation, or the execution of a financing agreement authorized under Section 34177.5, must be brought within 30 days after the date on which the oversight board approves the resolution of the successor agency approving such financing. Such challenge period expired with respect to the 2025 Bonds and the Oversight Board Action on April 5, 2025.
It is possible that the definition of Pledged Tax Revenues could be affected by changes in law or judicial decisions relating to the dissolution of redevelopment agencies. An action by a court to invalidate provisions of the Dissolution Act required for t he timely payment of the 2025 Bonds could be subject to issues regarding unconstitutional impairment of contracts and unconstitutional taking without just compensation. The Authority believes that the aforementioned considerations would provide some prote ctions against the adverse consequences upon the Authority and the availability of Pledged Tax Revenues for the payment of debt service on the 2025 Bonds in the event of successful challenges to the Dissolution Act or portions thereof. However, none of the Authority, the City, VVEDA or the Underwriter provide any assurance that any other lawsuit challenging the Dissolution Act or portions thereof will not result in an outcome that may have a detrimental effect on the Authority’s ability to timely pay the 2025 Bonds.
IRS Audit of Tax-Exempt Bond Issues
The Internal Revenue Service has initiated an expanded program for the auditing of tax- exempt bond issues, including both random and targeted audits. It is possible that the 2025 Bonds will be selected for audit by the Internal Revenue Service. It is also possible that the market value of the 2025 Bonds might be affected as a result of such an audit of the 2025 Bonds (or by an audit of similar municipal obligations).
Loss of Tax Exemption
As discussed under the caption “TAX MATTERS,” in order to maintain the exclusion from gross income for federal income tax purposes of the interest (and original issue discount) on the 2025 Bonds, the Authority has covenanted in the Indenture and the Tax Ce rtificate relating to the 2025 Bonds not to take any action, or fail to take any action, if such action or failure to take such action would adversely affect the exclusion from gross income of interest (and original issue discount) on the 2025 Bonds under Section 103 of the Internal Revenue Code of 1986, as amended. Interest (and original issue discount) on the 2025 Bonds could become includable in gross income for purposes of federal income taxation retroactive to the date of issuance, as a result
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of acts or omissions of the Authority subsequent to the issuance of the 2025 Bonds in violation of such covenants with respect to the 2025 Bonds. Should such an event of taxability occur, the 2025 Bonds are not subject to redemption by reason thereof and will remain outstanding until maturity or unless earlier redeemed pursuant to the redemption provisions of the Indenture.
Future legislative proposals, if enacted into law, clarification of the Code or court decisions may cause interest (and original issue discount) on the 2025 Bonds to be subject, directly or indirectly, to federal income taxation or to be subject to or exem pted from state income taxation, or otherwise prevent Beneficial Owners from realizing the full current benefit of the tax status of such interest (and original issue discount). The introduction or enactment of legislative proposals, clarification of the Code or court decisions may also affect the market price for, or marketability of, the 2025 Bonds. Prospective purchasers of the 2025 Bonds should consult their own tax advisors regarding any pending or proposed federal or state tax legislation, regulations or litigation, as to which Bond Counsel expresses no opinion.
It is possible that subsequent to the issuance of the 2025 Bonds there might be federal, State, or local statutory changes (or judicial or regulatory interpretations of federal, State, or local law) that affect the federal, State, or local tax treatment of the 2025 Bonds or the market value of the 2025 Bonds. No assurance can be given that subsequent to the issuance of the 2025 Bonds such changes or interpretations will not occur. See “TAX MATTERS” below.
Bonds Are Limited Obligations
Neither the faith and credit nor the taxing power of the Authority (except to the limited extent set forth in the Indenture), VVEDA, the City, the State or any political subdivision thereof is pledged to the payment of the 2025 Bonds. The 2025 Bonds are special obligations of the Authority; and, except as provided in the Indenture, they are payable solely from Pledged Tax Revenues. Pledged Tax Revenues could be insufficient to pay debt service on the 2025 Bonds as a result of delinquencies in the payment of property taxes or the insufficiency of proceeds derived from the sale of land within the Combined Project Area following a delinquency in the payment of the applicable property taxes. The Authority has no obligation to pay debt service on the 2025 Bonds in the event of insufficient Pledged Revenues, except to the extent that money is available for such purpose in the Debt Service Fund (except for monies in the Costs of Issuance Fund and the Rebate Fund), including the Interest Account, the Principal Account and the Reserve Account.
The 2025 Bonds are not a debt of the City, VVEDA, the State of California, or any of its political subdivisions (other than the Authority), and none of the City, VVEDA, the State of California, or any of its political subdivisions (other than the Authority ) are liable thereon. Further, the 2025 Bonds are not payable out of any funds or properties other than Pledged Tax Revenues received by the Authority and amounts on deposit in certain funds and accounts maintained under the Indenture. Airport operating revenues are not pledged to payment of the 2025 Bonds. The 2025 Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction. The principal of and interest on the 2025 Bonds are payable solely from the Pledged Tax Revenues and other funds as set forth in the Indenture.
Bond Insurance
In the event of default of the payment of the scheduled principal of or interest on the 2025 Bonds when all or some becomes due, the Trustee on behalf of any owner of the 2025 Bonds shall have a claim under the Policy for such payments. In the event the I nsurer makes a payment to Owners of the 2025 Bonds under the Policy, the Insurer will be subrogated to the rights of such Owners of the 2025 Bonds to direct and consent to remedies with respect to the 2025 Bonds. The Insurer may direct and must consent to any remedies with respect to the 2025 Bonds and the Insurer’s consent may be required in connection with amendments to any applicable documents relating to the 2025 Bonds. See Appendix C—“SUMMARY OF THE INDENTURE—REVENUES; FLOW OF FUNDS—Provisions Relating to Insurance Policy.”
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The long-term ratings on the 2025 Bonds are dependent in part on the financial strength of the Insurer and its claims paying ability. The Insurer’s financial strength and claims paying ability are predicated upon a number of factors which could change over time. No assurance is given that the long-term ratings of the Insurer and the ratings on the 2025 Bonds will not be subjec t to downgrade and such event could adversely affect the market price of the 2025 Bonds or the marketability (liquidity) for the 2025 Bonds. See “CONCLUDING INFORMATION—Ratings” herein.
The obligations of the Insurer are unsecured contractual obligations and in an event of default by the Insurer, the remedies available may be limited by applicable bankruptcy law or state law related to insolvency of insurance companies.
None of the Authority, the Agency or the Underwriter has made independent investigation into the claims paying ability of the Insurer and no assurance or representation regarding the financial strength or projected financial strength of the Insurer is give n. Thus, when making an investment decision, potential investors should carefully consider the ability of the Authority to make the payments on the 2025 Bonds and the claims paying ability of the Insurer, particularly over the life of the investment. See “BOND INSURANCE” herein for further information regarding the Insurer and the Policy, which includes further instructions for obtaining current financial information concerning the Insurer.
Limitations on Remedies
Remedies available to the Owners of the 2025 Bonds may be limited by a variety of factors and may be inadequate to assure the timely payment of principal of and interest on the 2025 Bonds or to preserve the tax- exempt status of the 2025 Bonds.
Bond Counsel has limited its opinion as to the enforceability of the 2025 Bonds and of the Indenture to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or other similar laws affecting generally the enforcement of creditors’ rights, by equitable principles and by the exercise of judicial discretion. Additionally, the 2025 Bonds are not subject to acceleration in the event of the breach of any covenant or duty under the Indenture. The lack of availability of certain remedies or the limitation of remedies may entail risks of delay, limitation or modification of the rights of the Owners.
Enforceability of the rights and remedies of the Owners of the 2025 Bonds, and the obligations incurred by the Authority, may become subject to the United States Bankruptcy Code and applicable bankruptcy, insolvency, reorganization, moratorium or similar l aws relating to or affecting the enforcement of creditors’ rights generally, now or hereafter in effect, equity principles which may limit the specific enforcement under State law of certain remedies, the exercise by the United States of America of the powers delegated to it by the federal Constitution, the reasonable and necessary exercise, in certain exceptional situations, of the police powers inherent in the sovereignty of the State and its governmental bodies in the interest of serving a significant an d legitimate public purpose and the limitations on remedies against governmental entities in the State. See the caption “—Bankruptcy and Foreclosure.”
TAX MATTERS
In the opinion of Stradling Yocca Carlson & Rauth LLP, Newport Beach, California, Bond Counsel, under existing statutes, regulations, rulings and judicial decisions, and assuming the accuracy of certain representations and compliance with certain covenants and requirements described herein, interest (and original issue discount) on the 2025 Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals.
However, it should be noted that, with respect to applicable corporations as defined in Section 59(k) of the Internal Revenue Code of 1986, as amended (the “Code”), generally certain corporations with more than $1,000,000,000 of average annual adjusted financial statement income, interest (and original issue discount)
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with respect to the 2025 Bonds might be taken into account in determining adjusted financial statement income for purposes of computing the alternative minimum tax imposed by Section 55 of the Code on such corporations.
In the further opinion of Bond Counsel, interest (and original issue discount) on the 2025 Bonds is exempt from State of California personal income tax.
Bond Counsel’s opinion as to the exclusion from gross income for federal income tax purposes of interest (and original issue discount) on the 2025 Bonds is based upon certain representations of fact and certifications made by the Authority and others and is subject to the condition that the Authority comply with all requirements of the Code that must be satisfied subsequent to the issuance of the 2025 Bonds to assure that interest (and original issue discount) on the 2025 Bonds will not become includable in gross income for federal income tax purposes. Failure to comply with such requirements of the Code might cause interest (and original issue discount) on the 2025 Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the 2025 Bonds. The Authority has covenanted to comply with all such requirements.
In the opinion of Bond Counsel, the difference between the issue price of a Bond (the first price at which a substantial amount of the 2025 Bonds of a maturity is to be sold to the public) and the stated redemption price at maturity of such 2025 Bond constitutes original issue discount. Original issue discount accrues under a constant yield method, and original issue discount will accrue to a Beneficial Owner before receipt of cash attributable to such excludable income. The amount of original issue discount deemed received by a Beneficial Owner will increase the Beneficial Owner’s basis in the applicable 2025 Bond. The amount of original issue discount that accrues to the Beneficial Owner of a 2025 Bond is excluded from the gross income of such Beneficial Owner for federal income tax purposes, is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals, and is exempt from State of California personal income tax.
The amount by which a Bond Owner’s original basis for determining loss on sale or exchange in the applicable 2025 Bond (generally, the purchase price) exceeds the amount payable on maturity (or on an earlier call date) constitutes amortizable bond premium, which must be amortized under Section 171 of the Code; such amortizable bond premium reduces the 2025 Bond Owner’s basis in the applicable 2025 Bond (and the amount of tax-exempt interest received with respect to the 2025 Bonds), and is not deductible for federal income tax purposes. The basis reduction as a result of the amortization of bond premium may result in a 2025 Bond Owner realizing a taxable gain when a 2025 Bond is sold by the Owner for an amount equal to or less (under certain circumstances) than the original cost of the 2025 Bond to the Owner. Purchasers of the 2025 Bonds should consult their own tax advisors as to the treatment, computation and collateral consequences of amortizable bond premium.
The IRS has initiated an expanded program for the auditing of tax exempt bond issues, including both random and targeted audits. It is possible that the 2025 Bonds will be selected for audit by the IRS. It is also possible that the market value of the 2025 Bonds might be affected as a result of such an audit of the 2025 Bonds (or by an audit of similar municipal obligations). No assurance can be given that in the course of an audit, as a result of an audit, or otherwise, Congress or the IRS might not cha nge the Code (or interpretation thereof) subsequent to the issuance of the 2025 Bonds to the extent that it adversely affects the exclusion from gross income of interest (and original issue discount) on the 2025 Bonds or their market value.
SUBSEQUENT TO THE ISSUANCE OF THE 2025 BONDS THERE MIGHT BE FEDERAL,
STATE OR LOCAL STATUTORY CHANGES (OR JUDICIAL OR REGULATORY CHANGES TO OR
INTERPRETATIONS OF FEDERAL, STATE OR LOCAL LAW) THAT AFFECT THE FEDERAL, STATE OR LOCAL TAX TREATMENT OF THE 2025 BONDS, INCLUDING THE IMPOSITION OF
ADDITIONAL FEDERAL INCOME OR STATE TAXES ON OWNERS OF TAX- EXEMPT STATE OR LOCAL OBLIGATIONS, SUCH AS THE 2025 BONDS. THESE CHANGES COULD ADVERSELY AFFECT THE MARKET VALUE OR LIQUIDITY OF THE 2025 BONDS. NO ASSURANCE CAN BE GIVEN THAT SUBSEQUENT TO THE ISSUANCE OF THE 2025 BONDS STATUTORY CHANGES WILL
NOT BE INTRODUCED OR ENACTED OR JUDICIAL OR REGULATORY INTERPRETATIONS WILL NOT OCCUR HAVING THE EFFECTS DESCRIBED ABOVE. BEFORE PURCHASING ANY OF THE
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2025 BONDS, ALL POTENTIAL PURCHASERS SHOULD CONSULT THEIR TAX ADVISORS
REGARDING POSSIBLE STATUTORY CHANGES OR JUDICIAL OR REGULATORY CHANGES OR INTERPRETATIONS, AND THEIR COLLATERAL TAX CONSEQUENCES RELATING TO THE 2025 BONDS.
Bond Counsel’s opinions may be affected by actions taken (or not taken) or events occurring (or not occurring) after the date hereof. Bond Counsel has not undertaken to determine, or to inform any person, whether any such actions or events are taken or do occur. The Indenture and the Tax Certificate relating to the 2025 Bonds permit certain actions to be taken or to be omitted if a favorable opinion of Bond Counsel is provided with respect thereto. Bond Counsel expresses no opinion as to the effect on the exclusion from gross income of interest (and original issue discount) for federal income tax purposes with respect to any Bond if any such action is taken or omitted based upon the advice of counsel other than Stradling Yocca Carlson & Rauth LLP.
Although Bond Counsel has rendered an opinion that interest (and original issue discount) on the 2025 Bonds is excluded from gross income for federal income tax purposes provided that the Authority continues to comply with certain requirements of the Code, the ownership of the 2025 Bonds and the accrual or receipt of interest (and original issue discount) on the 2025 Bonds may otherwise affect the tax liability of certain persons.
Bond Counsel expresses no opinion regarding any such tax consequences. Accordingly, before purchasing any of Bonds, all potential purchasers should consult their tax advisors with respect to collateral tax consequences relating to the 2025 Bonds.
Should interest (and original issue discount) on the 2025 Bonds become includable in gross income for federal income tax purposes, the 2025 Bonds are not subject to early redemption and will remain outstanding until maturity or until redeemed in accordance with the Indenture.
A complete copy of the proposed form of opinion of Bond Counsel is attached hereto as Appendix D.
SEC SETTLEMENT
On July 24, 2018, the City and SCLAA each executed a consent (the “Consents”) in which they agreed to the entry by the United States District Court of California of a final judgment (the “ Judgment”) in the civil proceeding, Securities and Exchange Commission v. City of Victorville, et al, No. 13-cv-00776 (C.D. Cal. filed April 29, 2013). The Consents were entered into as part of the settlement agreed to by the City, SCLAA and the U.S. Securities and Exchange Commission (the “ SEC”) of litigation brought by t he SEC against the City and SCLAA in 2013 in which the SEC alleged certain securities law violations by the City and SCLAA in connection with tax allocation bonds issued by SCLAA in 2008. Specifically, in is Second Amended Complaint, the SEC alleged that the City and SCLAA knew or should have known that the assessed valuations of certain airplane hangars on which the tax allocation bond financing was based were inflated, and as a result, that the projected tax revenues and debt service coverage ratios disclosed to investors in the related offering document were false, and that such conduct constituted a violation of the antifraud provisions of Section 17(a)(2) of the Securities Act of 1933. In connection with their Consents, the City and SCLAA neither admit ted nor denied the SEC’s allegations in the litigation. The Judgment against the City and SCLAA permanently prohibits each of them from violating the antifraud provisions of Section 17(a)(2) of the Securities Act of 1933 and required the City to comply with certain undertakings required by the Judgment (described below), which the City has done. The settlement and Judgment became final with the approval of the presiding judge in the matter on July 30, 2018.
The Consents and Judgment required the City to: (i) retain and cooperate with an independent consultant to review the City’s policies and procedures as they relate to internal controls and practices concerning municipal securities disclosures and accounti ng and record-keeping of municipal bond proceeds (collectively, “policies and procedures”); (ii) receive a written report of the independent consultant’s findings and recommendations for modifications to the City’s policies and procedures; (iii) adopt all recommendations contained in the independent consultant’s report; (iv) designate an employee or employment position within the City to be responsible for ensuring compliance by the City with its policies and procedures, and for such
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employee to receive adequate training in such policies and procedures; (v) provide a written certification to the SEC regarding the City’s compliance with the foregoing requirements. The City has complied with each of the foregoing requirements and certified to such compliance on May 21, 2019.
CONCLUDING INFORMATION
Underwriting
The 2025 Bonds are being purchased by Raymond James & Associates , Inc . (the “Underwriter”) pursuant to the Bond Purchase Agreement. The Underwriter has agreed to purchase the 2025 Bonds at a price of $__________ (being the aggregate principal amount thereof, plus original issue premium of $__________ and less an Underwriter’s discount of $__________). The Bond Purchase Agreement provides that the Underwriter will purchase all of the 2025 Bonds if any are purchased. The obligation to make such purchase is subject to certain terms and conditions set forth in the Bond Purchase Agreement, the approval of certain legal matters by counsel and certain other conditions.
The initial public offering prices stated on the inside front cover page of this Official Statement may be changed from time to time by the Underwriter. The Underwriter may offer and sell the 2025 Bonds to certain dealers (including dealers depositing 2025 Bonds into investment trusts), dealer banks, banks acting as agents and others at prices lower than said public offering prices.
Municipal Advisor
Urban Futures, Inc., Walnut Creek, California, has served as municipal advisor (“Municipal Advisor”) to the Authority in connection with the 2025 Bonds. The Municipal Advisor is not obligated to undertake, and has not undertaken to make, an independent verification or to assume responsibility for the accuracy, completeness or fairness of the information contained in this Official Statement. The Mu nicipal Advisor is an independent advisory firm and is not engaged in the business of underwriting, trading or distributing municipal or other public securities.
Verification of Mathematical Computations
The Verification Agent, an independent accountant, upon delivery of the 2025 Bonds, will deliver a report on the mathematical accuracy of certain computations, contained in schedules provided to them that were prepared by the Authority, relating to the sufficiency of the cash and/or the maturing principal of and interest on the escrow securities to be deposited in the respective escrow funds for the Refunded Bonds, to pay, when due, the principal, whether at maturity or upon prior redem ption, interest and r edemption premium with respect to the Refunded Bonds.
The Verification Agent’s report will include the statement that the scope of its engagement is limited to verifying the mathematical accuracy of the computations contained in such schedules provided to it, and that it has no obligation to update its report because of events occurring, or date or information coming to its attention, subsequent to the date of its report.
Legal Opinions
The opinions of Stradling Yocca Carlson & Rauth LLP, Newport Beach, California, Bond Counsel, approving the validity of the 2025 Bonds and stating that interest on the 2025 Bonds is excluded from gross income for federal income tax purposes and exempt from California personal income taxes under present State income tax laws will be furnished to the purchaser at the time of delivery of the 2025 Bonds at the expense of the Authority. Compensation for Bond Counsel’s services is entirely contingent upon the sa le and delivery of the 2025 Bonds.
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A copy of the proposed form of Bond Counsel’s final approving opinion with respect to the 2025 Bonds is attached hereto as Appendix D. The legal opinions are only as to legality and are not intended to be nor are they to be interpreted or relied upon as a disclosure document or an express or implied recommendation as to the investment quality of the 2025 Bonds.
In addition, certain legal matters will be passed on for the Underwriter by Anzel Galvan LLP , San Francisco, California, as Underwriter’s Counsel, for the Authority by the City Attorney of the City of Victorville, as counsel to the Authority, and for the Trustee by its counsel. The compensation of Bond and Disclosure Counsel and Underwriter’s Counsel is entirely contingent upon the sale and delivery of the 2025 Bonds.
Litigation
There is no action, suit or proceeding known to the Authority to be pending and notice of which has been served upon and received by the Authority, or threatened, restraining or enjoining the execution or delivery of the 2025 Bonds or the Indenture or in any way contesting or affecting the validity of the foregoing or any proceedings of the Authority taken with respect to any of the foregoing. There is no action, suit or proceeding known to the Authority to be pending and notice of which has been served upon and received by the Authority, or threatened, restraining or enjoining the execution or delivery of the Indenture or in any way contesting or affecting the validity of the foregoing or any proceedings of the Authority taken with respect to any of the foregoing.
Ratings
S&P has assigned the 2025 Bonds an underlying rating of “__” to the 2025 Bonds. S&P has also assigned the 2025 Bonds a rating of “__” to the 2025 Bonds based on the issuance of the Policy.
There is no assurance that the credit ratings given to the 2025 Bonds will be maintained for any period of time or that the ratings may not be lowered or withdrawn entirely by S&P if, in the judgment of S&P, circumstances so warrant. Any downward revision or withdrawal of such ratings may have an adverse effect on the market price of the 2025 Bonds. Such ratings reflect only the views of S&P and an explanation of the significance of such ratings may be obtained from S&P.
Audited Financial Statements
Included herein as Appendix F are the audited financial statements of the Authority for the year ended June 30, 2024 (the “Audited Financial Statements”), together with the report thereon dated April 10, 2025 of Badawi & Associates Certified Public Accountants , Irvine, California, certified public accountants (the “Auditor”). Such Audited Financial Statements have been included herein in reliance upon the report of the Auditor. The Audited Financial Statements are public documents and are included within this Official Statement without the prior approval of the Auditor. Accordingly, the Auditor has not performed any post-audit review of the financial condition of the Authority and also has not performed any procedures relating to this Official Statement. The Auditor has not undertaken to update the Audited Financial Statements or its report, and no opinion is expressed by the Auditor with respect to any event subsequent to its report dated April 10, 2025.
Continuing Disclosure
The Authority has covenanted in a Continuing Disclosure Certificate (the “ Continuing Disclosure Certificate”) for the benefit of the holders and Beneficial Owners of the 2025 Bonds to provide certain financial information and operating data relating to the Authority by nine months following the end of the Authority’s fiscal year (currently March 31 based on the Authority ’s fiscal year end of June 30) (the “ Annual Report”), commencing with the report for fiscal year ending June 30, 2025, and to provide notic es of the occurrence of certain enumerated events. The form of the Continuing Disclosure Certificate is attached to this Official Statement as Appendix I. The Annual Report will include the Authority’s audited financial statements for the
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most recently completed fiscal year, the City’s audited financial statements for the most recently completed fiscal year, and updates to certain tables set forth in this Official Statement, as described in Appendix I. These covenants have been made in order to assist the Underwriter in complying with Rule 15c2-12(b)(5) promulgated under the Securities Exchange Act of 1934 (“Rule 15c2-12”).
The Annual Report and the notices of enumerated events will be filed by the Authority with the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access System (“EMMA”) for municipal securities disclosures, maintained on the Internet at http://emma.msrb.org/.
A default under the Continuing Disclosure Certificate is not a default under the Indenture and the sole remedy following a default is an action to compel specific performance by the Authority with the terms of the Continuing Disclosure Certificate.
The Authority and the City and certain other related entities for which City staff provide staffing have entered into prior continuing disclosure undertakings (the “Prior Continuing Disclosure Undertakings”) with respect to each series of the Refunded Bonds and Senior Bonds and certain bonds previously issued by the City.
In the past five years, the Authority failed to comply in certain material respects with the Prior Continuing Disclosure Undertakings. Such failures include the following: [to be confirmed] - In connection with the Senior Bonds and Refunded Bonds, the audited financial statements for Fiscal Years 2020-21, 2021-22, 2022-23, and 2023-24 were filed late. The Annual Report for Fiscal Year 2022-23 was also filed late. The Authority failed to file the “notice of failure to file” with respect to these missed filings.
- The City, acting as the Successor Agency to the Victorville Redevelopment Agency, posted the City’s audited financial statements for Fiscal Year 2023-24 late.
- In connection with the City of Victorville Electric Revenue Bonds, Series 2022A, the City filed the audited financial statements and annual report for Fisal Year 2022-23 late and did not link the documents to all applicable CUSIPS on EMMA.
- In connection with the Victorville Water District 2006 Certificates of Participation, the Victorville Water District failed to file the audited financial statements for Fiscal Years 2020-21, 2021-22, 2022- 23, and 2023-24 on a timely basis and the audited financial statements for Fiscal Year 2021-22 were not filed against all CUSIPS. In addition, the Annual Reports for Fiscal Years 2020-21, 2021-22, and 2022-23 were not posted on a timely basis.
[The Authority has made remedial filings and now believes that it is in compliance, in all material respects, with the Prior Continuing Disclosure Undertakings.] Miscellaneous
All of the preceding summaries of the Indenture, the JPA Law, the Dissolution Act, the Redevelopment Law, other applicable legislation, the Redevelopment Plan for the Project Area, agreements and other documents are made subject to the provisions of such documents respectively and do not purport to be complete statements of any or all of such provisions. Reference is hereby made to such documents on file with the Authority for further information in connection therewith.
This Official Statement does not constitute a contract with the purchasers of the 2025 Bonds. Any statements made in this Official Statement involving matters of opinion or estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized.
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The execution and delivery of this Official Statement by the Executive Director of the Authority, has been duly authorized by the Authority and the SCLAA Commission.
SOUTHERN CALIFORNIA LOGISTICS AIRPORT
AUTHORITY
By:
Executive Director
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APPENDIX A
FISCAL CONSULTANT REPORT
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APPENDIX B
CITY OF VICTORVILLE AND SAN BERNARDINO COUNTY
GENERAL ECONOMIC AND DEMOGRAPHIC INFORMATION
This Appendix provides general economic, demographic and financial information regarding the City of Victorville (the “ City”) and the County of San Bernardino (the “ County”). The City’s audited financial statements are attached to the Official Statement as Appendix G.
The 2025 Bonds are limited obligations of the Authority secured by a pledge of and payable solely from the Pledged Tax Revenues. The 2025 Bonds are not secured by any pledge of the full faith and credit or taxing power of the City, the County, the Authority, or any of the Other Jurisdictions.
General
The City is located in the County of San Bernardino (the “County”), approximately 97 miles northeast of the City of Los Angeles and approximately 35 miles northeast of the City of San Bernardino. The City is just north of the San Bernardino M ountains, at the edge of the Mojave Desert. Interstate Highway 15 and State Highway 18 intersect near the heart of the City, which is bordered on the west by State Highway 395. Major trucking and rail routes run through the area. The City is conveniently c lose to Southern California Logistics Airport and within 50 miles of Ontario International Airport.
The City was incorporated on September 21, 1962, initially as a general law city with a population of approximately 8,110 and an area of 9.7 square miles. The City presently encompasses an area of approximately
74.16 square miles.
The City has operated as a charter city since July 16, 2008, under the council -manager form of government. Five council members are to be elected by districts to serve four-year staggered terms. Members of the City Council select the Mayor from among their members to serve a one-year term. The City Manager is appointed by the City Council.
Population, Income and Employment
The City’s population as of January 1, 2025, was estimated to be 141,013 according to the California Department of Finance. The following table shows a historical comparison of the respective populations of the City, the County and the State of California for the years 2021 through 2025.
CITY OF VICTORVILLE, SAN BERNARDINO COUNTY,
AND STATE OF CALIFORNIA
Population Comparison
Calendar Years 2021-2025
Year
City of
Victorville
Percent
Change
San
Bernardino
County
Percent
Change
State of
California
Percent
Change
2021 134,749 N/A 2,179,941 N/A 39,369,530 N/A
2022 136,466 1.2 2,183,077 0.1 39,179,680 (0.4)
2023 137,765 0.9 2,182,351 0.0 39,228,444 0.1
2024 140,552 2.0 2,200,351 0.8 39,420,663 0.4
2025 141,013 0.3 2,207,424 0.3 39,529,101 0.2
Source: California Department of Finance, E-4 Population Estimates 2021-2025, with 2020 Benchmark.
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Personal Income and Per Capita Personal Income for the County, the State of California and the United States for the five years 2019 to 2023 is shown in the following table below.
COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA
AND UNITED STATES
Personal Income and Per Capita Personal Income
Calendar Years 2015 through 2019(1)
Year and Area
Personal Income
Per Capita
Personal Income
2019
County of San Bernardino $ 89,202,022 $ 41,078
California 2,539,747,399 64,219
United States 18,349,584,000 55,567
2020
County of San Bernardino $ 99,009,671 $ 45,347
California 2,769,103,047 70,098
United States 19,600,945,000 59,114
2021
County of San Bernardino $ 109,085,530 $ 49,741
California 3,009,556,560 76,882
United States 21,403,979,000 64,450
2022
County of San Bernardino $ 106,853,756 $ 48,683
California 3,003,826,087 76,941
United States 22,077,232,000 66,096
2023
County of San Bernardino $ 112,402,797 $ 51,194
California 3,166,135,354 81,255
United States 23,380,269,000 69,418
_______________
Source: U.S. Bureau of Economic Analysis
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Historical labor force and unemployment information for the City, the County and the State of California is shown below.
CITY OF VICTORVILLE, SAN BERNARDINO COUNTY,
AND STATE OF CALIFORNIA
Employment Statistics
Calendar Years 2020-2025
City of Victorville San Bernardino County State of California Year
Labor
Force
Unemployment
Rate
Labor
Force
Unemployment
Rate
Labor
Force
Unemployment
Rate
2020 47,600 12.6% 971,400 9.7% 18,931,100 10.2%
2021 48,700 10.9 988,600 7.4 18,923,200 7.3
2022 53,100 5.9 1,00,100 4.2 19,218,300 4.3
2023 54,500 6.3 1,014,800 4.6 19,471,000 4.7
2024 N/A 7.1 1,027,800 5.1 19,644,100 5.3
Source: California Department of Economic Development, Labor Force data. March 2024 Benchmark. 2024 unemployment figure for the City from California Office of Business and Economic Development. Not seasonally adjusted.
As of July 2025, the State Department of Employment Development reported the preliminary unemployment rate (not seasonally adjusted) in the City to be 8.2%. This compares with an unadjusted unemployment rate of 6.2% for San Bernardino County, 6.1% for California , and 4.2% for the nation for the same period.
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Employment by Industry
The following table summarizes employment by industry in the County from 2020 through 2024. A breakdown of such information for the City is not readily available.
COUNTY OF SAN BERNARDINO
Employment by Industry
(in thousands)
Calendar Years 2020-2024
2020 2021 2022 2023 2024
Farm 2,300 2,300 2,500 2,400 2,100
Mining and Logging 900 1,000 1,000 1,100 1,100
Construction 38,100 39,200 40,900 41,600 41,400
Manufacturing 52,200 52,500 55,100 53,400 50,800
Trade, Transportation, and Utilities 233,700 255,100 267,000 260,900 257,800 Information 4,100 4,400 7,500 7,600 7,300
Financial Activities 23,100 23,700 23,400 23,700 23,100 Professional and Business Services 83,900 92,100 95,300 88,200 84,800 Education and Health Services 129,100 129,700 135,800 146,100 152,100 Leisure and Hospitality 63,700 71,600 79,800 83,000 81,400 Other Services 20,300 21,800 23,000 23,900 24,300
Government 124,000 122,200 128,300 132,700 139,300
Total All Industries (1) 775,400 815,700 859,600 864,500 865,400
(1) Totals may not add due to rounding.
Source: State of California, Employment Development Department, Labor Market Information Division, San Bernardino County Industry Employment & Labor Force - by Annual Average, March 2020 Benchmark.
Taxable Sales
The following table presents taxable retail sales in the City for the years 2020 through 2024 (the most recent full year for which such information is available). Through the second quarter of 2025, taxable sales for all outlets totaled $653,594.
CITY OF VICTORVILLE
Summary of Taxable Sales by Category
Calendar Years 2020-2024
(in thousands of dollars)
Type of Business 2020 2021 2022 2023 2024
Retail and Food Services $1,809,260 $2,358,451 $2,348,339 $2,233,437 $2,193,908 All Other Outlets 183,904 211,473 303,954 380,623 383,112 Total All Outlets $1,993,164 $2,569,925 $2,652,293 $2,614,061 $2,577,021
Source: Taxable Sales in California, California Department of Tax and Fee Administration for 2020-2024.
Transportation
Victorville has access to Interstate 15, Highway 18 and Highway 395. The City is centrally located on both sides of Interstate 15, approximately 35 miles north of San Bernardino. U.S. Highway 395, which heads north to Ridgecrest, Bishop and northwestern Nevada, bisects the western sector of the City. State Highway 18
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from Palmdale enters the City to the west and traverses the City on its way to Apple Valley, Lucerne Valley, and Big Bear Lake.
Regularly scheduled air transportation for passengers occurs at Ontario International Airport, located approximately 40 miles south of the City. Local bus transportation is available through the Victor Valley Transit Authority. Rail service is provided by the Burlington Northern Santa Fe Railroads. The City has an Amtrak stop on the Burlington Northern Santa Fe main line between Las Vegas and Los Angeles.
Community Facilities
Since 1962, the City has contracted with the San Bernardino County Sheriff’s office to provide full service police protection, including 24-hour dispatching and 911 emergency services. There are two hospitals in the City of Victorville, Victor Valley Global Medical Center and Desert Valley Hospital, which is affiliated with Desert Valley Medical Center.
Educational services are provided through the Victor Elementary School District which operates one preschool and 17 elementary schools; Victor Valley Union High School, which operate s 11 schools in the district; Adelanto Elementary School District which operates 4 elementary schools and one middle school; Hesperia Unified School District, which operates one elementary school; and Snowline Joint Unified School District, which operates one elementary school. There is one community college, Victor Valley College.
Within the City, there are 18 parks, five community centers, one swimming pool, one golf course and a library.
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APPENDIX C
SUMMARY OF PRINCIPAL LEGAL DOCUMENTS
The following is a brief summary of certain provisions of the Indenture that are not otherwise described in the text of this Official Statement. Such summary is not intended to be definitive, and reference is made to the actual Indenture (copies of which may be obtained from the Trustee) for the complete terms thereof. [TO COME]
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APPENDIX D
FORM OF BOND COUNSEL OPINION
Upon issuance of the 2025 Bonds, Stradling Yocca Carlson & Rauth LLP, Bond Counsel, proposes to render its final approving opinion in substantially the following form:
[Delivery Date]
Southern California Logistics Airport Authority
Victorville, California
Re: $__________ Southern California Logistics Airport Authority Junior Lien Tax Allocation Refunding Bonds, Series 2025A
Ladies and Gentlemen:
We have examined the Constitution and the laws of the State of California, a certified record of the proceedings of the Southern California Logistics Airport Authority (the “Authority”) taken in connection with the issuance by the Authority of the Southern California Logistics Airport Authority Junior Lien Tax Allocation Refunding Bonds , Series 2025A (the “Bonds”) and such other information and documents as we consider necessary to render this opinion.
In rendering this opinion, we have relied upon certain representations and certifications of fact made by the Authority, the City of Victorville (the “City”), the initial purchaser of the Bonds, and others, and opinions of counsel to the Authority. We have not undertaken to verify through independent investigation the accuracy of the representations and certifications relied upon by us.
The Bonds have been issued pursuant to the Marks-Roos Local Bond Pooling Act of 1985, as amended (Article 4 of Chapter 5 of Division 7 of Title 1 of the California Government Code) (the “ Act”), Parts 1.8 (commencing with Section 34161) and 1.85 (commencing with Section 34170) of Division 24 of the California Health & Safety Code, as amended, that certain Indenture of Trust dated as of November 1, 2025 (the “Indenture”), by and between the Authority and The Bank of New York Mellon Trust Company, N.A., as Trustee, and an authorizing resolution adopted by the Board of Directors of the Authority (the “ Board”) on February 4, 2025 (the “Resolution”), approving the Indenture. Capitalized terms not defined herein shall have the meaning set forth in the Indenture. Debt service on the Bonds is secured by Pledged Tax Revenues, as described in the Indenture.
We have assumed the genuineness of all documents and signatures presented to us, the authenticity of documents submitted as originals and the conformity to originals of documents submitted as copies. We have not undertaken to verify independently, and have assumed, the accuracy of the factual matters represented, warranted or certified in the documents, and of the legal conclusions contained in the opinions referred to in the preceding paragraphs of this opinion. Furthermore, we have assumed compliance wi th all covenants and agreements contained in the Bonds and the Indenture.
Based upon our examination of the foregoing, and in reliance thereon and on all matters of fact as we deem relevant under the circumstances, and upon consideration of applicable laws, we are of the opinion that:
(1) The Bonds have been duly and validly authorized by the Authority and are legal, valid and binding limited obligations of the Authority, enforceable in accordance with their terms and the terms of the Indenture.
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(2) The Indenture has been duly executed and delivered by the Authority. The Indenture creates a valid pledge of the Pledged Tax Revenues to secure the Bonds and the amounts on deposit in certain funds and accounts established under the Indenture to secure the Bonds, as and to the extent provided in the Indenture. The Indenture constitutes the valid and binding agreement of the Authority and is enforceable against the Authority in accordance with its terms.
(3) Under existing statutes, regulations, rulings and judicial decisions, and assuming the accuracy of certain representations and compliance with certain covenants and requirements described herein, interest (and original issue discount) on the Bonds is exclu ded from gross income for federal income tax purposes and is not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals; however, it should be noted that with respect to applicable corporations as defined in Section 59(k) of the Internal Revenue Code of 1986, as amended (the “Code”), interest (and original issue discount) with respect to the Bonds might be taken into account in determining adjusted financial statement income for the purposes of computing the alternative minimum tax imposed on such corporations. (4) Interest (and original issue discount) on the Bonds is exempt from State of California personal income tax.
(5) The difference between the issue price of a Bond (the first price at which a substantial amount of the Bonds of a maturity are to be sold to the public) and the stated redemption price at maturity with respect to such Bonds (to the extent the redemption price at maturity is greater than the issue price) constitutes original issue discount. Original issue discount accrues under a constant yield method, and original issue discount will accrue to a Bond owner before receipt of cash attributable to such ex cludable income. The amount of original issue discount deemed received by a Bond owner will increase the Bond owner’s basis in the applicable Bond. (6) The amount by which a Bond owner’s original basis for determining loss on sale or exchange in the applicable Bond (generally, the purchase price) exceeds the amount payable on maturity (or on an earlier call date) constitutes amortizable Bond premium, which must be amortized under Section 171 of the Code; such amortizable Bond premium reduces the Bond owner’s basis in the applicable Bond (and the amount of tax- exempt interest received), and is not deductible for federal income tax purposes. The basis reduction as a result of the amortization of Bond premium may result in a Bond owner realizing a taxable gain when a Bond is sold by the owner for an amount equal to or less (under certain circumstances) than the original cost of the Bond to the owner. Purchasers of the Bonds should consult their own tax advisors as to the treatment, computation and collateral consequences of amortizable Bond premium.
The opinions expressed herein as to the exclusion from gross income for federal income tax purposes of interest (and original issue discount ) on the Bonds are based upon certain representations of fact and certifications made by the Authority and are subject to the condition that the Authority comply with all requirements of the Code that must be satisfied subsequent to the issuance of the Bonds to assure that such interest (and original issue discount) will not become includable in gross income for federal income tax purposes.
Failure to comply with such requirements of the Code might cause interest (and original issue discount) on the Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. The Authority each has covenanted to comply with all such requirements. Except as set forth in paragraphs (3) through (6) above, we express no opinion as to any tax consequences related to the Bonds.
Certain requirements and procedures contained or referred to in the Indenture and the Tax Certificate may be changed, and certain actions may be taken, under the circumstances and subject to the terms and conditions set forth in such documents, upon the advice or with the approving opinion of counsel nationally recognized in the area o f tax-exempt obligations. We express no opinion as to the effect on the exclusion of interest (and original issue discount) on the Bonds from gross income for federal income tax purposes on and after the date on which any such change occurs or action is taken upon the advice or approval of counsel other than Stradling Yocca Carlson & Rauth LLP.
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It is possible that subsequent to the issuance of the Bonds there might be federal, state, or local statutory changes (or judicial or regulatory interpretations of federal, state, or local law) that affect the federal, state, or local tax treatment of the Bonds or the market value of the Bonds. No assurance can be given that subsequent to the issuance of the Bonds such changes or interpretations will not occur.
Our opinion is limited to matters governed by the laws of the State of California and federal income tax law. We assume no responsibility with respect to the applicability or the effect of the laws of any other jurisdiction. The opinions expressed herein are based upon our analysis and interpretation of existing laws, regulations, rulings and judicial decisions and cover certain matters not directly addressed by such authorities.
The opinions expressed herein may be affected by actions taken (or not taken) or events occurring (or not occurring) after the date hereof. Our engagement as Bond Counsel terminates upon the issuance of the Bonds and we have not undertaken to determine, or to inform any person, whether any such actions or events are taken (or not taken) or do occur (or do not occur).
We call attention to the fact that the rights and obligations under the Indenture and the Bonds are subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws affecting creditors’ rights, to the application of equitable principles if equitable remedies are sought, to the exercise of judicial discretion in appropriate cases and to limitations on legal remedies against public agencies in the State of California.
By delivering this opinion, we are not expressing any opinion with respect to any indemnification, contribution, liquidated damages, penalty (including any remedy deemed to constitute a penalty), right of set - off, arbitration, judicial reference, choice of law, choice of forum, choice of venue, non-exclusivity of remedies, waiver or severability provisions contained in the Bonds or the Indenture, nor are we expressing any opinion with respect to the state or quality of title to or interest in any assets described in or as subject to the lien of the Indenture or the accuracy or sufficiency of the description contained therein of, or the remedies available to enforce liens on any assets thereunder.
We express no opinion herein as to the accuracy, completeness or sufficiency of the Official Statement relating to the Bonds or other offering material relating to the Bonds and expressly disclaim any duty to advise the owners of the Bonds with respect to matters contained in the Official Statement and any other offering material relating to the Bonds.
Respectfully submitted,
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APPENDIX E
BOOK-ENTRY ONLY SYSTEM
The information in this Appendix concerning The Depository Trust Company (“DTC”), New York, New York, and DTC’s book-entry system has been obtained from DTC and the Authority takes no responsibility for the completeness or accuracy thereof. The Authority cannot and does not give any assurances that DTC, DTC Participants or Indirect Participants will distribute to the Beneficial Owners (a) payments of interest, principal or premium, if any, with respect to Bonds, (b) certificates representing ownership interest in or other confirmation or ownership interest in Bonds, or (c) redemption or other notices sent to DTC or Cede & Co., its nominee, as the registered owner of Bonds, or that they will so do on a timely basis, or that DTC, DTC Participants or DTC Indirect Participants will act in the manner described in this Appendix. The current “Rules” applicable to DTC are on file with the Securities and Exchange Commission and the current “Procedures” of DTC to be followed in dealing with DTC Participants are on file with DTC.
The Depository Trust Company ( “DTC”), New York, NY, will act as securities depository for the Bonds. Bonds will be issued as fully- registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered certificate will be issued for each maturity of Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC.
DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “ clearing corporation ” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants ( “Direct Participants”) deposit with DTC. DTC also facilitates the post- trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non- U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ( “DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non- U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a Standard & Poor’s rating of AA+.
The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com.
Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for Bonds on DTC’s records. The ownership interest of each actual purchaser of each Bond (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in Bonds are to be accomplished by entries made on the books of Direct and Ind irect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Bonds, except in the event that use of the book-entry system for Bonds is discontinued.
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To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of Bonds; DTC’s records reflect only the identity of the Direct Pa rticipants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Bond documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them.
Redemption notices shall be sent to DTC. If less than all of Bonds within a maturity are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Authority as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).
Principal, premium (if any), and interest payments on Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the Authority or the Trustee, on payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, the Trustee, or the Authority, subject to any statutory or regulatory requirements as may be in effect from time to time. Principal, premium (if any), and interest payments with respect to Bonds to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Authority or the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.
DTC may discontinue providing its services as depository with respect to Bonds at any time by giving reasonable notice to the Authority or the Trustee. Under such circumstances, in the event that a successor depository is not obtained, certificates representing Bonds are required to be printed and delivered.
The Authority may decide to discontinue use of the system of book- entry-only transfers through DTC (or a successor securities depository). In that event, representing Bonds will be printed and delivered to DTC in accordance with the provisions of the Indenture.
The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that the Authority believes to be reliable, but the Authority takes no responsibility for the accuracy thereof.
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APPENDIX F
SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITY
AUDITED FINANCIAL STATEMENTS FOR
FISCAL YEAR ENDED JUNE 30, 2024
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APPENDIX G
CITY OF VICTORVILLE
AUDITED FINANCIAL STATEMENTS FOR
FISCAL YEAR ENDED JUNE 30, 2024
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APPENDIX H
STATE DEPARTMENT OF FINANCE LETTER
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APPENDIX I
FORM OF CONTINUING DISCLOSURE CERTIFICATE
Upon the issuance of the Bonds, the Southern California Logistics Airport Authority proposes to enter into a Continuing Disclosure Certificate in substantially the following form:
This Continuing Disclosure Certificate (the “Disclosure Certificate”), dated November ___, 2025, is executed and delivered by the Southern California Logistics Airport Authority (the “Authority”) in connection with the issuance of $_________ aggregate principal amount of Southern California Logistics Airport Authority Junior Lien Tax Allocation Refunding Bonds, Series 2025A (the “Bonds”). The Bonds are being issued pursuant to the Indenture of Trust, dated as of November 1, 2025 (the “Indenture”), by and be tween the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The Authority covenants and agrees as follows:
SECTION 1. Purpose of the Disclosure Certificate . This Disclosure Certificate is being executed and delivered by the Authority for the benefit of the Owners and Beneficial Owners of the Bonds and in order to assist the Participating Underwriter in complying with Securities and Exchange Commission Rule 15c2-12(b)(5).
SECTION 2. Definitions. In addition to the definitions set forth in the Indenture, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section 2, the following capitalized terms shall have the following meanings:
“Annual Report” shall mean any Annual Report provided by the Authority pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. “Beneficial Owner” shall mean any person which has or shares the power, directly or indirectly, to make investment decisions concerning ownership of any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries).
“City” shall mean the City of Victorville, California.
“Disclosure Representative” shall mean the Treasurer of the Authority or his or her designee, or such other officer or employee as the Authority shall designate in writing to the Dissemination Agent from time to time.
“Dissemination Agent” shall mean The Bank of New York Mellon Trust Company, N.A., or any successor Dissemination Agent designated in writing by the Authority and which has filed with the Authority a written acceptance of such designation.
“Financial Obligation” shall mean, for purposes of the Listed Events set out in Section 5(a)(10) and Section 5(b)(8), a (i) debt obligation; (ii) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (iii) guarantee of (i) or (ii). The term “Financial Obligation” shall not include municipal securities (as defined in the Securities Exchange Act of 1934, as amended) as to which a final official statement (as defined in the Rule) has been provided to the MSRB consistent with the Rule.
“Fiscal Year” shall mean the period beginning on July 1 of each year and ending on the next succeeding June 30, or any other 12- month or 52-week period hereafter selected by the Authority, with notice of such change in fiscal year to be provided as set forth herein.
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“Listed Events” shall mean any of the events listed in Section 5(a) or 5(b) of this Disclosure Certificate.
“MSRB” shall mean the Municipal Securities Rulemaking Board or any other entity designated or authorized by the SEC to receive reports or notices pursuant to the Rule. Until otherwise designated by the MSRB or the SEC, filings with the MSRB are to be made through the Electronic Municipal Market Access (EMMA) website of the MSRB, currently located at http://emma.msrb.org. “Official Statement” shall mean the Official Statement dated __________, 2025 relating to the Bonds.
“Participating Underwriter” shall mean Raymond James & Associates, Inc., the underwriter of the Bonds required to comply with the Rule in connection with the offering of the Bonds. “Rule” shall mean Rule 15c2-12(b)(5) adopted by the SEC under the Securities Exchange Act of 1934, as the same may be amended from time to time.
“SEC” shall mean the Securities and Exchange Commission or any successor agency thereto.
SECTION 3. Provision of Annual Reports.
(a) The Authority shall, or shall cause the Dissemination Agent to, by not later than the March 31 next succeeding the end of each Fiscal Year of the Authority (or in the event of any change in the Fiscal Year of the Authority, the end of the ninth month next succeeding the end of each Fiscal Year of the Authority), commencing with the report for the Fiscal Year ending June 30, 2025, provide to the MSRB an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. Each Annual Report must be submitted in electronic format in the manner and accompanied by such identifying information as is prescribed by the MSRB, and may include by reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the Authority may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date. If the Authority’s Fiscal Year changes, the Authority shall give notice of such change in the same manner as for a Listed Event under Section 5(e) hereof. The Authority shall provide a written certification with each Annual Report furnished to the Dissemination Agent to the effect that such Annual Report constitutes the Annual Report required to be furnished by it hereunder. The Dissemination Agent may conclusively rely upon such certification of the Authority and shall have no duty or obligation to review such Annual Report).
(b) Not later than fifteen (15) Business Days prior to the date specified in subsection (a) for providing the Annual Report to the MSRB, the Authority shall provide its Annual Report to the Dissemination Agent. If by fifteen (15) Business Days prior to suc h date, the Dissemination Agent has not received a copy of the Annual Report from the Authority, the Dissemination Agent shall contact the Disclosure Representative to determine if the Authority is in compliance with subsection (a). (c) If the Dissemination Agent is unable to verify that an Annual Report of the Authority has been provided to the MSRB by the date required in subsection (a), the Dissemination Agent shall send a notice, in electronic format, to the MSRB, such notice to be in substantially the form attached hereto as Exhibit A.
(d) Unless the Authority shall have informed the Dissemination Agent in writing that the Authority has provided its Annual Report directly to the MSRB, the Authority shall inform the Dissemination Agent and (if the Dissemination Agent is not the Trustee) the Trustee in writing that its Annual Report has been provided to the MSRB pursuant to this Disclosure Certificate and stating the date it was provided. The Dissemination Agent shall, to the extent the Authority has provided the Dissemination Agent with
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the Annual Report, inform the Authority and the Trustee (if the Dissemination Agent is not the Trustee) in writing that the Annual Report has been provided to the MSRB pursuant to this Disclosure Certificate and stating the date it was provided. The Dissem ination Agent shall have no responsibility for the content of any Annual Report or any notice prepared by the Authority pursuant to this Disclosure Certificate.
SECTION 4. Content of Annual Reports.
(a) The Annual Report shall contain or include by reference the following:
(i) The audited financial statements of the Authority for the prior Fiscal Year, prepared in accordance with generally accepted accounting principles for governmental enterprises as prescribed from time to time by any regulatory body with jurisdiction over the Authority and by the Governmental Accounting Standards Board. If the Authori ty’s audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited f inancial statements in a format similar to the financial statements contained in the Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available.
(ii) The audited financial statements of the City for the prior Fiscal Year (including schedules relating to the Authority, if any), prepared in accordance with generally accepted accounting principles for governmental enterprises as prescribed from time to time by any regulatory body with jurisdiction over the City and by the Governmental Accounting Standards Board. If the City’s audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the audited financial statements of the City shall be filed in the same manner as the Annual Report when they become available.
If the City has prepared unaudited financial statements, the Authority shall request that the City provide such unaudited financial statements to the MSRB pursuant to this Disclosure Certificate, and the audited financial statements of the City shall be filed in the same manner as the Annual Report when they become available.
(iii) Unless otherwise provided in the audited financial statements filed on or before the Annual Report Date, financial information and operating data with respect to the Authority for the most recently -completed fiscal year (unless otherwise noted below), substantially similar to that provided in the corresponding tables in the Official Statement, if applicable:
(i) Principal amount of Bonds and any Parity Debt outstanding. (ii) Description of issuance by the Authority of any debt payable from or secured by a pledge of Pledged Tax Revenues in the most recently completed fiscal year (including details as to date, amount, term, rating, and insurance). (iii) The total assessed value and incremental value of property and estimated Tax Increment Revenue in the Combined Project Area for the then- current Fiscal Year, to the extent that data is available from the County Auditor - Controller, in substantially the form of Table 1A in the Official Statement. (iv) The historic Tax Increment Revenue, Pledged Tax
Revenues, and debt service coverage in the Combined Project Area for the most recently-completed fiscal year, to the extent that data is available from the County Auditor-Controller.
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(v) The ten largest local secured and unsecured property taxpayers in the Combined Project Area in the form of Table 4A in the Official Statement.
(b) Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the Authority or public entities related thereto, which have been submitted to the MSRB or the SEC. If the document included by reference is a final official statement, it must be available from the MSRB. The Authority shall clearly identify each such other document so included by reference.
SECTION 5. Reporting of Significant Events.
(a) Pursuant to the provisions of this Section 5, the Authority shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, not later than ten (10) business days after the occurrence of the event:
1. Principal and interest payment delinquencies;
2. Unscheduled draws on debt service reserves reflecting financial difficulties;
3. Unscheduled draws on credit enhancements reflecting financial difficulties;
4. Substitution of credit or liquidity providers, or their failure to perform;
5. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability or Notices of Proposed Issue (IRS Form 5701- TEB);
6. Tender offers;
7. Defeasances;
8. Rating changes;
9. Bankruptcy, insolvency, receivership or similar event of the Authority; and
10. Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the Authority, any which reflect financial difficulties.
Note: for the purposes of the event identified in subparagraph (9), the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for the Authority in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Authority, or if such jurisdiction has been assumed by leaving the exi sting governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Authority.
(b) Pursuant to the provisions of this Section 5, the Authority shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, if material, not later than ten (10) business days after the occurrence of the event:
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1. Non-payment related defaults;
2. Unless described in paragraph 5(a)(5), other material notices or determinations by the Internal Revenue Service with respect to the tax status of the Bonds or other material events affecting the tax status of the Bonds;
3. Modifications to rights of Owners;
4. Bond calls;
5. Release, substitution, or sale of property securing repayment of the Bonds;
6. The consummation of a merger, consolidation, or acquisition involving the Authority or the sale of all or substantially all of the assets of the Authority, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms;
7. Appointment of a successor or additional trustee or the change of name of a trustee; and
8. Incurrence of a Financial Obligation of the Authority, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the Authority, any of which affect Owners. (c) The Dissemination Agent shall, within two (2) Business Days of obtaining at its corporate trust office actual knowledge of the occurrence of any of the Listed Events, contact the Disclosure Representative, inform such person of the event, and request t hat the Authority promptly notify the Dissemination Agent in writing whether or not to report the event pursuant to subsection (e); provided, however, that the failure by the Dissemination Agent to so notify the Disclosure Representative and make such request shall not relieve the Authority of its duty to report any of the Listed Events as required by this Section 5 nor impose any liability upon the Dissemination Agent. The Dissemination Agent shall have no responsibility to determine the materiality of any Listed Event.
(d) Whenever the Authority obtains knowledge of the occurrence of a Listed Event described in subsection (b), whether because of a notice from the Dissemination Agent pursuant to subsection (c) or otherwise, the Authority shall as soon as possible determine if such event would be material under applicable federal securities laws.
(e) Upon the occurrence of a Listed Event described in subsection (a), or if the Authority determines that knowledge of a Listed Event described in subsection (b) would be material under applicable federal securities laws, the Authority shall within ten (10) business days of occurrence instruct the Dissemination Agent to a notice of such occurrence with the MSRB in electronic format, accompanied by such identifying information as is prescribed by the MSRB. If the Dissemination Agent has been instructed by t he Authority to report the occurrence of a Listed Event, the Dissemination Agent shall file a notice of such occurrence with the MSRB. Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(7) and (b)(4) need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to Owners of affected Bonds pursuant to the Indenture.
SECTION 6. Termination of Reporting Obligation. The obligations of the Authority and the Dissemination Agent under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds and with respect to any Bonds upon the maturity, defeasance, prior redemption or payment in full of such Bonds.
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SECTION 7. Dissemination Agent. The Authority may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The initial Dissemination Agent shall be The Bank of New York Mellon Trust Company, N.A.
SECTION 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the Authority may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied:
(a) If the amendment or waiver relates to the provisions of Sections 3(a), 4, 5(a) or 5(b), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of an obligated person with respect to the Bonds, or the type of business conducted;
(b) The undertaking, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and
(c) The amendment or waiver either (i) is approved by the Owners of the Bonds in the same manner as provided in the Indenture with respect to amendments to the Indenture which require the consent of Owners, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the Owners or Beneficial Owners of the Bonds.
In the event of any amendment or waiver of a provision of this Disclosure Certificate, the Authority shall describe such amendment in its next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Authority. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in the same manner as for a Listed Event, and (ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if fea sible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. The Dissemination Agent shall not be obligated to enter into any amendment which adversely affects the Dissemination Agent’s own rights, duties or immunities under this Disclosure Certificate or otherwise.
SECTION 9. Additional Information . Nothing in this Disclosure Certificate shall be deemed to prevent the Authority from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the Authority chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the Authority shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event.
SECTION 10. Default. In the event of a failure of the Authority or the Dissemination Agent to comply with any provision of this Disclosure Certificate, the Trustee may (and, at the request of any Participating Underwriter or the Owners of at least 25% aggregate principal amo unt of Outstanding Bonds, shall), subject to prior receipt of indemnification satisfactory to it, and payment of its fees and expenses including fees and expenses of its counsel, or any Owner or Beneficial Owner of the Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Authority or the Dissemination Agent, as the case may be, to comply with its obligations under this Disclosure Certificate. A defa ult under this Disclosure Certificate shall not be deemed an Event of Default under the
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Indenture, and the sole remedy under this Disclosure Certificate in the event of any failure of the Authority or the Dissemination Agent to comply with this Disclosure Certificate shall be an action to compel performance.
SECTION 11. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent (if other than the Trustee or the Trustee in its capacity as Dissemination Agent) shall have only such duties as are specifically set forth in this Disclosure Certificate. In its capacity as Dissemination Agent, the Dissemination Agent shall be entitled to the protections and limitations from liability afforded to the Trustee under the Indenture. The Authority agrees to indemnify and save the Dissemination Agent, and its officers, directors, employees , and the Authority agrees to indemnify and save the Dissemination Agent, and its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in t he exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys’ fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent’s negligence or willful miscon duct. The obligations of the Authority under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. The Dissemination Agent shall receive reasonable compensation for its services as dissemination agent, and reimbursement for all expenses incurred by it, under this Disclosure Agreement.
SECTION 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Authority, the Dissemination Agent, the Trustee, the Participating Underwriter and Owners and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity. No person shall have any right to commence any action against the Dissemination Agent seeking any remedy other than to compel specific performance of this Disclosure Certificate. The Dissemination Agent shall not b e liable under any circumstances for monetary damages to any person for any breach of this Disclosure Certificate.
SECTION 13. California Law. This Disclosure Certificate shall be construed and governed in accordance with the laws of the State of California.
SECTION 14. Notices. All written notices to be given hereunder shall be given by Electronic Means, in person, via electronic mail or by U.S. mail, postage prepaid, to the party entitled thereto at its address set forth below, or at such other address as such party may provide to the other parties in writing from time to time, namely:
To the Authority: Southern California Logistics Airport Authority c/o City of Victorville
14343 Civic Drive
P.O. Box 5001
Victorville, California 92393
Attention: Treasurer
Telephone: (760) 955-5079
To the Dissemination Agent: The Bank of New York Mellon Trust Company, N.A.
333 South Hope Street, Suite 2525
Los Angeles, California 90071
Attention: Patrick Olan
Telephone: (213) 533-4413
Email: [email protected]
The Dissemination Agent and the Authority may, by notice given hereunder, designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent.
Unless specifically otherwise required by the context of this Disclosure Certificate, any notices required to be given hereunder to the Dissemination Agent or the Authority may be given by any form of electronic
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transmission capable of producing a written record. Each such party shall file with the Dissemination Agent information appropriate to receiving such form of electronic transmission.
SECTION 15. Electronic Signatures. The Authority agrees that the transaction consisting of this Disclosure Certificate may be conducted by electronic means. The Authority agrees, and acknowledges that it is the Authority’s intent, that if the Authority signs this Disclosure Certificate using an electronic signature, it is signing, adopting and accepting this Disclosure Certificate and that signing this Disclosure Certificate using an electronic signature is the legal equivalent of having placed its handwrit ten signature on this Disclosure Certificate on paper. The Authority acknowledges that it is being provided with an electronic or paper copy of this Disclosure Certificate in a usable format.
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IN WITNESS WHEREOF, this Disclosure Certificate is executed and delivered by the Authority as of the date set forth above.
SOUTHERN CALIFORNIA LOGISTICS
AIRPORT AUTHORITY
By:
Treasurer, City of Victorville
Acknowledged and agreed to by the
Dissemination Agent by execution below:
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.,
as Dissemination Agent
By:
Authorized Officer
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EXHIBIT A
NOTICE OF FAILURE TO FILE ANNUAL REPORT
Name of Municipal Entity: Southern California Logistics Airport Authority Name of Issue: $_________ Southern California Logistics Airport Authority Junior Lien Tax Allocation Refunding Bonds, Series 2025A
Date of Issuance: November ___, 2025
NOTICE IS HEREBY GIVEN that the Southern California Logistics Airport Authority has not provided an Annual Report with respect to the above-named Bonds as required by the Continuing Disclosure Certificate, dated November ___, 2025, executed by the Authority. The Southern California Logistics Airport Authority anticipates that the Annual Report will be filed by _____________________.
Dated: _______________
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., on behalf of
the Southern California Logistics Airport Authority
cc: Southern California Logistics Airport Authority
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APPENDIX J
SPECIMEN MUNICIPAL BOND INSURANCE POLICY