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97-0519_CAPISTRANO UNIFIED SCHOOL DISTRICT_Promissory NotePROMISSORY NOTE San Juan Capistrano, California Date: May 19, 1997 FOR VALUE RECEIVED, the Capistrano Unified School District (hereinafter referred to as the "District"), of 32972 Calle Perfecto, San Juan Capistrano, California, promises to pay to the order of the SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY, a public body corporate and politic created and existing under the laws of the State of California, its successors and assigns (hereinafter referred to as the "Agency"), the total sum of Two Million Five Hundred Thousand Dollars ($2,500,000.00) in annual installments upon the following terms and conditions: Total Sum. District shall pay to Agency the total sum of Two Million Five Hundred Thousand Dollars ($2,500,000.00) for the purchase of that certain real property, more particularly described as "Elementary School 664640007 Parcel" (the "Parcel") located in the City of San Juan Capistrano, pursuant to the terms of the Second Amended and Restated Agreement for Cooperation between Agency and District, dated May 19, 1997, (hereinafter the "Agreement"). 2. Credit Applied Against Total Purchase Price. The above -stated purchase price set forth in paragraph 1 shall be subject to a credit from the Agency in favor of the District. The credit shall be calculated to equal an amount of money using the same per -acre value established for the Parcel under the terms of the Agreement multiplied by a factor of two and one half (2 and 1/2). Commencement of First Installment Payment and Treatment of Future Installments. The first installment payment shall commence upon the eleventh anniversary of the date that the Agency first makes a tax increment payment to District pursuant to the increment sharing agreement between the parties, and shall thereafter continue on an annual basis until the total amount owing under this note is fully paid. 4. Source of Funds to Repay Note. This note shall be repaid from tax increment funds deriving from the Agency's project area created under Ordinance No. 488 as described in section 5 of the Agreement. Pursuant to said Agreement, the Agency shall create and maintain a "School Facilities Fund" from which tax increment funds shall be utilized to repay the note consistent with the provisions of the Agreement. 5. No Interest. There shall be no interest owing on the total amount owed by District to Agency. cAwp inWwpdo \cus&C�4.ye 05/28/97 N. 0 0 6. Incorporation by Reference. The terms of the Second Amended and Restated Agreement for Cooperation are hereby incorporated by reference. On default, the Agency may exercise any of the remedies granted by this Agreement. Modification of Terms. Agency may, with or without notice to maker, cause additional parties to be added hereto, or release any party hereto, or revise, extend, or renew the note, or extend the time for making any installment provided for herein, or accept any installment in advance, all without affecting the liability of the District. 8. Attorney's Fees. If suit is commenced on the note, the prevailing party shall pay attorney's fees and costs to the other party. 9. Completion of Note. District hereby acknowledges and agrees to date this note as of the day when the loan is made and to complete this note in any other particulars according to the terms of the loan. CAPISTRANO UNIFIED SCHOOL DISTRICT, ais agency Il13y: James A. Fleming, Superintendent APPROVED AS TO FORM: Douglas N. Y man for Parker, Covert & Chidester Special District Counsel APPROVED A TO FORM: John R, aw, Agency Counsel cAwpwin60\wpd=\madW%d .yw -2- 05/28/97 0 0 $9,500,000 SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY NON-NEGOTIABLE NOTE CERTIFICATE OF CAPISTRANO UNIFIED SCHOOL DISTRICT The undersigned, on behalf of the Capistrano Unified School District (the "District"), hereby certifies the following with respect to the above -captioned note (the 'Note"). 1. The District is purchasing that certain parcel of land (the "Parcel') pursuant to and as described in the Purchase and Sale Agreement and Escrow Instructions, dated as of May 19, 1997, between the District as purchaser and the San Juan Capistrano Community Redevelopment Agency (the "Agency") as seller. 2. The District understands that the Parcel was financed by proceeds of the Note; and 3. Absent an opinion of nationally recognized bond counsel acceptable to the Agency that the exclusion from gross income of interest on the Note will not be adversely affected for federal income tax purposes, the District will not permit the Parcel to be utilized by a person or entity (other than a state or local governmental unit) in a trade or business on a basis different from the general public (e.g., pursuant to a lease, operating or management agreement, or by ownership). All use restrictions set forth herein with respect to this subject $9.5 million Note shall automatically terminate upon payment in full of the Note. The undersigned understands that this certificate will be relied upon by Stradling, Yocca, Carlson & Rauth, bond counsel, in rendering certain tax advice to the Agency with respect to the Note. Dated: May 19, 1997 CAPISTRANO UNIFIED SCHOOL DISTRICT By. C3—\ J es A. Fleming, Superintendent cAwpwin604r,d"cak�4.yw 05/2M7 EXHIBIT SF/EET 3 of Q 5/lEE7:5 M B-7i°a3 30., Q=235.25 L=291 �6 ' �- 974203 N. I ,e-3zas' �N� tii � L=6393' . o Bio d �c �I�_Sa�'Z355E -- 539°//Z/ ec", 15,01 110 4,?CEL 8 h V O V f E 2y UNE PCC. 'G `O s 0 a D1 Vn scacE• �'_�' EXHIBIT A 511EE7 4 OF � 5.V�rE775 41, h Legal Description: Parcel B That portion of the easterly 60 acres of Parcel "L" per map recorded in book 2, page 38 of surveys in the county recorders office of Orange County, Califomia as shown on Record of Survey No 97-1020, in the city of San Juan Capistrano, County of Orange, State of California, described u follows: Beginning at a spike and washer at the southwest comer of said easterly 60 acres; thence along the westerly line of said easterly 60 acres N Odeg.03'02"W 37.45' to a point 40.00' with of the centerline of Camino del Avion; thence S 88deg.01'05"E 57.09' parallel with said centerline to the TRUE POINT OF BEGINNING, thence N Ideg. 59'58"E 17.51' to the beginning of a curve concave westerly having a radius of 61.75'; thence northerly 30.28' along said curve through a central angle of 28deg.05'2T' to a iron -tangent fine; - -- thence along said line N16deg.07'2I "W 57.71' to the beginning of a non -tangent curve concave to the east having a radius of 264.75'and to which beginning a radial line bears S63deg.53'58"W , thence northerly 120.37' along said curve through a central angle of 26deg.03'00' ; thence N Odeg.03'02"W 351.00' parallel to the westerly line of said easterly 60 acres to the beginning of a curve concave southeasterly having a radius of 264.75'; then northerly and northeasterly 415.87' along said curve through a central angle of 90deg.00'W' to the beginning of a reverse curve concave to the northwest having a radius of 235.25', a radial line through said beginning of reverse curve bears S Odeg.03'02"B thence easterly and northeasterly 288.80' through a central angle of 70deg.20' I T'; then N 19deg.36"41" E 104.91' to the beginning of a curve concave to the southeast having a radius of 264.75'; thence northerly and northeasterly 328.34' along said curve through a central angle of 71deg.03'30"; thence SS9deg. 19'49"E 1077.98'pmllel with the northerly line of said Parcel "L" to a point which is 33.00' west of the east line of said Parcel "L"; thence SOdeg.03'02"E 29.50' parallel with said east line; thence N89deg. 19'49"W 1078.37' parallel with said northerly line to the beginning of a curve concave southeasterly having a radius of 235 25'; thence westerly and southwesterly 291.76' along said curve through a central angle of 71deg.03'30" then S 19deg.36'41"W 104.91' to the beginning of a curve concave northwesterly having a radius of 264.75'; then southwesterly 49.34' along said curve through a central angle of I Odeg.40'36" to the beginning of a reverse curve concave to the east having a radius of 24.25'; then southerly 34.91' along said reverse curve through a central angle of 82deg.28'23" to the beginning of a reverse curve concave to the west having a radius of 37.75', a radial line through said beginning of reverse curve bears N35deg.34'02'E; then southerly 63.93' along said merse curve through a central angle of 97deg.02'03"to the beginning of a compound curve concave northwesterly having a radius of 326.75'; thence southwesterly 46.82' along said curve through a central angle of Meg. 12'34"; thence S39deg. 11'21"E 13.00' to the beginning of a curve concave north and northwesterly having a radius of 339.75', a radial hearing through said beginning of curve bears S39deg. 11'21"E; then southwesterly and westerly 23106' along said curve through a central angle of 38deg.57'59" to the beginning of a reverse curve concave to the southeast having a radius of 159.75', a radial line through said beginning of reverse curve bears N Odeg.13'22"W; thence westerly and southwesterly 250.46' through a central angle of 89deg.49'40"; thence S Odeg.03'02"E 259.78'; thence S89deg. 56'58"W 77.00 ;thence S Odeg.03'02"E 15.45' to the beginning of a curve concave easterly having a radius of 494.25'; thence southerly 141.53' along said curve through a central angle of 16deg.24'24" to a iron -tangent line; thence S24deg.07' 10"E 94.15' to a non -tangent curve concave southwesterly having a radius of 112.25', to which point a radial line bears N63deg.38'25"E; thence southerly 55.37' along said curve through a central angle of 28deg.15'50" to a non -tangent line; thence Sldeg.59' 58"W 17 48' to a line which is 40.00' north of the cemerline of Camino del Avion; then N 88deg.01'05"W 50.50' along said line to the TRUE POINT OF BEGINNING. Containing 3 43 acres more or less. See Exhibit B attached hereto. �`1�" Z BRUCE G. HALL rw. �Tr• j0�No. 4743 %0, * d,�5/ -97