Resolution Number CRA 91-5-21-134
RESOLUTION NO. CRA 91-5-21-1
A RESOLUTION OF THE SAN JUAN CAPISTRANO COMMUNITY
REDEVELOPMENT AGENCY, AUTHORIZING ISSUANCE OF NOT
TO EXCEED $7,000,000 PRINCIPAL AMOUNT OF SAN JUAN
CAPISTRANO CENTRAL REDEVELOPMENT PROJECT 1991 TAX
ALLOCATION REFUNDING BONDS, APPROVING, AUTHORIZING
AND DIRECTING EXECUTION OF INDENTURE OF TRUST
RELATING THERETO, AUTHORIZING AND DIRECTING
COMPETITIVE BID OF SALE OF SUCH BONDS, APPROVING
OFFICIAL STATEMENT AND PROVIDING OTHER MATTERS
PROPERLY RELATING THERETO
WHEREAS, the Community Redevelopment Agency of the City of San Juan
Capistrano (the "Agency") is authorized pursuant to the Community Redevelopment Law,
being Part 1 of Division 24 (commencing with Section 33000) of the Health do Safety
Code of the State of California (the "Law") to issue its tax allocation refunding bonds for
the purpose of refinancing redevelopment activities within and of benefit to its
redevelopment project areas; and,
WHEREAS, after due investigation and deliberation, the Agency has
determined that it is in the interests of the Agency at this time to provide for the
issuance of its San Juan Capistrano Community Redevelopment Agency, San Juan
Capistrano Central Redevelopment Project 1991 Tax Allocation Refunding Bonds (the
"Bonds"), for the purpose of providing funds to refinance the Agency's outstanding San
Juan Capistrano Central Redevelopment Project 1986 Tax Allocation Notes, (the
"Notes") which Notes were issued to finance redevelopment activities within and of
benefit to the Agency's San Juan Capistrano Central Redevelopment Project Area; and,
WHEREAS, the Bonds are proposed to be issued pursuant to an Indenture of
Trust (the "Indenture") dated as of July 1, 1991, by and between the Agency and Bankers
Trust Company of California, N.A., as trustee, the preliminary form of which is attached
hereto as Exhibit A: and,
WHEREAS, Urban Futures, Inc., (the "Financial Advisor") has caused to be
prepared an Official Statement describing the Bonds, the preliminary form of which is
attached hereto as Exhibit B; and,
WHEREAS, the Agency with the aid of its Staff has reviewed the Indenture and
the Official Statement; and the Agency wishes at this time to approve the foregoing in
the public interests of the Agency; and,
WHEREAS, this Agency Board of Directors deems it proper and the necessity
therefor appears that bids be invited for the Bonds in a principal amount not to exceed
$7,000,000, and that if bids are satisfactory, said bonds be sold in the manner and at the
time and place hereinafter set forth.
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NOW, THEREFORE, BE IT RESOLVED, by the San Juan Capistrano
Community Redevelopment Agency, City of San Juan Capistrano, California, as follows:
SECTION 1. Issuance of Bonds; Approval of Indenture.
The Agency hereby authorizes the issuance of its San Juan Capistrano Central
Redevelopment Project 1991 Tax Allocation Refunding Bonds under and pursuant to the
Law and the Indenture, in the maximum aggregate principal amount of $7,000,000. The
Agency hereby approves the Indenture in substantially the form thereof attached hereto
as Exhibit A, together with any additions thereto or changes therein deemed necessary or
advisable by the Finance Director of the Agency, including, without limitation, the
addition to the Indenture of the final interest rates payable with respect to the Bonds,
and execution of the Indenture shall be deemed conclusive evidence of the Agency's
approval of such additions or changes. The Chairman and Secretary of the Agency are
hereby authorized and directed to execute, attest and affix the seal of the Agency to the
Indenture for and in the name and on behalf of the Agency. The Agency hereby
authorizes the delivery and performance of the Indenture.
SECTION 2.
Sealed proposals for the purchase of bonds of said Agency in a principal
amount not to exceed $7,000,000 be received by this Agency Board of Directors at the
office of Stradling, Yocca, Carlson & Rauth, 660 Newport Center Drive, Suite 1600,
Newport Beach, California, 92660, on June 25, 1991, up to the hour of 10:00 o'clock A.M.
SECTION 3.
The Secretary of the Agency is hereby authorized and directed to cause to be
published a notice inviting such sealed proposals by one insertion in The Bond Buyer, a
newspaper of general circulation, circulated within the State, said publication to be at
least fifteen (15) days prior to the date of opening bids stated in said notice.
The notice shall be substantially as follows:
NOTICE OF SALE
$7,000,000
SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY,
SAN JUAN CAPISTRANO CENTRAL REDEVELOPMENT PROJECT,
L991 TAX ALLOCATION REFUNDING BONDS
ORANGE COUNTY, CALIFORNIA
Proposals will be received up to 10:00 o'clock A.M., June 25, 1991 at Stradling,
Yocca, Carlson & Rauth, 660 Newport Center Drive, Suite 1600, Newport Beach,
California 92660, for the purchase of tax allocation refunding bonds of SAN JUAN
CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY.
The Bonds will mature serially on February 1 of each year, commencing
February 1, 1995, as provided in the Indenture of Trust for such issue. Interest will be
paid on February 1, 1992 and semiannually thereafter on August 1 and February 1 of each
year.
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The legal opinion of Stradling, Yocca, Carlson do Rauth, a Professional
Corporation, Newport Beach, California will be furnished to the successful bidder.
Further information may be obtained from Urban Futures, Inc., Attention:
Marshall Linn, 801 East Chapman Avenue, Suite 106, Fullerton, California 92631, (714)
738-4277.
Jeffrey C. Parker
Agency Secretary
SECTION 4.
The preliminary official statement prepared by the Financial Advisor and
presented to this Board of Directors is approved in substantially the form attached
hereto as Exhibit B. The Financial Advisor is authorized to make such changes in and
additions to the preliminary official statement prior to mailing as may be approved by
the Agency's Finance Director or required by the Agency's Bond Counsel; and the
Agency's Finance Director is hereby authorized and directed to deem such form, as
modified, "final," except for information relating to the offering prices, interest rates,
selling compensation, rating and other terms of the Bonds depending on such matters.
The execution of the official statement by the Chairman of the Agency and the printing
and distribution thereof (in both preliminary and final forms) in connection with the sale
of the Bonds, with such changes as are approved or required as set forth above, are
hereby authorized, approved and directed.
SECTION 5.
The Agency Secretary is hereby authorized and directed to cause to be
furnished to prospective bidders copies of a notice inviting proposals, the bid form and
the preliminary official statement relating to the properties, operations and finances of
the Agency; but the failure, in whole or in part, to comply with this section shall not in
any manner affect the validity of the sale of said Bonds. Said notice and bid form shall
be substantially in the form attached hereto as Exhibit C.
SECTION 6. Official Action.
All actions heretofore taken by the officers and agents of the Agency with
respect to the issuance of the Bonds are hereby approved, confirmed and ratified. The
Chairman, the Executive Director, the Deputy Executive Director, the Secretary, the
Treasurer, and the General Counsel of the Agency and any and all other officers of the
Agency are hereby authorized and directed and, for and in the name and on behalf of the
Agency, to do any and all things and take any and all actions, including execution and
delivery of any and all assignments, certificates, requisitions, agreements (including but
not limited to an agreement providing for investment of the proceeds of the Bonds and an
escrow deposit and trust agreement providing for the refunding of the Notes), notices,
consents, instruments of conveyance, warrants and other documents, which they, or any
of them, may deem necessary or advisable in order to consummate the sale, issuance and
delivery of the bonds to the underwriter for the Bonds pursuant to the documents
approved herein.
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AIM
SECTION 7. Effective Date.
This Resolution shall take effect from and after the date of approval and
adoption thereof.
PASSED, APPROVED, AND ADOPTED this
of May , 1991.
ATTEST:
21st day
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss
CITY OF SAN JUAN CAPISTRANO )
I, JEFFREY C. PARKER, Acting Secretary of the San Juan Capistrano
Community Redevelopment Agency, DO HEREBY CERTIFY that the foregoing is a true
and correct copy of Resolution No. CRA 91-5-21-1 adopted by the Board of
Directors of the San Juan Capistrano Community Redevelopment Agency, at a regular
meeting thereof held on the 21st day of May , 1991, by the following
vote:
AYES: Directors Hausdorfer, Friess, Vasquez,
and Vice Chairman Jones
NOES: None
ABSENT: Chairman Buchheim
(SEAL)
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U3
EXHIBIT A
INDENTURE OF TRUST
Dated as of July 1, 1991
by and between the
SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY
and
BANKERS TRUST COMPANY OF CALIFORNIA, N.A.
as Trustee
Relating to
$7,000,000
San Juan Capistrano Community Redevelopment Agency
San Juan Capistrano Central Redevelopment Project
1991 Tax Allocation Refunding Bonds
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TABLE OF CONTENTS
ARTICLE I
DETERMINATIONS; DEFINITIONS
Section 1.01. Findings and Determinations ........................
Section 1.02. Definitions ........................................
Section 1.03. Rules of Construction ..............................
ARTICLE II
AUTHORIZATION AND TERMS
Section
2.01.
Authorization of Bonds .............................
Section
2.02.
Term of Bonds ......................................
Section
2.03.
Redemption of Bonds ................................
Section
2.04.
Form of Bonds ......................................
Section
2.05.
Execution of Bonds .................................
Section
2.06.
Transfer of Bonds ..................................
Section
2.07.
Exchange of Bonds ..................................
Section
2.08.
Registration Books .................................
Section
2.09.
Temporary Bonds ....................................
Section
2.10.
Bonds Mutilated, Lost, Destroyed or Stolen .........
ARTICLE III
DEPOSIT AND APPLICATION OF PROCEEDS
OF BONDS; PARITY DEBT
Section
3.01.
Issuance of
Bonds ..................................
Section
3.02.
Application
of Proceeds of Sale ....................
Section
3.03.
Costs of Issuance Fund .............................
Section
3.04.
Redevelopment Fund .................................
Section
3.05.
Issuance of
Parity Debt ............................
Section
3.06.
Issuance of
Subordinate Debt .......................
Section
3.07.
Validity of
Bonds ..................................
ARTICLE IV
SECURITY OF BONDS; FLOW OF FUNDS
Section 4.01. Security of Bonds; Equal Security ..................
Section 4.02. Special Fund; Deposit of Tax Revenues ..............
Section 4.03. Transfer of Amounts to Trustee .....................
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Page
Page
ARTICLE V
OTHER COVENANTS OF THE AGENCY
Section 5.01. Punctual Payment ...................................
Section 5.02. Limitation on Additional Indebtedness ..............
Section 5.03. Extension of Payment ...............................
Section 5.04. Payment of Claims ...................................
Section 5.05. Books and Accounts; Financial Statements;
Reporting Requirements ...........................
Section 5.06. Protection of Security and Rights of Owners ........
Section 5.07. Payments of Taxes and Other Charges ................
Section 5.08. Taxation of Leased Property ........................
Section 5.09. Disposition of Property ............................
Section 5.10. Maintenance of Tax Revenues ........................
Section 5.11. No Arbitrage .......................................
Section 5.12. Compliance with the Law; Low and Moderate
IncomeHousing Fund ..............................
Section 5.13. Further Assurances ..................................
ARTICLE VI
THE TRUSTEE
Section
6.01.
Duties, Immunities and Liabilities of Trustee ......
Section
6.02.
Merger or Consolidation ............................
Section
6.03.
Liability of Trustee .........I .....................
Section
6.04.
Right to Rely on Documents .........................
Section
6.05.
Preservation and Inspection of Documents ...........
Section
6.06.
Compensation and Indemnification ...................
Section
6.07.
Deposit and Investment of Moneys in Funds ..........
Section
6.08.
Accounting Records and Financial Statements ........
Section
6.09.
Appointment of Co -Trustee or Agent .................
ARTICLE VII
MODIFICATION OR AMENDMENT OF THIS INDENTURE
Section 7.01. Amendment With Consent of Owners ..................
Section 7.02. Effect of Supplemental Indenture ..................
Section 7.03. Endorsement or Replacement of Bonds After
Amendment .......................................
Section 7.04. Amendment by Mutual Consent .......................
Page
ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES OF OWNERS
Section 8.01. Events of Default and Acceleration of Maturities ..
Section 8.02. Application of Funds Upon Acceleration ............
Section 8.03. Power of Trustee to Control Proceedings ...........
Section 8.04. Limitation on Owner's Right to Sue ................
Section 8.05. Non -waiver ........................................
Section 8.06. Actions by Trustee as Attorney -in -Fact ............
Section 8.07. Remedies Not Exclusive ............................
ARTICLE IX
MISCELLANEOUS
Section
9.01.
Benefits Limited to Parties ......................
Section
9.02.
Successor is Deemed Included in All References
toPredecessor .................................
Section
9.03.
Discharge of Indenture ...........................
Section
9.04.
Execution of Documents and Proof of
Ownership by Owners ............................
Section
9.05.
Disqualified Bonds ...............................
Section
9.06.
Waiver of Personal Liability .....................
Section
9.07.
Destruction of Cancelled Bonds ...................
Section
9.08.
Notices ..........................................
Section
9.09.
Partial Invalidity ...............................
Section
9.10.
Unclaimed Moneys .................................
Section
9.11.
Execution in Counterparts ........................
Section
9.12.
Governing Law ....................................
` 42 14
INDENTURE OF TRUST
THIS INDENTURE OF TRUST (this "Indenture") is made and entered into as of
July 1, 1991, by and between the SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT
AGENCY, a public body corporate and politic, duly organized and existing under
the laws of the State of California (the "Agency"), and BANKERS TRUST COMPANY
OF CALIFORNIA, N.A., a national banking association organized and existing
under the laws of the United States of America, as trustee (the "Trustee");
WITNESSETH:
WHEREAS, the Agency is a public body, corporate and politic, duly
established and authorized to transact business and exercise powers under and
pursuant to the provisions of the Community Redevelopment Law of the State of
California, constituting Part 1 of Division 24 of the Health and Safety Code
of the State (the "Law"), including the power to issue Bonds for any of its
corporate purposes;
WHEREAS, a Redevelopment Plan for the San Juan Capistrano Central
Redevelopment Project in the City of San Juan Capistrano, California (the
"Redevelopment Project") has been adopted and approved by Ordinance No. 488 of
the City of San Juan Capistrano on July 12, 1983 and amended by Ordinance No.
509, adopted on May 15, 1984 and amended by ordinance No. 547, adopted on
July 17, 1985, in compliance with all requirements of the Law;
WHEREAS, the Agency has previously issued its San Juan Capistrano
Community Redevelopment Agency San Juan Capistrano Central Redevelopment
Project Tax Allocation Notes, Issue of 1986, in the aggregate principal amount
of $6,250,000 (the 111986 Notes"), pursuant to Resolution No. CRA 86-8-12-1,
adopted by the Agency on August 12, 1986;
WHEREAS, the 1986 Notes were issued by the Agency to finance, and the
Bonds will be issued by the Agency to refinance, "redevelopment activity"
within the meaning of Section 33678 of the Law;
WHEREAS, in order to provide for the authentication and delivery of the
Bonds, to establish and declare the terms and conditions upon which the Bonds
are to be issued and secured and to secure the payment of the principal
thereof and interest and redemption premium (if any) thereon, the Agency and
the Trustee have duly authorized the execution and delivery of this Indenture;
and
WHEREAS, all acts and proceedings required by law necessary to make the
Bonds, when executed by the Agency, and authenticated and delivered by the
Trustee, the valid, binding and legal special obligations of the Agency, and
to constitute this Indenture a valid and binding agreement for the uses and
purposes herein set forth in accordance with its terms, have been done or
taken;
4 3 ."
NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in order to secure the
payment of the principal of and the interest and redemption premium (if any)
on all the Bonds issued and Outstanding under this Indenture, according to
their tenor, and to secure the performance and observance of all the covenants
and conditions therein and herein set forth, and to declare the terms and
conditions upon and subject to which the Bonds are to be issued and received,
and in consideration of the premises and of the mutual covenants herein
contained and of the purchase and acceptance of the Bonds by the Owners
thereof, and for other valuable considerations, the receipt of which is hereby
acknowledged, the Agency and the Trustee do hereby covenant and agree with one
another, for the benefit of the respective Owners from time to time of the
Bonds, as follows:
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ARTICLE I
DETERMINATIONS; DEFINITIONS
Section 1.01. Findings and Determinations. The Agency has reviewed all
proceedings heretofore taken and has found, as a result of such review, and
hereby finds and determines that all things, conditions and acts required by
law to exist, happen or be performed precedent to and in connection with the
issuance of the Bonds do exist, have happened and have been performed in due
time, form and manner as required by law, and the Agency is now duly
empowered, pursuant to each and every requirement of law, to issue the Bonds
in the manner and form provided in this Indenture.
Section 1.02. Definitions. Unless the context otherwise requires, the
terms defined in this Section 1.02 shall, for all purposes of this Indenture,
of any Supplemental Indenture, and of any certificate, opinion or other
document herein mentioned, have the meanings herein specified.
"Additional Allowance" means, as of the date of calculation, the sum of
the following:
(a) the amount of Tax Revenues which, as shown in the
report of an Independent Redevelopment consultant, are estimated
to be receivable by the Agency in the next succeeding Fiscal
Year as a result of increases in the assessed valuation of
taxable property in the Project Area due to either
(i) construction which has been completed but has not yet been
reflected on the tax roll, or (ii) transfer of ownership or any
other interest in real property, which is not then reflected on
the tax rolls; and
(b) the amount of Tax Revenues which, as shown in the
report of an Independent Redevelopment Consultant, are estimated
to be receivable by the Agency in the next succeeding Fiscal
Year as a result of increases in the assessed valuation of
taxable property in the Project Area due to inflation at an
assumed annual inflation rate equal to the lesser of (i) the
annual rate of inflation for the preceding twelve-month period
for which figures are available or (ii) two percent (2%).
For purposes of this definition, the term "increases in the assessed
valuation" means the amount by which the assessed valuation of taxable
property in the Project Area in the next succeeding Fiscal Year is estimated
to exceed the assessed valuation of taxable property in the Project Area (as
evidenced in a written document from an appropriate official of the County) as
of the date on which such calculation is made.
"Agency" means the San Juan Capistrano Community Redevelopment Agency, a
public body corporate and politic duly organized and existing under the Law.
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"Annual Debt Service" means, for each Bond Year, the sum of (a) the
interest payable on the Outstanding Bonds in such Bond Year, assuming that
Outstanding Serial Bonds are retired as scheduled and that any Outstanding
Term Bonds are redeemed from mandatory sinking fund payments as scheduled,
(b) the principal amount of Outstanding Serial Bonds payable by their terms in
such Bond Year, and (c) the principal amount of any Outstanding Term Bonds
scheduled to be paid or redeemed from mandatory sinking fund payments in such
Bond Year.
"Bond Year" means any twelve-month period beginning on July in any year
and extending to the next succeeding July , both dates inclusive.
"Bonds" means the San Juan Capistrano Community Redevelopment Agency, San
Juan Capistrano Central Redevelopment Project 1991 Tax Allocation Refunding
Bonds, and, if the context requires, any Parity Debt, authorized by and at any
time Outstanding pursuant to this Indenture and any Supplemental Indenture.
"Business Day" means a day of the year on which banks in Los Angeles,
California, or in New York, New York, are not required or permitted to be
closed and on which The New York Stock Exchange is not closed.
"Chairman" means the Chairman of the Agency appointed pursuant to Section
33113 of the Health and Safety Code of the State, or other duly appointed
officer of the Agency authorized by the Agency by resolution or by-law to
perform the functions of the chairman in the event of the chairman's absence
or disqualification.
"Closing Date" means the date
Agency to or upon the order of _
purchaser thereof.
on which the Bonds are delivered by the
as the
"Costs of Issuance" means all items of expense directly or indirectly
payable by or reimbursable to the Agency relating to the authorization,
issuance, sale and delivery of the Bonds and the refunding of all of the 1986
Notes, including but not limited to printing expenses, rating agency fees,
filing and recording fees, fees and charges payable under the 1986 Escrow
Agreement, initial fees, charges and disbursements and first annual
administrative fee of the Trustee and fees and expenses of its counsel, fees,
charges and disbursements of attorneys, financial advisors, accounting firms,
consultants and other professionals, fees and charges for preparation,
execution and safekeeping of the Bonds, and any other cost, charge or fee in
connection with the original issuance of the Bonds.
"Costs of Issuance Fund" means the fund by that name established and held
by the Trustee pursuant to Section 3.03.
"County" means the County of Orange, a county duly organized and existing
under the laws of the State.
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"Debt Service" means the scheduled amount of interest and amortization of
principal payable on the Bonds and on any Parity Debt during the period of
computation, excluding amounts scheduled during such period which relate to
principal which has been retired before the beginning of such period.
"Debt Service Fund" means the fund by that name established and held by
the Trustee pursuant to Section 4.03.
111986 Escrow Agreement" means the 1986 Notes Escrow Deposit and Trust
Agreement, dated as of July 1, 1991, by and among the Agency, the Trustee and
Security Pacific National Bank, acting in its capacity as trustee for the 1986
Notes relating to the redemption, refunding and defeasance of the 1986 Notes.
"Event of Default" means any of the events described in Section 8.01.
"Federal Securities" means direct and general obligations of the United
States of America, or obligations that are unconditionally guaranteed as to
principal and interest by the United States of America, including (in the case
of direct and general obligations of the United States of America) evidences
of direct ownership of proportionate interests in future interest or principal
payments of such obligations. Investments in such proportionate interests
must be limited to circumstances wherein (a) a bank or trust company acts as
custodian and holds the underlying United States obligations; (b) the owner of
the investment is the real party in interest and has the right to proceed
directly and individually against the obligor of the underlying United States
obligations; and (c) the underlying United States obligations are held in
safekeeping in a special account, segregated from the custodian's general
assets, and are not available to satisfy any claim of the custodian, any
person claiming through the custodian, or any person to whom the custodian may
be obligated.
"Fiscal Year" means any twelve-month period beginning on July 1 in any
year and extending to the next succeeding June 30, both dates inclusive, or
any other twelve-month period selected and designated by the Agency as its
official fiscal year period.
"Indenture" means this Indenture of Trust by and between the Agency and
the Trustee, as originally entered into or as it may be amended or
supplemented by any Supplemental Indenture entered into pursuant to the
provisions hereof.
"Independent Accountant" means any accountant or firm of such accountants
duly licensed or registered or entitled to practice and practicing as such
under the laws of the State, appointed by the Agency, and who, or each of whom:
(a) is in fact independent and not under domination of the Agency;
(b) does not have any substantial interest, direct or indirect, with
the Agency; and
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(c) is not connected with the Agency as an officer or employee of
the Agency, but who may be regularly retained to make reports to the
Agency.
"Independent Redevelopment Consultant" means any consultant or firm of
such consultants appointed by the Agency, and who, or each of whom:
(a) is judged by the Agency to have experience in matter relating to
the collection of Tax revenues or otherwise with respect to the financing
of redevelopment projects;
(b) is in fact independent and not under domination of the Agency;
(c) does not have any substantial interest, direct or indirect, with
the Agency; and
(d) is not connected with the Agency as an officer or employee of
the Agency, but who may be regularly retained to make reports to the
Agency.
"Information Services" means Financial Information, Inc.'s "Daily Called
Bond Service", 30 Montgomery Street, 10th Floor, Jersey City, New Jersey
07302, Attention: Editor; Kenny Information Services' "Called Bond Service,"
65 Broad Street, 16th Floor, New York, New York 10006; Moody's Investors
Service "Municipal and Government," 99 Church Street, 8th Floor, New York, New
York 10007, Attention: Municipal News Reports; Standard & Poor's Corporation
"Called Bond Record," 25 Broadway, 3rd Floor, New York, New York 10004; and,
in accordance with then current guidelines of the Securities and Exchange
Commission, such other addresses and/or such other services providing
information with respect to the redemption of bonds as the Agency may
designate in a written Request of the Agency filed with the Trustee.
"Interest Account" means the account by that name established and held by
the Trustee pursuant to Section 4.03(a).
"Interest Payment Date" means February 1, 1992, and each August 1 and
February 1 thereafter so long as any of the Bonds remain Outstanding hereunder.
"Investment Property" means any security (as said term is defined in
section 165(g)(2)(A) or (B) of the Tax Code), obligation, annuity or
investment -type property, excluding, however, obligations the interest on
which is exempt from income tax under section 103 of the Tax Code.
"Law" means the Community Redevelopment Law of the State, constituting
Part !—of Division 24 of the Health and Safety Code of the State, and the acts
amendatory thereof and supplemental thereto.
"Maximum Annual Debt Service" means, as of the date of calculation, the
largest amount obtained by totaling, for the current or any future Bond Year,
the sum of (a) the interest payable on the Outstanding Bonds and any Parity
Debt in such Bond Year, assuming that Outstanding Serial Bonds are retired as
scheduled and that any Outstanding Term Bonds are redeemed from mandatory
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Wit v
sinking fund payments as scheduled, (b) the principal amount of Outstanding
Bonds and any Parity Debt payable by their terms in such Bond Year, and
(c) the principal amount of any outstanding Term Bonds scheduled to be
redeemed from mandatory sinking fund payments in such Bond Year. If any
proceeds of outstanding Parity Debt shall be on deposit in an escrow fund from
which amounts may not be released to the Agency unless the amount of Tax
Revenues for the most recent Fiscal Year (as evidenced in a written document
from an appropriate official of the County), plus at the option of the Agency
the Additional Allowance, at least equals 110 percent of the amount of Maximum
Annual Debt Service which would result if the amount on deposit in such escrow
fund were to be released to the Agency from such escrow fund in accordance
with the terms of the related Supplemental Indenture, then for purposes of
calculating Maximum Annual Debt Service, the Annual Debt Service on such
Parity Debt shall be determined as if the amounts then on deposit in the
escrow fund were withdrawn therefrom and applied to pay or redeem such Parity
Debt in accordance with the terms of the related Supplemental Indenture.
"Nonpurpose Investment" means any Investment Property which is acquired
with dross Proceeds and which is not acquired in order to carry out the
governmental purpose of the Bonds.
"Outstanding", when used as of any particular time with reference to
Bonds, means (subject to the provisions of Section 9.05) all Bonds except:
(a) Bonds theretofore canceled by the Trustee or surrendered to the
Trustee for cancellation;
(b) Bonds paid or deemed to have been paid within the meaning of
Section 9.03; and
(c) Bonds in lieu of or in substitution for which other Bonds shall
have been authorized, executed, issued and delivered by the Agency
pursuant hereto.
"Owner" means, with respect to any Bond, the person in whose name the
ownership of such Bond shall be registered on the Registration Books,
"Parity Debt" means any loans, advances or indebtedness issued or incurred
by the Agency on a parity with the Bonds pursuant to Section 3.05.
"Pass -Through Agreement" means that certain agreement entitled "Agreement
for Reimbursement for Tax Increment Funds (Redevelopment Plan for the San Juan
Capistrano Central Redevelopment Project)" dated I by and
among the San Juan Capistrano Redevelopment Agency, the City of San Juan
Capistrano and the County of Orange.
"Permitted Investments" means any of the following which at the time of
investment are legal investments under the laws of the State for the moneys
proposed to be invested therein:
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(a) Federal Securities;
(b) any of the following obligations of the following agencies of
the United States of America: (i) direct obligations of the Export -Import
Bank; (ii) certificates of beneficial ownership issued by the Farmers Home
Administration; (iii) participation certificates issued by the General
Services Administration; (iv) mortgage-backed bonds or pass-through
obligations issued and guaranteed by the Government National Mortgage
Association, the Federal National Mortgage Association, the Federal Home Loan
Mortgage Corporation or the Federal Housing Administration; and (v) notes
issued by the United States Department of Housing and Urban Development;
federal or state banks (including the Trustee), provided that: (i) in the
case of a savings and loan association, the long-term unsecured obligations of
such savings and loan association shall be rated "A" or better by S&P; and
(ii) in the case of a bank, such demand or time deposits shall be fully
insured by the Federal Deposit Insurance Corporation, or the long-term
unsecured obligations of such bank (or the unsecured obligations of the parent
bank holding company of which such bank is the lead bank) shall be rated "A"
or better by S&P;
(d) commercial paper rated "P-1" or better by S&P;
(e) obligations the interest on which is excludable from gross income
pursuant to section 103 of the Tax Code and which are rated "A" or better by
S&P;
(f) obligations issued by any corporation organized and operating within
the United States of America having assets in excess of $500,000,000, which
obligations are rated "A" or better by S&P;
(g) any investment agreement representing the general obligation of a
financial institution the long-term unsecured debt obligations of which are
rated "A" or better by S&P; and
(h) units of a taxable government money-market portfolio restricted to
obligations issued or guaranteed as to payment of principal and interest by
the full faith and credit of the United States Government or repurchase
agreements collateralized by such obligations.
"Plan Limit" means the limitation contained in the Redevelopment Plan on
the number of dollars of taxes which may be divided and allocated to the
Agency pursuant to the Redevelopment Plan, as such limitation is prescribed by
Section 33333.4 of the Law.
"Principal Account" means the account by that name established and held by
the Trustee pursuant to Section 4.03(b).
"Private Business Use" means use directly or indirectly in a trade or
business carried on by a natural person or in any activity carried on by a
person other than a natural person, excluding use by a governmental unit other
than the federal government and excluding use by any person as a member of the
general public.
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"Proceeds" means the face amount of the Bonds, plus accrued interest and
original issue premium, if any, less original issue discount, if any.
"Project" or"Redevelopment Project" means the undertaking of the Agency
pursuant to the Redevelopment Plan and the Law for the redevelopment of the
Project Area.
"Project Area" means the territory within the Redevelopment Project as
described in the Redevelopment Plan.
"Record Date" means, with respect to any Interest Payment Date, the close
of business on the fifteenth (15th) calendar day of the month preceding such
Interest Payment date, whether or not such fifteenth (15th) calendar day is a
Business Day.
"Redemption Account" means the account by that name established and held
by the Trustee pursuant to Section 4.03(e).
"Redevelopment Fund" means the Fund originally established as the "San
Juan Capistrano Central Redevelopment Project Redevelopment Fund" by Section
12 of Resolution No. CRA 86-8-12-1, adopted by the Agency on August 12, 1986,
and continued as the "Redevelopment Fund" by Section 3.04 of this Indenture.
"Redevelopment Plan" means the Redevelopment Plan for the project
designated as the "San Juan Capistrano Central Redevelopment Project" approved
by Ordinance No. 488, enacted by the City Council of the City of San Juan
Capistrano on July 12, 1983, and amended by Ordinance No. 509, adopted on
May 15, 1984 and amended by Ordinance No. 547, adopted on July 17, 1985,
together with any amendments thereof heretofore or hereafter duly enacted
pursuant to the Law.
"Registration Books" means the records maintained by the Trustee pursuant
to Section 2.08 for the registration and transfer of ownership of the Bonds.
"Reserve Account" means the account by that name established and held by
the Trustee pursuant to Section 4.03(d).
"Reserve Requirement" means the lesser of (i) 10 percent of the original
principal amount of, plus interest accrued to the date of issue on, less
original issue discount (if any), plus original issue premium (if any), on the
Bonds and any Parity Debt or (ii) Maximum Annual Debt Service. If at the time
of calculation of the Reserve Requirement there shall be two (2) or more
reserve accounts established with respect to the Bonds and any Parity Debt,
then the amounts on deposit in such reserve accounts shall be aggregated for
purposes of calculating compliance with the Reserve Requirement.
"Securities Depositories" means The Depository Trust Company, 711 Stewart
Avenue, Garden City, New York 11530, Fax -(516) 227-4039 or 4190; Midwest
Securities Trust Company, Capital Structures -Call Notification, 440 South
LaSalle Street, Chicago, Illinois 60605, Fax -(312) 663-2343; Philadelphia
Depository Trust Company, Reorganization Division, 1900 Market Street,
Philadelphia, Pennsylvania 19103, Attention: Bond Department, Dex-(215)
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496-5058; and in accordance with then current guidelines of the Securities and
Exchange Commission, such other addresses and/or such other securities
depositories as the Agency may designate in a Written Request of the Agency
delivered to the Trustee.
"Serial Bonds" means all Bonds other than the Term Bonds.
"Sinking Account" means the account by that name established and held by
the Trustee pursuant to Section 4.03(c).
"Special Fund" means the fund by that name established and held by the
Agency pursuant to Section 4.02.
"S&P" means Standard & Poor's Corporation, its successors and assigns.
"State" means the State of California.
"Subordinate Debt" means any loans, advances or indebtedness issued or
incurred by the Agency pursuant to Section 3.06, which are either:
(a) payable from, but not secured by a pledge of or lien upon, the Tax
Revenues; or (b) secured by a pledge of or lien upon the Tax Revenues which is
subordinate to the pledge of and lien upon the Tax Revenues hereunder for the
security of the Bonds.
"Supplemental Indenture" means any resolution, agreement or other
instrument which has been duly adopted or entered into by the Agency and
Trustee; but only if and to the extent that such Supplemental Indenture is
specifically authorized hereunder.
"Tax Code" means the Internal Revenue Code of 1986, as amended from time
to time. Any reference to a provision of the Tax code shall be deemed to
include the applicable Tax Regulations promulgated with respect to such
provision.
"Tax Regulations" means temporary and permanent regulations promulgated
under section 103 and all related provisions of the Tax Code.
"Tax Revenues" means all taxes annually allocated within the Plan Limit,
following the Closing Date, and paid to the Agency with respect to the Project
Area pursuant to Article 6 of Chapter 6 (commencing with Section 33670) of the
Law and Section 16 of Article XVI of the Constitution of the State, or
pursuant to other applicable State laws, and as provided in the Redevelopment
Plan, and all payments, subventions and reimbursements, if any, to the Agency
specifically attributable to ad valorem taxes lost by reason of tax exemptions
and tax rate limitations, and including that portion of such taxes otherwise
required by Section 33334.3 of the Law to be deposited in the Low and Moderate
Income Housing Fund, but only to the extent necessary to repay that portion of
the Bonds allocable to the portion of the 1986 Notes and any Parity Debt
(including applicable reserves and financing costs) which were issued or which
shall be issued to finance amounts deposited in the Low and Moderate Income
Housing Fund for use pursuant to Section 33334.2 of the Law to increase or
improve the supply of low and moderate income housing within or of benefit to
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2 .1
the Project Area; but excluding all other amounts of such taxes (if any)
(i) required to be deposited into the Low and Moderate Income Housing Fund of
the Agency pursuant to Section 3334.3 of the Law and (ii) payable by the
Agency under the Pass -Through Agreement.
"Term Bonds" means the Bonds maturing on February 1, 20_, and any Parity
Debt subject to mandatory sinking fund redemption pursuant to any Supplemental
Indenture.
"Trustee" means Bankers Trust Company of California, N.A., as trustee
hereunder, or any successor thereto appointed as trustee hereunder in
accordance with the provisions of Article VI.
"Trust Office" means such corporate trust office of the Trustee as may be
designated from time to time by written notice from the Trustee to the Agency,
initially being 300 South Grand Avenue, Los Angeles, California 90071, except
that with respect to presentation of Bonds for payment or for registration of
transfer and exchange such term shall mean the office or agency of the Trustee
at which at any particular time, its corporate trust business shall be
conducted.
"Written Request of the Agency" or "Written Certificate of the Agency"
means a request or certificate, in writing signed by the Executive Director,
Secretary or Treasurer of the Agency or by any other officer of the Agency
duly authorized by the Agency for that purpose.
Section 1.03. Rules of Construction. All references herein to
"Articles," "Sections" and other subdivisions are to the corresponding
Articles, Sections or subdivisions of this Indenture, and the words "herein",
"hereof," "hereunder" and other words of similar import refer to this
Indenture as a whole and not to any particular Article, Section or subdivision
hereof.
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If
y
ARTICLE II
AUTHORIZATION AND TERMS
Section 2.01. Authorization of Bonds. Bonds in the aggregate principal
amount of Seven Million Dollars ($7,000,000) are hereby authorized to be
issued by the Agency under and subject to the terms of this Indenture, the Law
and Article 11 of Chapter 3 of Part 1 of Division 2 of Title 5 (commencing
with Section 53580) of the Government Code of the State of California. This
Indenture constitutes a continuing agreement with the Trustee for the benefit
of the Owners of all of the Bonds issued or to be issued hereunder and then
Outstanding to secure the full and final payment of principal and redemption
premiums (if any) and the interest on all Bonds which may from time to time be
executed and delivered hereunder, subject to the covenants, aqreements,
provisions and conditions herein contained. The Bonds shall be designated the
"San Juan Capistrano Community Redevelopment Agency, San Juan Capistrano
Central Redevelopment Project 1991 Tax Allocation Refunding Bonds."
Section 2.02. Term of Bonds. The Bonds shall be issued in fully
registered form without coupons in denominations of $5,000 or any integral
multiple thereof and no Bond shall have more than one maturity. The Bonds
shall mature and become payable on the February 1 in each of the years and in
the amounts, and shall bear interest (calculated on the basis of a 360 -day
year of twelve 30 -day months) at the rates per annum, as follows;
Maturity Date Principal Interest Rate
(February 1) Amount Per Annum
Interest on the Bonds shall be payable on each Interest Payment Date to
the person whose name appears on the Registration Books as the Owner thereof
as of the Record Date immediately preceding each such Interest Payment Date,
such interest to be paid by check or draft of the Trustee mailed by first
class mail to such Owner at the address of such Owner as it appears on the
Registration Books; provided, however, that upon the written request of any
Owner of at least $1,000,000 in principal amount of Bonds received by the
Trustee at least fifteen (15) days prior to such Record Date, payment shall be
made by wire transfer in immediately available funds to an account designated
by such Owner. Principal of and redemption premium (if any) on any Bond shall
be paid upon presentation and surrender thereof, at maturity or redemption, at
the Trust Office of the Trustee. Both the principal of and interest and
premium (if any) on the Bonds shall be payable in lawful money of the United
States of America.
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MM
Each Bond shall be dated July 1, 1991, and shall bear interest 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 shall bear interest frorc
such Interest Payment Date; or (b) a Bond is authenticated on or before
January 15, 1992, in which event it shall bear interest from July 1, 1991;
provided, however, that if, as of the date of authentication of any Bond,
interest thereon is in default, such Bond shall bear interest from the
Interest Payment Date to which interest has previously been paid or made
available for payment thereon.
Section 2.03. Redemption of Bonds.
(a) Optional Redemption. The Bonds maturing on or before February 1,
shall not be subject to optional redemption prior to maturity. The
Bonds maturing on February 1, , shall be subject to redemption in whole,
or in part by lot, at the option of the Agency, on any Interest Payment Date
on or after February 1, , from any available source of funds, at a
redemption price (expressed as a percentage of the principal amount of the
Bonds to be redeemed) as follows, in each case together with accrued interest
thereon to the redemption date:
Redemption Redemption
Dates Price
February 1, 2000 and August 1, 2000
February 1, 2001 and August 1, 2001
February 1, 2002 and August 1, 2002
February 1, 2003 and thereafter
The Agency shall be required to give the Trustee written notice of its
intention to redeem Bonds under this subsection (a) at least 60 days prior to
the date fixed for such redemption, and shall transfer to the Trustee for
deposit in the Redemption Account all amounts required for such redemption at
least five (5) Business Days prior to the date fixed for such redemption.
(b) Sinking Account Redemption. The Term Bonds maturing February 1,
20 shall also be subject to redemption in part by lot on February 1, 20
and on February 1 in each year thereafter, from Sinking Account payments made
by the Agency pursuant to Section 4.03(c), at a redemption price equal to the
principal amount thereof to be redeemed together with accrued interest thereon
to the redemption date, without premium, or in lieu thereof shall be purchased
pursuant to the succeeding paragraph of this subsection (b), in the aggregate
respective principal amounts and on the respective dates as set forth in the
following table; provided, however, that if some but not all of the Term Bonds
of any maturity have been redeemed pursuant to subsection (a) above the total
amount of all future Sinking Account payments relating to the Term Bonds so
redeemed for such maturity shall be reduced by an amount corresponding to the
aggregate principal amount of Term Bonds of such maturity so redeemed, to be
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55 1
allocated among such Sinking Account payments on a pro rata basis in integral
multiples of $5,000 as determined by the Agency (notice of which determination
shall be given by the Agency to the Trustee).
Sinking Account Principal Amount
Redemption Date To Be Redeemed
(February 1) or Purchased
In lieu of redemption of Term Bonds pursuant to this subsection (b),
amounts on deposit in the Special Fund (to the extent not required to be
transferred to the Trustee pursuant to Section 4.03 hereof during the current
Bond Year) may also be used and withdrawn by the Agency at any time for the
purchase of the Term Bonds at public or private sale as and when and at such
prices (including brokerage and other charges and including accrued interest)
as the Agency may in its discretion determine. The par amount of any of the
Term Bonds so purchased by the Agency and surrendered to the Trustee for
cancellation in any twelve-month period ending on February 1 in any year shall
be credited towards and shall reduce the principal amount of the Term Bonds
otherwise required to be redeemed on the following February 1 pursuant to this
subsection (b).
(c) Notice of Redemption. The Trustee on behalf and at the expense of
the Agency shall mail (by first class mail, postage prepaid) notice of any
redemption at least 30 but not more than 60 days prior to the redemption date,
to (i) the Owners of any Bonds designated for redemption at their respective
addresses appearing on the Registration Books, and (ii) to the Securities
Depositories and to the Information Services designated in a Written Request
of the Agency filed with the Trustee; but such mailing shall not be a
condition precedent to such redemption and neither failure to receive any such
notice nor any defect therein shall affect the validity of the proceedings for
the redemption of such Bonds or the cessation of the accrual of interest
thereon. Such notice shall state the redemption date and the redemption
price, shall designate the CUSIP number of the Bonds to be redeemed, state the
individual number of each Bond to be redeemed or state that all Bonds between
two stated numbers (both inclusive) or all of the Bonds Outstanding (or all
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Bonds of a maturity) are to be redeemed, and shall require that such Bonds be
then surrendered at the Trust Office of the Trustee for redemption at the said
redemption price, giving notice also that further interest on such Bonds will
not accrue from and after the redemption date.
(d) Partial Redemption of Bonds. In the event only a portion of any Bond
is called for redemption, then upon surrender of such Bond the Agency shall
execute and the Trustee shall authenticate and deliver to the Owner thereof,
at the expense of the Agency, a new Bond or Bonds of the same interest rate
and maturity, of authorized denominations in aggregate principal amount equal
to the unredeemed portion of the Bond to be redeemed.
(e) 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 Bonds so called for redemption shall have been duly deposited with the
Trustee, such Bonds so called shall cease to be entitled to any benefit under
this Indenture other than the right to receive payment of the redemption price
and accrued interest to the redemption date, and no interest shall accrue
thereon from and after the redemption date specified in such notice.
(f) Manner of Redemption. Whenever any Bonds or portions thereof are to
be selected for redemption by lot, the Trustee shall make such selection, in
such manner as the Trustee shall deem fair and appropriate, and shall notify
the Agency thereof. In the event of redemption by lot of Bonds, the Trustee
shall assign to each Bond then Outstanding a distinctive number for each
$5,000 of the principal amount of each such Bond. The Bonds to be redeemed
shall be the Bonds to which were assigned numbers so selected, but only so
much of the principal amount of each such Bond of a denomination of more than
$5,000 shall be redeemed as shall equal $5,000 for each number assigned to it
and so selected. All Bonds redeemed or purchased pursuant to this Section
2.03 shall be cancelled by the Trustee.
Section 2.04. Form of Bonds. The Bonds, the form of Trustee's
certificate of authentication, and the form of assignment to appear thereon,
shall be substantially in the form set forth in Exhibit A attached hereto and
by this reference incorporated herein, with necessary or appropriate
variations, omissions and insertions, as permitted or required by this
Indenture.
Section 2.05. Execution of Bonds. The Bonds shall be executed on behalf
of the Agency by the signature of its Chairman and the signature of its
Secretary who are in office on the date of execution and delivery of this
Indenture or at any time thereafter. Either or both of such signatures may be
made manually or may be affixed by facsimile thereof. If any officer whose
signature appears on any Bond ceases to be such officer before delivery of the
Bonds to the purchaser, such signature shall nevertheless be as effective as
if the officer had remained in office until the delivery of the Bonds to the
purchaser. Any Bond may be signed and attested on behalf of the Agency by
such persons as at the actual date of the execution of such Bond shall be the
proper officers of the Agency although on the date of such Bond any such
person shall not have been such officer of the Agency.
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Only such of the Bonds as shall bear thereon a certificate of
authentication in the form hereinbefore set forth, manually executed and dated
by and in the name of the Trustee by the Trustee, shall be valid or obligatory
for any purpose or entitled to the benefits of this Indenture, and such
certificate of the Trustee shall be conclusive evidence that such Bonds have
been duly authenticated and delivered hereunder and are entitled to the -
benefits of this Indenture. In the event temporary Bonds are issued pursuant
to Section 2.09 hereof, the temporary Bonds shall bear thereon a certificate
of authentication manually executed and dated by the Trustee, shall be
initially registered by the Trustee, and, until so exchanged as provided under
Section 2.09 hereof, the temporary Bonds shall be entitled to the same
benefits pursuant to this Indenture as definitive Bonds authenticated and
delivered hereunder.
Section 2.06. Transfer of Bonds. Any Bond may, in accordance with its
terms, be transferred, upon the Registration Books, by the person in whose
name it is registered, in person or by a duly authorized attorney of such
person, upon surrender of such Bond to the Trustee at its Trust Office for
cancellation, accompanied by delivery of a written instrument of transfer in a
form approved by the Trustee, duly executed. Whenever any Bond or Bonds shall
be surrendered for registration of transfer, the Agency shall execute and the
Trustee shall authenticate and deliver a new Bond or Bonds, of like series,
interest rate, maturity and principal amount. The Trustee shall collect any
tax or other governmental charge on the transfer of any Bonds pursuant to this
Section 2.06.
The Trustee may refuse to transfer, under the provisions of this Section
2.06, either (a) any Bonds during the period established by the Trustee for
the selection of Bonds for redemption, or (b) any Bonds selected by the
Trustee for redemption pursuant to the provisions of Section 2.03.
Section 2.07. Exchange of Bonds. Bonds may be exchanged at the Trust
Office of the Trustee for a like aggregate principal amount of Bonds of other
authorized denominations of the same series, interest rate and maturity. The
Trustee shall collect any tax or other governmental charge on the -xchange of
any Bonds pursuant to this Section 2.07.
The Trustee may refuse to exchange, under the provisions of this Section
2.07, either (a) any Bonds during the period established by the Trustee for
the selection of Bonds for redemption or (b) any Bonds selected by the Trustee
for redemption pursuant to the provisions of Section 2.03.
Section 2.08. Registration Books. The Trustee will keep or cause to be
kept, at its Trust Office, sufficient records for the registration and
registration of transfer of the Bonds, which shall at all times during normal
business hours be open to inspection by the Agency with reasonable prior
notice; and, upon presentation for such purpose, the Trustee shall, under such
reasonable regulations as it may prescribe, register or transfer or cause to
be registered or transferred, on the Registration Books, Bonds as hereinbefore
provided.
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5 1
Section 2.09. Temporary Bonds. The Bonds may be initially issued in
temporary form exchangeable for definitive Bonds when ready for delivery. The
temporary Bonds may be printed, lithographed or typewritten, shall be of such
denominations as may be determined by the Agency, and may contain such
reference to any of the provisions of this Indenture as may be appropriate.
Every temporary Bond shall be executed by the Agency upon the same conditions
and in substantially the same manner as the definitive Bonds. If the Agency
issues temporary Bonds it will execute and furnish definitive Bonds without
delay, and thereupon the temporary Bonds shall be surrendered, for
cancellation, in exchange therefor at the Trust Office of the Trustee, and the
Trustee shall deliver in exchange for such temporary Bonds an equal aggregate
principal amount of definitive Bonds of authorized denominations. Until so
exchanged, the temporary Bonds shall be entitled to the same benefits pursuant
to this Indenture as definitive Bonds authenticated and delivered hereunder.
Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond
shall become mutilated, the Agency, at the expense of the Owner of such Bond,
shall execute, and the Trustee shall thereupon deliver, a new Bond of like
amount and maturity in exchange and substitution for the Bond so mutilated,
but only upon surrender to the Trustee of the Bond so mutilated. Every
mutilated Bond so surrendered to the Trustee shall be canceled by it and
delivered to, or upon the order of, the Agency. If any Bond shall be lost,
destroyed or stolen, evidence of such loss, destruction or theft may be
submitted to the Agency and the Trustee and, if such evidence be satisfactory
to both and indemnity satisfactory to them shall be given, the Agency, at the
expense of the Owner, shall execute, and the Trustee shall thereupon
authenticate and deliver, a new Bond of like amount and maturity in lieu of
and in substitution for the Bond so lost, destroyed or stolen. The Agency may
require payment of a sum not exceeding the actual cost of preparing each new
Bond issued under this Section 2.10 and of the expenses which may be incurred
by the Agency and the Trustee in the premises. Any Bond issued under the
provisions of this Section in lieu of any Bond alleged to be lost, destroyed
or stolen shall constitute an original additional contractual obligation on
the part of the Agency whether or not the Bond so alleged to be lost,
destroyed or stolen be at any time enforceable by anyone, and shall be equally
and proportionately entitled to the benefits of this Indenture with all other
Bonds issued pursuant to this Indenture.
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ARTICLE III
DEPOSIT AND APPLICATION OF PROCEEDS
OF BONDS; PARITY DEBT
Section 3.01. Issuance of Bonds. Upon the execution and delivery of this
Indenture, the Agency shall execute and deliver Bonds in the aggregate
principal amount of Seven Million Dollars ($7,000,000) to the Trustee and the
Trustee shall authenticate and deliver the Bonds upon the Written Request of
the Agency.
Section 3.02. Application of Proceeds of Sale. On the Closing Date the
proceeds of sale of the Bonds shall be paid to the Trustee and applied as
follows:
(a) The Trustee shall deposit the amount of $ into
the Interest Account, representing accrued interest received on the
sale of the Bonds.
(b) The Trustee shall deposit $ in the Costs of
Issuance Fund.
(c) The Trustee shall transfer to Bankers Trust Company of
California, N.A. the amount of $ for deposit in the 1986
Escrow Fund, established by, and for application as provided in, the
1986 Escrow Agreement.
In addition, the Trustee shall deposit $ of the proceeds of the
Bonds into the Reserve Account, together with $ received on the
Closing Date from Security Pacific National Bank, acting in its capacity as
trustee for the 1986 Notes, pursuant to the 1986 Escrow Agreement, such two
amounts together aggregating the Reserve Requirement.
Section 3.03. Costs of Issuance Fund. There is hereby established a
separate fund to be known as the "Costs of Issuance Fund," which shall be held
by the Trustee in trust. The moneys in the Costs of Issuance Fund shall be
used and withdrawn by the Trustee from time to time to pay the Costs of
Issuance upon submission of a Written Request of the Agency stating the person
to whom payment is to be made, the amount to be paid, the purpose for which
the obligation was incurred and that such payment is a proper charge against
said fund. on the date which is six (6) months following the Closing Date, or
upon the earlier Written Request of the Agency, all amounts (if any) remaining
in the Costs of Issuance Fund shall be withdrawn therefrom by the Trustee and
transferred to the Agency for deposit in the Redevelopment Fund.
Section 3.04. Redevelopment Fund. There has been established by
Section 12 of Resolution No. CRA 86-8-12-1, adopted by the Agency on
August 12, 1986, a fund known as the "San Juan Capistrano Central
Redevelopment Project, Redevelopment Fund" (the "Redevelopment Fund"), which
Fund the Agency hereby agrees and covenants to cause to continue to be
maintained and to be held in trust by the Agency. The moneys in the
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0
Redevelopment Fund shall be used in the manner provided by the Law solely for
the purpose of aiding in financing the Redevelopment Project. The Agency
shall pay moneys from the Redevelopment Fund upon receipt of claims thereon.
The Agency warrants that no funds on deposit in the Redevelopment Fund shall
be applied for any purpose not authorized by the Law.
Section 3.05. Issuance of Parity Debt. In addition to the Bonds, the
Agency may issue or incur Parity Debt in such principal amount as shall be
determined by the Agency, pursuant to a Supplemental Indenture adopted or
entered into by the Agency and Trustee. The Agency may issue or incur such
Parity Debt subject to the following specific conditions precedent:
(a) The Agency shall be in compliance with all covenants set
forth in this Indenture and all Supplemental Indentures.
(b) The Tax Revenues estimated to be received for the then
current Fiscal Year based on the most recent assessed valuation of
the property in the Project Area as evidenced in written
documentation from an appropriate official of the County, plus at the
option of the Agency, the Additional Allowance, shall be at least
equal to 120 percent of Maximum Annual Debt Service on all Bonds
which will be Outstanding immediately following the issuance of such
Parity Debt;
(c) The Supplemental Indenture providing for the issuance of
such Parity Debt shall provide that interest thereon shall be payable
on August 1 and February 1, and principal thereof shall be payable on
February 1 in any year in which principal is payable;
(d) The Supplemental Indenture providing for the issuance of
such Parity Debt may provide for the establishment of separate funds
and accounts;
(e) The aggregate amount of the principal of and interest on
all Outstanding Bonds and Subordinate Debt coming due and payable
following the issuance of such Parity Debt shall not exceed the
maximum amount of Tax Revenues permitted under the Plan Limit to be
allocated and paid to the Agency following the issuance of such
Parity Debt; and
(f) The Agency shall deliver to the Trustee a written
certificate of the Agency certifying that the conditions precedent to
the issuance of such Parity Debt set forth in subsections (a), (b),
(c), (d) and (e) of this Section 3.05 above have been satisfied and
that an amount equal to the Reserve Requirement is on deposit in the
Reserve Account.
Section 3.06. Issuance of Subordinate Debt. In addition to the Bonds,
the Agency may incur Subordinate Debt in such principal amount as shall be
determined by the Agency. The Agency may issue or incur such Subordinate Debt
subject to the following specific conditions precedent:
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(a) The Agency shall be in compliance with all covenants set
forth in this Indenture and all Supplemental Indentures;
(b) If, and to the extent, such Subordinate Debt is payable
from Tax Revenues within the then existing limitation on the amount
of Tax Revenues allocable and payable to the Agency under the _
Redevelopment Plan, then the aggregate amount of the principal of and
interest to accrue on all Outstanding Bonds and Subordinate Debt
coming due and payable following the issuance of such Subordinate
Debt shall not exceed the maximum amount of Tax Revenues permitted
under the Plan Limit to be allocated and paid to the Agency following
the issuance of such Subordinate Debt.
(c) The Agency shall deliver to the Trustee a written
certificate of the Agency certifying that the conditions precedent to
the issuance of such Subordinate Debt set forth in subsections (a)
and (b) of this Section 3.06 have been satisfied.
Section 3.07. Validity of Bonds. The validity of the authorization and
issuance of the Bonds shall not be dependent upon the completion of the
Redevelopment Project or upon the performance by any person of his obligation
with respect to the Redevelopment Project.
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ARTICLE IV
SECURITY OF BONDS; FLOW OF FUNDS
Section 4.01. Security of Bonds; Equal Security. Except as provided in
Sections 4.02 and 6.06, the Bonds shall be equally secured by a first pledge
of and lien on all of the Tax Revenues and a first and exclusive pledge of and
lien upon all of the moneys in the Special Fund, the Debt Service Fund, the
Interest Account, the Principal Account, the Sinking Account, the Reserve
Account and the Redemption Account without preference or priority for series,
issue, number, dated date, sale date, date of execution or date of delivery.
Except for the Tax Revenues and such moneys, no funds or properties of the
Agency shall be pledged to, or otherwise liable for, the payment of principal
of or interest or redemption premium (if any) on the Bonds.
In consideration of the acceptance of the Bonds by those who shall hold
the same from time to time, this Indenture shall be deemed to be and shall
constitute a contract between the Agency and Trustee for the benefit of the
Owners from time to time of the Bonds, and the covenants and agreements herein
set forth to be performed on behalf of the Agency shall be for the equal and
proportionate benefit, security and protection of all Owners of the Bonds
without preference, priority or distinction as 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 therein or herein.
Section 4.02. Special Fund; Deposit of Tax Revenues. There is hereby
established a special fund to be known as the "Special Fund," which shall be
held by the Agency. The Agency shall deposit all of the Tax Revenues received
in any Bond Year in the Special Fund promptly upon receipt thereof by the
Agency, until such time during such Bond Year as the amounts on deposit in the
Special Fund equal the aggregate amounts required to be transferred to the
Trustee for deposit into the Interest Account, the Principal Account, the
Sinking Account, the Reserve Account and the Redemption Account in such Bond
Year pursuant to Section 4.03 and for deposit in such Bond Year in the funds
and accounts established with respect to Parity Debt, as provided in any
Supplemental Indenture.
All Tax Revenues received by the Agency during any Bond Year in excess of
the amount required to be deposited in the Special Fund during such Bond Year
pursuant to the preceding paragraph of this Section 4.02 shall be released
from the pledge and lien hereunder for the security of the Bonds and may be
applied by the Agency for any lawful purposes of the Agency, including but not
limited to the payment of Subordinate Debt, or the payment of any amounts due
and owing to the United States of America pursuant to Section [Rebate Fund].
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 other amounts payable
hereunder and under any Supplemental Indentures, the Agency shall not have any
beneficial right or interest in the moneys on deposit in the Special Fund,
except as may be provided in this Indenture and in any Supplemental Indentures.
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Section 4.03. Transfer of Amounts to Trustee. There is hereby
established a trust fund to be known as the Debt Service Fund, which shall be
held by the Trustee hereunder in trust. Moneys in the Special Fund shall be
transferred by the Agency 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 hereby established with the
Trustee, in the following order of priority:
(a) Interest Account. On or before the 5th Business Day
preceding each Interest Payment Date, the Agency shall 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 transfer 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.
Subject to Section 6.06, all moneys in the Interest Account shall be
used and withdrawn by the Trustee solely for the purpose of paying
the interest on the Bonds as it shall become due and payable
(including accrued interest on any Bonds redeemed prior to maturity
pursuant to this Indenture).
(b) Principal Account. On or before the Sth Business Day
preceding February 1 in each year beginning February 1, 1992, the
Agency shall withdraw from the Special 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 Outstanding Serial
Bonds and any maturing Term Bonds on the next February 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 February 1 on all Outstanding Serial Bonds and any
maturing Term Bonds. Subject to Section 6.06, all moneys in the
Principal Account shall be used and withdrawn by the Trustee solely
for the purpose of paying the principal of Serial Bonds and maturing
Term Bonds as it shall become due and payable.
(c) Sinking Account. On or before the 5th Business Day
preceding each February 1 on which any Outstanding Term Bonds are
subject to mandatory redemption pursuant to Section 2.03(b), the
Agency shall withdraw from the special Fund and transfer to the
Trustee for deposit in the Sinking Account an amount which, when
added to the amount then contained in the Sinking Account, will be
equal to the aggregate principal amount of the Term Bonds required to
be redeemed on such February 1 pursuant to Section 2.03(b). Subject
to Section 6.06, all moneys on deposit in the Sinking Account shall
be used and withdrawn by the Trustee for the sole purpose of paying
the principal of the Term Bonds as it shall become due and payable
upon redemption pursuant to Section 2.03(b).
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4
(d) Reserve Account. In the event that the Reserve Account is
or is required to be funded with cash or Permitted Investments and
the Agency fails to deposit with the Trustee no later than five (5)
Business Days before any Interest Payment Date the full amount of the
interest, principal or sinking fund payments required to be deposited
pursuant to this Section 4.03, the Trustee shall, five (5) Business
Days before such Interest Payment Date, withdraw from the Reserve
Account an amount equal to any such deficiency and shall notify the
Agency of any such withdrawal. Promptly upon receipt of any such
notice, the Agency shall withdraw from the Special Fund and transfer
to the Trustee an amount sufficient to maintain the Reserve
Requirement on deposit in the Reserve Account. If there shall then
not be sufficient moneys in the Special Fund to transfer an amount
sufficient to maintain the Reserve Requirement on deposit in the
Reserve Account, the Agency shall have an obligation to continue
making transfers as moneys become available in the Special Fund until
there is an amount sufficient to maintain the Reserve Requirement on
deposit in the Reserve Account. No such transfer and deposit need be
made to the Reserve Account so long as there shall be on deposit
therein a sum at least equal to the Reserve Requirement. Subject to
Section 6.06 all money in the Reserve Account shall be used and
withdrawn by the Trustee solely for the purpose of making transfers
to the Interest Account, the Principal Account and the Sinking
Account, in such order of priority, in the event of any deficiency at
any time in any of such accounts or for the retirement of all the
Bonds then Outstanding, except that so long as the Agency is not in
default hereunder, any amount in the Reserve Account in excess of the
Reserve Requirement shall be withdrawn from the Reserve Account
semiannually on or before the 5th Business Day preceding February 1
and August 1 by the Trustee and deposited in the Interest Account.
All amounts in the Reserve Account on the 5th Business Day preceding
the final Interest Payment Date shall be withdrawn from the Reserve
Account and shall be transferred either (i) to the Interest Account
and the Principal Account, in such order, to the extent required to
make the deposits then required to be made pursuant to this Section
4.03 or, (ii) if the Agency shall have caused to be deposited in the
Special Fund an amount sufficient to make the deposits required by
Section 4.03, then at the Written Request of the Agency transferred
to the Agency for deposit into the Redevelopment Fund.
The Agency reserves the right initially to deposit into the
Reserve Account and thereafter to substitute, at any time and from
time to time, one or more letters of credit, surety bonds, bond
insurance policies or other form of guarantee from a financial
institution (the long-term unsecured obligations of which are rated
not less than "A" by S&P) in lieu of or in substitution for all or
any portion of the Reserve Requirement. Any such letter of credit,
surety bond, bond insurance policy or other form of guarantee shall
provide that the Trustee is entitled to draw amounts thereunder when
required for the purposes of making transfers from the Reserve
Account to the Interest Account, the Principal Account and the
Sinking Account in the event of a deficiency in any such account.
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Upon deposit by the Agency with the Trustee of any such letter of
credit, surety bond, bond insurance policy or other form of
guarantee, the Trustee shall withdraw from the Reserve Account and
transfer to the Agency for deposit in the Redevelopment Fund, an
amount equal to the maximum limits or principal amount, as
applicable, of such letter of credit, surety bond, bond insurance --
policy or other form of guarantee.
(e) Redemption Account. On or before the 5th Business Day
preceding any Interest Payment Date on which Bonds are to be redeemed
pursuant to Section 2.03(a), the Agency shall withdraw from the
Special Fund and transfer to the Trustee for deposit in the
Redemption Account an amount required to pay the principal of and
premium, if any, on the Bonds to be redeemed on such Interest Payment
Date pursuant to Section 2.03(a). Subject to Section 6.06, all
moneys in the Redemption Account shall be used and withdrawn by the
Trustee solely for the purpose of paying the principal of and
premium, if any, on the Bonds to be redeemed pursuant to Section
2.03(a) on the date set for such redemption.
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ARTICLE V
OTHER COVENANTS OF THE AGENCY
Section 5.01. Punctual Payment. The Agency shall punctually pay or cause
to be paid when due from moneys in the Special Fund the principal and interest
to become due in respect of all the Bonds together with the premium thereon,
if any, in strict conformity with the terms of the Bonds and of this
Indenture. The Agency shall faithfully observe and perform all of the
conditions, covenants and requirements of this Indenture and all Supplemental
Indentures. Nothing herein contained shall prevent the Agency from making
advances of its own moneys howsoever derived to any of the uses or purposes
referred to herein.
Section 5.02. Limitation on Additional Indebtedness. The Agency hereby
covenants that, so long as the Bonds are Outstanding, the Agency shall not
issue any bonds, notes or other obligations, enter into any agreement or
otherwise incur any indebtedness, which is in any case payable from all or any
part of the Tax Revenues, excepting only the Bonds, any Parity Debt and any
Subordinate Debt.
Section 5.03. Extension of Payment. The Agency will not, directly or
indirectly, extend or consent to the extension of the time for the payment of
any Bond or claim for interest on any of the Bonds and will not, directly or
indirectly, be a party to or approve any such arrangement by purchasing or
funding the Bonds or claims for interest or in any other manner. In case the
maturity of any such Bond or claim for interest shall be extended or funded,
whether or not with the consent of the Agency, such Bond or claim for interest
so extended or funded shall not be entitled, in case of default hereunder, to
the benefits of this Indenture, except subject to the prior payment in full of
the principal of all of the Bonds then Outstanding and of all claims for
interest which shall not have been so extended or funded.
Section 5.04. Payment of Claims. The Agency shall promptly pay and
discharge, or cause to be paid and discharged, any and all lawful claims for
labor, materials or supplies which, if unpaid, might become a lien or charge
upon the properties owned by the Agency or upon the Tax Revenues or any part
thereof, or upon any funds in the hands of the Trustee, or which might impair
the security of the Bonds. Nothing herein contained shall require the Agency
to make any such payment so long as the Agency in good faith shall contest the
validity of said claims.
Section 5.05. Books and Accounts; Financial Statements; Reporting
Requirements. The Agency shall keep, or cause to be kept, proper books Of
record and accounts, separate from all other records and accounts of the
Agency and the City of San Juan Capistrano, in which complete and correct
entries shall be made of all transactions relating to the Redevelopment
Project, the Tax Revenues and the Special Fund. Such books of record and
accounts shall at all times during business hours be subject to the inspection
by the Trustee (but it shall have no duty or obligation to do so) and of the
Owners of not less than 10 percent in aggregate principal amount of the Bonds
then Outstanding, or their representatives authorized in writing.
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The Agency will cause to be prepared and filed with the Trustee annually,
within 180 days after the close of each Fiscal Year so long as any of the
Bonds are Outstanding, complete audited financial statements with respect to
such Fiscal Year showing the Tax Revenues, all disbursements from the Special
Fund and the financial condition of the Redevelopment Project, including the
balances in all funds and accounts relating to the Redevelopment Project, as
of the end of such Fiscal Year, which statements shall be accompanied by a
written certificate of the Agency stating that the Agency is in compliance
with its obligations under this Indenture. The Agency shall furnish a copy of
the above -referenced written certificates and statements to any Owner upon
reasonable request at the expense of such Owner.
Section 5.06. Protection of Security and Rights of Owners. The Agency
will preserve and protect the security of the Bonds and the rights of the
Owners. From and after the Closing Date, the Bonds shall be incontestable by
the Agency.
Section 5.07. Payments of Taxes and Other Charges. The Agency will pay
and discharge, or cause to be paid and discharged, all taxes, service charges,
assessments and other governmental charges which may hereafter be lawfully
imposed upon the Agency or the properties then owned by the Agency in the
Project Area, when the same shall become due. Nothing herein contained shall
require the Agency to make any such payment so long as the Agency in good
faith shall contest the validity of said taxes, assessments or charges. The
Agency will duly observe and conform with all valid requirements of any
governmental authority relative to the Redevelopment Project or any part
thereof.
Section 5.08. Taxation of Leased Property. All amounts derived by the
Agency pursuant to Section 33673 of the Law with respect to the lease of
property for redevelopment shall be treated as Tax Revenues for all purposes
of this Indenture.
Section 5.09. Disposition of Property. The Agency will not participate
in the disposition of any land or real property in the Project Area to anyone
which will result in such property becoming exempt from taxation because of
public ownership or use or otherwise (except property dedicated for public
right-of-way and except property planned for public ownership or use by the
Redevelopment Plan in effect on the date of this Indenture) so that such
disposition shall, when taken together with other such dispositions, aggregate
more than 10 percent of the land area or more than 10 percent of the most
recent assessed valuation of the property in the Project Area unless such
disposition is permitted as hereinafter provided in this Section 5.09. If the
Agency proposes to participate in such a disposition, it shall thereupon _
appoint an Independent Redevelopment Consultant to report on the effect of
said proposed disposition. If the Report of the Independent Redevelopment
Consultant concludes that the security of the Bonds or the rights of the
Owners will not be materially impaired by said proposed disposition, the
Agency may thereafter make such disposition. If said Report concludes that
such security will be materially impaired by said proposed disposition, the
Agency shall disapprove said proposed disposition.
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Section 5.10. Maintenance of Tax Revenues. The Agency shall comply with
all requirements of the Law to insure the allocation and payment to it of the
Tax Revenues, including without limitation the timely filing of any necessary
statements of indebtedness with appropriate officials of the County and
appropriate officials of the State, and shall forward information copies of
each such filing to the Trustee. The Agency shall not enter into any
agreement with the County or any other governmental unit, other than the
Pass -Through Agreement, which would have the effect of reducing the amount of
Tax Revenues. Nothing herein is intended or shall be construed in any way to
prohibit or impose any limitations on the entering into by the Agency of any
such agreement, amendment or supplement which by its terms meets the
requirements of the Agency for the issuance of Subordinate Debt.
Section 5.11. Federal Tax Covenants. Notwithstanding any other provision
of this Resolution, absent an opinion of Bond Counsel that the exclusion from
gross income of interest with respect to the Bonds and Parity Bonds will not
be adversely affected for federal income tax purposes, the District covenants
to comply with all applicable requirements of the Code necessary to preserve
such exclusion from gross income and specifically covenants, without limiting
the generality of the foregoing, as follows:
(1) Private Activity. The District will take no action or refrain
from taking any action or make any use of the proceeds of the Bonds or
Parity Bonds or of any other monies or property which would cause the
Bonds or Parity Bonds to be "private activity bonds" within the meaning of
Section 141 of the Code;
(2) Arbitrage. The District will make no use of the proceeds of the
Bonds or Parity Bonds or of any other amounts or property, regardless of
the source, or take any action or refrain from taking any action which
will cause the Bonds or Parity Bonds to be "arbitrage bonds" within the
meaning of Section 148 of the Code;
(3) Federal Guaranty. The District will make no use of the proceeds
of the Bonds or Parity Bonds or take or omit to take any action that would
cause the Bonds or the Parity Bonds to be "federally guaranteed" within
the meaning of Section 149(b) of the Code;
(4) Information Reporting. The District will take or cause to be
taken all necessary action to comply with the informational reporting
requirement of Section 149(e) of the Code;
(5) Hedge Bonds. The District will make no use of the proceeds of
the Bonds or the Parity Bonds or any other amounts or property, regardless
of the source, or take any action or refrain from taking any action that
would cause either the Bonds or the Parity Bonds to be considered "hedge
bonds" within the meaning of Section 149(g) of the Code unless the
District takes all necessary action to assure compliance with the
requirements of Section 149(g) of the Code to maintain the exclusion from
gross income of interest on the Bonds and the Parity Bonds for federal
income tax purposes; and
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(6) Miscellaneous. The District will take no action
or refrain from taking any action inconsistent with its
expectations stated in that certain Tax Certificate
executed on the Delivery Date by the District in connection
with each issuance of Bonds and Parity Bonds and will
comply with the covenants and requirements stated therein
and incorporated by reference herein.
Section 5.12. Compliance with the Law; Low and Moderate
Income Housing Fund. The Agency shall ensure that all
activities undertaken by the Agency with respect to the
redevelopment of the Project Area are undertaken and
accomplished in conformity with all applicable requirements of
the Redevelopment Plan and the Law. Without limiting the
generality of the foregoing, the Agency covenants that it shall
deposit or cause to be deposited in the Low and Moderate Income
Housing Fund established pursuant to Section 33334.3 of the
Law, all amounts when, as and if required to be deposited
therein pursuant to the Law and shall expend amounts deposited
in the Low and Moderate Income Housing Fund, including, without
limitation, proceeds of the 1986 Notes and of any Parity Debt
deposited therein, solely in accordance with Section 33334.2 of
the Law.
Section 5.13. Further Assurances. The Agency will adopt
make, execute and deliver any and all such further resolutions,
instruments and assurances as may be reasonably necessary or
proper to carry out the intention or to facilitate the
performance of this Indenture, and for the better assuring and
confirming unto the Owners of the rights and benefits provided
in this Indenture.
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Section 6.01
ARTICLE VI
THE TRUSTEE
Duties, Immunities and Liabilities of Trustee.
(a) The Trustee shall, prior to the occurrence of an Event of
Default, and after the curing of all Events of Default which may have
occurred, perform such duties and only such duties as are
specifically set forth in this Indenture and no implied covenants
shall be read into this Indenture against the Trustee. The Trustee
shall, during the existence of any Event of Default (which has not
been cured), exercise such of the rights and powers vested in it by
this Indenture, and use the same degree of care and skill in their
exercise, as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs.
(b) The Agency may remove the Trustee at any time, unless an
Event of Default shall have occurred and then be continuing, and
shall remove the Trustee (i) if at any time requested to do so by an
instrument or concurrent instruments in writing signed by the owners
of not less than a majority in aggregate principal amount of the
Bonds then Outstanding (or their attorneys duly authorized in
writing) or (ii) if at any time the Agency has knowledge that the
Trustee has ceased to be eligible in accordance with subsection (e)
of this Section, or has become incapable of acting, or has been
adjudged as bankrupt or insolvent, or a receiver of the Trustee or
its property has been appointed, or any public officer shall have
taken control or charge of the Trustee or of its property or affairs
for the purpose of rehabilitation, conservation or liquidation. In
each case such removal shall be accomplished by the giving of written
notice of such removal by the Agency to the Trustee, whereupon the
Agency shall appoint a successor Trustee by an instrument in writing.
(c) The Trustee may at any time resign by giving written notice
of such resignation to the Agency and by giving the Owners notice of
such resignation by first class mail, postage prepaid, at their
respective addresses shown on the Registration Books. Upon receiving
such notice of resignation, the Agency shall promptly appoint a
successor Trustee by an instrument in writing.
(d) Any removal or resignation of the Trustee and appointment
of a successor Trustee shall become effective upon acceptance of
appointment by the successor Trustee. If no successor Trustee shall
have been appointed and have accepted appointment within 45 days of
giving notice of removal or notice of resignation as aforesaid, the
resigning Trustee or any owner (on behalf of such Owner and all other
Owners) may petition any court of competent jurisdiction for the
appointment of a successor Trustee, and such court may thereupon,
after such notice (if any) as it may deem proper, appoint such
successor Trustee. Any successor Trustee appointed under this
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Indenture shall signify its acceptance of such appointment by
executing and delivering to the Agency and to its predecessor Trustee
a written acceptance thereof, and thereupon such successor Trustee,
without any further act, deed or conveyance, shall become vested with
all the moneys, estates, properties, rights, powers, trusts, duties
and obligations of such predecessor Trustee, with like effect as if
originally named Trustee herein; but, nevertheless at the Written
Request of the Agency or the request of the successor Trustee, such
predecessor Trustee shall execute and deliver any and all instruments
of conveyance or further assurance and do such other things as may
reasonably be required for more fully and certainly vesting in and
confirming to such successor Trustee all the right, title and
interest of such predecessor Trustee in and to any property held by
it under this Indenture and shall pay over, transfer, assign and
deliver to the successor Trustee any money or other property subject
to the trusts and conditions herein set forth. Upon request of the
successor Trustee, the Agency shall execute and deliver any and all
instruments as may be reasonably required for more fully and
certainly vesting in and confirming to such successor Trustee all
such moneys, estates, properties, rights, powers, trusts, duties and
obligations. Upon acceptance of appointment by a successor Trustee
as provided in this subsection, the Agency shall mail a notice of the
succession of such Trustee to the trusts hereunder to each rating
agency which then has a current rating on the Bonds and to the Owners
at their respective addresses shown on the Registration Books. If
the Agency fails to mail such notice within 15 days after acceptance
of appointment by the successor Trustee, the successor Trustee shall
cause such notice to be mailed at the expense of the Agency.
(e) Any Trustee appointed under the provisions of this
Indenture shall be a trust company or bank having the powers of a
trust company having a trust office in the State, having a combined
capital and surplus of at least $75,000,000, and subject to
supervision or examination by federal or state authority. If such
bank or trust company publishes a report of condition at least
annually, pursuant to law or to the requirements of any supervising
or examining authority above referred to, then for the purpose of
this subsection the combined capital and surplus of such bank or
trust company shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance
with the provisions of this subsection (e), the Trustee shall resign
immediately in the manner and with the effect specified in this
Section.
Section 6.02. Merger or Consolidation. Any bank or trust company into
which the Trustee may be merged or converted or with which either of them may
be consolidated or any bank or trust company resulting from any merger,
conversion or consolidation to which it shall be a party or any bank or trust
company to which the Trustee may sell or transfer all or substantially all of
its corporate trust business, provided such bank or trust company shall be
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eligible under subsection (e) of Section 6.01, shall be the successor to such
Trustee without the execution or filing of any paper or any further act,
anything herein to the contrary notwithstanding.
Section 6.03. Liability of Trustee.
(a) The recitals of facts herein and in the Bonds contained
shall be taken as statements of the Agency, and the Trustee shall not
assume responsibility for the correctness of the same, nor make any
representations as to the validity or sufficiency of this Indenture
or of the Bonds nor shall incur any responsibility in respect
thereof, other than as expressly stated herein. The Trustee shall,
however, be responsible for its representations contained in its
certificate of authentication on the Bonds. The Trustee shall not be
liable in connection with the performance of its duties hereunder,
except for its own or its agents negligence or wilful misconduct.
The Trustee may become the Owner of any Bonds with the same rights it
would have if they were not Trustee and, to the extent permitted by
law, may act as depositary for and permit any of its officers or
directors to act as a member of, or in any other capacity with
respect to, any committee formed to protect the rights of the Owners,
whether or not such committee shall represent the Owners of a
majority in principal amount of the Bonds then Outstanding.
(b) The Trustee shall not be liable for any error of judgment
made in good faith by a responsible officer, unless the Trustee shall
have been negligent in ascertaining the pertinent facts.
(c) The Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance with
the direction of the Owners of not less than a majority in aggregate
principal amount of the Bonds at the time Outstanding relating to the
time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred
upon the Trustee under this Indenture.
(d) The Trustee shall not be liable for any action taken by it
in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Indenture,
except for actions arising from the negligence or wilful misconduct
of the Trustee. The permissive right of the Trustee to do things
enumerated hereunder shall not be construed as a mandatory duty.
(e) The Trustee shall not be deemed to have knowledge of any
Event of Default hereunder unless and until it shall have actual
knowledge thereof, or shall have received written notice thereof at
its Trust Office. Except as otherwise expressly provided herein, the
Trustee shall not be bound to ascertain or inquire as to the
performance or observance of any of the terms, conditions, covenants
or agreements herein or of any of the documents executed in
connection with the Bonds, or as to the existence of an Event of
Default thereunder. The Trustee shall not be responsible for the
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validity or effectiveness of any collateral given to or held by it.
Without limiting the generality of the foregoing, the Trustee shall
not be responsible for reviewing the contents of any financial
statements furnished to the Trustee pursuant to Section 5.05 and may
rely conclusively on the certificates accompanying such financial
statements to establish the Agency's compliance with its financial
covenants hereunder, including, without limitation, its covenants
regarding the deposit of Tax Revenues into the Special Fund and the
investment and application of moneys on deposit in the Special Fund
(other than its covenants to transfer such moneys to the Trustee when
due hereunder).
(f) No provision in this Indenture shall require the Trustee to
risk or expend its own funds or otherwise incur any financial
liability hereunder if it shall have reasonable grounds for believing
repayment of such funds or adequate indemnity against such liability
or risk is not assured to it.
Section 6.04. Right to Rely on Documents. The Trustee shall be protected
in acting upon any notice, resolution, request, consent, order, certificate,
report, opinion or other paper or document believed by it to be genuine and to
have been signed or presented by the proper party or parties, in the absence
of negligence or wilful misconduct by the Trustee. The Trustee may consult
with counsel, including, without limitation, counsel of or to the Agency, with
regard to legal questions, and, in the absence of negligence or wilful
misconduct by the Trustee, the opinion of such counsel shall be full and
complete authorization and protection in respect of any action taken or
suffered by the Trustee hereunder in accordance therewith.
The Trustee shall not be bound to recognize any person as the owner of a
Bond unless and until such Bond is submitted for inspection, if required, and
his title thereto is established to the satisfaction of the Trustee.
Whenever in the administration of the trusts imposed upon it by this
Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering any action hereunder, such
matter (unless other evidence in respect thereof be herein specifically
prescribed) may be deemed to be conclusively proved and established by a
Written Certificate of the Agency, which shall be full warrant to the Trustee
for any action taken or suffered in good faith under the provisions of this
Indenture in reliance upon such Written Certificate, but in its discretion the
Trustee may, in lieu thereof, accept other evidence of such matter or may
require such additional evidence as to it may deem reasonable. The Trustee
may conclusively rely on any certificate of report of any Independent
Accountant or Independent Redevelopment Consultant appointed by the Agency.
Section 6.05. Preservation and Inspection of Documents. All documents
received by the Trustee under the provisions of this Indenture shall be
retained in its possession and shall be subject at all reasonable times during
regular business hours upon reasonable notice to the inspection of the Agency
and any owner, and their agents and representatives duly authorized in
writing, at reasonable hours and under reasonable conditions.
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Section 6.06. Compensation and Indemnification. The Agency shall pay to
the Trustee from time to time reasonable compensation for all services
rendered under this Indenture and also all reasonable expenses, charges, legal
and consulting fees and other disbursements and those of its attorneys, agents
and employees, incurred in and about the performance of its powers and duties
under this Indenture. Upon the occurrence of an Event of Default, the Trustee
shall have a first lien on the Tax Revenues and all funds and accounts held by
the Trustee hereunder to secure the payment to the Trustee of all fees, costs
and expenses, including reasonable compensation to its experts, attorneys and
counsel incurred in declaring such Event of Default and in exercising the
rights and remedies set forth in Article VIII hereof.
The Agency further covenants and agrees to indemnify and save the Trustee
and its officers, directors, agents and employees, harmless against any loss,
expense, and liabilities which it may incur arising out of or in the exercise
and performance of its powers and duties hereunder, including the costs and
expenses of defending against any claim of liability, but excluding any and
all losses, expenses and liabilities which are due to the negligence or wilful
misconduct of the Trustee, its officers, directors, agents or employees. The
obligations of the Agency under this paragraph shall survive resignation or
removal of the Trustee under this Indenture and payment of the Bonds and
discharge of this Indenture.
Section 6.07. Deposit and Investment of Moneys in Funds. Moneys in the
Debt Service Fund, the Interest Account, the Principal Account, the Sinking
Account, the Reserve Account, the Redemption Account and the Costs of Issuance
Fund shall be invested by the Trustee in Permitted Investments specified in
the Written Request of the Agency filed with the Trustee at least two (2)
Business Days in advance of the making of such investments, except that moneys
in the Reserve Account shall not be invested in Permitted Investments having a
maturity of more than seven (7) years, except that moneys in the Reserve
Account which are invested in an investment agreement, as defined in
subsection (g) of the definition of "Permitted Investments" set forth in
Section 1.02 hereof, may be so invested for any period of time, provided that
such investment agreement provides for timely withdrawal therefrom for all
purposes of the Reserve Account. In the absence of any such Written Request
of the Agency, the Trustee shall invest any such moneys in Permitted
Investments described in clause (h) of the definition thereof. Moneys in the
Special Fund and the Redevelopment Fund may be invested by the Agency in any
obligations in which the Agency is legally authorized to invest its funds.
Obligations purchased as an investment of moneys in any fund shall be deemed
to be part of such fund or account. Whenever in this Indenture any moneys are
required to be transferred by the Agency to the Trustee, such transfer may be
accomplished by transferring a like amount of Permitted Investments, valued as
provided in the second paragraph of this Section 6.07. All interest or gain
derived from the investment of amounts in any of the funds or accounts held by
the Trustee hereunder shall be deposited in the Interest Account; provided,
however, that all interest or gain from the investment of amounts in the
Reserve Account shall be deposited by the Trustee in the Interest Account only
to the extent that amounts remaining on deposit in the Reserve Account equal
the Reserve Requirement. For purposes of acquiring any investments hereunder,
the Trustee may commingle funds held by it hereunder upon the Written Request
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75
of the Agency. The Trustee may act as principal or agent in the acquisition
or disposition of any investment and may impose its customary charges
therefor. The Trustee shall incur no liability for losses arising from any
investments made pursuant to this Section.
In computing the amount in any fund or account, Permitted Investments —
shall be valued at the lower of the cost or the market price, exclusive of
accrued interest. With respect to all funds and accounts, valuation shall
occur annually, on or before November 15 of each year, except in the event of
a withdrawal from the Reserve Account, whereupon securities shall be valued
immediately after such withdrawal.
Section 6.08. Accounting Records and Financial Statements. The Trustee
shall at all times keep, or cause to be kept, proper books of record and
account, prepared in accordance with industry standards, in which complete and
accurate entries shall be made of all transactions made by it relating to the
proceeds of the Bonds and all funds and accounts held by it established
pursuant to this Indenture. Such books of record and account shall be
available for inspection by the Agency at reasonable hours and under
reasonable circumstances with reasonable prior notice. The Trustee shall
furnish to the Agency, at least quarterly, an accounting of all transactions
in the form of its regular account statements relating to the proceeds of the
Bonds and all funds and accounts held by the Trustee pursuant to this
Indenture.
Section 6.09. Appointment of Co -Trustee or Agent. It is the purpose of
this Indenture that there shall be no violation of any law of any jurisdiction
(including particularly the law of the state) denying or restricting the right
of banking corporations or associations to transact business as Trustee in
such jurisdiction. It is recognized that in the case of litigation under this
Indenture, and in particular in case of the enforcement of the rights of the
Trustee on default, or in the case the Trustee deems that by reason of any
present or future law of any jurisdiction it may not exercise any of the
powers, rights or remedies herein granted to the Trustee or hold title to the
properties, in trust, as herein granted, or take any other action which may be
desirable or necessary in connection therewith, it may be necessary that the
Trustee or Agency appoint an additional individual or institution as a
separate co -trustee. The following provisions of this Section 6.09 are
adopted to these ends.
In the event that the Trustee or Agency appoint an additional individual
or institution as a separate or co -trustee, each and every remedy, power,
right, claim, demand, cause of action, immunity, estate, title, interest and
lien expressed or intended by this Indenture to be exercised by or vested in
or conveyed to the Trustee with respect thereto shall be exercisable by and
vest in such separate or co -trustee but only to the extent necessary to enable
such separate or co -trustee to exercise such powers, rights and remedies, and
every covenant and obligation necessary to the exercise thereof by such
separate or co -trustee shall run to and be enforceable by either of them.
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•
Should any instrument in writing from the Agency be required by the
separate trustee or co -trustee so appointed by the Trustee or Agency for more
fully and certainly vesting in and confirming to it such properties, rights,
powers, trusts, duties and obligations, any and all such instruments in
writing shall, on request, be executed, acknowledged and delivered by the
Agency. In case any separate trustee or co -trustee, or a successor to either,
shall become incapable of acting, resign or be removed, all the estates,
properties, rights, powers, trusts, duties and obligations of such separate
trustee or co -trustee, so far as permitted by law, shall vest in and be
exercised by the Trustee until the appointment of a new trustee or successor
to such separate trustee or co -trustee.
In addition to the appointment of a co -trustee hereunder, the Trustee may,
at the expense and with the prior written consent of the Agency, appoint any
agent of the Trustee in New York, New York, for the purpose of administering
the transfers or exchanges of Bonds or for the performance of any other
responsibilities of the Trustee hereunder.
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ARTICLE VII
MODIFICATION OR AMENDMENT OF THIS INDENTURE
Section 7.01. Amendment with Consent of owners. This Indenture and the
rights and obligations of the Agency and of the Owners may be modified or _
amended at any time by a Supplemental Indenture which shall become binding
upon adoption, without consent of any Owners, to the extent permitted by law
and any for any one or more of the following purposes -
(a) to add to the covenants and agreements of the Agency in
this Indenture contained, other covenants and agreements thereafter
to be observed or to limit or surrender any rights or power herein
reserved to or conferred upon the Agency; or
(b) to make such provisions for the purpose of curing any
ambiguity, or of curing, correcting or supplement any defective
provision contained in this Indenture, or in any other respect
whatsoever as the Agency may deem necessary or desirable, provided
under any circumstances that such modifications or amendments shall
not materially adversely affect the interests of the Owners; or
(c) to provide the issuance of Parity Debt pursuant to
Section 3.05, and to provide the terms and conditions under which
such Parity Debt may be issued, including but not limited to the
establishment of special funds and accounts relating thereto and any
other provisions relating solely thereto, subject to and in
accordance with the provisions of Section 3.05; or
(d) to amend any provision hereof relating to the requirements
of or compliance with the Tax Code, to any extent whatsoever but only
if and to the extent such amendment will not adversely affect the
exclusion from gross income for purposes of federal income taxation
of interest on any of the Bonds, in the opinion of
nationally -recognized bond counsel.
Except as set forth in the preceding paragraph, this Indenture and the
rights and obligations of the Agency and of the Owners may be modified or
amended at any time by a Supplemental Indenture which shall become binding
when the written consent of the Owners of a majority in aggregate principal
amount of the Bonds then Outstanding are filed with the Trustee. No such
modification or amendment shall (a) extend the maturity of or reduce the
interest rate on any Bond or otherwise alter or impair the obligation of the
Agency to pay the principal, interest or redemption premiums (if any) at the _
time and place and at the rate and in the currency provided therein of any
Bond without the express written consent of the Owner of such Bond, (b) reduce
the percentage of Bonds required for the written consent to any such amendment
or modification, or (c) without its written consent thereto, modify any of the
rights or obligations of the Trustee.
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Section 7.02. Effect of Supplemental Indenture. From and after the time
any Supplemental Indenture becomes effective pursuant to this Article VII,
this Indenture shall be deemed to be modified and amended in accordance
therewith, the respective rights, duties and obligations of the parties hereto
or thereto and all Owners, as the case may be, shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such modification
and amendment, and all the terms and conditions of any Supplemental Indenture
shall be deemed to be part of the terms and conditions of this Indenture for
any and all purposes.
Section 7.03. Endorsement or Replacement of Bonds After Amendment. After
the effective date of any amendment or modification hereof pursuant to this
Article VII, the Agency may determine that any or all of the bonds shall bear
a notation, by endorsement in form approved by the Agency, as to such
amendment or modification and in that case upon demand of the Agency, as to
such amendment or modification and in that case upon demand of the Agency the
Owners of such Bonds shall present such Bonds for that purpose at the Trust
Office of the Trustee, and thereupon a suitable notation as to such action
shall be made on such Bonds. In lieu of such notation, the Agency may
determine that new Bonds shall be prepared and executed in exchange for any or
all of the Bonds and, in that case upon demand of the Agency, the owners of
the Bonds shall present such Bonds for exchange at the Trust Office of the
Trustee, without cost to such Owners.
Section 7.04. Amendment by Mutual Consent. The provisions of this
Article VII shall not prevent any owner from accepting any amendment as to
the particular Bond held by such Owner, provided that due notation thereof is
made on such Bond.
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ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES OF OWNERS
Section 8.01. Events of Default and Acceleration of Maturities. The
following events shall constitute Events of Default hereunder:
(a) if default shall be made in the due and punctual payment of
the principal of or interest or redemption premium (if any) on any
Bond when and as the same shall become due and payable, whether at
maturity as therein expressed, by declaration or otherwise;
(b) if default shall be made by the Agency in the observance of
any of the covenants, agreements or conditions on its part in this
Indenture or in the Bonds contained, other than a default described
in the preceding clause (a), and such default shall have continued
for a period of 60 days following receipt by the Agency of written
notice from the Trustee or any Owner of the occurrence of such
default; or
(c) if the Agency shall commence a voluntary action under
Title 11 of the United States Code or any substitute or successor
statute.
If an Event of Default has occurred and is continuing, the Trustee may,
and if requested in writing by the Owners of the majority in aggregate
principal amount of the Bonds then Outstanding the Trustee shall, (a) declare
the principal of the Bonds, together with the accrued interest thereon, to be
due and payable immediately, and upon any such declaration the same shall
become immediately due and payable, anything in this Indenture or in the Bonds
to the contrary notwithstanding, and (b) exercise any other remedies available
to the Trustee and the Owners in law or at equity.
Immediately upon becoming aware of the occurrence of an Event of Default,
the Trustee shall give notice of such Event of Default to the Agency by
telephone confirmed in writing. Such notice shall also state whether the
principal of the bonds shall have been declared to be or have immediately
become due and payable. With respect to any Event of Default described in
clauses (a) or (c) above the Trustee shall, and with respect to any Event of
Default described in clause (b) above the trustee in its sole discretion may,
also give such notice to the owners in the same manner as provided herein for
notices of redemption of the Bonds, which shall include the statement that
interest on the Bonds shall cease to accrue from and after the date, if any,
on which the Trustee shall have declared the Bonds to become due and payable
pursuant to the preceding paragraph (but only to the extent that principal and
any accrued, but unpaid interest on the Bonds is actually paid on such date.)
This provision, however, is subject to the condition that if, at any time
after the principal of the Bonds shall have been so declared due and payable,
and before any judgment or decree for the payment of the moneys due shall have
been obtained or entered, the Agency shall deposit with the Trustee a sum
sufficient to pay all principal on the Bonds matured prior to such declaration
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and all matured installments of interest (if any) upon all the Bonds, with
interest on such overdue installments of principal and interest (to the extent
permitted by law) at the net effective rate then borne by the Outstanding
Bonds, and the reasonable expenses of the Trustee, including but not limited
to attorneys fees, and any and all other defaults known to the Trustee (other
than in the payment of principal of and interest on the Bonds due and payable
solely by reason of such declaration) shall have been made good or cured to
the satisfaction of the trustee or provision deemed by the Trustee to be
adequate shall have been made therefor, then, and in every such case, the
Owners of at least a majority in aggregate principal amount of the Bonds then
Outstanding, by written notice to the Agency and to the Trustee, may, on
behalf of the Owners of all of the Bonds, rescind and annual such declaration
and its consequences. However, no such rescission and annulment shall extend
to or shall affect any subsequent default, or shall impair or exhaust any
right or power consequent thereon.
Section 8.02. Application of Funds Upon Acceleration. All of the Tax
Revenues and all sums in the funds and accounts established and held by the
Trustee hereunder upon the date of the declaration of acceleration as provided
in Section 8.01, and all sums thereafter received by the Trustee hereunder,
shall be applied by the Trustee in the order following upon presentation of
the several Bonds, and the stamping thereon of the payment if only partially
paid, or upon the surrender thereof if fully paid:
First, to the payment of the fees, costs and expenses of the
Trustee in declaring such Event of Default and in exercising the
rights and remedies set forth in this Article VIII, including
reasonable compensation to its agents, attorneys and counsel; and
Second, to the payment of the whole amount then owing and unpaid
upon the Bonds for principal and interest, with interest on the
overdue principal and installments of interest at the net effective
rate then borne by the outstanding Bonds (to the extent that such
interest on overdue installments of principal and interest shall have
been collected), and in case such moneys shall be insufficient to pay
in full the whole amount so owing and unpaid upon the Bonds, then to
the payment of such principal and interest over principal, or of any
installment of interest over any other installment of interest,
ratably to the aggregate of such principal and interest or any Bond
over any other Bond.
Section 8.03. Power of Trustee to Control Proceedings. In the event that
the Trustee, upon the happening of an Event of Default, shall have taken any
action, by judicial proceedings or otherwise, pursuant to its duties
hereunder, whether upon its own discretion or upon the request of the Owners
of a majority in principal amount of the Bonds then Outstanding, it shall have
full power, in the exercise of its discretion for the best interests of the
Owners of the Bonds, with respect to the continuance, discontinuance,
withdrawal, compromise, settlement or other disposal of such action; provided,
however, that the Trustee shall not, unless there no longer continues an Event
of Default, discontinue, withdraw, compromise or settle, or otherwise dispose
of any litigation pending at law or in equity, if at the time there has been
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filed with it a written request signed by the Owners of a majority in
principal amount of the Outstanding Bonds hereunder opposing such
discontinuance, withdrawal, compromise, settlement or other disposal of such
litigation.
Section 8.04. Limitation on Owners Right to Sue. No Owner of any Bond
issued hereunder shall have the right to institute any suit, action or
proceeding at law or in equity, for any remedy under or upon this Indenture,
unless (a) such Owner shall have previously given to the trustee written
notice of the occurrence of an Event of Default; (b) the Owners of a majority
in aggregate pr8principal amount of all the bonds then outstanding shall have
made written request upon the Trustee to exercise the powers hereinbefore
granted or to institute such action, suit or proceeding in its own name;
(c) said owners shall have tendered to the trustee indemnity reasonably
acceptable to the Trustee against the costs, expenses and liabilities to be
incurred in compliance with such request; and (d) the Trustee shall have
refused or omitted to comply with such request for a period of 60 days after
such written request shall have been received by, and said tender of indemnity
shall have been made to, the Trustee.
Such notification, request, tender of indemnity and refusal or omission
are hereby declared, in every case, to be conditions precedent to the exercise
by any Owner of any remedy hereunder; it being understood and intended that no
one or more Owners shall have any right in any manner whatever by his or their
action to enforce any right under this Indenture, except in the manner herein
provided, and that all proceedings at law or in equity to enforce any
provisions of this Indenture shall be instituted, had and maintained in the
manner herein provided and for the equal benefit of all Owners of the
Outstanding bonds.
The right of any Owner of any Bond to receive payment of the principal of
(and premium, if any) and interest on such Bond as herein provided, shall not
be impaired or affected without the written consent of such Owner,
notwithstanding the foregoing provisions of this Section or any other
provision of this Indenture.
Section 8.05. Man -waiver. Nothing in this Article VIII or in any other
provision of this Indenture or in the Bonds, shall affect or impair the
obligation of the Agency, which is absolute and unconditional, to pay from the
Tax Revenues and other amounts pledged hereunder, the principal of an interest
and redemption premium (if any) on the Bonds to the respective Owners on the
respective Interest Payment Dates, as herein provided, or affect or impair the
right of action, which is also absolute and unconditional, of the Owners to
institute suit to enforce such payment by virtue of the contract embodied in
the Bonds.
A waiver of any default by any owner shall not affect any subsequent
default or impair any rights or remedies on the subsequent default. No delay
or omission of any Owner to exercise any right or power accruing upon any
default shall impair any such right or power or shall be construed to be a
waiver of any such default or an acquiescence therein, and every power and
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remedy conferred upon the Owners by the Law or by this Article VIII may be
enforced and exercised from time to time and as often as shall be deemed
expedient by the Owners.
If a suit, action or proceeding to enforce any right or exercise any
remedy shall be abandoned or determined adversely to the Owners, the Agency
and the Owners shall be restored to their former positions, rights and
remedies as if such suit, action or proceeding had not been brought or taken.
Section 8.06. Actions by Trustee as Attorney -in -Fact. Any suit, action
or proceeding which any Owner shall have the right to bring to enforce any
right or remedy hereunder may be brought by the Trustee for the equal benefit
and protection of all Owners similarly situated and the Trustee is hereby
appointed (and the successive respective Owners by taking and holding the
bonds or Parity Debt, as applicable, shall be conclusively deemed so to have
appointed it) the true and lawful attorney-in-fact of the respective Owners
for the purpose of bringing any such suit, action or proceeding and to do and
perform any and all acts and things for and on behalf of the respective Owners
as a class or classes, as may be necessary or advisable in the opinion of the
Trustee as such attorney-in-fact, provided the Trustee shall have no duty or
obligation to enforce any such right or remedy if it has not been indemnified
to its satisfaction from any expense including, but not limited to reasonable
fees and expenses of its attorneys.
Section 8.07. Remedies Not Exclusive. No remedy herein conferred upon or
reserved to the Owners is intended to be exclusive of any other remedy. Every
such remedy shall be cumulative and shall be in addition to every other remedy
given hereunder or now or hereafter existing, at law or in equity by statute
or otherwise, and may be exercised without exhausting and without regard to
any other remedy conferred by the Law or any other law.
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ARTICLE IX
MISCELLANEOUS
Section 9.01. Benefits Limited to Parties. Nothing in this Indenture,
expressed or implied, is intended to give to any person other than the Agency,
the Trustee and the Owners, any right, remedy, claim under or by reason of
this Indenture. Any covenants, stipulations, promises or agreements in this
Indenture contained by and on behalf of the Agency shall be for the sole and
exclusive benefit of the Trustee and the Owners.
Section 9.02. Successor is Deemed Included in All References to
Predecessor. Whenever in this Indenture or any Supplemental Indenture either
the Agency or the Trustee is named or referred to, such reference shall be
deemed to include the successors or assigns thereof, and all the covenants and
agreements in this Indenture contained by or on behalf of the Agency or the
Trustee shall bond and inure to the benefit of the respective successors and
assigns thereof whether so expressed or not.
Section 9.03. Discharge of Indenture. If the Agency shall pay and
discharge the entire indebtedness on all Bonds or any portion thereof in any
one or more of the following ways:
(i) by well and truly paying or causing to be paid the
principal of and interest and premium (if any) on all Outstanding
Bonds, including all principal, interest and redemption premiums, (if
any), or;
(ii) by irrevocably depositing with the Trustee or another
fiduciary, in trust, at or before maturity, money which, together
with the available amounts then on deposit in the funds and accounts
established pursuant to this Indenture, is fully sufficient to pay
all Outstanding Bonds, including all principal, interest and
redemption premiums (if any), or;
(iii) by irrevocably depositing with the Trustee or another
fiduciary, in trust, Federal Securities in such amount as an
Independent Accountant shall determine will, together with the
interest to accrue thereon and available moneys then on deposit in
the funds and accounts established pursuant to this Indenture, be
fully sufficient to pay and discharge the indebtedness on all Bonds
(including all principal, interest and redemption premiums, if any)
at or before maturity;
and if such Bonds are to be redeemed prior to the maturity thereof notice of
such redemption shall have been given pursuant to Section 2.03(c) or provision
satisfactory to the Trustee shall have been made for the giving of such
notice, then, at the election of the Agency, and notwithstanding that any
Bonds shall not have been surrendered for payment, the pledge of the Tax
Revenues and other funds provided for in this Indenture and all other
obligations of the Trustee and the Agency under this Indenture with respect to
all Outstanding Bonds shall cease and terminate, except only (a) the
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obligations of the Agency under Section (Rebate Fund], (b) the obligation of
the Trustee to transfer and exchange Bonds hereunder, and (c) the obligation
of the Agency to pay or cause to be paid to the Owners, from the amounts so
deposited with the Trustee, all sums due thereon and to pay the Trustee all
fees, expenses and costs of the Trustee. Notice of such election shall be
filed with the Trustee. Any funds thereafter held by the Trustee, which are
not required for said purpose, shall be paid over to the Agency.
Section 9.04. Execution of Documents and Proof of Ownership by Owners.
Any request, declaration or other instrument which this Indenture may require
or permit to be executed by any Owner may be in one or more instruments of
similar tenor, and shall be executed by such Owner in person or by their
attorneys appointed in writing.
Except as otherwise herein expressly provided, the fact and date of the
execution by any Owner or his attorney of such request, declaration or other
instrument, or of such writing appointing such attorney, may be proved by the
certificate of any notary public or other officer authorized to take
acknowledgments of deeds to be recorded in the state in which he purports to
act, that the person signing such request, declaration or other instrument or
writing acknowledged to him the execution thereof, or by an affidavit of a
witness of such execution, duly sworn to before such notary public or other
officer.
The ownership of Bonds and the amount, maturity, number and date of
ownership thereof shall be provided by the Registration Books.
Any request, declaration or other instrument or writing of the Owner of
any Bond shall bind all future Owners of such Bond in respect of anything done
or suffered to be done by the Agency or the Trustee in good faith and in
accordance therewith.
Section 9.05. Disqualified Bonds. In determining whether the Owners of
the requisite aggregate principal amount of Bonds have concurred in any
demand, request, direction, consent or waiver under this Indenture, Bonds
which are owned or held by or for the account of the Agency or the City of San
Juan Capistrano (but excluding Bonds held in any employees' retirement fund)
shall be disregarded and deemed not to be Outstanding for the purpose of any
such determination, provided, however, that for the purpose of determining
whether the Trustee shall be protected in relying on any such demand, request,
direction, consent or waiver, only Bonds which the Trustee knows to be so
owned or held shall be disregarded.
Section 9.06. Waiver of Personal Liability. No member, office, agent or
employee of the Agency shall be individually or personal liable for the
payment of the principal of or interest or any premium on the Bonds; but
nothing herein contained shall relieve any such member, officer, agent or
employee from the performance of any official duty provided by law.
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Section 9.07. Destruction of Cancelled Bonds. Whenever in this Indenture
provision is made for the surrender to the Trustee of any Bonds which have
been paid or cancelled pursuant to the provisions of this Indenture, the
Trustee shall destroy such Bonds and provide the Agency a certificate of
destruction. The Agency shall be entitled to rely upon any statement of fact
contained in any certificate with respect to the destruction of any such Bonds _
therein referred to.
Section 9.08 Notices. Any notice, request, complaint, demand,
communication or other paper shall be sufficiently given and shall be deemed
given when delivered or mailed by first class, registered or certified mail,
postage prepaid, or sent by telegram, addressed as follows:
If to the Agency: San Juan Capistrano Community Redevelopment
Agency
32400 Paseo Adelanto
San Juan Capistrano, California 92675
Attention: Executive Director
If to the Trustee: Bankers Trust Company of California, N.A.
300 South Grand Avenue
Los Angeles, California 90071
Attention:
Ref. No.
Section 9.09. Partial Invalidity. If any Section, paragraph, sentence,
clause or phrase of this Indenture shall for any reason be held illegal,
invalid or unenforceable, such holding shall not affect the validity of the
remaining portions of this Indenture. The Agency hereby declares that it
would have adopted this Indenture and each and every other Section, paragraph,
sentence, clause or phrase hereof and authorized the issue of the Bonds
pursuant thereto irrespective of the fact that any one or more Sections,
paragraphs, sentences, clauses, or phrases of this Indenture may be held
illegal, invalid or unenforceable. If, by reason of the judgment of any
court, the Trustee is rendered unable to perform its duties hereunder, all
such duties and all of the rights and powers of the Trustee hereunder shall,
pending appointment of a successor Trustee in accordance with the provisions
of Section 6.01 hereof, be assumed by and vest in the Treasurer of the Agency
in trust for the benefit of the Owners that its Treasurer in such case shall
be vested with all of the rights and powers of the Trustee hereunder, and
shall assume all of the responsibilities and perform all of the duties of the
Trustee hereunder, in trust for the benefit of the Bonds, pending appointment
of a successor Trustee in accordance with the provisions of Section 6.01
hereof.
Section 9.10. Unclaimed Moneys. Anything contained herein to the
contrary notwithstanding, any money held by the Trustee in trust for the
payment and discharge of the interest or premium (if any) on or principal of
the Bonds which remains unclaimed for two (2) years after the date when the
payments of such interest, premium and principal have become payable, if such
money was held by the Trustee at such date, or for two (2) years after the
date of despite of such money if deposited with the Trustee after the date
05/03/91
4949u/2299/052 -44-
when the interest and premium (if any) on and principal of such Bonds have
become payable, shall at the written Request of the Agency be repaid by the
Trustee to the Agency as its absolute property free from trust, and the
Trustee shall thereupon be released and discharged with respect thereto and
the Bond Owners shall look only to the Agency for the payment of the principal
of and interest and redemption premium (if any) on of such Bonds.
Section 9.11. Execution in Counterparts. This Indenture may be executed
in several counterparts, each of which shall be an original and all of which
shall constitute but one and the same instrument.
Section 9.12. Governing Law. This Indenture shall be construed and
governed in accordance with the Laws of the State.
05/03/91
4949u/2299/052 -45-
IN WITNESS WHEREOF, the SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT
AGENCY, has caused this Indenture to be signed in its name by its Chairman and
attested by its Secretary, and to affix hereto the corporate seal of the
Agency, and BANKERS TRUST COMPANY OF CALIFORNIA, N.A., in token of its
acceptance of the trusts created hereunder, has caused this Indenture to be
signed in its corporate name by its officer thereunto duly authorized, all as
of the day and year first above written.
ATTEST:
By
ecretary
(SEAL)
SAN JUAN CAPISTRANO COMMUNITY
REDEVELOPMENT AGENCY
By
BANKERS TRUST COMPANY OF CALIFORNIA,
N.A.. as Trustee
Authorized Officer
05/03/91
4949u/2299/052 -46-
EXHIBIT A
(FORM OF BOND)
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
(COUNTY OF ORANGE)
SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY
WEST HOLT AVENUE REDEVELOPMENT PROJECT
1991 TAX ALLOCATION REFUNDING BOND
INTEREST RATE:
REGISTERED OWNER:
PRINCIPAL SUM:
MATURITY DATE: DATED DATE:
July 1, 1991
CUSIP:
The SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY, a public body,
corporate and politic, duly organized and existing under and by virtue of the
laws of the State of California (the "Agency"), for value received hereby
promises to pay to the Registered Owner stated above, or registered assigns,
on the Maturity Date stated above (subject to any right of prior redemption
hereinafter provided for), the Principal Sum stated above, in lawful money of
the United States of America, and to pay interest thereon in like lawful money
from the interest payment date next preceding the date of authentication of
this Bond, unless (i) this Bond is authenticated on an interest payment date,
in which event it shall bear interest from such date of authentication, or
(ii) this Bond is authenticated prior to an interest payment date and after
the close of business on the fifteenth calendar day of the month preceding
such interest payment date (a "Record Date"), in which event it shall bear
interest from such interest payment date, or (iii) this Bond is authenticated
on or before January 15, 1992, in which event it shall bear interest from the
Dated Date stated above; provided however, that if at the time of
authentication of this Bond, interest is in default on this Bond, this Bond
shall bear interest from the interest payment date to which interest has
previously been paid or made available for payment on this Bond, until payment
of such Principal Sum in full, at the rate per annum stated above, payable
semiannually on February 1 and August 1 in each year (each an "interest
payment date"), commencing February 1, 1992, calculated on the basis of a
360 -day year composed of twelve 30 -day months. Principal hereof and premium,
if any, upon early redemption hereof are payable upon presentation and
surrender of this Bond at the corporate trust office of Bankers Trust Company
of California, N.A., as trustee (the "Trustee"), in Los Angeles, California.
Interest hereon (including the final interest payment upon maturity or earlier
redemption) is payable by check or draft of the Trustee mailed by first class
05/03/91
4949u/2299/052 Exhibit A-1
mail to the Registered Owner hereof at the Registered Owner's address as it
appears on the registration books maintained by the Trustee at the close of
business on the Record Date next preceding such interest payment date;
provided, however, that upon the written request of any registered owner of at
least $1,000,000 in principal amount of bonds received by the Trustee at least
fifteen (15) days prior to such Record Date, payment shall be made by wire
transfer in immediately available funds to an account designated by such owner.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH
ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS OF THIS BOND SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH IN THIS PLACE.
This Bond is not a debt of the City of San Juan Capistrano, the State of
California, or any of its political subdivisions, and neither said City, said
State, nor any of its political subdivisions is liable hereon, nor in any
event shall this Bond be payable out of any funds or properties other than
those of the Agency. The Bonds do not constitute an indebtedness within the
meaning of any constitutional or statutory debt limitation or restriction.
It is hereby certified that all of the things, conditions and acts
required to exist, to have happened or to have been performed precedent to and
in the issuance of this Bond do exist, have happened or have been performed in
due and regular time and manner as required by the Law and the laws of the
State of California, and that the amount of this Bond, together with all other
indebtedness of the Agency, does not exceed any limit prescribed by the Law or
any laws of the State of California, and is not in excess of the amount of
Bonds permitted to be issued under the Indenture.
This Bond shall not be entitled to any benefit under the Indenture or
become valid or obligatory for any purpose until the Certificate of
Authentication hereon shall have been manually signed by the Trustee.
IN WITNESS WHEREOF, the San Juan Capistrano Community Redevelopment
Agency, has caused this Bond to be executed in its name and on its behalf with
the facsimile signature of its Chairman and its seal to be reproduced hereon
and attested by the facsimile signature of its Secretary, all as of July 1,
1991.
SAN JUAN CAPISTRANO COMMUNITY
REDEVELOPMENT AGENCY
By:
rman _
(SEAL)
ATTEST:
Secretary
05/03/91
4949u/2299/052 Exhibit A-2
!FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONC
This is one of the Bonds described in the within -mentioned Indenture.
Authentication Date:
BANKERS TRUST COMPANY OF CALIFORNIA,
N.A., as Trustee
By:
Authorized Signatory
05/03/91
4949u/2299/052 Exhibit A-3
(FORM OF BACK OF BOND)
This Bond is one of a duly authorized issue of Bonds of the Agency
designated as "San Juan Capistrano Community Redevelopment Agency, San Juan
Capistrano Central Redevelopment Project 1991 Tax Allocation Refunding Bonds"
(the "Bonds"), of an aggregate principal amount of Seven Million Dollars
($7,000,000), all of like tenor and date (except for such variation, if any,
as may be required to designate varying series, numbers, maturities, interest
rates, or redemption and other provisions) and all issued pursuant to the
provisions of the Community Redevelopment Law, being Part 1 (commencing with
Section 33000) of Division 24 of the Health and Safety Code of the State of
California (the "Law") and the provisions (commencing with Section 53580) of
Article 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government
Code of the State of California, and pursuant to a resolution of the Agency
adopted , 1991, and an Indenture of Trust, dated as of July 1, 1991,
entered into by and between the Agency and the Trustee (the "Indenture"),
authorizing the issuance of the Bonds. Additional bonds, notes or other
obligations may be issued on a parity with the Bonds, but only subject to the
terms of the Indenture. Reference is hereby made to the Indenture (copies of
which are on file at the office of the Agency) and all indentures supplemental
thereto and to the Law for a description of the terms on which the Bonds are
issued, the provisions with regard to the nature and extent of the Tax
Revenues, as that term is defined in the Indenture, and the rights thereunder
of the registered owners of the Bonds and the rights, duties and immunities of
the Trustee ad the rights and obligations of the Agency thereunder, to all of
the provisions of which Indenture the Registered Owner of this Bond, by
acceptance hereof, assents and agrees.
The Bonds have been issued by the Agency to aid in financing certain
activities of the San Juan Capistrano Central Redevelopment Project, including
refunding certain outstanding tax allocation notes of the Agency, as further
provided in the Indenture.
The Bonds are special obligations of the Agency and this Bond and the
interest hereon and all other Bonds and the interest hereon (to the extent set
forth in the Indenture) are payable from, and are secured by a first pledge of
and lien on the Tax Revenues derived by the Agency from the Project Area (as
that term is defined in the Indenture).
There has been created and will be maintained by the Agency the Special
Fund (as defined in the Indenture) into which Tax Revenues shall be deposited
and transferred to the Trustee for deposit into the Debt Service Fund (as
defined in the Indenture) from which the Trustee shall pay the principal of
and the interest and redemption premium, if any, on the Bonds when due. As
and to the extent set forth in the Indenture, all such Tax Revenues are
exclusively and irrevocably pledged to and constitute a trust fund for, in
accordance with the terms hereof and the provisions of the Indenture and the
Law, the security and payment or redemption of, including any premium upon
early redemption, and for the security and payment of interest on, the Bonds
(and any additional bonds, note or other obligations, authorized by the
05/03/91
4949u/2299/052 Exhibit A-4
Indenture). In addition, the Bonds (and, if the supplemental indenture
authorizing any loans, advances or indebtedness) shall be additionally secured
at all times by a first and exclusive pledge of and lien upon all of the
moneys in the Special Fund, the Debt Service Fund, the Interest Account, the
Principal Account, the Sinking Account, the Reserve Account and the Redemption
Account (as such terms are defined in the Indenture). Except for the Tax
Revenues and such moneys, no funds or properties of the Agency shall be
pledged to, or otherwise liable for, the payment of principal of or interest
or redemption premium, if any, on the Bonds.
The Bonds maturing on or before February 1, will not be subject to
redemption prior to their stated maturity. Bonds maturing on February 1,
, are subject to redemption at the option of the Agency, in whole or in part
by lot, from any available source of funds, on February 1, , or on any
interest payment date thereafter prior to maturity. Bonds called for
redemption will be redeemed on the following redemption dates and at the
following redemption prices (expressed as percentages of the principal amount
of Bonds called for redemption) together with accrued interest thereon to the
date fixed for redemption:
Redemption Redemption
Dates Price
February 1, 2000 and August 1, 2000
February 1, 2001 and August 1, 2001
February 1, 2002 and August 1, 2002
February 1, 2003 and thereafter
The Bonds maturing on February 1, are also subject to redemption in
part by lot on February 1, , and on February 1 in each year thereafter,
from sinking account payments made by the Agency, at a redemption price equal
to the principal amount thereof to be redeemed together with accrued interest
thereon to the redemption date, without premium, as set forth in the following
table:
Sinking Account
Redemption Date
(February 1)
Principal Amount
To Be Redeemed
or Purchased
05/03/91
4949u/2299/052 Exhibit A-5
As provided in the Indenture, notice of redemption shall be given by first
class mail no less than thirty (30) nor more than sixty (60) days prior to the
redemption date to the respective registered owners of any Bonds designated
for redemption at their addresses appearing on the Bond registration books
maintained by the Trustee, but neither failure to receive such notice nor any
defect in the notice so mailed shall affect the sufficiency of the proceedings
for redemption.
If this Bond is called for redemption and payment is duly provided
therefor as specified in the Indenture, interest shall cease to accrue hereon
from and after the date fixed for redemption.
If an Event of Default, as defined in the Indenture, shall occur, the
principal of all Bonds may be declared due and payable upon the conditions, in
the manner and with the effect provided in the Indenture, but such declaration
and its consequences may be rescinded and annulled as further provided in the
Indenture.
The Bonds are issuable as fully registered Bonds without coupons in
denominations of $5,000 each and any integral multiple thereof. Subject to
the limitations and conditions and upon payment of the charges, if any, as
provided in the Indenture, Bonds may be exchanged for a like aggregate
principal amount of Bonds of other authorized denominations and of the same
maturity.
This Bond is transferable by the Registered Owner hereof, in person or by
his attorney duly authorized in writing, at the corporate trust office of the
Trustee, in Los Angeles, California, but only in the manner and subject to the
limitations provided in the Indenture, and upon surrender and cancellation of
this Bond. Upon registration of such transfer a new fully registered Bond or
Bonds, of authorized denomination or denominations, for the same aggregate
principal amount and of the same maturity will be issued to the transferee in
exchange herefor.
The Trustee shall not be required to register the transfer or exchange of
any Bond (i) during the period established by the Trustee for selection of
Bonds for redemption or (ii) selected for redemption.
The Agency and the Trustee may treat the Registered Owner hereof as the
absolute owner hereof for all purposes, and the Agency and the Trustee shall
not be affected by any notice to the contrary.
The rights and obligations of the Agency and the registered owners of the
Bonds may be modified or amended at any time in the manner, to the extent and
upon the terms provided in the Indenture, but no such modification or
amendment shall extended the maturity of or reduce the interest rate on any
Bond or otherwise alter or impair the obligation of the Agency to pay the
principal, interest or redemption premiums (if any) at the time and place and
at the rate and in the currency provided herein of any Bond without the
express written consent of the registered owner of such Bond, reduce the
percentage of Bonds required for the written consent to any such amendment or
modification or, without its written consent thereto, modify any of the rights
or obligations of the Trustee.
05/03/91
4949u/2299/052 Exhibit A-6
'i /
(FORM OF ASSIGNMENT)
For value received the undersigned hereby sells, assigns and transfers unto
(Name, Address and Tax Identification or Social Security Number of Assignee)
the within -registered Bond and hereby irrevocably constitute(s) and appoint(s)
attorney,
to transfer the same on the bond register of the Trustee with full power of
substitution in the premises.
Dated:
Signature Guaranteed:
Note: Signature(s) must be
guaranteed by a member firm
of the New York Stock
Exchange or a commercial
bank or trust company.
Note: The signature(s) on this
Assignment must correspond with
the name(s) as written on the
face of the within Bond in every
particular without alteration or
enlargement or any change
whatsoever.
05/03/91
4949u/2299/052 Exhibit A-7
NEW ISSUE PRELIMINARY OFFICIAL STATEMENT DATED JULY 1, 1991 r°
Standard & Poor's Cc*oration: 'AAA'
(See'RATING' herein)
in the opinion of Stradling, YUCCA, Carlton & Rauch, A Professional Law Corporation, Newport Beach, California, Bond Counsel, subject,
however to certain qualifications described herein, under existing laws, the interest on the Bonds is excluded jrom gross income jor federal income tar
purposes. Such interest is not an item of tar preference for purposes of the federal individual and corporate allemadw minimum tares, although it is
included for purposes of computing the altemadve minimum its imposed on certain corporations. In the further opinion of Bond Counsel, such interest
is emaipi from California personal income tares. See 'Legal Opinion and las Exemption' herein.
56,725,000
SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY
SAN JUAN CAPISTRANO CENTRAL REDEVELOPMENT PROJECT
1991 TAX ALLOCATION REFUNDING BONDS
Date: July 1, 1991 Due: August 1, as showy below
The Bonds will be issued in fully registered form in denominations of 55,000 or any integral multiple thereof. T'he Bonds are payable at
the principal corporate trust office of the Trustee, Banker's Trust of California, N.A. in San Francisco, California. Interest on the Bonds is payable
commencing on February 1, 1992, and semiannually thereafter on August 1 and February 1 in each year, by check or draft mailed by first class mail
to the registered owner thereof as of the Record Date established for the Bonds or, at the option of the Owner of at least $1,000,000 aggregate
principal amount of Bonds, by wire transfer if such Owner will provide the Trustee written wire transfer instructions at least fifteen (15) days prior
to the applicable Record Date.
The Term Bonds maturing on August 1, 2016. are subject to mandatory redemption from minimum Sinking Account payments in part, by
lot, on August 1, 2016, and on each August 1 thereafter at a redemption price equal to the principal amount thereof plus accrued interest to the
redemption date.
The Bonds maturing on August 1, 2016, are subject to optional redemption prior to maturity, in whole or in part, on August 1, 2016, and
on any interest payment date thereafter at a redemption price equal to the principal amount thereof, plus accrued interest to the redemption date,
plus a premium, as described herein.
MATURITY SCHEDULE
Principal Maturity Date Interest Principal Maturity Date Interest
Amount August 1 of Rate Yield Amount August I of Rate Yield
$145,000
1995
$205,000
2001
150,000
19%
220,000
2002
160,000
1997
235,000
2003
170,000
1998
250,000
2004
185,000
1999
270,000
2005
195,000
2000
290,000
2006
$4,250,000 -
_% Term Bonds due August 1, 1016 Yield-_%
(Plus seemed interest)
The Bonds are being issued for the purpose of refunding the AgenLys previously issued $6,250,000 San Juan Capistrano Central
Redevelopment Project, 1986 Tax Allocation Not" of which 56,250,000 is currently outstanding. The Bonds are payable from and secured by the
Tax Revenues, as defined herein, to be derived from the Project Area. Taxes levied on the property within the Project Area on that portion of the
taxable valuation over and above the taxable valuation of the base year (1982.83 for the original Project Ana and 1993-84, 1984-&5 and 1995-56
respectively for the added portion of the Project Area) property tax roll up to the Plan Limit described herein, and less certain amounts which may
be required to be deposited in the Agency's Low and Moderate Income Housing Fund and certain amounts which must be paid to other taxing
agencies, will be deposited in the Special Fund held by the Agency and transferred to the Trustee to the extent necessary for the annual payment
of the principal of and interest on the Bonds. See'SECURM FOR THE BONDS' herein.
Payment of interest and principal components of the Bonds when due at maturity will be insured, as is more fully described herein by an
insurance policy to be issued by simultaneously with delivery of the Bonds. The Standard & Poor s Corporation
'AAA' rating assigned to the Bonds assumes issuance of the policy.
Investment in the Bonds involves substantial dements of risk. Attention is hereby directed to cerMk Risk Factors more fully described
herein.
The Bonds am not a debt of the City of San Juan Capistrano, the State of California or any of iia political subdivisions, and neither said
City, said State nor any of its political subdivisions is liable therefor. The principal of and interest on the Bonds are payable solely from the Tax
Revenues allocated to the Agency from the Project Area as defined herein and in the Indenture.
The Bonds an offered, when, as and if issued, subject so the approval of Stradling, Yoeea, Carlson & Rauh, A Professional Law Corporation,
Newport Beach, California, Bond Counsel. It is anticipated that the Bads will be available for deffrery in Newport Beach, Cdj/omia on or prior to July
, 1991.
the date of this OjJtcial SWCWN B July _, 7991
EXHIBIT
SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY
SAN JUAN CAPISTRANO, CALIFORNIA
AGENCY GOVERNING BOARD
Lawrence Buchheim - Chairman
Gil Jones - Vice -Chairman —
Kenneth E. Friess
Gary Hausdorfer
Jeff Vasquez
CITY COUNCIL
Kenneth E. Friess - Mayor
Lawrence Buchheim, Mayor Pro -Tem
Gary Hausdorfer
Jeff Vasquez
Gil Jones
CITY AND AGENCY STAFF
Stephen B. Julian, City Manager and Executive Director of the Agency
George Scarborough, Assistant City Manager
Jeffrey C. Parker, Agency Secretary
Cheryl Johnson, City Clerk
David P. Bentz, Director of Administrative Services and Agency Finance Officer
William Huber, Director of Building and Engineering
Al King, Director of Community Services
Ron Sievers, Director of Public Lands and Facilities
Ted Simon, City Engineer
Tom Tomlinson, Acting Director of Planning
Thomas P. Clark, CityAttorey and Agency Counsel
SPECIAL SERVICES
Bond Counsel
Stradling, Yocca, Carlson & Routh
A Professional Corporation
Newport Beach, California
Fiscal Agent
Bankers Trust of California, NA.
San Francisco, California
Financial Advisor
Urban Futures, Inc.
Fullerton, California
Special Consultant to the Financial Advisor
Miller and Schroeder Financial, Inc.
Solana Beach, California
TABLE OF CONTENTS
Introductory Statement ............ 1
Sources and Uses of Funds .........
3
The Bonds .....................
3
Authority of Issuance .........
3
Description of Bonds .........
3
Redemption of Bonds .........
4
Security for Bonds ...............
7
Summary of the Indenture of Trust ...
8
Definitions .................
8
Pledge and Deposit of Tax
35
Revenues .................
15
Establishment of Funds and
35
Accounts; Flow of Funds .....
16
Issuance of Parity Debt ......
19
Issuance of Subordinate Debt ..
19
Validity of Bonds ...........
20
Certain Covenants of the
Concluding Information ..........
Agency ..................20
Amendment of Indenture .....
27
Events of Default ...........
29
Discharge of Indenture .......
32
San Juan Capistrano Community
Limitations and Requirements of the
Redevelopment Agency ...........
34
Members and Officers .......
34
Agency Powers .............
34
Financial Advisor ...........
35
Financing .................
35
Factors Affecting Redevelopment
Projected Tax Revenues ......
Agencies Generally ........
35
Risk Factors ...................
36
Reduction of Tax Revenues ...
36
Article XIII A of the State
Major Taxpayers ...........
Constitution .............
37
Constitutional Challenge
Concluding Information ..........
to Property Tax System ......
38
Property Tax Collection Procedures .
38
Supplemental Assessments ........
39
Appropriations Limitation --
Exemption ................
Article XIII B ................
39
Unitary Property ...............
40
Proposition 87 .................
40
San Juan Capistrano Central
Redevelopment Project .........
40
Limitations and Requirements of the
Redevelopment Plan ...........
41
Agreements with Various Taxing
Agencies .................
41
Tax Revenues ..................
42
Historical Tax Revenues ......
42
Projected Tax Revenues ......
43
Annual Debt Service ........
45
Debt Service Coverage .......
46
Tax Levies and Delinquencies ..
46
Major Taxpayers ...........
47
Historical Tax Rates .........
47
Concluding Information ..........
48
Financial Advisor ...........
48
Underwriting ..............
48
Legal Opinion and Tax
Exemption ................
48
Legality for Investment in
California ...............
49
Verification of Mathematical
Computations ............
49
Certificate Issuance .........
49
Rating ...................
50
Miscellaneous ..............
50
Supplemental Information - The City
of San Juan Capistrano .........
51
Appendix A - San Juan Capistrano CRA:
Annual Financial Compliance Report
Appendix B - City of San Juan Capistrano:
Independent Auditors' Report
Appendix C - Form of Bond
Counsel Opinion
Appendix D - Form of Municipal Bond
Issuance Policy
For purposes of compliance with Rule 15c2-12 of the Securities and Exchange Commission, the
Preliminary Official Statement and the Official Statement, as of their respective dates, are deemed final by the
Agency, provided, however, that pricing, underwriting and other information contained in the Preliminary Official
Statement is subject to completion or amendment in accordance with Rule 15c2-12.
No dealer, broker, salesperson or other person has been authorized by the Underwriter, the Agency, _
or the Trustee to give any information or to make any representations other than those contained herein and,
if given or made, such other information or representation must not be relied upon as having been authorized
by any of the foregoing.
This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of the Bonds by a person in any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of such jurisdiction. This Official
Statement is not to be construed as a contract with the purchasers or any of the owners of the Bonds. Any
statement made in this Official Statement involving estimated, forecasts or matters of opinion, whether or not
expressly so stated, are intended solely as such and not as representations of fact. The information set forth
herein has been furnished by the Agency and other sources which are believed to be reliable, but is not
guaranteed as to accuracy or completeness, and is not to be construed as representations by the Underwriter.
The information and expressions of opinion herein are subject to change without notice and neither the delivery
of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication
that there has been no change in the affairs of the Agency since the date hereof.
OFFICIAL STATEMENT
$6,685,000
SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY
SAN JUAN CAPISTRANO CENTRAL REDEVELOPMENT PROJECT
1991 TAX ALLOCATION REFUNDING BONDS
INTRODUCTORY STATEMENT
This Official Statement, including the cover page, is provided to furnish information in connection with
the sale by the San Juan Capistrano Community Redevelopment Agency (the "Agency') of $6,725,000 aggregate
principal amount of the San Juan Capistrano Central Redevelopment Project, 1991 Tax Allocation Refunding
Bonds (the "Bonds"). The Bonds are being issued pursuant to the Constitution and laws of the State of
California (the "State"), including the Community Redevelopment Law (Part I, Division 24, commencing with
Section 33000 of the Health and Safety Code of the State) (the "Law"), and pursuant to an Indenture of Trust,
dated as of the date of the Bonds (the "Indenture"), approved by a resolution of the Agency authorizing the
issuance of the Bonds, adopted on 11991.
The City of San Juan Capistrano (the "City") is located midway between Los Angeles and San Diego.
Located in Orange County (the "County"), the City is a general law city incorporated on April 19, 1961 and
provides for a Council -Manager form of government made up of five City Council Members elected to four-year
overlapping terms. The City encompasses an area of approximately 12.5 square miles and the 1991 population
is estimated to be 26,750.
The Agency was established on September 7, 1982 by the City Council of the City with the adoption of
Ordinance No. 470, pursuant to the Law. The five members of the City Council serve as the governing body of
the Agency, and exercise all the rights, powers, duties and privileges of the Agency. The Mayor Pro -Tem serves
as Chairman of the Agency.
The Redevelopment Plan for the San Juan Capistrano Central Redevelopment Project (the
"Redevelopment Plan") was approved by Ordinance No. 488 adopted by the City Council on July 12, 1983 and
amended by Ordinance No. 509 adopted by the City Council on May 15, 1984, Ordinance No. 547 adopted by
the City Council on July 17, 1985 and by Ordinance No. 582 adopted by the City Council on August 19, 1986.
The San Juan Capistrano Central Redevelopment Project (the "Project Area") originally consisted of 904 acres
and was amended in 1984 to provide for changes in certain provisions of the Redevelopment Plan, in 1985 to
include an additional 170 acres and was further amended in 1986 to include an additional 23.15 acres. The
Project Area is comprised mainly of commercial (retail and office) and residential uses.
The Law authorizes the fmancing of redevelopment projects through the use of tax increment revenues.
This method provides that the taxable valuation of the property within a defined redevelopment project area on
the property tax roll that was last equalized prior to the effective date of the enabling ordinance which adopts
the redevelopment plan becomes the "base year" valuation, and the increase, if any, in taxable valuation in
subsequent years over that established as the base year valuation becomes the incremental valuation upon which
taxes can be levied by the County and other taxing agencies and the resulting tax revenues are then allocated
to the Agency. All increment revenues are allocated to the Agency. All taxes collected thereafter upon the
incremental valuation (the increase in taxable valuation over the base year valuation) plus State reimbursed
amounts for certain property tax exemptions which are allocated to the Agency, if any, and which are within the
Plan Limit defined herein, may be pledged to the payment of debt service on obligations issued by the Agency.
The Bonds are payable from and are secured by a pledge of the above described tax revenues, less
certain amounts which may be required to be deposited in the Agency's Low and Moderate Income Housing
Fund (described more particularly herein under the section entitled "SECURITY FOR THE BONDS" and
referred to herein as Tax Revenues). The Agency has no power to levy and collect taxes, and any legislative
property tax de -emphasis or provision of additional sources of income to taxing agencies having the effect of
reducing the property tax rate must necessarily reduce the amount of Tax Revenues that would otherwise be
available to pay the principal of and interest on the Bonds. Likewise, broadened property tax exemptions, decline
in property values by physical calamity or otherwise, or delinquency in the payment of property taxes, could have
a similar effect. See "RISK FACTORS" herein.
A portion of the proceeds of the Bonds will be used to refund the Agency's previously issued $6,250,000
San Juan Capistrano Central Redevelopment Project, 1985 Tax Allocation Notes of which 56,250,000 is currently
outstanding (the "1986 Notes"). Bond proceeds will be used, together with interest earnings and other moneys
available from the Agency, to refund the 1986 Notes, to fund the Reserve Account and to pay the costs of
issuance of the Bonds.
Brief descriptions of the Bonds, the Indenture, the Agency and the City 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 law, the Constitution and the laws of the State as well as the proceedings of the
Agency and the City are qualified in their entirety by reference to such documents. References herein to the
Bonds are qualified in their entirety by reference to the form thereof included in the Indenture and the
information with respect thereto included herein, copies of which are all available for inspection at the offices
of the Agency. During the period of the offering of the Bonds, copies of the forms of all documents are
available at the offices of the Financial Advisor, Urban Futures, Inc., 801 East Chapman Avenue, Suite 106,
Fullerton, California, 92631.
SOURCES AND USES OF FUNDS*
The estimated sources and uses of funds, excluding accrued interest on the Bonds, is summarized as
follows:
Sources
Principal Amount of Bonds
1986 Notes Special Fund and Accounts
Total Sources
lim
Bond Discount (1)
Reserve Account (1)
Costs of Issuance (3)
1986 Notes Escrow Fund (4)
Total Uses
$ 6,725,000
573.398
$ 7,298,398
$ 100,875
607,655
161,743
6,428,125
$ 7,298,398
(1) Bond discount estimated at 1.5%
(2) An amount equal to Maximum Annual Debt Service on the Bonds.
(3) Includes bond insurance premium
(4) An amount sufficient to provide for the payment of the principal of and interest on the 1986
Notes on August 1, 1991 on a gross fund cost basis.
* Preliminary, subject to change.
THE BONDS
Authority for Issuance
The $6,725,000 principal amount of San Juan Capistrano Community Redevelopment Agency of the San
Juan Capistrano Central Redevelopment Project, 1991 Tax Allocation Refunding Bonds (the "Bonds"), were
authorized for issuance pursuant to an Indenture of Trust, dated as of the date of the Bonds, by and between
the Agency and the Trustee (the "Indenture"), approved by a resolution of the Agency authorizing the issuance
of the Bonds, adopted on '1991.
Description of the Bonds
The Bonds will be issued in the form of fully registered bonds in denominations of $5,000 each or any
integral multiple thereof, The Bonds will be dated July 1, 1991, and mature on August 1 in the years and in the
amounts shown on the cover page of this Official Statement. The Bonds will bear interest at the rates shown
on the cover page of this Official Statement, payable commencing on February 1, 1991 and semiannually
thereafter on August 1 and February I in each year by check or draft mailed by fast class mail to the registered
owners thereof as of the Record Date therefor, or, at the option of the owner of at least $1,000,000 aggregate
principal amount of Bonds, by wire transfer if such Owner will provide the Trustee written wire transfer
instructions at least fifteen (15) days prior to the applicable Record Date.
Redemption and Purchase of Bonds
Optional Redemption. The Bonds maturing on or before August 1, 2006, will not be subject to
optional redemption prior to maturity. The Bonds maturing on August 1, 2016, shall be subject to redemption
in whole or in part by lot, at the option of the Agency, on any Interest Payment Date on or after August 1, 2006,
from any available source of funds, at a redemption price (expressed as a percentage of the principal amount
of Bonds to be redeemed) as follows, in each case together with accrued interest thereon to the redemption date:
Redemption Date Redemption Price
August 1, 2006 and February 1, 2007
102%
August 1, 2007 and February 1, 2008
1011/2%
August 1, 2008 and February 1, 2009
101%
August 1, 2009 and February 1, 2010
1001/2
August 1, 7010 and thereafter
100
Sinkine Account Redemption. The Term Bonds maturing on August 1, 2016, shall also be subject
to redemption, in part by lot on August 1, 2007, and on August 1 in each year thereafter, from Sinking Account
payments made by the Agency, at a redemption price equal to the principal amount thereof to be redeemed
together with accrued interest thereon to the redemption date, without premium in the aggregate respective
principal amounts and on the respective dates as set forth in the following table, or in lieu thereof shall be
purchased pursuant to the Indenture; provided, however, that if some but not all of the Term Bonds have been
redeemed pursuant to the foregoing paragraph the total amount of all future Sinking Account payments relating
to the Term Bonds so redeemed shall be reduced by an amount corresponding to the aggregate principal amount
of Term Bonds so redeemed, to be allocated among such Sinking Account payments on a pro rata basis in
integral multiples of $5,000 as determined by the Agency (notice of which determination shall be given by the
Agency to the Trustee).
Sinking Account
Principal Amount
Sinking Account
Principal Amount
Redemption Date
to be Redeemed
Redemption Date
to be Redeemed
(August 1)
or Purchased
(August 1)
or Purchased
2007
310,000
2012
430,000
2008
330,000
2013
460,000
2009
350,000
2014
495,000
2010
375,000
2015
530,000
2011
405,000
2016 (maturity)
565,000
In lieu of redemption of Term Bonds pursuant to the Indenture, amounts on deposit in the Special
Fund (to the extent not required to be transferred to the Trustee during the current Bond Year) may also
be used and withdrawn by the Agency at any time for the purchase of the Term Bonds at public or private
sale as and when and at such prices (including brokerage and other charges and including accrued
interest) as the Agency may in its discretion determine. The par amount of any of the Term Bonds so
purchased by the Agency and surrendered to the Trustee for cancellation in any twelve-month period
104 1
ending August 1 in any year shall be credited towards and shall reduce the principal amount of the Term
Bonds otherwise required to be redeemed on the following November 1 pursuant to the Indenture..
Notice of Redemption. The Trustee on behalf and at the expense of the Agency shall mail (by
first class, postage prepaid) notice of any redemption at least 30 but not more than 60 days prior to the
redemption date, to (i) the Owners of any Bonds designated for redemption at their respective addresses
appearing on the Registration Books, and (ii) to the Securities Depositories and to the Information
Services designated in a Written Request of the Agency filed with the Trustee; but such mailing shall not
be a condition precedent to such redemption and neither failure to receive any such notice nor any defect
therein shall affect the validity of the proceedings for the redemption of such Bonds or the cessation of
the accrual of interest thereon. Such notice shall state the redemption date and the redemption price,
shall designate the CUSIP number of the Bonds to be redeemed, state the individual number of each Bond
to be redeemed or state that all Bonds between two stated numbers (both inclusive) or all of the Bonds
Outstanding (or all Bonds of a maturity) are to be redeemed, and shall require that such Bonds be then
surrendered at the Trust Office of the Trustee for redemption at the said redemption price, giving notice
also that further interest on such Bonds will not accrue from and after the redemption date.
Partial Redemption of Bonds. In the event only a portion of any Bond is called for redemption,
then upon surrender of such Bond the Agency shall execute and the Trustee shall authenticate and deliver
to the Owner thereof, at the expense of the Agency, a new Bond or Bonds of the same interest rate and
maturity, of authorized denominations in aggregate principal amount equal to the unredeemed portion of
the Bond to be redeemed.
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 Bonds so called for redemption shall have been
duly deposited with the Trustee, such Bonds so called shall cease to be entitled to any benefit under this
Indenture other than the right to receive payment of the redemption price and accrued interest to the
redemption date, and no interest shall accrue thereon from and after the redemption date specified in such
notice.
Manner of Redemption. Whenever any Bonds or portions thereof are to be selected for
redemption by lot, the Trustee shall make such selection, in such manner as the Trustee shall deem fair
and appropriate, and shall notify the Agency thereof. In the event of redemption by lot of Bonds, the
Trustee shall assign to each Bond then Outstanding a distinctive number for each $5,000 of the principal
amount of each such Bond. The Bonds to be redeemed shall be the Bonds to which were assigned
numbers so selected, but only so much of the principal amount of each such Bond of a denomination of
more than $5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so selected.
All Bonds redeemed or purchased pursuant to the Indenture shall be canceled by the Trustee.
Form of Bonds. The Bonds, the form of Trustee's certificate of authentication, and the form of
assignment to appear thereon, shall be substantially in the form set forth in the Indenture attached hereto
and by this reference incorporated herein, with necessary or appropriate variations, omissions and
insertions, as permitted or required by this Indenture.
Execution of Bonds. The Bonds shall be executed on behalf of the Agency by the signature of
its Chairman and the signature of its Secretary who are in office on the date of the execution and delivery
of this Indenture or at any time thereafter. Either or both of such signatures may be made manually or
5
may be affixed by facsimile thereof. If any officer whose signature appears on any Bond ceases to be
such officer before delivery of the Bonds to the purchaser, such signature shall nevertheless be as
effective as if the officer had remained in office until the delivery of the Bonds to the purchaser. Any
Bond may be signed and attested on behalf of the Agency by such persons as at the actual date of the
execution of such Bond shall be the proper officers of the Agency although on the date of such Bond any
such person shall not have been such officer of the Agency.
Only such of the Bonds as shall bear thereon a certificate of authentication in the form
hereinbefore set forth, manually executed and dated by and in the name of the Trustee by the Trustee,
shall be valid or obligatory for any purpose or entitled to the benefits of this Indenture, and such
certificate of the Trustee shall be conclusive evidence that such Bonds have been duly authenticated and
delivered hereunder and are entitled to the benefits of the Indenture. In the event temporary Bonds are
issued pursuant to the Indenture, the temporary bonds shall bear thereon a certificate of authentication
manually executed and dated by the Trustee, shall be initially registered by the Trustee, and, until so
exchanged as provided in the Indenture, hereof, the temporary Bonds shall be entitled to the same benefits
pursuant to the Indenture as definitive Bonds authenticated and delivered hereunder.
Transfer of Bonds. Any Bond may, in accordance with its terms, be transferred, upon the
Registration Books, by the person in whose name it is registered, in person or by a duly authorized
attorney of such person, upon surrender of such Bond to the Trustee at its Trust Office for cancellation,
accompanied by delivery of a written instrument of transfer in a form approved by the Trustee, duly
executed. Whenever any Bond or Bonds shall be surrendered for registration of transfer, the Agency
shall execute and the Trustee shall authenticate and deliver a new Bond or Bonds, of like series, interest
rate, maturity and principal amount. The Trustee shall collect any tax or other governmental charge on
the transfer of any Bonds pursuant to the Indenture.
The Trustee may refuse to transfer, under the provisions of the Indenture, either (a) any Bonds
during the period established by the Trustee for the selection of Bonds for redemption, or (b) any Bonds
selected by the Trustee for redemption pursuant to the provisions of the Indenture.
Exchange of Bonds. Bonds may be exchanged at the Trust Office of the Trustee for a like
aggregate principal amount of Bonds of other authorized denominations of the same series, interest rate
and maturity. The Trustee shall collect any tax or other governmental charge on the exchange of any
Bonds pursuant the Indenture.
The Trustee may refuse to exchange, under the provisions of the Indenture, either (a) any Bonds
during the period established by the Trustee for the selection of Bonds for redemption, or (b) any Bonds
selected by the Trustee for redemption pursuant to the provisions of the Indenture.
Registration Books. The Trustee will keep or cause to be kept, at its Trust Office, sufficient
records for the registration and registration of transfer of the Bonds, which shall at all times during
normal business hours be open to inspection by the Agency with reasonable prior notice; and, upon
presentation for such purpose, the Trustee shall, under such reasonable regulations as it may prescribe,
register or transfer or cause to be registered or transferred, on the Registration Books, Bonds as
hereinbefore provided.
TemporM Bonds. The Bonds may be initially issued in temporary form exchangeable for
definitive Bonds when ready for delivery. The temporary Bonds may be printed, lithographed for
typewritten, shall be of such denominations as may be determined by the Agency, and may contain such
reference to any of the provisions of this Indenture as may be appropriate. Every temporary Bond shall
be executed by the Agency upon the same conditions and in substantially the same manner as the
definitive Bonds. If the Agency issues temporary Bonds it will execute and furnish definitive Bonds
without delay, and thereupon the temporary Bonds shall be surrendered, for cancellation, in exchange
therefor at the Trust Office of the Trustee, and the Trustee shall deliver in exchange for such temporary
bonds an equal aggregate principal amount of definitive Bonds of authorized denominations. Until so
exchanged, the temporary Bonds shall be entitled to the same benefits pursuant to the Indenture as
definitive Bonds authenticated and delivered hereunder.
Bonds Mutilated Lost Destroyed or Stolen. If any Bond shall become mutilated, the Agency,
at the expense of the Owner of such Bond, shall execute, and the Trustee shall thereupon deliver, a new
Bond of like amount and maturity in exchange and substitution for the Bond so mutilated, but only upon
surrender to the Trustee of the Bond so mutilated. Every mutilated Bond so surrendered to the Trustee
shall be canceled by it and delivered to, or upon the order of, the Agency. If any Bond shall be lost,
destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Agency and the
Trustee and, if such evidence be satisfactory to both and indemnity satisfactory to them shall be given,
the Agency, at the expense of the Owner, shall execute, and the Trustee shall thereupon authenticate and
deliver, a new Bond of like amount and maturity in lieu of and in substitution for the Bond so lost,
destroyed or stolen. The Agency may require payment of a sum not exceeding the actual cost of
preparing each new Bond issued under the Indenture and of the expenses which may be incurred by the
Agency and the Trustee in the premises. Any Bond issued under the provisions of the Indenture in lieu
of any Bond alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be
equally and proportionately entitled to the benefits of this Indenture with all other Bonds issued pursuant
to the Indenture.
SECURITY FOR THE BONDS
Under the provisions of the State Constitution, the Law and the Indenture, taxes on all taxable
property in the Project Area levied by or for the benefit of any taxing agency will be divided as follows:
1. An amount each year equal to the amount which would have been produced by
that year's tax rates applied to the taxable valuation of such property within the Project Area last
equalized prior to the effective date of the ordinance approving the Redevelopment Plan (the base
year valuation) will be paid into the funds of the respective taxing agencies; and
2. Taxes received over and above such amount, but within the Plan Limit, as a result
of increases in taxable valuation, may be made payable to the Agency to pay indebtedness. Such
amounts, excluding certain amounts which may be required to be deposited to the Agency's Low
and Moderate Income Housing Fund and excluding certain amounts which must be paid to certain
taxing agencies, plus all payments, subventions and reimbursements, if any, to the Agency
specifically attributable to ad valorem taxes lost by reason of tax exemptions and tax rate
limitations, are generally referred to herein as "Tax Revenues". See "SUMMARY OF THE
INDENTURE OF TRUST - Definitions" for a more complete definition.
The Bonds are payable from and are specifically secured by a first lien upon and irrevocable
pledge of the Tax Revenues derived from the Project Area, and interest earnings on funds held on deposit
in trust for the Bondowners by the Trustee. The Agency has no power to levy and collect taxes, and any
im
legislative property tax de -emphasis or provision of additional sources of income to taxing agencies
having the effect of reducing the property tax rate must necessarily reduce the amount of Tax Revenues
that would otherwise be available to pay the principal of and interest on the Bonds. Likewise, broadened
property tax exemptions, reduced assessed valuation or delinquencies in payment of taxes could have a
similar effect. See "RISK FACTORS" herein.
Conversely, any increase in the tax rate or taxable valuation, or any reduction or elimination of
present exemptions, would necessarily increase the amount of Tax Revenues that would be available to
pay the principal of and interest on the Bonds.
The Bonds are not a debt of the City of San Juan Capistrano, the State of California or any of
its political subdivisions, and neither said City, said State nor any of its political subdivisions is liable
therefor. The Bonds do not constitute an indebtedness within the meaning of any constitutional or
statutory debt limitation or restriction.
The following is a brief summary of the provisions of the Indenture of Trust (the "indenture").
Such summary is not intended to be definitive, and reference is made to the complete document for the
complete terms thereof.
Definitions
Except as otherwise defined in this summary, the terms previously defined in this Official
Statement have the respective meanings previously given. In addition, the following terms have the
following meanings when used in this summary.
"Additional Allowance" means, as of the date of calculation, the sum of the following:
(a) the amount of Tax Revenues which, as shown in the report of an Independent
Redevelopment Consultant, are estimated to be receivable by the Agency in the next succeeding
Fiscal Year as a result of increases in the assessed valuation of taxable property in the Project
Area due to either (i) construction which has been completed but has not yet been reflected on
the tax roll, or (ii) transfer of ownership or any other interest in real property, which is not then
reflected on the tax rolls; and
(b) the amount of Tax Revenues which, as shown in the report of an Independent
Redevelopment Consultant, are estimated to be receivable by the Agency in the next succeeding
Fiscal Year as a result of increases in the assessed valuation of taxable property in the Project
Area due to inflation at an assumed annual inflation rate equal to the lesser of (i) the annual rate
of inflation for the preceding twelve-month period for which figures are available, or (ii) two
percent (2%).
For purposes of this definition, the term "increases in the assessed valuation" means the amount
by which the assessed valuation of taxable property in the Project Area in the next succeeding Fiscal Year
is estimated to exceed assessed valuation of taxable property in the Project Area (as evidenced in a written
document from an appropriate official of the County) as of the date on which such calculation is made.
"Agency" means the San Juan Capistrano Community Redevelopment Agency, a public body
corporate and politic duly organized and existing under the Law.
"Bond Year" means any twelve-month period beginning on August 2 in any year and extending
to the next succeeding August 1, both dates inclusive.
"Bonds" means the San Juan Capistrano Community Redevelopment Agency, San Juan Capistrano
Central Redevelopment Project, 1991 Tax Allocation Refunding Bonds, authorized by and at any time
Outstanding pursuant to the Indenture, and any Parity Debt authorized by any Supplemental Indenture,
if the context requires.
"Business Day" means a day of the year on which banks in Los Angeles, California, or in New
York, New York, are not required or permitted to be closed and on which The New York Stock
Exchange is not closed.
"Closing Date" means the date on which the Bonds are delivered by the Trustee to or upon the
order of as the purchaser thereof.
"County" means the County of Orange, a county duly organized and existing under the laws of
the State.
"Debt Service" means the scheduled amount of interest and amortization of principal payable on
the Bonds and on any Parity Debt during the period of computation, excluding amounts scheduled during
such period which relate to principall which has been retired before the beginning of such period.
"Debt Service Fund" mans the fund by that name established and held by the Trustee pursuant
to the Indenture.
"1986 Escrow Agreement" means the 1986 Notes Escrow Deposit and Trust Agreement, dated
as of July 1, 1991, by and among the Agency, the Trustee and Security Pacific National Bank, acting in
its capacity as trustee for the 1986 Notes relating to the redemption, refunding and defeasance of the 1986
Notes.
"Federal Securities" means direct and general obligations of the United States of America, of
obligations that are unconditionally guaranteed as to principal and interest by the United States of
America, including (in the case of direct and general obligations of the United States of America)
evidences of direct ownership of proportionate interests in future interest or principal payments of such
obligations. Investments in such proportionate interests must be limited to circumstances wherein (a) a
bank or trust company acts as custodian and holds the underlying United States obligations; (b) the owner
of the investment is the real party in interest and has the right to proceed directly and individually against
the obligor of the underlying United States obligations; and (c) the underlying United States obligations
are held in safekeeping in a special account, segregated from the custodian's general assets, and are not
available to satisfy any claim of the custodian, any person claiming through the custodian, or any person
to whom the custodian my be obligated.
"Fiscal Year" means any twelve-month period beginning on July 1 in any year and extending to
the next succeeding June 30, both dates inclusive, or any other twelve-month period selected and
designated by the Agency as its official fiscal year period.
U
"In n r " means the Indenture of Trust by and between the Agency and the Trustee, as
originally entered into or as it may be amended or supplemented by any Supplemental Indenture entered
into pursuant to the provisions of the Indenture.
"Independent Accountant" means any accountant or firm of accountants duly licensed or _
registered or entitled to practice and practicing as such under the laws of the State, appointed by the
Agency, and who, or each of whom:
(a) is in fact independent and not under domination of the Agency;
(b) does not have any substantial interest, direct or indirect, with the Agency; and
(c) is not connected with the Agency as an officer or employee of the Agency, but
who may be regularly retained to make reports to the Agency.
"Independent Redevelopment Consultant" means any consultant or firm of such consultants
appointed by the Agency, and who, or each of whom:
(a) is judged by the Agency to have experience in matters relating to the collection
of Tax Revenues or otherwise with respect to the financing of redevelopment projects;
(b) is in fact independent and not under domination of the Agency;
(c) does not have any substantial interest, direct or indirect, with the Agency; and
(d) is not connected with the Agency as an officer or employee of the Agency, but
who may be regularly retained to make reports to the Agency.
"Information Services" means Financial Information, Inc.'s 'Daily Called Bond Service", 30
Montgomery Street, 10th Floor, Jersey City, New Jersey 07302, Attention: Editor; Kenny Information
Services' "Called Bond Service", 65 Broad Street, 16th Floor, New York, New York 10006; Moody's
Investors Service "Municipal and Government", 99 Church Street, 8th Floor, New York, New York
10007, Attention: Municipal News Reports; Standard & Poor's Corporation "Called Bond Record", 25
Broadway, 3rd Floor, New York, New York 10004; and, in accordance with then current guidelines of
the Securities and Exchange Commission, such other addresses and/or such other services providing
information with respect to the redemption of bonds as the Agency may designate in a Written Request
of the Agency filed with the Trustee.
"Interest Account" means the account by that name established and held by the Trustee pursuant
to the Indenture.
"Interest Payment Date" means February 1, 1992, and August 1 and February 1 in each year
thereafter so long as any of the Bonds remain Outstanding.
10
110
"Investment Property." means any security (as said term is defined in section 165(g)(2)(A) or (B)
of the Tax Code), obligation, annuity or investment -type property, excluding, however, obligations the
interest on which is exempt from income tax under section 103 of the Tax Code.
"Law" means the Community Redevelopment Law of the State, constituting Part 1 of Division
24 of the Health and Safety Code of the State, and the acts amendatory thereof and supplemental thereto.
"Maximum Annual Debt Service" means, as of the date of calculation, the largest amount
obtained by totaling, for the current or any future Bond Year, the sum of (a) the interest payable on the
Outstanding Bonds and any Parity Debt in such Bond Year, assuming that Outstanding Bonds are retired
as scheduled and that any Outstanding Term Bonds are redeemed from mandatory sinking fund payments
as scheduled, (b) the principal amount of Outstanding Bonds and any Parity Debt payable by their terms
in such Bond Year, and (c) the principal amount of any Outstanding Term Bonds scheduled to be
redeemed from mandatory sinking fund payments in such Bond Year. If any proceeds of outstanding
Parity Debt shall be on deposit in an escrow fund from which amounts may not be released to the Agency
unless the amount of Tax Revenues for the most recent Fiscal Year (as evidenced in a written document
from an appropriate official of the County), plus at the option of the Agency the Additional Allowance,
at least equals 120 percent of the amount of Maximum Annual Debt Service which would result if the
amount on deposit in such escrow fund were to be released to the Agency from such escrow fund in
accordance with the terms of the related Supplemental Indenture, then for purposes of calculating
Maximum Annual Debt Service, the Annual Debt Service on such Parity Debt shall be determined as if
the amounts then on deposit in the escrow fund were withdrawn therefrom and applied to pay or redeem
such Parity Debt in accordance with the terms of the related Supplemental Indenture.
"Nonpurpose Investment" means any Investment Property which is acquired with Gross Proceeds
and which is not acquired in order to carry out the governmental purpose of the Bonds.
"Outstandin¢", when used as of any particular time with reference to Bonds, means (subject to
the defeasance provisions of the Indenture) all Bonds except:
(a) Bonds theretofore canceled by the Trustee or surrendered to the Trustee for
cancellation;
(b) Bonds paid or deemed to have been paid within the meaning of defeasance
provisions of the Indenture; and
(c) Bonds in lieu of or in substitution for which other Bonds shall have been
authorized, executed, issued and delivered by the Agency pursuant to the indenture.
"Owner" means, with respect to any Bond, the person in whose name the ownership of such Bond
shall be registered on the Registration Books.
"Parry Debt" means any loans, advances, or indebtedness issued or incurred by the Agency on
a parity with the Bonds pursuant to the Indenture.
"Paas -Through Aereements" means that certain agreements entitled "Agreement for
Reimbursement for Tax Increment Funds (Redevelopment Plan for the San Juan Capistrano Central
Redevelopment Project"): dated July 10, 1984, December 10, 1985 and September 1, 1987 by and
III
among the San Juan Capistrano Redevelopment Agency (Agency), the City of San Juan Capistrano and
the County of Orange providing for payment to certain County Taxing entities of a portion of taxes
allocated to the Agency for the Redevelopment project; dated December 20, 1983, March 5, 1984 and
January 7, 1985 by and among the Agency and the Capistrano Unified School District; and, dated
October 6, 1983 by and among the Agency and the Saddleback Community College District.
"Permitted Investments" means any of the following which at the time of investment are legal
investments under the laws of the State for the moneys proposed to be invested therein:
(a) Federal Securities;
(b) any of the following obligations of the following agencies of the United States of
America: (i) direct obligations of the Export -Import Bank; (ii) certificates of beneficial
ownership issued by the Farmers Home Administration; (iii) participation certificates issued by
the General Services Administration; (iv) mortgage-backed bonds or pass-through obligations
issued and guaranteed by the Government National Mortgage Association, the Federal National
Mortgage Association, the Federal Home Loan Mortgage Corporation or the Federal Housing
Administration; and (v) notes issued by the United States Department of Housing and Urban
Development; federal or state banks (including the Trustee), provided that: (i) in the case of a
savings and loan association, the long-term unsecured obligations of such savings and loan
association shall be rated "A" or better by S&P; and (ii) in the case of a bank, such demand or
time deposits shall be fully insured by the Federal Deposit Insurance Corporation, or the long-
term unsecured obligations of such bank (or the unsecured obligations of the parent bank holding
company of which such bank is the lead bank) shall be rated "A" or better by S&P;
(c) commercial paper rated "P-1" or better by S&P;
(d) obligations the interest on which is excludable from gross income pursuant to
Section 103 of the Tax Code and which are rated "A" or better by Standard & Poor's
Corporation;
(e) obligations issued by any corporation organized and operating within the United
States of America having assets in excess of $500,000,000, which obligations are rated "A" or
better by S&P;
(f) any investment agreement with a financial institution rated "A" or better by S&P
or the claims paying ability of which is rated "A" or better by S&P; and
(g) units of taxable government money-market portfolio restricted to obligations
issued or guaranteed as to payment of principal and interest by the full faith and credit of the
United States Government or repurchase agreements collateralized by such obligations.
(h) The following investments fully insured by the Federal Deposit Insurance
Corporation ("FDIC"): (i) certificates of deposit, (ii) savings accounts, (iii) deposit accounts, or (iv)
depository receipts of banks, savings and loan associations and mutual savings banks.
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112
"plan Limi " means the limitation contained in the Redevelopment Plan on the number of dollars
of taxes which may be divided and allocated to the Agency pursuant to the Redevelopment Plan, as such
limitation is prescribed by Section 33333.4 of the Law. See "SAN JUAN CAPISTRANO CENTRAL
REDEVELOPMENT PROJECT - Limitations and Requirement of the Redevelopment Plan".
"Principal Account" means the account by that name established and held by the Trustee pursuant
to Section 4.03(b).
"Private Business Uae" means use directly or indirectly in a trade or business carried on by a
natural person or in any activity carried on by a person other than a natural person, excluding use by a
governmental unit other than the federal government and excluding use by any person as a member of
the general public.
"Proiect" or "Redevelopment Project" means the undertaking of the Agency pursuant to the
Redevelopment Plan and the Law for the redevelopment of the Project Area.
"Proiect Area" means the territory within the Redevelopment Project as described in the
Redevelopment Plan.
"Proceeds" means the face amount of the Bonds, plus accrued interest and original issue
premium, if any, less original issue discount, if any.
"Record Date" means, with respect to any Interest Payment Date, the close of business on the
fifteenth (15th) calendar day of the month preceding such Interest Payment Date, whether or not such
fifteenth (15th) calendar day is a Business Day.
"Redemption Account" means the account by that name established and held by the Trustee
pursuant to Section 4.03(e).
"Redevelopment Fund" means the Fund originally established as the "San Juan Capistrano Central
Redevelopment Project Redevelopment Fund" by Section 12 of Resolution No. CRA 86-812-1, adopted
by the Agency on August 12, 1986, and continued as the "Redevelopment Fund" by Section 3.04 of this
Indenture.
"Redevelopment Plan" means the Redevelopment Plan for the project designated as the "San Juan
Capistrano Central Redevelopment Project" approved by Ordinance No. 488, enacted by the City Council
of the City of San Juan Capistrano on July 12, 1983, and amended by Ordinance No. 509, adopted on
May 15, 1984 and amended by Ordinance No. 547, adopted on July 17, 1985, and amended by
Ordinance No. 582 adopted on August 19, 1986 together with any amendments thereof heretofore or
hereafter duly enacted pursuant to the Law.
"Registration Books" means the records maintained by the Trustee pursuant to the Indenture for
the registration and transfer of ownership of the Bonds.
"Reserve Requirement" means the lesser or (i) 10 percent of the original principal amount of,
plus interest accrued to the date of issue on, plus original issue premium (if any), less original issue
discount (if any), on the Bonds and any Parity Debt, or (ii) Maximum Annual Debt Service, or (iii)
13
113 41
120% of Average Annual Debt Service. If at the time of calculation of the Reserve Requirement there
shall be two (2) or more reserve accounts established with respect to the Bonds and any Parity Debt, then
the amounts on deposit in such reserve accounts shall be aggregated for purposes of calculating
compliance with the Reserve Requirement.
"Securities Depositories" means The Depository Trust Company, 711 Stewart Avenue, Garden _
City, New York 11530, Fax -(516) 227-4039 or 4190; Midwest Securities Trust Company, Capital
Structures -Call Notification, 440 South LaSalle Street, Chicago, Illinois 60605, Fax -(312) 663-2343;
Philadelphia Depository Trust Company, Reorganization Division, 1900 Market Street, Philadelphia,
Pennsylvania 19103, Attention: Bond Department, Dex-(215 496-5058; and, in accordance with then
current guidelines of the Securities and Exchange Commission, such other addresses and/or such other
securities depositories as the Agency may designate in a Written Request of the Agency delivered to the
Trustee.
Serial Bonds" means all Bonds other than the Term Bonds.
"Sinking Account" means the account by that name established and held by the Trustee pursuant
to Section 4.03(c).
"Special Fund" means the fund by that name established and held by the Agency pursuant to
Section 4.02.
"" means Standard & Poor's Corporation, its successors and assigns.
"Stale" means the State of California.
"Subordinate Debt" means any loans, advances or indebtedness issued or incurred by the Agency
pursuant to the Indenture, which are either: (a) payable from, but not secured by a pledge or lien upon,
the Tax Revenues; or (b) secured by a pledge of or lien upon the Tax Revenues which is subordinate
to the pledge of and lien upon the Tax Revenues for the security of the Bonds.
"moi elemental Indenture" means any resolution, agreement or other instrument which has been
duly adopted or entered into by the Agency and Trustee; but only if and to the extent that such
Supplemental Indenture is specifically authorized under the Indenture.
"Tax Code" means the Internal Revenue Code of 1986, as amended from time to time. Any
reference to a provision of the Tax Code shall be deemed to include the applicable Tax Regulations
promulgated with respect to such provision.
"Tax Reeulations" means temporary and permanent regulations promulgated under section 103
and all related provisions of the Tax Code.
"Tax Revenues" means all taxes annually allocated within the Plan Limit, following the Closing
Date, and paid to the Agency with respect to the Project Area pursuant to Article 6 of Chapter 6
(commencing with Section 33670) of the Law and Section 16 of Article XVI of the Constitution of the
State, or pursuant to other applicable State laws, and as provided in the Redevelopment Plan, and all
payments, subventions and reimbursements, if any, to the Agency specifically attributable to ad valorem
taxes lost by reason of tax exemptions and tax rate limitations, and including that portion of such taxes
14
{
otherwise required by Section 33334.3 of the Law to be deposited in the Low and Moderate Income
Housing Fund, but only to the extent necessary to repay that portion of the Bonds allocable to the portion
of the 1986 Notes and any Parity Debt (including applicable reserves and financing costs) which were
issued or which shall be issued to finance amounts deposited in the Low and Moderate Income Housing
Fund for use pursuant to Sections 33334.2 of the Law to increase or improve the supply of low and
moderate income housing within or of benefit to the Project Area, but excluding all other amounts of such
taxes (if any) (i) required to be deposited into the Low and Moderate Income Housing Fund pursuant to
Section 33334.3 of the Law (ii) payable by the agency under the Pass -Through Agreements.
"Term Bonds" means the Bonds maturing on August 1, 2016, and any Parity Debt subject to
mandatory sinking fund redemption pursuant to any Supplemental Indenture.
"Trustee" means Bankers Trust Company of California, N.A., as trustee hereunder, or any
successor thereto appointed as trustee hereunder in accordance with the provisions of Article VI.
"Trust Office" means such corporate trust office of the Trustee as may be designated from time
to time by written notice from the Trustee to the Agency, initially being 300 South Grand Avenue, Los
Angeles, California 90071, except that with respect to presentation of Bonds for payment or for
registration of transfer and exchange such term shall mean the office or agency of the Trustee at which
at any particular time, its corporate trust business shall be conducted.
"Written Reouest of the Agency" or "Written Certificate of the Aeencv" means a request or
certificate, in writing signed by the Executive Director, Secretary or Treasurer of the Agency or by any
other officer of the Agency duly authorized by the Agency for that purpose.
Pledge and Deposit of Tax Revenues
Except for certain fees, costs and expenses of the Trustee in the event of default, the Bonds shall
be equally secured by a first pledge of and lien on all of the Tax Revenues and a first and exclusive
pledge of and lien upon all of the moneys in the Special Fund, the Debt Service Fund, the Interest
Account, the Principal Account, the Sinking Account, the Reserve Account and the Redemption Account
without preference or priority for series, issue, number, dated date, sale date, date of execution or date
of delivery. Except for the Tax Revenues and such moneys, no funds or properties of the Agency shall
be pledged to, or otherwise liable for, the payment of principal of or interest or redemption premium (if
any) on the Bonds.
There is established by the Indenture a special fund to be known as the "Special Fund", which
shall be held by the Agency. The Agency shall deposit all of the Tax Revenues received in any Bond
Year in the Special Fund promptly upon receipt thereof by the Agency, until such time during such Bond
Year as the amounts on deposit in the Special Fund equal the aggregate amounts required to be
transferred to the Trustee for deposit into the Interest Account, the Principal Account, the Sinking
Account, the Reserve Account and the Redemption Account in such Bond Year and for deposit in such
Bond Year in funds and accounts established with respect to any Parity Debt, as provided in any
Supplemental Indenture.
All Tax Revenues received by the Agency during any Bond Year in excess of the amount required
to be deposited in the Special Fund during such Bond Year shall be released from the pledge and lien for
the security of the Bonds and may be applied by the Agency for any lawful purposes of the Agency,
is
including but not limited to the payment of Subordinate Debt, or the payment of any amounts due and
owing to the United States of America pursuant to the Indenture. 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, the Agency 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 Indentures. _
Establishment of Funds and Accounts; Flow of Funds
Issuance of Bonds. Upon the execution and delivery of this Indenture, the Agency shall execute
and deliver Bonds in the aggregate principal amount of Seven Million Dollars ($6,725,000) to the Trustee
and the Trustee shall authenticate and deliver the Bonds upon the Written Request of the Agency.
Application of Proceeds of Sale. On the Closing Date the proceeds of sale of the Bonds shall be
paid to the Trustee and applied as follows:
(a) The Trustee shall deposit the amount of $ into the Interest Account,
representing accrued interest received on the sale of the Bonds.
(b) The Trustee shall deposit $ in the Costs of Issuance Fund.
(c) The Trustee shall transfer to Bankers Trust Company of California, N.A. the amount
of $ for deposit in the 1986 Escrow Fund, established by, and for application as
provided in, the 1986 Escrow Agreement.
In addition, the Trustee shall deposit $ of the proceeds of the Bonds into the Reserve
Account, together with $ received on the Closing Date from Security Pacific National Bank,
acting in its capacity as trustee for the 1986 Notes, pursuant to the 1986 Escrow Agreement, such two
amounts together aggregating the Reserve Requirement.
Costs of Issuance Fund. There is established by the Indenture a separate fund to be known as
the "Costs of Issuance Fund", which shall be held by the Trustee in trust. The moneys in the Costs of
Issuance Fund shall be used and withdrawn by the Trustee from time to time to pay the costs of issuance
of the Bonds upon submission of a Written Request of the Agency stating the person to whom payment
is made, the amount to be paid, the purpose for which the obligation was incurred and that said payment
is a proper charge against such fund. On the date which is six (6) months following the Closing Date,
or upon the earlier Written Request of the Agency, all amounts (if any) remaining in the Costs of
Issuance Fund shall be withdrawn therefrom by the Trustee and transferred to the Agency for deposit in
the Redevelopment Fund.
Redevelopment Fund. There is continued by the Indenture a separate fund known as the "San
Juan Capistrano Central Redevelopment Project Fund" (the "Redevelopment Fund"). which the Agency
has covenanted and agreed to cause to be maintained and which shall be held in trust by the Agency.
The moneys in the Redevelopment Fund shall be used in the manner provided by the Law solely for the
purpose of aiding in financing the Redevelopment Project, including payment of any remaining unpaid
Costs of Issuance. The Agency shall pay moneys from the Redevelopment Fund upon receipt of claims
thereon. The Agency has warranted that no funds on deposit in the Redevelopment Fund shall be applied
for any purpose not authorized by the Law.
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Debt Service Fund. There is established by the Indenture a trust fund to be known as the Debt
Service Fund, which shall be held by the Trustee in trust. Moneys in the Special Fund shall be
transferred by the Agency 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, in the following order of priority:
(a) Interest Account. On or before the fifth (5th) Business Day preceding each
Interest Payment Date, the Agency shall 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
transfer 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. Subject to certain rights of the Trustee to payment of fees and
indemnity following an Event of Default, all moneys in the Interest Account shall be used and
withdrawn by the Trustee solely for the purpose of paying the interest on the Bonds as it shall
become due and payable (including accrued interest on any Bonds redeemed prior to maturity
pursuant to the Indenture). Interest earned in the 1986 Escrow Fund shall be transferred to the
Interest Account on August 1, 1991, pursuant to the 1986 Escrow Agreement.
(b) Principal Account. On or before the fifth (5th Business Day preceding August
1 in each year beginning August 1, 1995, the Agency shall withdraw from the Special 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 any maturing Term Bonds on the next August 1.
No such transfer and deposit need to made to the Principal Account if the amount contained
therein is at least equal to the principal to become due on the next August 1 on all of the
Outstanding Serial Bonds and any maturing term Bonds. Subject to certain rights of the Trustee
to payment of fees and indemnity following an Event of Default, all moneys in the Principal
Account shall be used and withdrawn by the Trustee solely for the purpose of paying the
principal of the Serial Bonds and maturing term Bonds as it shall become due and payable.
(c) Sinking_ Account. On or before the fifth (5th) Business Day preceding each
August 1 on which any Outstanding Term Bonds are subject to mandatory redemption pursuant
to the Indenture, the Agency shall withdraw from the Special Fund and transfer to the Trustee
for deposit in the Sinking Account an amount which, when added to the amount then contained
in the Sinking Account, will be equal to the aggregate principal amount of the Term Bonds
required to be redeemed on such August 1 pursuant to the Indenture. All moneys on deposit in
the Sinking Account shall be used and withdrawn by the Trustee for the sole purpose of paying
the principal of the Term Bonds as it shall become due and payable upon redemption pursuant
to the Indenture.
(d) Reserve Account. In the event that the Reserve Account is required to be
funded with cash or Permitted Investments and the Agency fails to deposit with the Trustee no
later than five (5) Business Days before any Interest Payment Date the full amount of the interest,
principal or sinking fund payments required to be deposited pursuant to the Indenture, the Trustee
shall, five (5) Business Days before such Interest Payment Date, withdraw from the Reserve
Account an amount equal to any such deficiency and shall notify the Agency of such withdrawal.
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171
Promptly, upon receipt of any such notice, the Agency shall withdraw from the Special Fund and
transfer to the Trustee an amount sufficient to maintain the Reserve Requirement on deposit in
the Reserve Account. If there shall then not be sufficient moneys in the Special Fund to transfer
an amount sufficient to maintain the Reserve Requirement on deposit in the Reserve Account, the
Agency shall have an obligation to continue making transfers as moneys become available in the
Special Fund until there is an amount sufficient to maintain the Reserve Requirement on deposit
in the Reserve Account. No such transfer and deposit need be made to the Reserve Account so
long as there shall be on deposit therein a sum at least equal to the Reserve Requirement.
Subject to certain rights of the Trustee to payment of fees and indemnity following an Event of
Default, all moneys in the Reserve Account shall be used and withdrawn by the Trustee solely
for the purpose of making transfers to the Interest Account, the Principal Account and the Sinking
Account, in such order of priority, in the event of any deficiency at any time in any of such
accounts or for the retirement of all the Bonds then Outstanding, except that so long as the
Agency is not in default under the Indenture, any amount in the Reserve Account in excess of
the Reserve Requirement shall be withdrawn from the Reserve Account semiannually on or before
the fifth (5th) Business Day preceding February 1 and August 1 by the Trustee and deposited in
the Interest Account. All amounts in the Reserve Account on the fifth (5th) Business Day
preceding the final Interest Payment Date shall be withdrawn from the Reserve Account and shall
be transferred either (i) to the Interest Account and the Principal Account, in such order, to the
extent required to make the deposits then required to be made pursuant to the Indenture or, (ii)
if the Agency shall have caused to be deposited in the Special Fund an amount sufficient to make
the deposits required by the Indenture, then at the Written Request of the Agency, to the
Redevelopment Fund.
The Agency reserves the right initially to deposit into the Reserve Account and thereafter
to substitute, at any time and from time to time, one or more letters of credit, surety bonds, bond
insurance policies or other form of guarantee from a financial institution (the long-term unsecured
obligations of which are rated not less than "A" by Standard & Poor's Corporation) in lieu of or
in substitution for all or any portion of the Reserve Requirement. Any such letter of credit,
surety bond, bond insurance policy or other form of guarantee shall provide that the Trustee is
entitled to draw amounts thereunder when required for the purposes of making transfers from the
Reserve Account to the Interest Account, the Principal Account and the Sinking Account in the
event of a deficiency in any such account. Upon deposit by the Agency with the Trustee of any
such letter of credit, surety bond, bond insurance policy or other form of guarantee, the Trustee
shall withdraw from the Reserve Account and transfer to the Agency for deposit in the
Redevelopment Fund, an amount equal to the maximum limits or principal amount, as applicable,
of such letter of credit, surety bond, bond insurance policy or other form of guarantee.
(e) Redemption Account. On or before the fifth (5th) Business Day preceding any
Interest Payment Date on which Bonds are to be redeemed pursuant to the Indenture, the Agency
shall withdraw from the Special Fund and transfer to the Trustee for deposit in the Redemption
Account an amount required to pay the principal of and premium, if any, on the Bonds to be
redeemed on such Interest Payment Date. Subject to certain rights of the Trustee to payment of
fees and indemnity following an Event of Default, all moneys in the Redemption Account shall
be used and withdrawn by the Trustee solely for the purpose of paying the principal of and
premium, if any, on the Bonds to be redeemed pursuant to the Indenture on the date set for such
redemption.
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118
Issuance of Parity Debt
In addition to the Bonds, the Agency may issue or incur Parity Debt in such principal amount as
shall be determined by the Agency, pursuant to a Supplemental Indenture adopted or entered into by the
Agency and Trustee. The Agency may issue or incur such Parity Debt subject to the following specific
conditions precedent:
(a) The Agency shall be in compliance with all covenants set forth in the Indenture
and all Supplemental Indentures;
(b) The Tax Revenues estimated to be received for the then current Fiscal Year based
on the most recent assessed valuation of property in the Project Area as evidenced in written
documentation from an appropriate official of the County, plus at the option of the Agency, the
Additional Allowance, shall be at least equal to 120 percent of Maximum Annual Debt Service
on all Bonds which will be Outstanding immediately following the issuance of such Parity Debt;
(c) The Supplemental Indenture providing for the issuance of such Parity Debt shall
provide that interest thereon shall be payable on August 1 and February 1, and principal thereof
shall be payable on November 1 in any year in which principal is payable;
(d) The Supplemental Indenture providing for the issuance of such Parity Debt may
provide for the establishment of separate funds and accounts;
(e) The aggregate amount of the principal of and interest on all Outstanding Bonds
and all Subordinate Debt coming due and payable following the issuance of such Parity Debt shall
not exceed the maximum amount of Tax Revenues permitted under the Plan Limit to be allotted
and paid to the Agency following the issuance of such Parity Debt; and
(f) The Agency shall deliver to the Trustee a written certificate of the Agency
certifying that the conditions precedent to the issuance of such Parity Debt set forth in the
Indenture have been satisfied and that an amount equal to the Reserve Requirement is on deposit
in the Reserve Account.
Issuance of Subordinate Debt
In addition to the Bonds, the Agency may incur Subordinate Debt in such principal amount as
shall be determined by the Agency. The Agency may issue or incur such Subordinate Debt subject to
the following specific conditions precedent:
(a) The Agency shall be in compliance with all covenants set forth in the Indenture
and all Supplemental Indentures;
(b) If, and to the extent, such Subordinate Debt is payable from Tax Revenues within
the Plan Limit, then the aggregate amount of the principal of and interest to accrue on all
Outstanding Bonds and all Subordinate Debt coming due and payable following the issuance of
such Subordinate Debt shall not exceed the maximum amount of Tax Revenues permitted under
19
the Plan Limit to be allocated and paid to the Agency following the issuance of such Subordinate
Debt; and
(c) The Agency shall deliver to the Trustee a Written Certificate of the Agency
certifying that the conditions precedent to the issuance of such Subordinate Debt set forth in the
Indenture have been satisfied.
Validity of Bonds
The validity of the authorization and issuance of the Bonds shall not be dependent upon the
completion of the Redevelopment Project or upon the performance by any person of his obligation with
respect to the Redevelopment Project.
Certain Covenants of the Agency
Punctual Payment. The Agency shall punctually pay or cause to be paid when due from
moneys in the Special Fund the principal and interest to become due in respect to all the Bonds together
with the premium thereon, if any, in strict conformity with the terms of the Bonds and of the Indenture.
The Agency shall faithfully observe and perform all of the conditions, covenants and requirements of the
Indenture and all Supplemental Indentures. Nothing in the Indenture shall prevent the Agency from
making advances of its own moneys howsoever derived to any of the uses or purposes referred to in the
Indenture.
Limitation on Additional Indebtedness. So long as the Bonds are Outstanding, the Agency shall
not issue any bonds, notes or other obligations, enter into any agreement or otherwise incur any
indebtedness, which is in any case payable from all or any part of the Tax Revenues, excepting only the
Bonds, any Parity Debt and any Subordinate Debt.
Extension of Payment. The Agency will not, directly or indirectly, extend or consent to the
extension to the time for the payment of any Bond or claim for interest on any of the Bonds and will not,
directly or indirectly, be a party to or approve any such arrangement by purchasing or funding the Bonds
or claims for interest or in any other manner. In case the maturity of any such Bond or claim for interest
shall be extended or funded, whether or not with the consent of the Agency, such Bond or claim for
interest so extended or funded shall not be entitled, in case of default, to the benefits of the Indenture,
except subject to the prior payment in full of the principal of all of the Bonds then Outstanding and of
all claims for interest which shall not have been so extended or funded.
Payment of Claims. The Agency shall promptly pay and discharge, or cause to be paid and
discharged, any and all lawful claims for labor, materials or supplies which, if unpaid, might become a
lien or charge upon the properties owned by the Agency or upon the Tax Revenues or any part thereof,
or upon any funds in the hands of the Trustee, or which might impair the security of the Bonds. Nothing
contained in the Indenture shall require the Agency to make any such payment so long as the Agency in
good faith shall contest the validity of said claims.
Books and Accounts: Financial Statements: Reporting Requirements. The Agency shall keep,
or cause to be kept, proper books of record and accounts, separate from all other records and accounts
of the Agency and the City of San Juan Capistrano, in which complete and current entries shall be made
of all transactions relating to the Redevelopment Project, the Tax Revenues and the Special Fund. Such
books of record and accounts shall at all times during business hours be subject to the inspection by the
Trustee and of the Owners of not less than 10 percent in aggregate principal amount of the Bonds then
Outstanding, or their representatives authorized in writing.
0141
1�0
The Agency will cause to be prepared and filed with the Trustee annually, within 180 days after
the close of each Fiscal Year so long as any of the Bonds are Outstanding, complete audited fincial
statements with respect to such Fiscal Year showing the Tax Revenues, all disbursements from the Spanecial
Fund, and the financial condition of the Redevelopment Project, including the balances in all funds and
accounts relating to the Redevelopment Project, as of the end of such Fiscal Year, which statements shall
be accompanied by a Written Certificate of the Agency stating that the Agency is in compliance with its
obligations under the Indenture. The Agency shall furnish a copy of the above-referenced written
certificates and statements to any Owner upon reasonable request at the expense of such Owner.
Protection of Security and Rights of Owners. The Agency will preserve and protect the
security of the Bonds and the rights of the Owners. From and after the Closing Date, the Bonds shall
be incontestable by the Agency.
Payment of Taxes and Other Charges. The Agency will pay and discharge, or cause to be paid
and discharged, all taxes, service charges, assessments and other governmental charges which may
thereafter be lawfully imposed upon the Agency or the properties then owned by the Agency in the
Project Area, when the same shall become due. Nothing contained in the Indenture shall require the
Agency to make any such payment so long as the Agency in good faith shall contest the validity of said
taxes, assessments or charges. The Agency will duly observe and conform with all valid requirements
of any governmental authority relative to the Redevelopment Project or any part thereof.
Taxation of Leased Pro2erty. All amounts derived by the Agency pursuant to Section 33673
of the Law with respect to the lease of property for redevelopment shall be treated as Tax Revenues for
all purposes of the Indenture.
Disposition of Property. The Agency will not participate in the disposition of any land or real
property in the Project Area to anyone which will result in such property becoming exempt from taxation
because of public ownership or use or otherwise (except property dedicated for public right-of-way and
except property planned for public ownership or use by the Redevelopment Plan in effect on the date of
the Indenture) so that such disposition shall, when taken together with other such dispositions, aggregate
more than 10 percent of the land area or more than 10 percent of the most recent assessed valuation of
the property in the Project Area unless such disposition is permitted as hereinafter provided in the
Indenture. If the Agency proposes to participate in such a disposition, it shall thereupon appoint an
Independent Redevelopment Consultant to report on the effect of said proposed disposition. If the Report
of the Independent Redevelopment Consultant concludes that the security of the Bonds or the rights of
the Owners will not be materially impaired by said proposed disposition, the Agency may thereafter make
such disposition. If said Report concludes that such security will be materially impaired by said proposed
disposition, the Agency shall disapprove said proposed disposition.
Maintenance of Tax Revenues. The Agency shall comply with all requirements of the Law
to insure the allocation and payment to it to the Tax Revenues, including without limitation the timely
filing of any necessary statements of indebtedness with appropriate officials of the County and appropriate
officials of the Sate. The Agency shall not enter into any agreement with the County or any other
governmental unit other than the Tax Sharing Agreement which would have the effect of reducing the
amount of Tai Revenues. Nothing in the Indenture is intended or shall be construed in any way to
prohibit or impose any limitations on the entering into by the Agency of any such agreement, amendment
or supplement which by its terms meets the requirements for the issuance by the Agency of Subordinate
Debt.
21
i
1 0101
Federal Tax Covenants. Notwithstanding any other provision of this Resolution, absent an
opinion of Bond Counsel that the exclusion from gross income of interest with respect to the Bonds and
Parity Bonds will not be adversely affected for federal income tax purposes, the District covenants to
comply with all applicable requirements of the Code necessary to preserve such exclusion from gross
income and specifically covenants, without limiting the generality of the foregoing, as follows: _
(1) Private Activity. The District will take no action or refrain from taking any action or
make any sue of the proceeds of the Bonds or Parity Bonds or of any other monies or property which
would cause the Borids or Parity Bonds to be "private activity bonds" within the meaning of Section 141
of the Code;
(2) Ar itra . The District will make no use of the proceeds of the Bonds or Parity Bonds
or of any other amounts of property, regardless of the source, or take any action or refrain from taking
any action which will cause the Bonds or Parity Bonds to be "arbitrage bonds" within the meaning of
Section 148 of the Code;
(3) Federal Guaranty. The District will make no use of the proceeds of the Bonds or Parity
Bonds or take or omit to take any action that would cause the Bonds or the Parity Bonds to be "federally
guaranteed" within the meaning of Section 149(b) of the Code;
(4) Information Reporting. The District will take or cause to be taken all necessary action
to comply with the informational reporting requirement of Section 149(e) of the Code;
(5) Hedge Bonds. The District will make no use of the proceeds of the Bonds or the Parity
Bonds or any other amounts or property, regardless of the source, or take any action or refrain from
taking any action that would cause either the Bonds or the Parity Bonds to be considered "hedge bonds"
within the meaning of Section 149(8) of the Code unless the District takes all necessary action to assure
compliance with the requirements of Section 149(8) of the Code to maintain the exclusion from gross
income of interest on the Bonds and the Parity Bonds for federal income tax purposes; and
(6) Miscellaneous. The District will take no action or refrain from taking any action
inconsistent with it expectations stated in that certain Tax Certificate executed on the Delivery Date by
the District in connection with each issuance of Bonds and Parity Bonds and will comply with the
covenants and requirements stated therein and incorporated by reference in the Indenture.
Compliance with the Law: Low and Moderate Income Housing Fund. The Agency shall ensure
that all activities undertaken by the Agency with respect to the redevelopment of the Project Area rare
undertaken and accomplished in conformity with all applicable requirements of the Redevelopment Plana
nd Law. Without limiting the generality of the foregoing, the Agency covenants that it shall deposit or
cause to be deposited in the Low and Moderate Income Housing Fund established pursuant to Section
33334.3 of the Law, all amounts when, as and if required to be deposited therein pursuant to the Law
and shall expend amounts deposited in the Low and Moderate Income Housing Fund, including, without
limitation, proceeds of the 1986 Notes and of any Parity Debt deposited therein, solely in accordance with
section 33334.2 of the Law.
Further Assurances. The Agency will adopt make, execute and deliver any and all such further
resolutions, instrument and assurances as maybe reasonably necessary or property to carry out the
intention or to facilitate the performance of this Indenture, and for the better assuring and confirming unto
the Owners of the rights and benefits provided in the Indenture.
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Duties Immunities and Liabilities of Trustee.
(a) The Trustee shall, prior to the occurrence of an Event of Default, and after the curing
of all Events of Default which may have occurred, perform such duties and only such duties as are
specifically set forth in this Indenture and no impled covenants shall be read into this Indenture against
the Trustee. The Trustee shall, during the existence of any Event of Default (which has not been cured),
exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and
skill in their exercise, as a prudent man would exercise or use under the circumstances of his owner
affairs.
(b) The Agency may remove the Trustee at any time, unless an Event of Default shall have
occurred and then be continuing, and shall remove the Trustee (i) if at any time requested to do so by
an instrument or concurrent instrument in writing signed by the Owners of not less than a majority in
aggregate principal amount of the Bonds then Outstanding (or their attorneys duly authorized in writing)
or (ii) if at any time the Agency has knowledge that the Trustee has ceased to be eligible in accordance
with subsection (e) of this Section, or has become incapable of acting, or has been adjudged as bankrupt
or insolvent, or a receiver of the Trustee or its property has been appointed, or any public officer shall
have taken control or charge of the Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation. In each case such removal shall be accomplished by the giving of written
notice of such removal by the Agency to the Trustee, whereupon the Agency shall appoint a successor
Trustee by an instrument in writing.
(c) The Trustee may at any time resign by giving written notice of such resignation to the
Agency and by giving the Owners notice of such resignation by first class mail, postage prepaid, at their
respective addresses shown on the Registration Books. Upon receiving such notice of resignation, the
Agency shall promptly appoint a successor Trustee by on instrument in writing.
(d) Any removal or resignation of the Trustee and appointment of a successor Trustee shall
become effective upon acceptance of appointment by the successor Trustee. If no successor Trustee shall
have been appointed and have accepted appointment within 45 days of giving notice of removal or notice
of resignation as aforesaid, the resigning Trustee or any Owner (on behalf of such Owner and all other
Owners) may petition any court of competent jurisdiction for the appointment of a successor Trustee, and
such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor
Trustee. Any successor Trustee appointed under the Indenture shall signify its acceptance of such
appointment by executing and delivering to the Agency and to its predecessor Trustee a written
acceptance thereof, and thereupon such successor Trustee, without any further act, deed or conveyance,
shall become vested with all the moneys, estates, properties, rights, powers, trusts, duties and obligations
of such predecessor Trustee, with like effect as if originally named Trustee herein, but, nevertheless at
the Written Request of the Agency or the request of the successor Trustee, such predecessor Trustee shall
execute and deliver any and all instruments of conveyance or further assurance and do such other things
as may reasonably be required for more fully and certainly vesting in and confirming to such successor
Trustee all the right, title and interest of such predecessor Trustee in and to any property held by it under
this Indenture and shall pay over, transfer, assign and deliver to the successor trustee any money or other
property subject to the trusts and conditions herein set forth. Upon request of the successor Trustee, the
Agency shall execute and deliver any and all instruments as may be reasonably required for more fully
and certainly vesting in and confirming to such successor Trustee all such moneys, estates, properties,
rights, powers, trusts, duties and obligations. Upon acceptance of appointment by a successor Trustee
as provided in this subsection, the Agency shall mail a notice of the succession of such Trustee to the
trusts hereunder to each rating agency which then has a current rating on the Bonds and to the Owners
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at their respective addresses shown on the Registration books. If the Agency fails to mail such notice
within 15 days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause
such notice to be mailed at the expense of the Agency.
(e) Any Trustee appointed under the provisions of this Indenture shall be a trust company
or bank having the powers of a trust company having a trust office in the State, having a combined capital
and surplus of at least $75,000,000, and subject to supervision or examination by federal or state
authority. If such bank or trust company publishes a report of condition at least annually, pursuant to
law or to the requirements of any supervising or examining authority above referred to, then for the
purpose of this subsection the combined capital and surplus of such bank or trust company shall be
deemed to be its combined capital and surplus as set forth in its most recent report of condition so
published. In a case at any time the Trustee shall cease to be eligible in accordance with the provisions
of this subsection (e), the Trustee shall resign immediately in the manner and with the effect specified
in the Indenture.
Merger or Consolidation. Any bank or trust company into which the Trustee may be merged or
converted or with which either of them may be consolidated or any bank or trust company resulting from
any merger, conversion or consolidation to which it shall be a party or any bank or trust company to
which the Trustee may sell or transfer all or substantially all of its corporate trust business, provided such
bank or trust company shall be eligible under the Indenture, shall be the successor to such Trustee without
the execution or filing of any paper or any further act, anything herein to the contrary notwithstanding.
Liability of Trustee
(a) The recitals of facts herein and in the Bonds contained shall be taken as statements of the
Agency, and the Trustee shall not assume responsibility for the correctness of the same, nor make any
representations as to the validity or sufficiency of this Indenture or of the Bonds nor shall incur any
responsibility in respect thereof, other than as expressly stated herein. The Trustee shall, however, be
responsible for its representations contained in its certificate of authentication on the Bonds. The Trustee
shall not be liable in connection with the performance of its duties hereunder, except for its own or its
agents negligence or wilful misconduct. The Trustee may become the Owner of any Bonds with the same
rights it would have if they were not Trustee and, to the extent permitted by law, may act as depositary
for and permit any of its officers or directors to act as a member of, or in any other capacity with respect
to, any committee shall represent the Owners of a majority in principal amount of the Bonds then
Outstanding.
(b) The Trustee shall not be liable for any error of judgment made in good faith by
responsible officer, unless the Trustee shall have been negligent in ascertaining the pertinent facts.
(c) The Trustee shall not be liable with respect to any action taken or omitted to be taken by
it in good faith in accordance with the direction of the Owners of not less than a majority in aggregate
principal amount of the Bonds at the time Outstanding relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power
conferred upon the Trustee under the Indenture.
(d) The Trustee shall not be liable for any action taken by it in good faith and believed by
it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture, except
for actions arising from the negligence or wilful misconduct of the Trustee. The permissive right of the
Trustee to do things enumerated hereunder shall not be construed as a mandatory duty.
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(e) The Trustee shall not be deemed to have knowledge of any Event of Default hereunder
unless and until it shall have actual knowledge thereof, or shall have received written notice thereof at
its Trust Office. Except as otherwise expressly provided herein, the Trustee shall not be bound to
ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or
agreements herein or of any of the documents executed in connection with the bonds, or as to the
existence of an Event of Default thereunder. The Trustee shall not be responsible for the validity or
effectiveness of any collateral given to or held by it. Without limiting the generality of the foregoing,
the Trustee shall not be responsible for reviewing the contents of any financial statements furnished to
the Trustee pursuant to Section 5.05 and may rely conclusively on the certificates accompanying such
financial statements to establish the Agency's compliance with its financial covenants hereunder,
including, without limitation, its covenants regarding the deposit of Tax Revenues into the Special Fund
and the investment and application of moneys on deposit in the Special Fund (other than its covenants
to transfer such moneys to the Trustee when due hereunder).
(f) No provision in this Indenture shall require the Trustee to risk or expend its own funds
or otherwise incur any financial liability hereunder if it shall have reasonable grounds for believing
repayment of such funds or adequate indemnity against such liability or risk is not assured to it.
Right to Rely on Documents. The Trustee shall be protected in acting upon any notice,
resolution, request, consent, order, certificate, report opinion or other paper or document believed by it
to be genuine and to have signed or presented by the proper party or parties, in the absence of negligence
or wilful misconduct by the Trustee. The Trustee may consult with counsel, including, without
limitation, counsel of or the Agency, with regard to legal questions, and, in the absence of negligence
or wilful misconduct by the Trustee, the opinion of such counsel shall be full and complete authorization
and protection in respect of any action taken or suffered by the Trustee hereunder in accordance
therewith.
The Trustee shall not be bound to recognize any person as the Owner of a Bond unless and until
such Bond is submitted for inspection, if required, and his title thereto is established to the satisfaction
of the Trustee.
Whenever in the administration of the trusts imposed upon it by this Indenture the Trustee shall
deem it necessary or desirable that a matter be approved or established prior to taking or suffering any
action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed)
may be deemed to be conclusively proved and established by a Written Certificate of the Agency, which
shall be full warrant to the Trustee for any action taken or suffered in good faith under the provisions of
this Indenture in reliance upon such Written Certificate, but in its discretion the Trustee may, in lieu
thereof, accept other evidence of such matter or may require such additional evidence as to it may deem
reasonable. The Trustee may conclusively rely on any certificate of report of any Independent
Accountant or Independent Redevelopment Consultant appointed by the Agency.
Preservation and Insnection of Document. All documents received by the Trustee under the
provisions of this Indenture shall be retained in its possession and shall be subject at all reasonable times
during regular business hours upon reasonable notice to the inspection of the Agency and any Owner,
and their agents and representatives duly authorized in writing, at reasonable hours and under reasonable
conditions.
Compensation and Indemnification. The Agency shall pay to the Trustee from time to time
reasonable compensation for all services rendered under this Indenture and also all reasonable expenses,
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charges, legal and consulting fees and other disbursements and those of its attorneys, agents and
employees, incurred in and about the performance of its powers and duties under this Indenture. Upon
the occurrence of an Event of Default, the Trustee shall have a first lien on the Tax Revenues and all
funds and accounts held by the Trustee hereunder to secure the payment to the Trustee of all fees, costs
and expenses, including reasonable compensation to its experts, attorneys and counsel incurred in
declaring such Event of Default and in exercising the rights and remedies set forth in the Indenture.
The Agency further covenants and agrees to indemnify and save the Trustee and its officers,
directors, agents and employees, harmless against any loss, expense, and liabilities which it may incur
arising out of or in the exercise and performance of its powers and duties hereunder, including the costs
and expenses of defending against any claim of liability, but excluding any and all losses, expenses and
liabilities which are due to the negligence or wilful misconduct of the Trustee, its officers, directors,
agents or employees. The obligations of the Agency under this paragraph shall survive resignation or
removal of the Trustee under this Indenture and payment of the Bonds and discharge of the Indenture.
Deposit and Investment of Moneys in Funds. Moneys in the Debt Service Fund, the Interest
Account, the Principal Account, the Sinking Account, the Reserve Account, the Redemption Account and
the Costs of Issuance Fund shall be invested by the Trustee in Permitted Investments specified in the
Written Request of the Agency filed with the Trustee at least two (2) Business Days in advance of the
making of such investments, except that moneys in the Reserve Account shall not be invested in Permitted
Investments having a maturity of more than seven (7) years, except that moneys in the Reserve Account
which are invested in an investment agreement, as defined in subsection (g) of the definition of "Permitted
Investments" set forth in the Indenture, may be so invested for any period of time, provided that such
investment agreement provides for timely withdrawal therefrom for all purposes of the Reserve Account.
In the absence of any such Written Request of the Agency, the Trustee shall invest any such moneys in
Permitted Investments described in clause (h) of the definition thereof. Moneys in the Special Fund and
the Redevelopment Fund may be invested by the Agency in any obligations in which the Agency is
legally authorized to invest its funds. Obligations purchased as an investment of moneys in any fund shall
be deemed to be part of such fund or account. Whenever in this Indenture any moneys required to be
transferred by the Agency to the Trustee, such transfer may be accomplished by transferring a like
amount of Permitted Investments, valued as provided in the second paragraph of the Indenture. All
interest or gain derived from the investment of amounts in any of the funds or accounts held by the
Trustee hereunder shall be deposited in the Interest Account; provided, however, that all interest or gain
from the investment of amounts in the Reserve Account shall be deposited by the Trustee in the Interest
Account only to the extent that amounts remaining on deposit in the Reserve Account equal the Reserve
Requirement. For purposes of acquiring any investments hereunder, the Trustee may commingle funds
held by it hereunder upon the Written Request of the Agency. The Trustee may act as principal or agent
in the acquisition or disposition of any investment and may impose its customary charges therefor. The
Trustee shall incur no liability for losses arising from any investments made pursuant to the Indenture.
In computing the amount in any fund or account, Permitted Investments shall be valued at the
lower of the cost or the market price, exclusive of accrued interest. With respect to all funds and
accounts, valuation shall occur annually, on or before November 15 of each year, except in the event of
a withdrawal from the Reserve Account, whereupon securities shall be valued immediately after such
withdrawal.
Accountine Records and Financial Statements. The Trustee shall at all times keep, or cause to
be kept, proper books of record and account, prepared in accordance with industry standards, in which
complete and accurate entries shall be made of all transactions made by it relating to the proceeds of the
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Bonds and all funds and accounts held by it established pursuant to this Indenture. Such books of record
and account shall be available for inspection by the Agency at reasonable hours and under reasonable
circumstances with reasonable prior notice. The Trustee shall furnish to the Agency, at least quarterly,
an accounting of all transactions in the form of its regular account statements relating to the proceeds of
the Bonds and all funds and accounts held by the Trustee pursuant to the Indenture.
Appointment of Co -Trustee or Agent. It is the purpose of this Indenture that there shall be no
violation of any law of any jurisdiction (including particularly the law of the State) denying or restricting
the right of banking corporations or associations to transact business as Trustee in such jurisdiction. It
is recognized that in the case of litigation under this Indenture, and in particular in case of the
enforcement of the rights of the Trustee on default, or in the case the Trustee deems that by reason of
any present or future law of any jurisdiction it may not exercise any of the powers, rights or remedies
herein granted to the Trustee or hold title to the properties, in trust, as herein granted, or take any other
action which may be desirable or necessary in connection therewith, it may be necessary that the Trustee
or Agency appoint an additional individual or institution as a separate co -trustee. The following
provisions of the Indenture are adopted to these ends.
In the event that the Trustee or Agency appoint an additional individual or institution as a separate
or co -trustee, each and every remedy, power, right, claim, demand, cause of action, immunity, estate,
title, interest and lien expressed or intended by this Indenture to be exercised by or vested in or conveyed
to the Trustee with respect thereto shall be exercisable by and vest in such separate or co -trustee but only
to the extent necessary to enable such separate or co -trustee to exercise such powers, rights and remedies,
and every covenant and obligation necessary to the exercise thereof by such separate or co -trustee shall
run to and be enforceable by either of them.
Should any instrument in writing from the Agency be required by the separate trustee or co -
trustee so appointed by the Trustee or Agency for more fully and certainly vesting in and confirming to
it such properties, rights, powers, trusts, duties and obligations, any and all such instruments in writing
shall, on request, be executed, acknowledged and delivered by the Agency. In case any separate trustee
or co -trustee, or a successor to either, shall become incapable of acting, resign or be removed, all the
estates, properties, rights, powers, trusts, duties and obligations of such separate trustee or co -trustee,
so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a new
trustee or successor to such separate trustee or co -trustee.
In addition to the appointment of a co -trustee hereunder, the Trustee may, at the expense and with
the prior written consent of the Agency, appoint any agent of the Trustee in New York, New York, for
the purpose of administering the transfers or exchanges of Bonds or for the performance of any other
responsibilities of the Trustee hereunder.
Amendment of Indenture
Amendment with Consent of Owners. The Indenture and the rights and obligations of the Agency
and of the Owners may be modified or amended at any time by a Supplemental Indenture which shall
become binding upon adoption, without consent of any Owners, to the extent permitted by law and only
for any one or more of the following purposes:
(a) to add to the covenants and agreements of the Agency in the Indenture contained,
other covenants and agreements thereafter to be observed, or to limit or surrender any rights or
power in the Indenture reserved to or conferred upon the Agency; or
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(b) to make such provisions for the purpose of curing any ambiguity, or of curing,
correcting or supplementing any defective provision contained in the Indenture, or in any other
respect whatsoever as the Agency may deem necessary or desirable, provided under any
circumstances that such modifications or amendments shall not materially adversely affect the
interests of the Owners; or
(c) to provide for the issuance of Parity Debt pursuant to the Indenture, and to
provide the terms and conditions under which such Parity Debt may be issued, including but not
limited to the establishment of special funds and accounts relating thereto and any other
provisions relating solely thereto, subject to and in accordance with the provisions of the
Indenture; or
(d) to amend any provision of the Indenture relating to the requirements of or
compliance with the Tax Code, to any extent whatsoever but only if and to the extent such
amendment will not adversely affect the exclusion from gross income for purposes of federal
income taxation of interest on any of the Bonds, in the opinion of nationally -recognized bond
counsel.
Except as set forth in the preceding paragraph, the Indenture and the rights and obligations of the
Agency and of the Owners may be modified or amended at any time by a Supplemental Indenture which
shall become binding when the written consent of the Owners of a majority in aggregate principal amount
of the Bonds then Outstanding are filed with the Trustee. No such modification or amendment shall (a)
extend the maturity of or reduce the interest rate on any Bond or otherwise alter or impair the obligatio
of the Agency to pay the principal, interest or redemption premium (if any) at the time and place and at
the rate and in the currency provided therein of any Bonds without the express written consent of the
Owner of such Bond, (b) reduce the percentage of Bonds required for the written consent to any such
amendment or modification, or (c) without its written consent thereto, modify any of the rights or
obligations of the Trustee.
Effect of Supplemental Indenture. From and after the time any Supplemental Indenture becomes
effective pursuant to the Indenture, the Indenture shall be deemed to be modified and amended in
accordance therewith, the respective rights, duties and obligations of the parties hereto or thereto and all
Owners, as the case may be, shall thereafter be determined, exercised nd enforced hereunder subject in
all respects to such modification and amendment, and all the terms and conditions of any Supplemental
Indenture shall be deemed to be part of the terms and conditions of this Indenture for any and all
purposes.
Endorsement or Replacement of Bonds After Amendment. After the effective date of any
amendment or modification hereof pursuant to the Indenture, the Agency may determine that any or all
of the bonds shall bear a notation, by endorsement in form approved by the Agency, as to such
amendment or modification and in that case upon demand of the Agency, as to such amendment or
modification and in that case upon demand of the Agency the Owners of such Bonds shall present such —
Bonds for the purpose at the Trust Office of the Trustee, and thereupon a suitable notation as to such
action shall be made on such Bonds. In lieu of such notation, the Agency may determine that new Bonds
shall be prepared and executed in exchange for any or all of the Bonds and, in that case upon demand
of the Agency, the Owners of the Bonds shall present such Bonds for exchange at the Trust Office of the
Trustee, without cost to such Owners.
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MIMM
Amendment by Mutual Consent. The provisions of the Indenture shall not prevent any Owner
from accepting any amendment as to the particular Bond held by such Owner, provided that due notation
thereof its made on such Bond.
Events of Default
Events of Default Defined. The following events shall constitute Events of Default under the
Indenture:
(a) Default in the due and punctual payment of the principal of or interest or
redemption premium (if any) on any Bond when and as the same shall become due and payable,
whether at maturity as therein expressed, by declaration or otherwise;
(b) Default by the Agency in the observance of any of the covenants, agreements or
conditions on its part in the Indenture or in the Bonds contained, other than a default described
in the preceding clause (a), and such default shall have continued for a period of 60 days
following receipt by the Agency of written notice from the Trustee or any Owner of the
occurrence of such default; or
(c) if the Agency shall commence a voluntary action under Title I I of the United
States Code or any substitute or successor statute.
Remedies. If an Event of Default has occurred and is continuing, the Trustee may, and if
requested in writing by the Owners of a majority in aggregate principal amount of Bonds then
Outstanding the Trustee shall, (a) declare the principal of the Bonds, together with the accrued interest
thereon, to be due and payable immediately, and upon any such declaration the same shall become
immediately due and payable, anything in the Indenture or in the Bonds to the contrary notwithstanding,
and (b) exercise any other remedies available to the Trustee and the Owners in law or at equity. With
respect to any Event of Default described in clauses (a) or (c) above the Trustee shall, and with respect
to any Event of Default described in clause (b) above the Trustee in it's sole discretion may, upon
receiving notice or actual knowledge of such Event of Default, give notice thereof to the Owners in the
same manner as provided in the Indenture for notices of redemption of the Bonds, which shall include
the statement that interest on the Bond shall cease to accrue form the after the date, if any, on which the
Trustee shall have declared the Bonds to become due and payable pursuant to the Indenture (but only to
the extent that principal and any accrued, but unpaid, interest on the Bonds is actually paid on such date).
This remedy, however, is subject to the condition that if, at any time after the principal of the Bonds shall
have been so declared due and payable, and before any judgement or decree for the payment of the
moneys due shall have been obtained or entered, the Agency shall deposit with the Trustee a sum
sufficient to pay all principal on the Bonds matured prior to such declaration and all matured installments
of interest (if any) upon all the Bonds, with interest on such overdue installments of principal and interest
(to the extent permitted by law) at the net effective rate then borne by the Outstanding Bonds, and the
reasonable fees and expenses of the Trustee, an any and all other defaults known to the Trustee (other
than in the payment of principal of and interest on the Bonds due and payable solely by reasons of such
declaration) shall have been made good or cured to the satisfaction of the Trustee or provision deemed
by the Trustee to be adequate shall have been made therefor, then, and in every such case, the Owners
of at least a majority in aggregate principal amount of the Bonds then Outstanding, by written notice to
the Agency and to the Trustee, may, on behalf of the Owners of all of the Bonds, rescind and annul such
declaration and its consequences. However, no such rescission and annulment shall extend to or shall
affect any subsequent default, or shall impair or exhaust any right or power consequent thereon.
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Application of Funds Upon Acceleration. All of the Tax Revenues and all sums in the funds
and accounts established and held by the Trustee under the Indenture upon the date of the declaration of
acceleration as provided in the Indenture, and all sums thereafter received by the Trustee thereunder, shall
be applied by the Trustee in the order following, upon presentation of the several Bonds and the stamping
thereon of the payment if only partially paid, or upon the surrender thereof if fully paid:
&jl, to the payment of the fees, costs and expenses of the Trustee in declaring such
Event of Default and in exercising the rights and remedies set forth in the Indenture, including
reasonable compensation to its agents, attorneys and counsel; and
Second, to the payment of the whole amount then owing and unpaid upon the Bonds for
principal and interest, with interest on the overdue principal and installments of interest at the net
effective rate then borne by the Outstanding Bonds (to the extent that such interest on overdue
installments of principal and interest shall have been collected), and in case such moneys shall
be insufficient to pay in full the whole amount so owing and unpaid upon the Bonds, then to the
payment of such principal and interest without preference or priority of principal over interest,
or interest over principal, or of any installment of interest over any other installment of interest,
ratably to the aggregate of such principal and interest or any Bond over any other Bond.
Power of Trustee of Control Proceeding. In the event that the Trustee, upon the happening
of an Event of Default, shall have taken any action, by judicial proceedings or otherwise, pursuant to its
duties under the Indenture, whether upon its discretion or upon the request of the Owners of a majority
in principal amount of the Bonds then Outstanding, it shall have full power, in the exercise of its
discretion for the best interests of the Owners of the Bonds, with respect to the continuance,
discontinuance, withdrawal, compromise, settlement or other disposal of such action; provided, however,
that the Trustee shall not, unless there no longer continues an Event of Default, discontinue, withdraw,
compromise or settle, or otherwise dispose of any litigation pending at law or in equity, if at the time
there has been filed with it a written request signed by the Owners of a majority in principal amount of
the Outstanding Bonds hereunder opposing such discontinuance, withdrawal, settlement or other disposal
of such litigation.
Limitation on Bondowner's Ria_ht to Sue. No Owner of any Bond shall have the right to
institute any suit, action or proceeding at law or in equity, for any remedy under or upon the
Indenture,unless (a) such Owner shall have previously given to the Trustee written notice of the
occurrence of an Event of Default (b) the Owners of a majority in aggregate principal amount of all the
Bonds then Outstanding shall have made written request upon the Trustee to exercise the powers granted
in the Indenture or to institute such action, suit or proceeding it its own name; (c) said Owners shall have
tendered to the Trustee indemnity reasonably acceptable to the Trustee against the costs, expenses and
liabilities to be incurred in compliance with such request; and (d) the Trustee shall have refused or
omitted to comply with such request for a period of 60 days after such written request shall have been
received by, and said tender of indemnity shall have been made to, the Trustee.
Such notification, request, tender of indemnity and refusal or omission are hereby declared, in
every case, to be conditions precedent to the exercise by any Owner of any remedy hereunder; it being
understood and intended that no one or more Owners shall have any right in any manner whatever by his
or their action to enforce any right under this Indenture, except in the manner herein provided, and that
all proceedings at law or in equity to enforce any provisions of this Indenture shall be instituted, had and
maintained in the manner herein provided and for the equal benefit of all Owners of the Outstanding
bonds.
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The right of any Owner of any Bond to receive payment of the principal of (and premium, if any)
and interest on such Bond as herein provided, shall not be impaired or affected without the written
consent of such Owner, notwithstanding the foregoing provisions of this Section or any other provision
of the Indenture.
Non -waiver. Nothing in the Indenture or in any other provision of the Indenture or in the Bonds,
shall affect or impair the obligation of the Agency, which is absolute and unconditional, to pay from the
Tax Revenues and other amounts pledged hereunder, the principal of an interest and redemption premium
(if any) on the Bonds to the respective Owners on the respective Interest Payment Dates, as herein
provided, or affect or impair the right of action, which is also absolute and unconditional, of the Owners
to institute suit to enforce such payment by virtue of the contract embodied in the Bonds.
A waiver of any default by any Owner shall not affect any subsequent default or impair any rights
or remedies on the subsequent default. No delay or omission of any Owner to exercise any right or
power accruing upon any default shall impair any such right or power or shall be construed to be a
waiver of any such default or an acquiescence therein, and every power and remedy conferred upon the
Owners by the Law or by the Indenture may be enforced and exercised from time to time and as often
as shall be deemed expedient by the Owners.
If a suit, action or proceeding to enforce any right or exercise any remedy shall be abandoned
or determined adversely to the Owners, the Agency and the Owners shall be restored to their former
positions, rights and remedies as if such suit, action or proceeding had not been brought or taken.
Actions by Trustee as Attorney in -Fact. Any suite, action or proceeding which any Owner shall
have the right to bring to enforce any right or remedy hereunder may be brought by the Trustee for the
equal benefit and protection of all Owners similarly situated and the Trustee is hereby appointed (and the
successive respective Owners by taking and holding the bonds or Parity Debt, as applicable, shall be
conclusively deemed so to have appointed it) the true and lawful attorney-in-fact of the respective Owners
for the purpose of bringing any such suit, action or proceeding and to do and perform any and all acts
and things for and on behalf of the respective Owners as a class or classes, as may be necessary or
advisable in the opinion of the Trustee as such attorney-in-fact, provided the Trustee shall have no duty
or obligation to enforce any such right or remedy if it has not been indemnified to its satisfaction from
any expense including, but not limited to reasonable fees and expenses of its attorneys.
Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Owners is
intended to be exclusive of any other remedy. Every such remedy shall be cumulative and shall be in
addition to every other remedy given hereunder or now or hereafter existing, at law or in equity by
statute or otherwise, and may be exercised without exhausting and without regard to any other remedy
conferred by the Law or any other law.
Benefits Limited to Parties. Nothing in the Indenture, expressed or implied, is intended to give
to any person other than the Agency, the Trustee an the Owners, any bright, remedy, claim under or by
reason of the Indenture. Any covenants, stipulations, promises or agreements in the Indenture contained
by and on behalf of the Agency shall be for the sole and exclusive benefit of the Trustee and the Owners.
Successor is Deemed Included in All References to Predecessor. Whenever in the Indenture or
any Supplemental Indenture either the Agency or the Trustee is named or referred to, such reference shall
be deemed to include the successors or assigns thereof, and all the covenants and agreements in the
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Indenture contained by or on behalf of the Agency or the Trustee shall bond and inure to the benefit of
the respective successors and assigned thereof whether so expressed or not.
Discharge of Indenture
The Agency shall pay and discharge the entire indebtedness on all Bonds or any portion thereof
in any one or more of the following ways:
(a) by well and truly paying or causing to be paid the principal of and interest and
premium (if any) on all Outstanding Bonds, as and when the same become due and payable;
(b) by irrevocably depositing with the Trustee or another fiduciary, in trust, at or
before maturity, money which, together with the available amounts then on deposit in the funds
and accounts established pursuant to the Indenture, is fully sufficient to pay all Outstanding
Bonds, including all principal, interest and redemption premiums; or
(c) by irrevocably depositing with the Trustee or another fiduciary, in trust, Federal
Securities in such amount as an Independent Accountant (or other person or firms acceptable to
the Trustee) shall determine will, together with the interest to accrue thereon and available
moneys then on deposit in the funds and accounts established pursuant to the Indenture, be fully
sufficient to pay and discharge the indebtedness on all Bonds (including all principal, interest and
redemption premiums) at or before maturity.
Upon such payment and the giving of notice or provision for giving notice as required by the
Indenture, and notwithstanding that any Bonds shall not have been surrendered for payment, the pledge
of the Tax Revenues and other funds provided for in the Indenture and all other obligations of the Trustee
and the Agency under the Indenture with respect to all Outstanding Bonds shall cease and terminate,
except only (a) the obligations of the Agency and the Trustee under the Indenture concerning rebate of
moneys to the Federal Government, (b) the obligation of the Trustee to transfer and exchange the Bonds
under the Indenture, and (c) the obligation of the Agency to pay or cause to be paid to the Owners, from
the amounts so deposited with the Trustee, all sums due thereon and to pay the Trustee all fees, expenses
and costs of the Trustee. Notice of such election shall be filed with the Trustee. Any funds thereafter
held by the Trustee, which re not required for said purpose, shall be paid over to the Agency.
Execution of Documents and Proof of Ownership by Owners. Any request, declaration or other
instrument which this Indenture may require or permit to be executed by any Owner may be in one or
more instruments of similar tenor, and shall be executed by such Owner in person or by their attorneys
appointed in writing.
Except as otherwise herein expressly provided, the fact and date of the execution by any Owner
or his attorney of such request, declaration or other instrument, or of such writing appointing such
attorney, may be proved by the certificate of any notary public or other officer authorized to take
acknowledgments of deeds to be recorded in the state in which he purports to act, that the person signing
such request, declaration or other instrument or writing acknowledged to him the execution thereof, or
by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer.
The ownership of Bonds and the amount, maturity, number and date of ownership thereof shall
be provided by the Registration Books.
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Any request, declaration or other instrument or writing of the Owner of any Bond shall bind all
future Owners of such Bond in respect of anything done or suffered to be done by the Agency or the
Trustee in good faith and in accordance therewith.
Disqualified Bonds. In determining whether the Owners of the requisite aggregate principal
amount of Bonds have concurred in any demand, request, direction, consent or waiver under this
Indenture, Bonds which are owned or held by or for the account of the Agency or the City of San Juan
Capistrano (but excluding Bonds held in any employees' retirement fund) shall be disregarded and deemed
not to be Outstanding for the purpose of any such determination, provided, however, that for the purpose
of determining wither the Trustee shall be protected in relying on any such demand, request, direction,
consent or waiver, only Bonds which the Trustee knows to be so owned or held shall be disregarded.
Waiver of Personal Liability. No member, office, agent or employee of the Agency shall be
individually or personal liable for the payment of the principal of or interest or any premium on the
Bonds; but nothing herein contained shall relieve any such member, officer, agent or employee from the
performance of any official duty provided by law.
Destruction of Cancelled Bonds. Whenever in this Indenture provision is made for the surrender
to the Trustee of any Bonds which have been paid or cancelled pursuant to the provisions of the
Indenture, the Trustee shall destroy such Bonds and provide the Agency a certificate of destruction. The
Agency shall be entitled to rely upon any statement of fact contained in any certificate with respect to the
destruction of any such Bonds therein referred to.
Notices. Any notice, request, complaint, demand, communication or other paper shall be
sufficiently given and shall be deemed given when delivered or mailed by first class, registered or
certified mail, postage prepaid, or sent by telegram, addressed as follows:
If to the Agency: San Juan Capistrano Community Redevelopment Agency
32400 Paseo Adelanto
San Juan Capistrano, California 92675
Attention: Executive Director
If to the Trustee: Bankers Trust Company of California, N.A.
300 South Grand Avenue
Los Angeles, California 90071
Attention:
Ref. No.
Parity Invalidity. If any Section, paragraph, sentence, clause or phrase of the Indenture shall for
any reason be held illegal, invalid or unenforceable, such holding shall not affect the validity of the
remaining portions of the Indenture. The Agency hereby declares that it would have adopted the
Indenture and each and every other section, paragraph, sentence, clause or phrase hereof and authorized
the issue of the Bonds pursuant thereto irrespective of the fact that any one or more Sections, paragraphs,
sentences, clauses, or phrases of the Indenture may be held illegal, invalid or unenforceable. If, by
reasons of the judgment of any court, the Trustee is rendered unable to perform its duties hereunder, all
such duties and all of the rights and powers of the Trustee hereunder shall, pending appointment of a
successor Trustee in accordance with the provisions of the Indenture hereof, be assumed by and vest in
the Treasurer of the Agency in trust for the benefit of the Owners that its Treasurer in such case shall
be vested with all of the rights and powers of the Trustee hereunder, and shall assume all of the
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responsibilities and perform all of the duties of the Trustee hereunder, in trust for the benefit of the
Bonds, pending appointment of a successor Trustee in accordance with the provisions of the Indenture.
Unclaimed Moneya. Anything contained herein to the contrary notwithstanding, any money held
by the Trustee in trust for the payment and discharge of the interest or premium (if any) on or principal
of the Bonds which remains unclaimed for two (2) years after the date when the payments of such
interest, premium and principal have become payable, if such money was held by the Trustee at such
date, or for two (2) years after the date of despite of such money if deposited with the Trustee after the
date when the interest and premium (if any) on and principal of such Bonds have become payable, shall
at the Written Request of the Agency be repaid by the Trustee to the Agency as its absolute property free
from trust, and the Trustee shall thereupon be released and discharged with respect thereto and the Bond
Owners shall look only to the Agency for the payment of the principal of and interest and redemption
premium (if any) on of such Bonds.
Execution in CounterDarlS. The Indenture may be executed in several counterparts, each of which
shall be an original and all of which shall constitute but on and the same instrument.
Governing Law. The Indenture shall be construed and governed in accordance with the Laws
of the State.
SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY
The Agency was established on September 7, 1982 by the City Council of the City with the
adoption of Ordinance No. 470, pursuant to the Law. The five member of the City Council serve as the
governing body of the Agency, and exercise all the rights, powers, duties and privileges of the Agency.
The Mayor Pro Tem serves as Chairman of the Agency.
Members and Officers
The members and officers of the Agency and the expiration dates of their terms are as follows:
Name and Office Expiration of Term
Lawrence Buchheim, Chairman December 1, 1992
Gil Jones, Vice Chairman December 6, 1994
Kenneth E. Friess December 1, 1992
Gary Hausdorfer December 6, 1994
Jeff Vasquez December 6, 1994
Agency Powers _
All powers of the Agency are vested in its governing body. Pursuant to the Law, the Agency
may exercise broad governmental functions and authority to accomplish its purposes, including, but not
limited to, the right of eminent domain, the right to issue bonds and expend their proceeds and the right
to acquire, sell, develop, administer or lease property. The Agency may demolish buildings, clear land
and cause to be constructed certain improvements including streets, sidewalks, and public utilities.
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The Agency may not construct or develop building, with the exception of public facilities and
housing, but must sell or lease cleared property to redevelopers for construction and development in
accordance with the Redevelopment Plan.
Financial Advisor
Urban Futures, Incorporated ("Urban Futures"), formed in the early 1970's, provides services
in the areas of public finance, finance, redevelopment planning and implementation, planning and
economics to both governmental and private sector clients.
Urban Futures is currently engaged in consulting activities for over 55 of cities, counties and
redevelopment agencies in the State. Over the past five years, Urban Futures has completed planning,
economic and financial consulting assignments for over 75 government and 100 private sector clients in
the State.
Financing
The Law authorizes the financing of redevelopment projects through the use of tax increment
revenues. This method provides that the taxable valuation of the property within a redevelopment project
on the property tax roll last equalized prior to the effective date of the ordinance which adopts the
redevelopment plan becomes the base year valuation, and the increase in taxable valuation in subsequent
years over the base year valuation becomes the incremental valuation upon which taxes are levied and
allocated to a redevelopment agency. The resulting tax increment revenues (based on an increase in
taxable valuation over the base year valuation) are allocated to a redevelopment agency and deposited in
the applicable special fund. Redevelopment agencies have no authority to levy taxes but must look to the
allocation of tax increment revenues as indicated above.
In accordance with Section 33334.2 of the Law, not less than twenty percent (20%) of all taxes
which are allocated to the Agency will be deposited by the Agency in its Low and Moderate Income
Housing Fund and used by the Agency for purposes of improving or increasing the City's supply of
housing for persons and families of low and moderate income. This requirement is applicable unless the
Agency makes the finding that:
No need for such housing exists in the City.
2. Less than twenty percent (20%) is sufficient to meet such housing needs of the City; or
3. A substantial effort is presently being carried out with other funds (either local, State or
federal) and that such efforts are equivalent in impact to twenty percent (20%) of the Tax
Revenues.
Factors Affecting Redevelopment Agencies Generally
' Other features of California law which bear on redevelopment agencies include general provisions
which require public agencies to let contracts for construction only after competitive bidding. California
statutes also provide for offenses punishable as felonies which involve direct or indirect interest of a
public official in a contract made by such official in his official capacity. In addition, the Law prohibits
a redevelopment agency or city official or employee who, in the course of his duties, is required to
35
participate in the formulation or approval of plans or policies, from acquiring any interest in property in
a redevelopment project area.
Under a State law enacted in 1974, public officials are required to make extensive disclosures
regarding their financial interests by filing such disclosures as public records. As of the date of this
Official Statement, the members of the City Council and the Agency, and other City and Agency officials _
have made the required filings.
California also has strict laws regarding public meetings (known as the Ralph M. Brown Act)
which require that all redevelopment agency and city meetings be open to the public, with certain
exceptions not applicable here.
Redevelopment agencies are required to file a statement of indebtedness with the County Auditor -
Controller not later than the first day of October, stating the amount of indebtedness of such
redevelopment agency as of the close of its fiscal year, June 30. The Agency has made such a filing for
the 1990-91 fiscal year.
RISK FACTORS
Reduction of Tax Revenues
Tax Revenues allocated to the Agency are determined by reference to the incremental assessed
valuation of taxable property in the Project Area, the current rate or rates at which property in the Project
Area is taxed, and the percentage of taxes collected in the Project Area.
Several types of events which are beyond the control of the Agency could occur and cause a
reduction in available Tax Revenues. First a reduction of taxable values of property or tax rated in the
Project Area or a reduction of the rate of increase in taxable values of property in the Project Area caused
by economic or other factors beyond the Agency's control (such as a relocation out of the Project Area
by one or more major property owners, successful appeals by property owners for a reduction in a
property's assessed values, a reduction of the general inflationary rate, a reduction in transfers of
property, construction activity or other events that permit reassessment of property at lower values, or
the destruction of property cause by natural or other disasters, including earthquake) could occur, thereby
causing a reduction in Tax Revenues. This risk increases in proportion to the percent of total assessed
value attributable to any single assessee in the Project Area. A table showing the largest taxpayers in the
Project Area is set forth herein under the heading "Major Taxpayers". Second, the California electorate
or Legislature could adopt limitations with the effect of reducing Tax Revenues payable to the Agency.
Third, a reduction in the tax rate applicable to property in the Project Area by reason of discontinuation
of certain override tax levies in excess of the 1 % basic levy, will reduce Tax Revenues available to pay
debt service. The existing average tax rate in the Project Area is approximately 1.045% and the amount
in excess of 1 % is attributable to certain overrides of taxing entities. See "TAX REVENUES - Historical
Tax Rates" below. Such override can be expected to decline over time until it reaches the 1 % basis levy
and may be discontinued at any time, which may cause a reduction in Tax Revenues. The projections
of growth in Tax Revenues set forth under "Projected Tax Revenues" herein, assume no increase in the
rate of tax. Additionally, delinquencies in the payment of property taxes by the owners of land in the
Project Area could have an adverse effect on the Agency's ability to make timely debt service payments.
See "TAX REVENUES - Tax Levies and Delinquencies" for a discussion of historical Citywide
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delinquencies. The Agency believes the historical delinquency experience in the Project Area has been
not greater than the Citywide historical experience.
Tax Revenues allocated to the Agency are distributed throughout the year in installments, with
a first main installment in December, a second main installment in April of the succeeding fiscal year and
a final payment by the end of May in that year. The payments are adjusted to reflect actual collections.
The projections of Tax Revenues set forth under "Projected Tax Revenues" herein, assume annual
inflationary increases in the Project Area of two percent (2%), plus additional growth in the Project Area
of: $16,027,202 for fiscal year 1991-92; $3,639,972 for fiscal year 1992-93 and two and one-half
percent (2.5%) thereafter. The Agency believes these assumptions are reasonable, but such growth is
not assured. Any reduction in Tax Revenues, whether for any of the foregoing reasons or any other
reason, could have an adverse effect on the Agency's ability to pay the principal of and interest on the
Bonds.
Article XIII A of the State Constitution
On June 6, 1978, California voters approved Proposition 13, or the Jarvis -Gann Initiative, which
added Article XIII A to the State Constitution. The Principal thrust of Article XIII A is to limit 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 III A defines "full cash value" to mean "the County Assessor's valuation
of real property as shown on the 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 XIII A 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 XIII A exempts from the 1 % tax limitation any voter approved indebtedness incurred prior
to July 1, 1978, requires a vote of two-thirds of the qualified electorate to impose special taxes, or certain
additional ad valorem taxes, and requires the approval of two-thirds of all members of the State
Legislature to change any State tax laws resulting in increased tax revenues.
On September 22, 1978, the California Supreme Court upheld the general validity of Article XIII
A against a series of challenges which attacked the Jarvis -Gann Initiative as a whole (Amador Valley Joint
Union School Districtvs. State Board of Equalization, 22 Cal. 3d 208 (1978)). The Court found that
it was premature to rule on the claim that Article XIII A impermissible interfered with contracts in
violation of the U.S. Constitution, stating that such a challenge must come when a specific contract or
obligation is impaired.
The Agency has no power to levy and collect taxes. Any further reduction in the tax rate or the
implementation of any constitutional or legislative property tax de -emphasis will reduce the Tax
Revenues, and, accordingly, would have an adverse impact on the ability of the Agency to pay debt
service on the Bonds.
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Constitutional Challenge to Property Tax System
In January of 1989, the United States Supreme Court in Allegheny Pittsburgh Coal Co. vs
Webster County Commission (the "West Virginia case") ruled invalid a system of property taxation in
the State of West Virginia which taxed similarly situated properties differently based on when property
was originally acquired by the taxpayer.
Under Article XIII A, the basic 1 % ad valorem tax levy is applied against the assessed value of
the property as of the taxpayer's date of acquisition, subject to certain adjustments described above. This
system results in widely varying amounts of tax on similarly situated properties based on differences in
the taxpayer's date of acquisition of property. While the Supreme Court, in the West Virginia case,
expressly disclaimed consideration of the application of its decision to California's system of property
taxation, the decision may call into question the validity of the California system under Article XIII A.
The Agency is informed that lawsuits have been filed in the Superior Courts of various counties raising
this issue in light of the West Virginia case. Further litigation may ensue based on the West Virginia
case and the Agency cannot predict, at this time, the possible effects of such litigation or its impact on
the amount of tax increment revenues to be received by the Agency.
Property Tax Collection Procedures
In California, property which is subject to ad valorem taxes is classified as "secured" or
"unsecured". 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 alien against the
taxed unsecured property, but may become a lien on certain other property owned by the taxpayer.
Every tax which becomes a lien on secured property has priority over all other liens arising pursuant to
State law, on the secured property, regardless of the time of the creation of other liens.
Secured and unsecured property are entered separately on the assessment roll maintained by the
county assessor. The method of collecting delinquent taxes is substantially different for the two
classifications of property. 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. The taxing authority has 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 judgement lien on certain property
of the taxpayer, (iii) filing a certificated of delinquency for record in the county recorder's office to
obtain a lien on certain property of the taxpayer, and (iv) seizing and selling personal property,
improvements or possessory interests belonging or assessed to the assessee.
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 sold to the
State on or about March 30 of the 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 the first day of the third month following the delinquency
date.
The valuation of property is determined as of March 1 each year and installments of taxes levied
upon secured property become delinquent on the following December 10 and April 10.. Taxes on
unsecured property are due March 1 and become delinquent August 31 and such taxes are levied at the
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prior year's secured tax rate. The valuation of State assessed property is determined on March 1 of each
year.
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 March 1 tax lien date following the change and this delayed the realization of increased
property taxes from the new assessments for up to 14 months. This statute provides increased revenue
to redevelopment agencies to the extent that supplemental assessments of new construction or changes of
ownership occur within the boundaries of redevelopment projects subsequent to the March 1 lien date.
To the extent such supplemental assessments occur within the Project Area, Tax Revenues may increase.
Appropriations Limitation - Article XIII B
On November 1, 1979, California voters approved Proposition 4, known as the Gann Initiative,
which added Article XIII B to the State Constitution. The principal effect of Article XIII B is to limit
the annual appropriations of the State and its political subdivisions to the level of appropriations 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 the 1978/79 fiscal year,
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.
Appropriations subject to Article XIII B include generally the proceeds of taxes levied by the
State or other entity of local government, exclusive of certain State subdivisions, refunds of taxes and
benefit payments from retirement, unemployment insurance and disability insurance funds. Proceeds of
taxes include, but are not limited to, all tax revenues and the proceeds to an entity of government from
(i) regulatory licenses, user charges and user fees (but only to the extent such proceeds exceed the cost
of providing the service or regulation), and (ii) the investment of tax revenues.
Article XIII B includes a requirement that if an entity's revenues in any year exceed the amounts
permitted to be spent, the excess would have to be returned by revising tax rates or fee schedules over
the subsequent two years. Although the tax rate is assumed to decline to one percent of taxable value
and remain constant in subsequent years, current law permits taxing entities deriving revenues from the
one percent rate to reduce their levies under certain circumstances. If is the apparent intent of the law
to insulate the other taxing entities and redevelopment agencies from the effects of such reductions on
their property tax revenues.
Effective September 30, 1980, the California Legislature added Section 33678 to the
Redevelopment Law which provides that the allocation of taxes to a redevelopment agency for the
purpose of paying principal of, or interest on, loans, advances, or indebtedness shall not be deemed the
receipt by an agency of proceeds of taxes levied by or on behalf of an agency within the meaning of
Article XIII B, nor shall 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 has been upheld in two California appellate court decisions: RO
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Community Redevelopment Agency vs. Wesley, and Brown vs. Community Redevelopment Agency of
the City of Santa Ana. In the Santa Ana decision, a petition for hearing was filed by the plaintiff and
subsequently denied by the California Supreme Court. On the basis of these decisions, the Agency has
not adopted an appropriations limit.
Unitary Property
A 2890 (Statutes of 1986, Chapter 1457) provides that, commencing with the 1988/89 fiscal year,
assessed value derived from State -assessed unitary property County -wide is to be allocated as follows:
(1) 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 allocated 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
is changed from March 1 to January 1. Railroads will continue to be assessed and revenues allocated to
all tax rate areas where railroad property is sited. See "Taxable Valuation and Tax Revenues" below.
Proposition 87
Under prior State law, if a taxing entity increased the tax rate to obtain revenues to repay general
obligation debt approved by two-thirds of the voters, the redevelopment agency with a project area which
includes property affected by the tax rate increase would retain such increase as additional tax increment.
Proposition 87, approved by the voters of the State on November 8, 1988, requires that all
revenues produced by a tax rate increase go directly to the taxing entity which increases the tax rate to
repay the general obligation bonded indebtedness. As a result, redevelopment agencies no longer receive
an increase in tax increment when taxes on property on the project area are increased to repay voter
approved general obligation debt.
SAN JUAN CAPISTRANO CENTRAL REDEVELOPMENT PROJECT
The San Juan Capistrano Central Redevelopment Project was established on July 12, 1983 and
originally consisted of 904 acres. The original Project Area is an elongated piece of land running north
to south. To the south the project is bordered by the San Juan Capistrano city limits; the east side of the
Project Area runs along Interstate 5. To the west the Project Area is bordered by Camino Capistrano,
the Santa Fe Railroad line, San Juan Creek, Traduoo Creek and the eastern city limits of San Juan
Capistrano, and the north border of the Project Area is Highland which runs perpendicular to Oso Creek.
On May 15, 1984 the Redevelopment Plan for the Project Area was amended to provide for changes in
certain provisions of the Redevelopment Plan and on July 17, 1985 the Project Area was amended to
include an additional 170 acres. The amended area is located to the east of Interstate 5 and is divided
into three areas, with Interstate 5 bordering all three areas to the west. The first area is also bordered
by Mission Hills to the north and Rancho Viejo Road to the east. The second area is bordered by Rancho
Viejo Road and the San Juan Creek. The third area is located at the southern most end of the Project
Area and is bordered by Forester Ranch Road and Via de Agua to the east. On August 19, 1986, the
Project Area was further amended to include an additional 23.15 acres. The amended area is located to
the east of Pacific Coast Highway, south of the AT -SF railroad right-of-way. The amended area includes
the "Price Club" shopping center located on Camino Capistrano.
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The Agency's report to the City Council requesting the proposed Redevelopment Plan for San
Juan Capistrano Central Redevelopment Project indicated that the area had been selected as a result of
the rapid growth adversely impacting public improvements and the infrastructure within the City.
Problems such as an inability to accommodate present and future increases in traffic and parking,
hazardous erosion, and ineffective flood control due to the rapid growth act as hindrances to further
development.
The primary goal of the Agency is to alleviate current traffic problems through new roadway
construction, bridge improvements and other related public improvements. In addition, the Agency plans
to correct defective design and character of physical construction. Such correction would entail putting
power and communication lines underground, fixing sidewalks, curbs and storm water drainage and
devising buffers between commercial and residential areas. Upgrading any economic deterioration in
order to make the Project Area as aesthetically appealing as possible is another goal of the Agency.
Of particular interest in the Project Area is the City's historic town center which includes one of
the original Spanish Missions in California.
The Agency intends to continue improving, upgrading, and revitalizing this Project Area.
Specifically, the Agency would like to establish design standards which call for a "Spanish" theme,
renovate storefronts, upgrade existing rear facades and entry ways, re-sign the buildings, and upgrade
the landscaping in the area. In general, the Agency is aiming for a more attractive and neater area.
A number of new developments have recently completed or are under construction in the Project
Area. These include but are not limited to: Capistrano Business Center (Seligum), a 168,700 square foot
officetbusiness and light industrial park; Sycamore Industrial Park (Spaulding), a 63,892 square foot
office and light industrial park; Capistrano Collections, a 29,000 square foot retail shopping center;
Franciscan Plaza, a 54,200 square foot retail shopping center; Plaza Del Obisbo, a 234,648 square foot
retail shopping center; and Health Park, a square foot medical office park.
Limitations and Requirements of the Redevelopment Plan
Pursuant to the Redevelopment Plan, the total tax increment revenues received by the Agency
over the life of the Redevelopment Project cannot exceed $432,000,000. The total amount of outstanding
bonded indebtedness incurred by the Agency, payable from tax increment revenues, which can be
outstanding at any one time cannot exceed $100,000,000.
In accordance with State Law not less than twenty percent (20%) of tax increment revenues
allocated to the Agency from the Project Area shall be used for the purpose of increasing and improving
the supply of housing for families of low and moderate income.
The Redevelopment Plan also contains a provision that no loan, advance or indebtedness to
finance, in whole or in part, the Project Area shall be established after a date thirty-five (35) years from
the adoption date of the Ordinance approving the amendment of the Redevelopment Plan.
Agreements with Various Taxing Agencies
The Agency has entered into seven (7) agreements for the original project area as amended for
the allocation and distribution of tax increment revenues. The fast three agreements are with the County
of Orange which includes the County, the Orange County Flood Control District, the Orange County
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Harbors, Beaches and Parks District and the Orange County Structural Fire Fund. These agreements
provide for 17.1 % of the tax increment revenues to be passed through to the above named County taxing
agencies.
After the Agency receives a total of $315,000,000 in tax increment revenues for the Project Area,
the Agency will pay to the County taxing agencies 100% of their share of the tax increment revenues.
The fourth agreement is with the Saddleback Community College District. This agreement calls
for the Agency to pay to the District any excess of tax increment revenues over $15,000,000 during any
consecutive five year periods.
The remaining agreements are with the Capistrano Unified School District and provides that any
tax increment revenues in excess of $15,000,000 aggregated for any five year period shall be paid to the
District.
TAX REVENUES
Tax Revenues (as defined in the section "SECURITY FOR THE BONDS" herein) derived each
year from the Project Area are to be deposited in the Special Fund held by the Agency and transferred
to the Trustee and applied to the payment of the principal of and interest on the Bonds.
The Agency has retained Urban Futures, Inc, of Fullerton, California to provide, as one of its
services, projections of Taxable Valuation and the resulting Tax Revenues from developments in the
Project Area.
Historical Tax Revenues
The following is a summary of the taxable valuation and resulting Tax Revenues in the Project
Area.
San Juan Capistrano Central Redevelopment Project
Taxable Valuation
Less: Base Year
Valuation`
Incremental Valuation'
Total Tax Increment
$151,383,703
(115.951.439)
$35,432.2
1987-88
$190,012,586
(125.058.410)
$64.959.176
$195,450,960
(118365.834)
1989-90
$240,352,541
(118.237.907)
$122,114.634
Revenues' $383,990 $707,587 $935,375 $1,471,702
' Base year adjusted in accordance with AB 454.
' Incremental valuation includes locally secured, unsecured and state assessed public
utility/unitary.
' Based on receipts from City's Administrative Services Department, exclusive of pass-through
agreements to other taxing entities.
42
142 +
Projected Tax Revenues
SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY
SAN JUAN CAPISTRANO CENTRAL REDEVELOPMENT PROJECT
PROJECTED TAXABLE VALUATION AND TAX REVENUES
43
Base Year Valuation
Original
1985
1986
Proiect Area
Amendment
Amendment
1982-83
1984-95
1996Z-877
Total Assessed Valuation
$71,267,113
$37,954,603
$8,939,786
Projected Incremental Valuation and Revenues
1990-91
1991.92
1992-93
Total Assessed Valuation
$287,935,446'
$309,721,357•
$319,555,7565
Less: Base Year Valuation
118.161,502
118.161.502
118.161.502
Incremental Valuation
169,773,944
191,559,855
201,394,254
General Levy Tax Rate'
1.000
1.000
1.000
Tax Increment Revenues
1,697,739
1,915,599
2,013,943
Agency's Tax Revenues'
$984,200
$1,110.49
$1,167.507
1993-94
1994-95
1995-96
Total Assessed Valuation
$327,544,6506
$335,733,2666
$344,126,598`
Less: Base Year Valuation
118.161.502
118.161.502
118.161.502
Incremental Valuation
209,383,148
217,571,764
225,965,096
General. Levy Tax Rate'
1.000
1.000
1.000
Tax Increment Revenues
2,093,831
2,175,718
2,259,651
Agency's Tax Revenues'
$1,213,819
$1,261,290
$1,309,947
43
nm
' General levy tax rate does not include override tax rates levied on behalf of the City of San
Juan Capistrano and other taxing agencies.
' Tax revenues available to the Agency after the satisfaction of tax sharing agreements with
various taxing agencies, and assuming a property tax delinquency rate of 4%.
' Combined taxable valuation as reported by the Orange County Auditor -Controller for the
original Project Area and two amended Project Areas.
Combined taxable valuation in the Project Area has been increased by an annual growth factor
of 2%, in addition to an estimated $16,027,202 in new construction.
' Combined taxable valuation in the Project Area has been increased by an annual growth factor
of 2% in addition to an estimated $3,639,972 in new construction.
' Combined taxable valuation in the Project Area has been increased by an annual growth factor
of 2.5%.
Source: Urban Futures, Inc.
44
141,
Annual Debt Service
Set forth below is the annual debt service (assuming minimum Sinking Account payments) for
the term of the Bonds.
Aurust 1
San Juan Capistrano Central Redevelopment Project
Estimated Annual Debt Service'
Principal
Interes
Total
Debt Service
1992
0.00
500,026.04
500,026.04
1993
0.00
461,562.50
461,562.50
1994
0.00
461,562.50
461,562.50
1995
145,000.00
461,562.50
606,562.50
1996
150,000.00
452,717.50
602,717.50
1997
160,000.00
443,417.50
603,417.50
1998
170,000.00
433,337.50
603,337.50
1999
185,000.00
422,457.50
607,457.50
2000
195,000.00
410,432.50
605,432.50
2001
205,000.00
397,660.00
602,660.00
2002
220,000.00
384,130.00
604,130.00
2003
235,000.00
369,390.00
604,390.00
2004
250,000.00
353,410.00
603,410.00
2005
270,000.00
336,285.00
606,285.00
2006
290,000.00
317,655.00
607,655.00
2007
310,000.00
297,500.00
607,500.00
2008
330,000.00
275,800.00
605,800.00
2009
350,000.00
252,700.00
602,700.00
2010
375,000.00
228,200.00
603,200.00
2011
405,000.00
201,950.00
606,950.00
2012
430,000.00
173,600.00
603,600.00
2013
460,000.00
143,500.00
603,500.00
2014
495,000.00
111,300.00
606,300.00
2015
530,000.00
76,650.00
606,650.00
2016
565.000.00
39.550.00
604.550.00
TOTAL
6.725.000.00
8.006.356.04
14.731.356.04
' Based on estimated total interest cost of 7.030%.
45
Debt Service Coverage
Set forth below is the estimated coverage of Maximum Annual Debt Service on the Bonds using
the current 1990-91 fiscal year and projected fiscal year 1991-92, 1992-93, and 1993-94 Tax Revenues.
Tax Revenues
Reserve Account Earnings'
Available Revenues
Maximum Annual Debt Service
(occurring in 2005-06)
Coverage (times)
1990-91
1991-92
1.992-93
$984,200
$1,110,495
$1,167,507
47.093
47
47,093
$1,031,293
$1,157,588
$1,214,600
$607,655
$607,655
$607,655
1.70x
1.90x
2.00x
1.993-94
$1,213,819
47,093
$1,260,912
$607,655
2.07x
' Assumes moneys on deposit in the Reserve Account invested at an annual rate of seven and three-
quarters percent (7.75%).
Tax Levies and Delinquencies
The Orange County Tax Collector collects secured tax levies for each fiscal year representing
taxes levied for each fiscal year on taxable real and personal property which is situated in the County as
of the preceding March 1. Unsecured taxes are assessed and payable on March 1 and become delinquent
on August 31, in the next fiscal year. One-half of the secured tax levy is due November 1, and becomes
delinquent December 10; the second installment is due February 1, and becomes delinquent April 10.
A ten percent (10%) penalty is added to any late installment. On June 30, delinquent properties are sold
to the State.
Property owners may redeem property upon payment of delinquent taxes and penalties.
Properties sold to the State incur a redemption penalty of one and one-half percent per month of the tax
due. Properties may be redeemed under an installment plan by paying current taxes, plus 20 percent
(20%) of delinquent taxes for five years. Interest accrues at one and one-half percent per month on the
unpaid balance. If no payments have been made on delinquent taxes at the end of five fiscal years, the
property is deeded to the State. Such properties may thereafter be conveyed to the County Tax Collector
as provided by law.
A ten-year summary of the City's secured tax charges and delinquencies is provided on page 59
of the Supplemental Information section of this Official Statement.
0
nm
Major Taxpayers
Set forth below are the largest secured taxpayers within the combined Project Area.
SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY
SAN JUAN CAPISTRANO CENTRAL REDEVELOPMENT PROJECT
Ten Largest Locally Secured Taxpayers
Name 1990-91 Assessed Valuation
1.
Aminta Limited
$18,553,565
2.
WLBD San Juan Capistrano
15,053,209
3.
The Price Co.
14,078,307
4.
Capistrano Enterprises
14,011,797
5,
Capistrano Business Plaza
9,648,450
6.
Franciscan Plaza
8,456,162
7.
Stroscher Properties
5,685,448
8.
Pand K Associates
5,366,440
9.
San Juan Corp Plaza
5,083,653
10.
Marbella Plaza Partners
4•606•000
TOTAL
$100,481,317
Source: City of San Juan Capistrano
Historical Tax Rates
As discussed in RISK FACTORS, the property tax rate applicable within the Project Area is
limited to $1.00 per $100 of taxable property values plus the rate necessary to service certain
indebtedness approved by the voters. The table below presents the summary of the secured tax rate for
1990-91 for the tax rate area corresponding to the Project Area. See "RISK FACTORS - Reduction of
Tax Revenues".
San Juan Capistrano Central Redevelopment Project
Typical Total Tax Rates/$100 Assessed Valuation
(Tax Area 23039)
Capistrano Unified Bond I/R'Fund
.01400
Sub -Total School Rates
.01400
County Improvement Bonds, Election 1956 I/R Fund
.00016
Orange County Flood Control Dist - Bond I/R Fund
•00082
San Juan Capistrano City -Bonds
.02454
Basic Levy -Co., City, School, & Dist
1.00000
Metro Water Dist-Mun Orange Co -Annex /J7
.01060
Capistrano Valley Water Reservoir Bond I/R
•00217
Capistrano Valley Water Dist 1961 Bond
.00861
Total Rates on All Property
1.06090
Total Tax Rate
1.06090
Source: County of Orange, Auditor Controller
47
1
CONCLUDING INFORMATION
Financial Advisor
Urban Futures, Inc. (Urban Futures) has acted as financial advisor to the Agency concerning the
Bonds. As financial advisor, Urban Futures will receive compensation contingent upon the sale and _
delivery of the Notes.
Underwriting
The Notes have been sold at a net interest rate of -- %. The original purchase price to be paid
is $ for the Bonds. The underwriter intends to offer the Bonds to the public initially at the
price set forth on the cover page of this Official Statement, plus accrued interest from July 1, 1991,
which price may subsequently change without any requirement of prior notice.
The underwriter reserves the right to join with dealers and other underwriters in offering the
Bonds to the public. The underwriter may offer and sell Bonds to certain dealers (including dealers
depositing Bonds into investment trusts) at prices lower than the public offering prices, and such dealers
may re -allow any such discounts on sales to other dealers.
In re -offering Bonds to the public, the underwriter may overallocate or effect transactions which
stabilize. or maintain the market prices for Bonds at levels above those which might otherwise prevail.
Such stabilization, if commenced, may be discontinued at any time.
Legal Opinion and Tax Exemption
The legality of the issuance of the Bonds is subject to the approval of Stradling, Yocca, Carlson
& Rauth,. A Professional Law Corporation, Newport Beach, California, Bond Counsel. In the opinion
of Bond Counsel, subject, however to the qualifications set forth below, under existing law, the interest
on the Bonds is excluded from gross income for federal income tax purposes, and such interest is not an
item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and
corporations; provided, however, that, for the purpose of computing the alternative minimum tax imposed
on such corporations (as defined for federal income tax purposes), such interest is taken into account in
determining certain income and earnings.
The opinions set forth in the preceding paragraph are subject to the condition that the Agency
comply with all requirements of the Code that must be satisfied subsequent to the issuance of the Bonds
in order that such interest be, or continue to be, excluded from gross income for federal income tax
purposes. The Agency has covenanted to comply with each such requirement. Failure to comply with
certain of such requirements may cause the inclusion of such interest in gross income for federal income
tax purposes to be retroactive to the date of issuance of the Bonds. Bond Counsel expresses no opinion
regarding other federal tax consequences with respect to the Bonds. _
Prospective purchasers of the Bonds should be aware that (i) with respect to insurance companies
subject to the tax imposed by section 831 of the Code, section 832(b)(5)(B)(i) reduces the deduction for
loss reserves by 15 percent of the sum of certain items, including interest on the Bonds, (ii) for taxable
years beginning before January 1, 1992, interest on the Bonds earned by some corporations could be
subject to the environmental tax imposed by section a of the Code, (iii) interest on the Bonds earned by
certain foreign corporations doing business in the United States could be subject to a branch profits tax
imposed by section 884 of the Code, (iv) passive investment income, including interest on the Bonds,
may be subject to federal income taxation under section 1375 of the Code for Subchapter S corporations
that have Subchapter C earnings and profits at the close of the taxable year if greater than 25% of the
gross receipts of such Subchapter S corporation is passive investment income, and (v) section 86 of the
Code requires recipients of certain Social Security and certain Railroad Retirement benefits to take into
account, in determining the taxability of such benefits, receipts or accruals of interest on the Bonds.
In the further opinion of Bond Counsel, interest on the Bonds is exempt from California personal
income taxes.
A copy of such opinion, certified by an officer of the Agency by their facsimile signature, will
be printed on the back of each definitive Bond. A copy of such opinion is attached hereto as Appendix
C. No charge will be made to the purchaser for such printing or certification.
The legal opinion of Bond Counsel is only as to legality and is not intended to be nor is it to be
interpreted or relied upon as a disclosure document or an express or implied recommendation as to the
investment quality of the Bonds.
Legality for Investment in California
The Law provides that obligations authorized and issued under the Law shall be legal investments
for all banks, trust companies and savings banks, insurance companies, and various other financial
institutions, as well as for trust funds. The Bonds are also authorized security for public deposits under
the Law.
The Superintendent of Banks of the State of California has previously ruled that obligations of
a redevelopment agency are eligible for savings bank investment in California.
Verification of Mathematical Computations
Execution and delivery of the Bonds will be subject to the delivery by
,independent , of a report of the
mathematical accuracy of certain computations, contained in schedules provided to them by the
Underwriter, relating to (a) the adequacy of the maturing principal amount of the United States
Government Obligations held in the Escrow Fund, interest earned thereon and certain other uninvested
cash to pay principal of, premium, and interest with respect to the 1986 Bonds and (b) the computations
of actuarial yields relied upon by Special Counsel to support its opinion that the Bonds are not arbitrage
bonds within the meaning of section 148 of the Internal Revenue Code of 1986.
Certificate Insurance
has entered into a Municipal Bond insurance agreement with the Trustee
for the benefit of Bond owners. A description of and of the essential terms of the
insurance provided to Bond owners is as follows:
Rating
The Certificates will be rated by Standard & Poor's Corporation and Moody's Investor's Service
based upon the Municipal Bond Insurance Policy of . Such rating reflects only
the view of such organization and explanation of the significance of such rating may be obtained from
them as follows: Standard & Poor's Corporation, 25 Broadway, New York, New York 10004, (212) —
208-8000. There is no assurance that the ratings will continue for any given period of time or that it will
not be revised downward or withdrawn entirely by the rating agency, if, in the judgement of such agency,
circumstances so warrant. Any such downward revision or withdrawal of such rating may have an
adverse effect on the market price of the Bonds.
Miscellaneous
All of the preceding summaries of the Indenture, the 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 Agency for further
information in connection therewith.
This Official Statement does not constitute a contract with the purchasers of the 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.
The execution and delivery of this Official Statement by its Chairman has been duly authorized
by the Agency.
SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY
0
50
Chairman
1 "3
CITY OF SAN JUAN CAPISTRANO
SUPPLEMENTAL INFORMATION
SUPPLEMENTAL INFORMATION
THE CITY OF SAN JUAN CAPISTRANO
General
The City of San Juan Capistrano is located midway between Los Angeles and San
Diego and consists of approximately 12-1/2 square miles. While the City was founded as
early as 1776, it was incorporated as a general law city on April 19, 1961.
Government
The City has adopted a Council -Manager form of government. Five Council
Members are elected at large for four-year, overlapping terms and the Mayor is selected on
an annual basis from its ranks.
Population
The population of the City as of January 1, 1991, was 26,750 according to the State
Department of Finance. An historical summary of the City's population is shown below.
City of San Juan Capistrano
Population(1)
1986
The
following
information concerning the Cily of
San Juan Capistrano and
surrounding
1989
areas
is included for the purpose of supplvine general
informationregar ing the
community,
26,750
The
Notes are not a debt of the Cid of San Juan
Capistrano the State of
California
or any
of its political subdivisions and neither the
City, said State or any of its
political
subdivisions
is liable therefore.
General
The City of San Juan Capistrano is located midway between Los Angeles and San
Diego and consists of approximately 12-1/2 square miles. While the City was founded as
early as 1776, it was incorporated as a general law city on April 19, 1961.
Government
The City has adopted a Council -Manager form of government. Five Council
Members are elected at large for four-year, overlapping terms and the Mayor is selected on
an annual basis from its ranks.
Population
The population of the City as of January 1, 1991, was 26,750 according to the State
Department of Finance. An historical summary of the City's population is shown below.
City of San Juan Capistrano
Population(1)
1986
22,500
1987
23,744
1988
24,365
1989
24,497
1990
25,950
1991
26,750
(1) Annual estimates as of January 1, by the California State Department of Finance.
51
Community Service Facilities
The City of San Juan Capistrano receives police protection from the Orange County
Sheriffs Department. Fire protection is provided by the Orange County Fire Department _
and volunteer services.
Within a ten -mile radius, there are four general service hospitals and one private
hospital. Educational services are provided through the Capistrano Unified School District.
There are fifteen elementary schools, three junior high schools, and three senior high
schools. In addition, there are three private schools in San Juan Capistrano. Saddleback
Community College is just a short commute for further educational needs.
Cultural and recreational facilities include various churches representing most
denominations. There is one library which is a joint City and Orange County Public Library
called the San Juan Capistrano Library. Points of interest include the Old Mission San Juan
Capistrano, the O'Neill Museum, and the Fiesta de las Golondrinas week celebrating the
return of the swallows.
Transportation
The closest airport to the City is the Orange County Airport, which is 20 miles north
of San Juan Capistrano. The Los Angeles International Airport is 65 miles north of the City
and the San Diego Airport is 65 miles to the south.
Local bus transportation is provided by the Orange County Rapid Transit District.
Trailways provides service to other local areas and additional transcontinental service.
Amtrak provides passenger rail service and makes fourteen stops daily at the depot in San
Juan Capistrano.
Taxi Service is available and there is also easy access to Interstate S.
Climate
The climate of San Juan Capistrano is warm in the summer and moderate in the
winter. Annual average rainfall is approximately ten inches with offshore breezes prevailing.
The altitude is 104 feet above sea level.
52
Commerce
The number of establishments selling merchandise subject to sales tax an the
valuation of taxable transactions is presented in the following table.
City of San Juan Capistrano
Taxable Retail Sales
Number of Permits and Valuation of Taxable Transactions
(1) January through September
Source: State Board of Equalization
53
Retail Stores
Total of Outlets
No. of
Taxable
No. of Taxable
Permits
Transactions
Permits
Transactions
1985
202
93,379,000
733
118,858,000
1986
211
103,722,000
761
132,727,000
1987
222
119,334,000
820
167,432,000
1988
221
182,711,000
863
231,178,000
1989
246
238,104,000
900
291,518,000
1990(l)
279
179,900,000
976
224,172,000
(1) January through September
Source: State Board of Equalization
53
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54
12
Fiscal
General
Year
Government
1980-81
$ 895,495
1981-82
1,046,829
1982-83
1,108,865
1983-84
1,195,297
1984-85
1,245,404
1985-86
1,588,719
1986-87
1,682,637
1987-88
1,903,558
1988-89
2,074,748
1989-90
2,827,369
CITY OF SAN JUAN CAPISTRANO
General Governmental Expenditures by Function (1)
Last Ten Fiscal Years
(1) Includes expenditures from General, Special Revenue, Debt Service, and Capital Projects
Funds (excluding the Redevelopment Agency Debt Service and Capital Projects Funds
and the Community Housing Corporation Special Revenue Fund).
55
Capital
Public
Community
Public
Improve-
Debt
Works
Services
Safety
ments
Service
Total
$ 1,773,487
$ 513,371
$ 599,943
$ 5,360,969
$429,230
$ 9,572,495
1,759,083
595,260
703,584
3,052,359
544,997
7,702,112
1,972,074
631,694
761,008
2,296,704
507,420
7,277,765
2,146,625
765,255
833,113
953,482
507,579
6,401,351
2,053,144
1,142,481
880,603
402,078
476,990
6,200,700
2,589,286
1,374,353
956,248
879,869
442,879
7,831,354
2,677,218
1,648,001
1,098,654
2,652,675
408,933
10,168,118
2,943,597
1,908,729
1,391,784
4,229,831
663,735
13,041,234
3,061,955
2,192,711
1,658,972
5,194,487
645,310
14,828,183
3,580,804
3,187,603
1,938,221
2,111,245
646,077
14,291,319
(1) Includes expenditures from General, Special Revenue, Debt Service, and Capital Projects
Funds (excluding the Redevelopment Agency Debt Service and Capital Projects Funds
and the Community Housing Corporation Special Revenue Fund).
55
Y4
CITY OF SAN JUAN CAPISTRANO
General Governmental Revenues by Source (1)
Last Ten Fiscal Years
Special
(1) Includes revenues from General, Special Revenue, Debt Service, and Capital
Projects Funds (excluding the Redevelopment Agency Debt Service and Capital
Projects Funds and the Community Housing Corporation Special Revenue Fund).
56
Assessments
Licenses, Fees
Fines and
Fiscal Year
Taxes
Levied
and Permits
Forfeitures
1980-81
$ 2,004,663
$ 841,668
$ 1,597,602
$ 101,631
1981-82
2,209,784
714,000
1,184,241
85,038
1982-83
2,376,282
686,000
939,899
63,784
1983-84
2,936,861
658,029
1,070,211
70,654
1984-85
3,130,436
699,148
1,230,943
92,958
1985-86
3,373,522
602,000
1,774,680
82,100
1986-87
3,977,346
574,000
2,419,342
117,868
1987-88
5,352,208
620,493
3,757,923
183,782
1988-89
6,348,374
610,353
3,051,532
210,495
1989-90
6,691,298
452,741
3,062,865
244,160
(1) Includes revenues from General, Special Revenue, Debt Service, and Capital
Projects Funds (excluding the Redevelopment Agency Debt Service and Capital
Projects Funds and the Community Housing Corporation Special Revenue Fund).
56
57
158
Charges
Interest
Inter-
for Current
and Rental
governmental
Services
Other
Total
$ 1,002,402
$ 809,474
S 260,369
$524,263
$ 7,142,072
977,977
773,967
301,006
199,150
6,445,163
631,164
1,256,858
224,864
535,232
6,714,083
5822,540
775,373
359,987
602,726
7,056,381
652,955
431,829
316,882
514,456
7,069,607
739,629
1,114,855
674,406
909,966
9,271,158
1,240,443
2,196,934
1,225,993
755,087
12,507,013
1,086,110
1,984,932
176,521
480,187
13,642,156
1,074,230
557,406
210,584
228,534
12,291,508
1,300,994
912,763
321,633
207,590
13,194,044
57
CITY OF SAN JUAN CAPISTRANO
Property Tax Levies and Collections
Last Ten Fiscal Years
Data Sources:
(1) Orange County Assessor's Office.
(2) Orange County Office of Auditor -Controller.
m
Percent
Delinquent
Total
Current Tax
of Levy
Tax Col-
Total Tax
Fiscal Year
Tax Levy
Collections
Collected
lections
Collections
1980-81
$ 807,974
$ 774,228
96%
$ 18,052
$ 792,280
1981-82
916,717
854,352
93
28,530
882,882
1982-83
1,104,545
1,044,024
95
33,404
1,077,428
1983-84
1,231,476
1,177,773
96
52,411
1,230,184
1984-85
1,318,378
1,232,484
93
52,840
1,285,324
1985-86
1,441,414
1,374,468
95
48,777
.1,423,245
1986-87
1,768,510
1,687,980
95
119,551
1,807,531
1987-88
1,853,210
1,777,073
96
75,946
1,853,019
1988-89
1,977,213
1,920,810
97
59,636
1,980,446
1989-90
2,329,350
2,221,913
95
44,691
2,266,604
Data Sources:
(1) Orange County Assessor's Office.
(2) Orange County Office of Auditor -Controller.
m
Percent of
Percent of
Total Tax
Outstanding
Delinquent
Collections
Delinquent
Taxes to
to Tax Levy
Taxes
Tax Levy
98%
$ 21,955
3%
96
22,416
2
98
51,817
5'
100
51,265
.4
97
85,894
7
99
66,946
5
102
80,530
5
100
76,137
4
100
56,403
3
97
107,437
5
59
nub
CITY OF SAN JUAN CAPISTRANO
Assessed Valuations (before redevelopment increment deduction)
Source: California Municipal Statistics, Inc.
.o
Local Secured
Utilijy
Unsecured
Total
1986-87
$1,181,503,617
$44,054,420
$51,112,827
$1,276,670,864
1987-88
1,269,905,554
48,654,420
58,154,763
1,376,714,737
1988-89
1,391,819,121
1,431,619
57,109,487
1,450,360,227
1989-90
1,686,223,238
1,396,335
64,976,006
1,752,596,579
1990-91
1,994,277,179
1,368,996
159,819,818
2,155,465,993
Source: California Municipal Statistics, Inc.
.o
CITY OF SAN JUAN CAPISTRANO
Property Tax Rates - All Overlapping Governments (1)
(Per $100 of Assessed Value)
Last Ten Fiscal Years
City of San Juan Capistrano - Debt Service
Orange County - General
Orange County Building Authorities
Orange County Flood Control District
Metropolitan Water District - Debt Service
Capistrano Valley Water District - Debt Service
Capistrano Valley Water District. Zone #1
Capistrano Valley Water District, Zone #2
Capistrano Valley Water District, Zone #3
Moulton Niguel Water District - Debt Service
Moulton Niguel Water District, I.D. #1
Tri -Cities Municipal Water District - Debt Service
Capistrano Beach Sanitary District - Debt Service
Saddleback Community College District - Debt Service
Capistrano Unified School District - Debt Service
Total Overlapping Governments
(1) Orange County Assessor
61
2
1980-81
1981-82
1982-83
$ .0625
$ .0625
$ .0625
1.000
1.000
1.000
.0005
.0005
.0004
.0033
.0027
.0024
.0445
.0402
.0188
.1490
.1262
.0162
.0108
.0088
.0068
.0964
.0805
.0769
.0186
.0175
.0138
.2006
.2062
.0432
.1388
.1595
.1588
.0286
.0282
.0247
.0143
.0083
.0058
.0049
.0039
.0033
.1681
.1149
.0663
$ 1.9409 $ 1.8599 $ 1.4999
1983-84
1984-85
1985-86
1986-87
1987-88
1988-89
1989-90
$ .0625
$ .0625
$ .0625
$ .0625
$ .0625
$ .0625
$ .0031
1.000
1.000
1.000
1.000
1.000
1.000
1.000
.0004
.0003
.0003
.0002
.0002
.0002
.0002
.0021
.0018
.0016
.0014
.0011
.0011
.0009
.0049
.0174
.0181
.0162
.0113
.0110
.0132
.0133
.0114
.0104
.0100
.0087
.0079
.0059
.0059
.0050
.0042
.0016
-
.0309
0022
.0558
.0441
.0431
.0395
.0033
.0309
.0129
.0121
.0104
.0092
.0087
.0073
.0070
.0056
.0390
.0334
.0295
.0456
.0236
.0194
.0138
.1988
.1488
.1601
.1329
.1986
.1688
.0879
.0206
.0177
.0208
.0174
.0140
.0134
-
.0054
-
-
-
-
-
-
.0032
.0024
.0022
.0019
.0012
.0197
-
.0399
.0351
.0336
.0341
.0239
.0239
.0183
$ 1.4639
$ 1.3903
$ 1.3956
$ 1.3720
$ 1.3547
$ 1.3671
$ 1.1640
62
CITY OF SAN JUAN CAPISTRANO
TEN LARGEST LOCALLY SECURED TAXPAYERS
Name 1990-91 Assessed Valuation
LUSK COMPANY 24,808,440
AMINTA LIMITED 18,553,565
PACIFIC POINTE PARTNERS 14,816,214
SAN JUAN CREEK ASSOCIATES 14,556,000
CAPISTRANO ENTERPRISES 14,011,797
MARBELLA DEVELOPMENT CO. 13,614,291
WLBD SAN JUAN CAPISTRANO 11,273,082
THE PRICE CO. 9,675,379
FRANCISCAN PLAZA 8,456,162
CAPO BUSINESS PLAZA 7,378,884
63
d CITY OF SAN JUAN CAPISTRANO
4
Special Assessment Collections
Last Nine Fiscal Years
Note:
Special assessment bonds were issued in 1980 in the principal amount of $5,299,266.
Property owners in the Improvement District 78-3 are assessed each year in the amount
necessary to meet interest and principal payments on these bonds, which mature
to 1996.
64
Current
Current
Ratio of
Total
Assessments
Assessments
Collections to
Outstanding
Fiscal Year
Due
Collected
Amounts Due
Assessments
1981-82
$744,258
$744,258
1000/0
$ -
1982-83
714,000
714,000
100
-
1983-84
686,000
638,664
93
47,336
1984-85
658,000
595,190
90
62,810
1985-86
596,554
596,354
99
200
1986-87
602,000
601,600
99
400
1987-88
574,000
573,600
99
400
1988-89
538,459
538,459
100
-
1989-90
484,413
484,213
99
200
Note:
Special assessment bonds were issued in 1980 in the principal amount of $5,299,266.
Property owners in the Improvement District 78-3 are assessed each year in the amount
necessary to meet interest and principal payments on these bonds, which mature
to 1996.
64
CITY OF SAN JUAN CAPISTRANO
1990-91 Assessed Valuation: $1,985,692,049 (after deducting $169,773,944
redevelopment
tax allocation
increment)
DIRECT AND OVERLAPPING BONDED DEBT:
% Applicable
Debt 5/1/91
Orange County
1.406%
$ 19,262
Orange County Building Authorities
1.406
2,758,477
Orange County Flood Control District
1.406
76,978
Metropolitan Water District
0.287
2,009,057
Municipal Water District of Orange County Water Facilities Corporation
2.164
1,350,336
Orange County Waterworks District #4.
91.263
1,533,218
Orange County Waterworks District #4, Zone #2
100•
215,000
Orange County Waterworks District #4, Zone #3
99.824
171,697
Capistrano Beach Sanitary District and Certificates of Participation
Various
18,684
Moulton -Niguel Water District and Certificates of Participation
7.836
14,911
Saddleback Community College District Certificates of Participation
4.001
1,025,856
ified School District (Various issues)
10.903-10.936
877,716
City of San Juan Capistrano
100.
14,045,000
(1) City of San Juan Capistrano 1915 Act Bonds
100.
1,750,000
TOTAL GROSS DIRECT AND OVERLAPPING BONDED DEBT
$25,866,192
(2) Less: MWDOC Water Facilities Corporation (100% self-supporting) 1,350,336
Moulton -Niguel Water District Certificates of Participation (100% self-supporting)�4 8
TOTAL NET DIRECT AND OVERLAPPING BONDED DEPT $24,511,052
(1) Excludes tax allocation bonds.
(2) Excludes tax and revenue anticipation notes, revenue and mortgage revenue bonds and non -bonded
capital lease obligations.
Ratios to Assessed Valuation:
Direct Debt 0.71%
Total Gross Debt 1.30%
Total Net Debt 1.23%
STATE SCHOOL BUILDING AID REPAYABLE AS OF 6/30/90: $42,736
YV:(S4W)
Source: California Municipal Statistics, Inc.
65
Assessed value
Plus exempt property
Total Assessed Value
CITY OF SAN JUAN CAPISTRANO
Computation of Legal Debt Margin
June 30, 1990
Debt limit —15% of total assessed value
Amount of debt applicable to debt limit
Legal Debt Margin
$ 1,753,051,000
44,596,959
$ 1,797,649,953
$ 269,647,493
$ 269,647,493
Fiscal
Popula-
Year
tion
1980-81
19,679
1981-82
20,294
1982-83
20,880
1983-84
21,380
1984-85
22,338
1985-86
22,478
1986-87
23,727
1987-88
24,390
1988-89
24,315
1989-90
25,268
CITY OF SAN JUAN CAPISTRANO
Ratio of Net General Bonded Debt to Assessed Value
and Net Bonded Debt per Capita
Last Ten Fiscal Years
Assessed
Value
546,721,000
672,710,000
817,978,000
940,289,000
1,001,590,000
1,109,682,000
1,211,858,000
1,281,565,000
1,340,449,000
1,753,051,000
67
Ratio of
Net Bond-
Net
ed Debt
Bonded
General
Less Debt
Net
to Net
Debt
Bonded
Service
Bonded
Assessed
per
Debt
Fund
Debt
Value
Capita
630,000
201,101
428,899
.00078
22
570,000
161,338
408,662
.00060
20
510,000
127,926
382,074
.00047
18
445,000
99,048
345,952
.00037
16
375,000
74,506
300,494
.00030
14
305,000
56,451
248,549
.00022
11
235,000
50,315
184,685
.00015
8
160,000
53,220
106,780
.00008
4
80,000
63,033
16,967
.00001
.7
-
40,247
-
.00000
.0
67
(1) Includes expenditures from General, Special Revenue, Debt Service, and Capital
Projects Funds (excluding the Redevelopment Agency Debt Service and Capital
Projects Funds and the Community Housing Corporation Special Revenue Fund).
M
CITY OF SAN JUAN
Ratio of Annual Debt Service Expenditures for
General Bonded Debt to Total General Expenditures(1)
Last Ten Fiscal Years
Ratio of
Debt Service
Total
Expenditures to
Debt Service Total General
Total General
Fiscal Year
Expenditures Expenditures
Expenditures
1980-81
$429,230 $ 9,572,495
.0096
1981-82
544,997 7,702,112
.0119
1982-83
507,420 7,277,765
.0123
1983-84
507,579 6,855,920
.0270
1984-85
476,900 6,200,700
.0195
1985-86
442,879 7,831,354
.0151
1986-87
408,933 10,168,118
.0113
1987-88
663,735 12,461,234
.0067
1988-89
645,310 14,288,183
.0059
1989-90
646,077 14,291,319
.0452
(1) Includes expenditures from General, Special Revenue, Debt Service, and Capital
Projects Funds (excluding the Redevelopment Agency Debt Service and Capital
Projects Funds and the Community Housing Corporation Special Revenue Fund).
M
Construction Activity
The following table is a five-year summary of the valuation of building permits issued by the city
City of San Juan Capistrano
Building Permit Valuation
(Valuation in Thousands of Dollars)
1987 1988 1989 1990 19911
Residential
New Single -Dwelling
New Multi -Dwelling
Additions, Alterations
Total Residential
Non-residential
New Commercial
New Industrial
Other
Additions, Alterations
Total Non-residential
Total Valuation
Number of New Dwelling Units
Single -dwelling
Multi -dwelling
Total Units
36,347
54,521
36,901
27,908
NA.
11,252
7,715
369
0
N.A.
_ 359
1.091
1.542
4.363
N.A.
47,958
63,327
38,812
32,271
2,095
3,178
21,279
17,692
7,396
NA.
1,567
0
0
0
NA.
869
2,352
1,218
900
NA.
563
412
1.409
N.A.
6,177
24,043
70,319
11,116
3,339
54,135
87,370
59,131
43,387
5,434
201
251
184
75
3
M
-0
4
A
A
292
316
188
75
3
As of April, 1991.
Source: Building Permit Summary - California Cities and Counties, published by the Construction Industry
Research Board, Burbank, CA
Utilities
Water is supplied by the Capistrano Valley Water District. San Diego Gas & Electric supplies electric power
while Southern California Gas Company provides natural gas. The City has a contract with Sclag Disposal to
provide for trash disposal. Telephone service is available through Pacific Bell and cable television is available
through Dimension Cable.
1_71 CITY OF SAN JUAN CAPISTRANO
Miscellaneous Statistics
June 30, 1990
Date of incorporation .............................................. 1961
Form of Government ............................................. Council/Manager
Area.......................................................... 12.5square miles
Population..................................................... 25.268
Fire protection ................................................... County of Orange
Police protection ................................................. County of Orange
Sewers........................................................58.18 miles
Hard surface streets .............................................. 47.17 miles
Building permits issued ............................................ 911
Employees:
Classified.................................................... 64
Exempt...................................................... 80
Dwelling units history:
1972 ........................................................2,100
1974 ........................................................3,800
1976 ........................................................5,515
1978 ........................................................6,591
1980 ........................................................7,175
1982 ........................................................8,011
1984 ........................................................8,360
1986 ........................................................8,830
1988 ........................................................9.127
1990 ........................................................9,216
Dwelling units by type, 1989-90
Single family .................................................. 7,984
Townhouses, apartments ........................................ 563
Mobilehomes .................................................1,015
Data Source:
City Departments of Community Planning and Development and Engineering.
Fro
APPENDIX A
CITY OF SAN JUAN CAPISTRANO
ANNUAL FINANCIAL AND COMPLIANCE REPORT
JUNE 30, 1990
1744
SAN JUAN CAPISTRANO
CO1vIMUNITY REDEVELOPMENT AGENCY
Annual Financial and Compliance Report
June 30, 1990
Moreland &�aaoca . �•
CERTMED PUBLIC ACCOUNTANTS
„l SAN JUAN CAPISTRANO
COMMUNITY REDEVELOPMENT AGENCY
JUNE 30, 1990
TABLE OF CONTENTS
FINANCIAL SECTION Page
Independent Auditors' Report
General Purpose Financial Statements:
- Combined Balance Sheet - All Fund Types and Account Groups
- Combined Statement of Revenues, Expenditures, and
Changes in Fund Balances - All Governmental Fund Types
- Combined Statement of Revenues, Expenditures, and
Changes in Fund Balances - Budget and Actual -
All Governmental Fund Types
Votes to Financial Statements
Combining and Individual Fund Financial Statements:
Special Revenue Funds
- Combining Balance Sheet 19
- Combining Statement of Revenues, Expenditures, and
Changes in Fund Balances 20
- Statement of Revenues, Expenditures, and Changes in
Fund Balance - Budget and Actual - HCD Los Rios
Housing Special Revenue Fund 21
- Statement of Revenues, Expenditures, and Changes in
Fund Balance - Budget and Actual - RV Storage
Facility Special Revenue Fund 22
- Statement of Revenues, Expenditures, and Changes in
Fund Balance - Budget and Actual - Capistrano Depot
Restaurant Special Revenue Fund 23
Capital Projects Fund Accounts
- Combining Balance Sheet 24
- Combining Statement of Revenues, Expenditures, and
Changes in Fund Balances 25
- Statement of Revenues, Expenditures, and Changes in
Fund Balance - Budget and Actual - Redevelopment
Projects Capital Projects Account 26
- Statement of Revenues, Expenditures, and Changes in
Fund Balance - Budget and Actual - Tax Allocation
Note Capital Projects Account 27
COMPLIANCE SECTION
Independent Auditors' Compliance Report 29
Moreland &�eoctia , Jnrl 610 NEWPORT CENTER ORNE $ 2660 1
NEWPORT BEACH, CALIFORNIA 92660
CERTIFIED PUBIC ACCOUNTANTS (7ta) 760-9788
December 12, 1990
The Board of Directors
San Juan Capistrano Community Redevelopment Agency
Independent Auditors' Report
We have audited the general purpose financial statements of the San Juan Capistrano
Community Redevelopment Agency as of and for the year ended June 30, 1990, as listed
in the table of contents. These financial statements are the responsibility of the San Juan
Capistrano Community Redevelopment Agency management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards. Those
standards require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the general purpose financial statements referred to above present fairly,
in all material respects, the financial position of the San Juan Capistrano Community
Redevelopment Agency at June 30, 1990, and the results of its operations for the year
then ended, in conformity with generally accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the general purpose
financial statements taken as a whole. The combining and individual fund financial
statements listed in the table of contents are presented for purposes of additional analysis
and are not a required part of the general purpose financial statements of the San Juan
Capistrano Community Redevelopment Agency. The information has been subjected to
the auditing procedures applied in the audit of the general purpose financial statements
and, in our opinion, is fairly presented in all material respects in relation to the general
purpose financial statements taken as a whole.
SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY
-1177 Combined Balance Sheet - Ail Fund Types and Account Groups
June 30, 1990
Assets
Cash and investments (Note 3)
Cash and investments with fiscal agents
(Notes 3 and 5)
Taxes receivable
Interest receivable
Accounts receivable
Due from other funds
Advances to other funds
Due from other governments
Deposits
Fixed assets held for resale
Property, buildings and equipment, at cost (Note 4)
Amount available for retirement of long-term debt
Amount to be provided for
retirement of long-term debt
Total Assets
Liabilities and Fund Equity
Liabilities:
Accounts payable
Deposits
Due to other funds
Advances from other funds
Due to other government agencies
Bond anticipation note payable
Contracts payable (Note 5)
Notes payable (Note 5)
Tax allocation notes payable (Note 5)
Cooperation agreement (Note 5)
Total Liabilities
Fund Equity:
Investment in general fixed assets
Fund Balances:
Reserved for debt service (Note 5)
Reserved for fixed assets held for resale
Reserved for long-term advances
Designated for capital projects
Unreserved, undesignated
Total Fund Equity
Total Liabilities and Fund Equity
See Accompanying Notes to Financial Statements.
2
Governmental Fund Types
Special
Debt
Capital
Revenue
Service
Projects
$ 6,102
$ 1,943,050
$ 880,897
51,210
5,554
57,031
4,680
4,876
192
724,989
174,400
102,313
1,123,280
10,000
8,651,568
S 123,095 S 942,537 $ 12,674,510
$ 4,148 S 188,279 $ 396,920
12,300 8,500
35,146 689,843
174,400
3,307
229,301 878,122 405,420
178,125
8,651,568
174,400
3,443,122
(106,206) (113,710)
(106,206) 64,415 12,269,090
$ 123,095 $ 942,537 $ 12,674,510
Account Groups
General General Long -
Fixed Assets Term Debt
S 4,245,300
$ 64,415
28,396,213
$4,245,300 S 28,460,628
$ 1,423,065
17,127,563
6,250,000
3,660,000
28,460,628
S4,245,300
4,245,300
$ 4,245,300 $ 28,460,628
Totals
(Memorandum Only)
1990
1989
S 1,949,152
S 1,273,083
880,897
772,520
51,210
75,909
62,585
52,563
9,748
41
724,989
18,621
174,400
78,000
1,225,593
1,015,286
10,000
13,822
8,651,568
8,576,719
4,245,300
4,245,300
64,415
890,457
28,396,213 18,269,383
$ 46,446,070 S 35,281,704
$ 589,347
$ 543,335
20,800
36,579
724,989
18,621
174,400
78,000
3,307
15,702
16,472,599
6,000,000
1,423,065
1,792,405
17,127,563
7,457,435
6,250,000
6,250,000
3,660,000
3,660,000
29,973,471 25,852,077
4,245,300 4,245,300
178,125
890,457
8,651,568
8,576,719
174,400
78,000
3,443,122
(219,916)
(4,360,849)
16,472,599
9,429,627
$ 46,446,070 S 35,281,704
Cl
SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY
Combined Statement of Revenues, Expenditures, and Changes
t, in Fund Balances - All Governmental Fund Types
For the Year Ended June 30, 1990
Revenues:
Taxes
Intergovernmental
Interest and rental income
Restaurant sales
Other income
Total Revenues
Expenditures:
Current:
Administration
Maintenance and operations
Professional services
Capital expenditures
Debt service:
Principal
Interest
Developer participation payment
Total Expenditures
Excess (Deficiency)
of Revenues Over
Expenditures
Other Financing Sources (Uses):
Proceeds from long-term debt
Proceeds from cooperation agreement
Proceeds from sale of property
Operating transfers in
Operating transfers out
Total Other Financing
Sources (Uses)
Excess (Deficiency) of Revenues
and Other Sources Over
Expenditures and Other Uses
Fund Balances, (Deficit) Beginning
Fund Balances, (Deficit) Ending
See Accompanying Notes to Financial Statements.
4
Special Debt Capital
Revenue Service Projects
S 1,471,702
$ 114,813 450,489 S 77,843
128,115 82,388 316,572
355,806
378 8,203
599,112 2,004,579 402,618
540,938
251,661 481,594
356,150
1,247,540
464,494
2,033,702
352,540
540,938 3,102,397 2,085,284
58,174 (1,097,818) (1,682,666)
64,860 9,700,422
74,360 206,916 145,341
(225,341) (201,276)
(150,981) 271,776 9,644,487
(92,807) (826,042) 7,961,821
(13,399) 890,457 4,307,269
$ (106,206) $ 64,415 S 12,269,090
Totals
(Memorandum Only)
1990
1989
S 1,471,702 S
935,375
643,145
303,889
527,075
527,535
355,806
822,406
8,581
92,674
3,006,309
2,681,879
733,255
433,996
540,938
963,098
356,150
663,876
1,247,540
5,961,822
464,494
236,112
2,033,702
1,538,991
352,540
5,728,619 9,797,895
(2,722,310) (7,116,016)
9,765,282 1,268,137
3,660,000
3,747,387
426,617 1,443,956
(426,617) (1,443,956)
9,765,282 8,675,524
7,042,972 1,559,508
5,184,327 3,624,819
S 12,227,299 S 5,184,327
E
I
181
SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY
Combined Statement of Revenues, Expenditures, and Changes in Fund Balances
Budget and Actual - All Governmental Fund Types
For the Year Ended June 30, 1990
Revenues:
Taxes
Intergovernmental
Interest and rental income
Restaurant sales
Other income
Total Revenues
Expenditures:
Current:
Administration
Maintenance and operations
Professional services
Capital outlay
Debt service:
Principal
Interest
Developer participation payment
Total Expenditures
Excess (Deficiency) of
Revenues Over Expenditures
Other Financing Sources (Uses):
Proceeds from long-term debt
Operating transfers in
Operating transfers out
Total Other Financing
Sources (Uses)
Excess (Deficiency) of Revenues
and Other Sources Over
Expenditures and Other Uses
Fund Balances, Beginning
Fund Balances (Deficit), Ending
See Accompanying Notes to Financial Statements.
6
Special Revenue
Variance
Favorable
Budget Actual (Unfavorable)
$ 117,000
117 nnn
27,000
$ 114,813
128,115
355,806
97a
SQQ 1151
540,938
$ 114,813
11,115
355,806
378
482,112
(513,938)
27,000 540,938 (513,938)
90,000 58,174 (31,826)
74,360 74,360
(95,000) (225,341) (130,341)
(95,000) (150,981) (55,981)
(5,000) (92,807) (87,807)
(13,399) (13,399)
$ (18,399) S (106,206) 5 (87,807)
Budget
S 965,000
Debt Service
Actual
$ 1,471,702
182,E
Capital Projects
Variance Variance
Favorable Favorable
(Unfavorable) Budget Actual (Unfavorable)
S 506,702
450,489 450,489 $ 2,480,000 S 77,843 S (2,402,157)
82,388 82,388 250,000 316,572 66,572
8,203 8,203
965,000 2,004,579 1,039,579 2,730,000 402,618 (2,327,382)
159,000 251,661 (92,661) 423,400 481,594 (58,194)
872,000 356,150 515,850
3,867,000 1,247,540 2,619,460
1,690,600 464,494 1,226,106
1,636,550 2,033,702 (397,152)
352,540 (352,540)
3,486,150 3,102,397 383,753 5,162,400 2,085,284 3,077,116
(2,521,150) (1,097,818) 1,423,332 (2,432,400) (1,682,666) 749,734
64,860 64,860 4,000,000 9,700,422 5,700,422
2,521,150 206,916 (2,314,234) 15,000 145,341 130,341
(2,441,150) (201,276) 2,239,874
2,521,150 271,776 (2,249,374) 1,573,850 9,644,487 8,070,637
(826,042) (826,042) (858,550) 7,961,821 8,820,371
890,457 890,457 4,307,269 4,307,269
$ 890,457 S 64,415 $ (826,042) S 3,448,719 $ 12,269,090 S 8,820,371
(Continued)
7
SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY
Combined Statement of Revenues, Expenditures, and Changes in Fund Balances
Budget and Actual - All Governmental Fund Types (Continued)
For the Year Ended June 30, 1990
Revenues:
Taxes
Intergovernmental
Interest and rental income
Restaurant sales
Other income
Total Revenues
Expenditures:
Current:
Administration
Maintenance and operations
Professional services
Capital outlay
Debt service:
Principal
Interest
Developer participation payment
Total Expenditures
Excess (Deficiency) of
Revenues Over Expenditures
Other Financing Sources (Uses):
Proceeds from long-term debt
Operating transfers in
Operating transfers out
Total Other Financing Sources (Uses)
Excess (Deficiency) of Revenues
and Other Sources Over
Expenditures and Other Uses
Fund Balance, Beginning
Fund Balance, Ending
See Accompanying Notes to Financial Statements.
8
Totals (Memorandum Only)
Variance
Favorable
Budget Actual (Unfavorable)
$ 965,000 S 1,471,702 S 506,702
2,480,000 643,145 (1,836,855)
367,000 527,075 160,075
355,806 355,806
8,581 8,581
3,812,000 3,006,309 (805,691)
582,400
27,000
872,000
3,867,000
1,690,600
1,636,550
8,675,550
733,255
540,938
356,150
1,247,540
464,494
2,033,702
352,540
5,728,619
(4,863,550) (2,722,310)
4,000,000
2,536,150
(2,536,150)
4,000,000
(863,550)
9,765,282
426,617
(426,617)
9,765,282
7,042,972
5,184,327 5,184,327
(150,855)
(513,938)
515,850
2,619,460
1,226,106
(397,152)
(352,540)
2,946,931
2,141,240
5,765,282
(2,109,533)
2,109,533
5,765,282
7,906,522
$ 4,320,777 $ 12,227,299 S 7,906,522
SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY 184
Notes to Financial Statements
June 30, 1990
1. Summary of Significant Accounting Policies
Description of Funds and Account Groups
The accounts of the Agency are organized on the basis of funds and account groups
as described below:
Govemmental Funds:
The Special Revenue Funds are used to account for specific revenues that are
legally restricted to expenditure for specific purposes. The Agency's special revenue
funds relate to the operations of the RV Storage Facility, the Los Rios Housing
Area and the Capistrano Depot Restaurant.
The Debt Service Fund is used to account for the accumulation of resources for, and
the payment of principal, interest and related costs of tax allocation bonds, advances
from the City, contracts and notes payable.
The Capital Projects Fund is used to account for the financial resources used in
developing the project area as well as the administrative expenditures incurred in
sustaining Agency activities.
Account Groups:
The General Fixed Assets Account Group is used to account for capital assets of the
RV Storage Facility, the Los Rios Housing Area, and the Capistrano Depot
Restaurant.
The General Long Term Debt Account Group is used to record the outstanding
principal balance of the Agency's long-term debt obligations.
Basis of Accountin
Basis of accounting refers to when revenues and expenditures are recognized in the
accounts and reported in the financial statements. Basis of accounting relates to the
timing of the measurements made, regardless of the measurement focus applied.
The governmental funds are accounted for using the modified accrual basis of
accounting. Their revenues are recognized when they become measurable and
available as net current assets.
Expenditures are generally recognized under the modified accrual basis of
accounting when the related fund liability is incurred. An exception to this general
rule is principal and interest on general long-term debt which is recognized when
due.
1 85
SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY
Notes to Financial Statements (Continued)
- June 30, 1990
Aeencv Financial Reporting
In conformance with GASB Cod. Sec. 2100, "Defining the Governmental Reporting
Entity," the Agency's financial activities will be included with financial activities of
the City of San Juan Capistrano for financial reporting purposes.
Memorandum Only Totals and Comparative Data
Columns in the accompanying financial statements captioned "Totals (Memorandum
Only)" are not necessary for a fair presentation of the financial statements in
accordance with generally accepted accounting principles, but are presented as
additional analytical data.
Comparative total data for the prior year have been presented in the accompanying
financial statements in order to provide an understanding of changes in the Agency's
financial position and operations. However, comparative (i.e., presentation of prior
year totals by fund type) data have not been presented in each of the statements
since their inclusion would make the statements unduly complex and difficult to
read. Certain reclassifications have been made to the prior year data to conform
to the current year presentation.
Investments
The Agency's investments are stated at cost, which approximates market value (see
Note 3).
General Fixed Assets
General fixed assets are recorded as expenditures in the Capital Projects Fund and
capitalized in the General Fixed Assets Account Group at cost. No depreciation is
recorded on general fixed assets.
Fixed Assets Held for Resale
Fixed assets acquired by the Agency and held for resale are recorded at cost unless
market value is determined to be below cost.
Overhead Expense Allocations
The California Community Redevelopment Law authorizes a city to allocate to the
Agency such salaries and overhead expenses as the city deems necessary. Certain
expenditures in the accompanying combined statements represent allocations from
the City.
10
SAM JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY y
Notes to Financial Statements (Continued) 1
86
June 30, 1990
Budgetary Data
The Agency adopts an annual budget prepared on the modified accrual basis for all
of its governmental funds. The Executive Director is required to prepare and
submit to the Agency Board of Directors the annual budget of the Agency and
administer it after adoption. Any revisions that alter the total appropriations of any
fund must be approved by the Board of Directors.
Prior year appropriations lapse unless they are encumbered at year end or
reappropriated through the formal budget process. Total expenditures may not
legally exceed total appropriations.
2. History and Organization
The San Juan Capistrano Community Redevelopment Agency was officially
established in July 1983 with the adoption of Ordinance No. 488 by the San Juan
Capistrano City Council pursuant to the California Community Redevelopment
Law, now codified as Part 1, Division 24, of the State of California Health and Safety
Code. The Agency is a component unit of the City of San Juan Capistrano,
California, as the City Council approves the Agency's budget and provides staffing
to the Agency. The Agency has the broad authority to acquire, rehabilitate, develop,
administer and sell or lease property. Additionally, it has the right of eminent
domain to facilitate acquisition of property.
The principal objectives of the Agency are to revitalize and upgrade the Project
Area by eliminating and preventing the conditions of blight and deterioration in this
area. The Agency proposes to eliminate such conditions through rehabilitation, land
acquisition, site occupant relocation, land disposition for private development, and
installation of public improvements within and serving the Project Area.
3. Cash and Investments
Cash and investments at June 30, 1990 consisted of the following:
Demand accounts
(bank balances)
$504,722
Less outstanding warrants
385,570
Book balance
$119,152
Local Agency Investment Fund
1,830,000
Cash and investments with
fiscal agent
880.897
Total Cash and Investments
8 0.04
11
SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY
Notes to Financial Statements (Continued) .
June 30, 1990
The Agency follows the practice of pooling cash and investments of all funds except
for funds required to be held by outside fiscal agents under the provisions of bond
indentures.
Interest income earned on pooled cash and investments is allocated monthly to the
various funds based on cash balances. Interest income from cash and investments
of funds excluded from pooled cash is credited directly to the related fund.
Authorized Deposits/Investments
Under provision of the Agency's investment policy, and in accordance with Section
53601 of the California Government Code, the Agency may deposit and invest in the
following:
Securities of the U.S. Government, or its agencies
Certificates of Deposit (or Time Deposits)
Bankers' Acceptances
Negotiable Certificates of Deposit
Commercial Paper
Local Agency Investment Fund demand deposits
(State Pool)
Repurchase Agreements
Passbook Savings Account demand deposits
Mutual Funds
Medium -Term Corporate Notes
Although the Agency's investment policy does not preclude the use of repurchase
agreements, the Agency did not utilize this type of investment at any time during the
year.
Pooled Deposits/Credit Risk
The California Government Code requires California banks and savings and loan
associations to secure an Agency's deposits by pledging government securities as
collateral. The market value of pledged securities must equal at least 110% of an
Agency's deposits. California law also allows financial institutions to secure Agency
deposits by pledging first trust deed mortgage notes having a value of 150% of an
Agency's total deposits.
The Agency may waive collateral requirements for deposits which are fully insured
up to $100,000 by federal depository insurance.
12
SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY
Notes to Financial Statements (Continued)
June 30, 1990 T :..
In accordance with GASB Statement 3, deposits are classified as to credit risk by
three categories as follows:
Category 1:
Insured or collateralized with securities held by the Agency or by its agent in the
Agency's name.
Category 2:
Collateralized with securities held by the pledging financial institution's trust
department or agent in the Agency's name.
Category 3:
Uncollateralized.
At June 30, 1990, $106,103 of demand accounts were insured by federal depository
insurance, and therefore in Category 1. The remaining balance of 5398,619 was in
Category 2.
Credit Risk Catrving Amount and Market Value of Pooled Investments
Pooled investments made by the Agency are summarized below. The investment
securities that are represented by specific identifiable investment securities are
classified as to credit risk by three categories as follows:
Category 1:
Insured or registered or securities held by the Agency or its agent in the Agency's
name.
Category 2:
Uninsured and unregistered with securities held by the counterparty's trust
department or agent in the Agency's name.
Category 3:
Uninsured and unregistered with securities held by the counterparty's trust
department or agent but not in the Agency's name.
At June 30, 1990 all of the Agency's pooled investments were in the Local Agency
Investment Fund which is not subject to categorization. Cash and investments with
the fiscal agent totaling $880,897 (which approximates market value) are invested
in Pacific Horizon Fund, which is considered Category 3.
13
SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY
Notes to Financial Statements (Continued)
June 30, 1990
4. Changes in General Fixed Assets
A summary of changes in General Fixed Assets follows:
5. Lone -Term Debt
Contracts Pavable
At June 30, 1990, contracts payable of $1,423,065 represents unsecured amounts
payable to the City (5817,706) and the Capistrano Valley Water District ($605,359).
The City and the District have entered into cooperation agreements with the Agency
whereby the City and the District have deferred receipt of their fees for site
development from developers in the Redevelopment Project Area and have
requested such developers to pay the Agency these fees instead. The deferred fees
plus accrued interest at 12% from the time the fee is payable will be repaid to the
City and the District when the Agency determines it has sufficient funds to do so.
At June 30, 1990, unrecorded accrued interest relating to the City contract was
$1,064,885.
Notes Pavable
The Agency has entered into various borrowing agreements with developers for the
purpose of financing property acquisitions for subsequent sale or lease to the
developer. These borrowings are recorded as notes payable and are further
described below. In addition, the Agency borrowed $9,540,378 during fiscal year
1989-90 from the City of San Juan Capistrano, at 9% interest to be paid on a
quarterly basis. The note is payable from future tax increments as funds become
available.
14
Balance
Balance
July 1. 1989
Additions Deletions June 30. 1990
Land
52757,628
$2757,628
Building
956,411
956,411
Machinery and Equipment
1,261
1�261
Other improvements
530.000
530.000
Total
54245300
S 245.300
5. Lone -Term Debt
Contracts Pavable
At June 30, 1990, contracts payable of $1,423,065 represents unsecured amounts
payable to the City (5817,706) and the Capistrano Valley Water District ($605,359).
The City and the District have entered into cooperation agreements with the Agency
whereby the City and the District have deferred receipt of their fees for site
development from developers in the Redevelopment Project Area and have
requested such developers to pay the Agency these fees instead. The deferred fees
plus accrued interest at 12% from the time the fee is payable will be repaid to the
City and the District when the Agency determines it has sufficient funds to do so.
At June 30, 1990, unrecorded accrued interest relating to the City contract was
$1,064,885.
Notes Pavable
The Agency has entered into various borrowing agreements with developers for the
purpose of financing property acquisitions for subsequent sale or lease to the
developer. These borrowings are recorded as notes payable and are further
described below. In addition, the Agency borrowed $9,540,378 during fiscal year
1989-90 from the City of San Juan Capistrano, at 9% interest to be paid on a
quarterly basis. The note is payable from future tax increments as funds become
available.
14
SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY
Notes to Financial Statements (Continued)
June 30, 1990
M.
During 1987, the Agency entered into a development agreement. As part of the
agreement the Agency is to obtain a loan from the developer in the amount of
$5,107,517 at an 8.25% interest rate to be used to acquire a site; build certain
improvements, pay development fees and pay for an environmental impact report.
As of June 30,1990,$5,107,517 of proceeds were effectively received relating to this
agreement. The loan is payable in six-month intervals over 23 years from the
developer's percentage of applicable State sales and use tax revenues arising from
businesses and activities conducted at the site being developed. The payment period
begins when the site becomes operational. In the event the developer's share of
applicable State sales and use tax revenues is not sufficient to retire the outstanding
principal and accrued interest after 23 years, then the remaining unpaid portions
shall be deemed forgiven. The site became operational in December 1988.
15
Balance
13ala=i
July 1.1989
Additions Deletions
June 30.1990
$54000,12% note
due in 1995
$ 176,292
$21,724
$ 154,568
$400,000,10% note
due October 1994
400,000
400,000
$400,000,10% note
due October 1994
400,000
400,000
$200,000 note, interest
at bank's prime,
due April 1991
200,000
200,000
$64,OOQ 12% note
due November 1989
8570
8,570
$325,100,7% note
due October 1996
325,100
325,100
55,107517, 825% note
(see additional
information below)
4,947,473
$ 160,044
5,107517
$9540378, 9% note
due on demand
9540378
9540378
$1,000,0001090 note
due in 29 years or
upon death of holder
but not in less
than sic years
1.000.000
1.000.000
Total
7457.435
9.700.422 530.29417127563
During 1987, the Agency entered into a development agreement. As part of the
agreement the Agency is to obtain a loan from the developer in the amount of
$5,107,517 at an 8.25% interest rate to be used to acquire a site; build certain
improvements, pay development fees and pay for an environmental impact report.
As of June 30,1990,$5,107,517 of proceeds were effectively received relating to this
agreement. The loan is payable in six-month intervals over 23 years from the
developer's percentage of applicable State sales and use tax revenues arising from
businesses and activities conducted at the site being developed. The payment period
begins when the site becomes operational. In the event the developer's share of
applicable State sales and use tax revenues is not sufficient to retire the outstanding
principal and accrued interest after 23 years, then the remaining unpaid portions
shall be deemed forgiven. The site became operational in December 1988.
15
q4kAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY
Notes to Financial Statements (Continued)
June 30, 1990
Tax Allocation Notes Pavable
During August 1986, the Agency issued $6,250,000 of tax allocation notes with an
interest rate of 5.7%. Interest is payable semi-annually at February 1 and August
1 of each year beginning in August of 1987. The entire principal balance is due
August 1, 1991.
As part of the note agreement, the Agency is required to maintain $178,125
(one-half year's interest) with an independent agency. This money is to be used for
interest payments should tax revenues be insufficient to make scheduled interest
payments.
Cooperation Agreement
At June 30, 1990, the Cooperation Agreement payable of $3,660,000 represents an
amount payable from the Community Redevelopment Agency to the Capistrano
Unified School District. In May, 1989, the Agency entered into an agreement to
purchase real property from the Capistrano Unified School District. The Agency's
consideration for this transaction was an agreement to construct a gymnasium and
swimming pool at Capistrano Valley High School. The cost of these improvements
is estimated at $3,660,000. The construction is scheduled over the next three fiscal
years.
The land was subsequently sold to the City for $3,777,537, which represents costs
already incurred for the gymnasium plus the future obligation of $3,660,000.
The following is a summary of the changes in the General Long -Term Debt Account
Group for the year ended June 30, 1990:
Contracts payable
Notes payable
Tax allocation notes payable
Cooperation agreement
Balance New Debt
July 1• 1989 I
$ 1,792,405 $ 64,860
7,457,435 9,700,422
6,250,000
$434,200 $ 1,423,065
30,294 17,127,563
6,250,000
3,660,000
Total ..4$2&460,628
16
SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY
Notes to Financial Statements (Continued)
June 30, 1990 192
The annual requirements to amortize all debt outstanding in the General Long -Term
Debt Account Group, excluding contracts payable and the cooperation agreement as of
June 30, 1990, including interest payments of $27,407,678 are as shown below:
6. Commitments and Contingencies
A. The Agency is the guarantor for $138,750 of debt obtained by the San Juan
Capistrano Community Housing Corporation. The underlying debt is
scheduled to mature by March 1991.
B. In December 1987 the Agency entered into an owner participation agreement
with Franciscan Plaza Investment Group (the Group) whereas the Group is
to develop a site by constructing a parking facility and other public
improvements and the Agency is to rent the facility at the completion of the
project at an annual base rent of $1 for fifty five years and the following
supplemental rent for the first three rental periods.
Rental period Supplemental rent
1 $312,540
2 281,271
3 250.024
$843.835
The project was completed in December 1989.
17
Tax
Allocation
Year
Notes
Notes
Ending
Payable
Payable
Total
1991
$ 1,914,394
$ 356,250
$ 2,270,644
1992
1,699,393
6,428,125
8,127,518
1993
1,699,393
1,699,393
1994
1,699,393
1,699,393
1995
2,459,393
2,459,393
Thereafter
34.528.900
34.528.900
Total
$44.000.866
$6.784.375
550.785.241
6. Commitments and Contingencies
A. The Agency is the guarantor for $138,750 of debt obtained by the San Juan
Capistrano Community Housing Corporation. The underlying debt is
scheduled to mature by March 1991.
B. In December 1987 the Agency entered into an owner participation agreement
with Franciscan Plaza Investment Group (the Group) whereas the Group is
to develop a site by constructing a parking facility and other public
improvements and the Agency is to rent the facility at the completion of the
project at an annual base rent of $1 for fifty five years and the following
supplemental rent for the first three rental periods.
Rental period Supplemental rent
1 $312,540
2 281,271
3 250.024
$843.835
The project was completed in December 1989.
17
?, ➢ SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY
Notes to Financial Statements (Continued)
June 30, 1990
7. Other Required Individual Fund Disclosures
Expenditures of $15,769 of the RV Storage Facility Special Revenue Fund exceeded
the budget appropriation of $15,000.
Expenditures of $517,913 of the Capistrano Depot Restaurant Special Revenue
Fund exceeded the budget appropriation of $ -0-.
The RV Storage Facility and the Capistrano Depot Restaurant Special Revenue
Funds had deficit fund balances of $34,960 and $159,949, respectively. These
deficits are expected to be eliminated through future revenues.
iu
SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY
Combining Balance Sheet
All Special Revenue Funds
June 30, 1990
HCD
RV
Capistrano
Los Rios
Storage
Depot
Housing
Facility
Restaurant
Totals
Fund
Fund
Fund
1990
1989
Assets
Cash and investments
S
3,307
S
50
$ 2,745
S
6,102
$
122,716
Accounts receivable
4,680
4,680
Due from other agencies
102,313
102,313
Deposits
10,000
10,000
13,822
Total Assets
$
105,620
$
50
S 17,425
S
123,095
S
136,538
Liabilities and Fund Balances
Liabilities:
Accounts payable
$
101
S
1,073
S 2,974
S
4,148
S
27,894
Deposits
12,300
12,300
9,720
Due to other funds
13,509
21,637
35,146
18,621
Advances from other funds
174,400
174,400
78,000
Due to other government
agencies
3,307
3,307
15,702
Total Liabilities
16,917
35,010
177,374
229,301
149,937
Fund Balances (Deficit):
Unreserved, undesignated
88,703
(34,960)
(159,949)
(106,206)
(13,399)
Total Liabilities
and Fund Balances
S
105,620
S
50
S 17,425
S
123,095
S
136,538
19
1951
SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY
Combining Statement of Revenues, Expenditures, and Changes
in Fund Balances - All Special Revenue Funds
For the Year Ended June 30, 1990
HCD RV Capistrano
Los Rios Storage Depot
Housing Facility Restaurant
Totals
Fund Fund Fund
1990
1989
Revenues:
Intergovernmental
S 114,813 S
114,813 S
7,42D
Interest and rental income
29,587 S 90,098 S 8,430
128,115
132,390
Restaurant sales
355,806
355,806
822,406
Other income
378
378
9,467
Total Revenues
144,400 90,098 364,614
599,112
971,683
Expenditures:
Maintenance and operations
7,256 15,769 517,913
540,938
963,098
Professional services
72,018
Total Expenditures
7,256 15,769 517,913
540,938
1,035,116
Excess (Deficiency)
of Revenues
Over Expenditures
Other Financing Sources (Uses):
Operating transfers in
Operating transfers out
Total Other Financing
Sources (Uses)
Deficiency of
Revenues and
Other Sources Over
Expenditures and
Other Uses
Fund Balances (Deficit),
Beginning
Fund Balances (Deficit),
Ending
137,144 74,329 (153,299) 58,174 (63,433)
74,360 74,360 72,944
(145,341) (80,000) (225,341) (90,071)
(145,341) (80,000) 74,360 (150,981) (17,127)
(8,197) (5,671) (78,939) (92,807) (80,56:
96,900 (29,289) (81,010) (13,399) 67,161
$ 88,703 S (34,960) $ (159,949) S (106,206) S (13,399)
20
SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY ♦ (1 G
Statement of Revenues, Expenditures, and Changes 1 i!J'� V
in Fund Balances — Budget and Actual
HCD Los Rios Housing Special Revenue Fund
For the Year Ended June 30, 1990
1990 1989
21
Variance
Favorable
Budget
Actual
(Unfavorable)
Actual
Revenues:
Intergovernmental
$ 114,813
$ 114,813
S 7,420
Interest and rental income
S 22,000
29,587
7,587
28,981
Total Revenues
22,000
144,400
122,400
36,401
Expenditures:
Maintenance and operations
12,000
7,256
4,744
6,227
Excess of Revenues
Over Expenditures
10,000
137,144
127,144
30,174
Other Financing Uses:
Operating transfers out
(15,000)
(145,341)
(130,341)
(10,071)
Excess (Deficiency)
of Revenues Over
Expenditures and
Other Uses
(5,000)
(8,197)
(3,197)
20,103
Fund Balance, Beginning
96,900
96,900
76,797
Fund Balance, Ending
$ 91,900
$ 88,703
S (3,197)
S 96,900
21
SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY
Statement of Revenues, Expenditures, and Changes
in Fund Balance — Budget and Actual
RV Storage Facility Special Revenue Fund
For the Year Ended June 30, 1990
1990
1989
Variance
Favorable
Budget Actual
(Unfavorable)
Actual
Revenues:
Interest and rental income
S 95,000 S 90,098
S (4,902)
S 95,909
Expenditures:
Maintenance and operations
15,000 15,769
(769)
29,666
Excess of Revenues
Over Expenditures
80,000 74,329
(5,671)
66,243
Other Financing Uses:
Operating transfers out
(80,000) (80,000)
(80,000)
Deficiency of
Revenues Over
Expenditures and
Other Uses
(5,671)
(5,671)
(13,757)
Fund Balance (Deficit), Beginning (29,289) (29,289)
(15,532)
Fund Balance (Deficit), Ending
S (29,289) S (34,960)
S (5,671)
$ (29,289)
22
SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY
[�
Statement
of Revenues, Expenditures, and Changes
in Fund Balance - Budget and Actual
Capistrano Depot Restaurant Special Revenue Fund
For the Year Ended June 30, 1990
1990
1989
Variance
Favorable
Budget Actual (Unfavorable)
Actual
Revenues:
Interest and rental income
$ 8,430 $
8,430
S
7,500
Restaurant sales
355,806
355,806
822,406
Other income
378
378
9,467
Total Revenues
364,614
364,614
839,373
Expenditures:
Maintenance and operations
517,913
(517,913)
927,205
Professional services
72,018
Total Expenditures
517,913
(517,913)
999,223
Deficiency of
Revenues Over
Expenditures
(153,299)
(153,299)
(159,850)
Other Financing Sources:
Operating transfers in
74,360
74,360
72,944
Deficiency of Revenues
and Other Financing
Sources Over
Expenditures
(78,939)
(78,939)
(86,906)
Fund Balance, Beginning
$ (81,010) (81,010)
5,896
Fund Balance (Deficit), Ending
$ (81,010) $ (159,949) $
(78,939)
$
(81,010)
23
SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY
Combining Balance Sheet
Capital Projects Fund Accounts
June 30, 1990
Assets
Cash and investments
Interest receivable
Accounts receivable
Due from other funds
Advances to other funds
Due from other governments
Fixed assets held for resale
Redevel-
opment Tax
Projects Allocation
Account Note Account
S 1,943,050
57,031
192
724,989
174,400
1,123,280
8,651,568
Totals
1990 1989
$ 1,943,050 S 1,001,034
57,031
52,563
192
41
724,989
18,621
174,400
78,000
1,123,280
1,015,286
8,651,568
8,576,719
Total Assets
$ 12,674,510 S -
$ 12,674,510
S 10,742,264
Liabilities and Fund Balances
Liabilities:
Accounts payable
$ 396,920
S 396,920
S 408,136
Deposits
8,500
8,500
26,859
Bond anticipation note payable
6,000,000
Total Liabilities
405,420
405,420
6,434,995
Fund Balances:
Reserved for fixed assets
held for resale
8,651,568
8,651,568
8,576,719
Reserved for long-term advances
174,400
174,400
78,000
Designated for capital projects
3,443,122
3,443,122
Unreserved, undesignated
(4,347,450)
Total Fund Balances
12,269,090
12,269,090
4,307,269
Total Liabilities
and Fund Balances
$ 12,674,510 $ -
S 12,674,510
S 10,742,264
24
SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCI,
Combining Statement of Revenues, Expenditures, and Changes Fo..'
in Fund Balances - Capital Projects Fund Accounts
For the Year Ended June 30, 1990
Redevel-
opment Tax
Projects Allocation Totals
Account Note Account 1990 1989
Revenues:
Intergovernmental $ 77,843 $ 77,843 S 296,469
Interest and rental income 316,572 316,572 362,302
Other income 8,203 8,203 83,207
Total Revenues 402,618 402,618 741,978
Expenditures:
Administration
481,594
481,594
274,046
Professional services
356,150
356,150
591,858
Capital expenditures
1,247,540
1,247,540
5,961,622
Total Expenditures
2,085,284
2,085,284
6,827,726
Excess (Deficiency)
of Revenues Over
Expenditures (1,682,666) (1,682,666) (6,085,748)
Other Financing Sources (Uses):
Proceeds from long-term debt
9,700,422
9,700,422
1,210,226
Proceeds from cooperation
$ 12,269,090 $ -
$ 12,269,090
$ 4,307,269
agreement
3,660,000
Proceeds from sale of property
3,747,387
Operating transfers - intrafund
221,683 S (221,683)
Operating transfers in
145,341
145,341
10,071
Operating transfers cut
(195,337) (5,939)
(201,276)
(1,353,885)
Total Other Financing
Sources (Uses)
9,872,109 (227,622)
9,644,487
7,273,799
Excess (Deficiency) of
Revenues and Other
Financing Sources
Over Expenditures
and Other Uses 8,189,443 (227,622) 7,961,821 1,188,051
Fund Balances, Beginning
4,079,647 227,622
4,307,269
3,119,218
Fund Balances, Ending
$ 12,269,090 $ -
$ 12,269,090
$ 4,307,269
25
6 SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY
Statement of Revenues, Expenditures, and Changes
in Fund Balance - Budget and Actual
Redevelopment Projects Capital Projects Account
For the Year Ended June 30, 1990
1990
Variance
Favorable
Budget Actual (Unfavorable)
Revenues:
Intergovernmental
Interest and rental income
Other income
Total Revenues
Expenditures:
Administration
Professional services
Capital expenditures
Total Expenditures
Deficiency of Revenues
Over Expenditures
Other Financing Sources (Uses):
Proceeds from long-term debt
Proceeds from cooperation
agreement
Note Proceeds
Proceeds from sale of property
Operating transfers - intrafund
Operating transfers in
Operating transfers out
Total Other Financing
Sources (Uses)
Excess of Revenues and
Other Financing Sources
Over Expenditures
and Other Uses
Fund Balance, Beginning
Fund Balance, Ending
1989
Actual
$ 2,480,000
S 77,843
$ (2,402,157)
S 296,469
250,000
316,572
66,572
362,302
8,203
8,203
83,207
2,730,000
402,618
(2,327,382)
741,978
423,400
461,594
(58,194)
274,046
872,000
356,150
515,850
591,858
3,867,000
1,247,540
2,619,460
5,961,822
5,162,400
2,085,284
3,077,116
6,827,726
(2,432,400)
(1,682,666)
749,734
(6,085,748)
1,210,226
3,660,000
4,000,000 9,700,422 5,700,422
3,747,387
221,683 221,683 21,203
15,000 14 5, 341 13 0, 341 10,071
(2,441,150) (195,337) 2,245,813 (1,240,566)
1,573,850 9,872,109 8,298,259 7,408,321
(858,550) 8,189,443
4,079,647 4,079,647
9,047,993 1,322,573
2,757,074
$ 3,221,097 $ 12,269,090 $ 9,047,993 $ 4,079,647
26
SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY
Statement of Revenues, Expenditures, and Changes
in Fund Balance - Budget and Actual
Tax Allocation Note Capital Projects Account
For the Year Ended June 30, 1990
1990
1989
Variance
Favorable
Budget Actual (Unfavorable)
Actual
Other Financing Uses:
Operating transfers - intrafund S (221,683) S (221,683)
S (21,203)
Operating transfers out (5,939) (5,939)
(113,319)
Total Other Financing (Uses) (227,622) (227,622)
(134,522)
Deficiency of Revenues
Over Other Uses (227,622) (227,622)
(134,522)
Fund Balance, Beginning $227,622 227,622
362,144
Fund Balance, Ending S227,622 S - $ (227,622)
S 227,622
27
204 ,
APPENDIX B
CITY OF SAN JUAN CAPISTRANO
INDEPENDENT AUDITORS' REPORT
JUNE 30, 1990
M oreland �. �•w 610NEWPORTCENTER ORNE
ORNL SUITE 600
NEWPORT BEACH. CAUfORNLA 92660
CERTIFIED PUBUC ACCOUNTANTS (7141760-9788
2061
January 11, 1991
The Honorable City Council of the
City of San Juan Capistrano, California
Independent Auditors' Report
We have audited the accompanying general purpose financial statements of the City of
San Juan Capistrano, California, as of and for the year ended June 30, 1990, as listed in
the table of contents. These financial statements are the responsibility of the City of San
Juan Capistrano management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards. Those
standards require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the general purpose financial statements referred to above present fairly,
in all material respects, the financial position of the City of San Juan Capistrano at June
30, 1990, and the results of its operations and the cash flows of its proprietary fund types
for the year then ended, in conformity with generally accepted accounting principles.
As described in Note 13 to the financial statements, the City changed its method of
accounting for its equity in joint venture during the year ended June 30, 1990.
Our audit was made for the purpose of forming an opinion on the general purpose
financial statements taken as a whole. The accompanying combining and individual fund
financial statements listed in the table of contents are presented for purposes of additional
analysis and are not a required part of the general purpose financial statements of the
City of San Juan Capistrano. The information has been subjected to the auditing
procedures applied in the audit of the general purpose financial statements and, in our
opinion, is fairly presented in all material respects in relation to the general purpose
financial statements taken as a whole. j
CITY OF SAN JUAN CAPISTRANO
Combined Balance Sheet — All Fund Types and Account Groups
June 30, 1990
Governmental Fund Types
See Accompanying Notes to Financial Statements.
2
Special
Debt
Capital
General
Revenue
Service
Projects
Assets and Other Debits
Cash and investments (Note 2)
S 1,895,680
S 72,664
S 1,959,540
S 2,377,469
Receivables (Net, where applicable,
of allowances for estimated
uncollectibles)
Accounts
36,135
4,680
4,876
192
Taxes
79,175
53,753
Assessments
2,071,298
Interest
218,667
5,554
57,031
Notes (Note 4)
88,673
143,750
Other
Inventory
Deposits
10,000
Due from other agencies
936,037
102,313
79,450
Due from other funds (Note 11)
41,609
724,989
Advances to other funds (Note 11)
3,540,378
1,219,837
Prepaid items
Fixed assets held for resale
8,651,568
Restricted assets:
Cash and investments (Note 2)
Cash and investments with fiscal
agents (Note 2)
880,897
Investment in joint venture (Note 12)
Fixed assets (Net of accumulated
depreciation)(Note 5)
Amount available in debt
service funds
Amount to be provided for
retirement of long—term debt
Total Assets and Other Debits
S 6,836,354
$333,407
$ 4,975,919
S 13,110,536
See Accompanying Notes to Financial Statements.
2
8
Fiduciary Totals
Proprietary Fund Types Fund Type Account Groups (Memorandum Only)
General General
Internal Fixed Long—Term
Enterprise Service Agency Assets Debt 1990 1989
S 10,468,358 S 733,895 S2,843,006
181,068
18,394
92,918
21,629
80,785
799,961
6,000,000
22,443
401,590
106,700
11,463
S 20,350,612 S 27,824,882
238,414
219,441
151,322
196,254
2,071,299
2,416,365
374,170
469,194
232,423
205,210
21,629
14,161
80,785
61,995
116,700
82.370
1,917,761
1,429,643
766,598
1,0043,907
10,760,215
78,000
22,443
24,280
8,651,568
8,576,719
401,590 404,172
880.897
772.520
4,695,029 4,695,029
4,035.804
21,417,567 1,802,546 S 15,969,997 39,190,110
37,963,032
$ 2,026,498 2,026,498
2,822,941
28.642,948 28,642,948
18,993.699
S 44,199,742 $ 2.643,141 S 2.854,469 S 15,969.997 S 30.669.446 S 121,593,011
S 107,644,589
(Continued)
3
CITY OF SAN JUAN CAPISTRANO
o -o" Combined Balance Sheet - All Fund Types and Account Groups (Continued)
June 30, 1990
r' s;
Governmental Fund Types
Special Debt Capital
General Revenue Service Projects
Liabilities, Fund Equity,
and Other Credits
Liabilities:
Accounts payable
Notes payable
Accrued liabilities
Deposits
Due to other funds (Note 11)
Advances from other funds (Note 11)
Due to bondholders
Due to other agencies
Due to property owners
Due to developers
Deferred compensation payable
(Notes 2 and 8)
Deferred revenue
Liability insurance payable (Note 15)
Health insurance payable
Matured bonds and interest payable
Bond anticipation note payable
General obligation bonds payable (Note 6)
Long-term debt (Notes 6 and 11)
Total Liabilities
Fund Equity:
Contributed capital
Investment in general fixed assets
Retained earnings
Fund balances (Note 10):
Reserved
Unreserved:
Designated
Undesignated
Total Retained Earnings/
Fund Balances
Total Fund Equity
and Other Credits
Total Liabilities, Fund Equity,
and Other Credits
$ 438,611 $ 4,148 $ 188,279 $ 791,337
138,750
364,846
21,481 12,300 8,500
35,146 689,843 41,609
1,045,437 174,400
3,307
2,071,299
1,870,375 368,051 2,949,421 841,446
3,629,051
2,140,208 9,871,405
1,336,928 71,562 2,397,685
(106,206) (113,710)
4,965,979 (34,644) 2,026,498 12,269,090
4,965,979 (34,644) 2,026,498 12,269,090
$ 6,836,354 $ 333,407 $ 4,975,919 $ 13,110,536
See Accompanying Notes to Financial Statements.
4
I
Fiduciary Totals
Proprietary Fund Types Fund Types Account Groups (Memorandum Only)
General General
Internal Fixed Long -Term
Enterprise Service Agency Assets Debt 1990 1989
S 595,386 $ 33,104
18,712 42,979
48,157
77,859
153,940
152,533
$ 997,800
166,085
1,139,559
479,133
71,892
5,566
2,224,000
3,276,153 76,083 2,854,469
10,588,688 2,237,084
$ 15,969,997
30,334,901 329,974
30,334,901 329,974
$ 2,050,865 $ 1,975,491
200,441
163,291
413,003
586,762
1,117,940
1,001,641
766,598
1,033,901
1,219,837
78,00(
(219,916)
1,78E
157,247
165,16E
33,18E
166,085
108,45-o
1,292,092
1,078,764
2,071,299
2,416,36°
479,133
520,70(
71,892
55,401
5,566
16,585
6,000,00(
2,224,000
2,377,00(
$ 30,669,446 30,669,446
21,816,64(
30,669,446 42,905,444 39,429,155
12,825,772
12,665,79:
15,969,997
15,939,84-
30,664,875
26,640,70'
15,640,664
11,539,12
3,806,175
5,790,81
(219,916)
(4,360,84
49,891,798 39,609,75
40,923,58$
2,567,058
15,969,997
78,687,567
68,215,4;
$ 44,199,742
$ 2,643,141
$ 2,854,469 $ 15,969,997 $ 30,669,446
$ 121,593,011
$ 107,644,5
6
Changes in Fund Balances — All Governmental Fund Types
_/11,For the Year Ended June 30, 1990
Revenues:
Taxes (Note 3)
Licenses, fees and permits
Intergovernmental
Charges for services
Fines and forfeitures
Interest and rental
Special assessments
Restaurant sales
Other
Total Revenues
Expenditures:
Current:
General government
Public safety
Public works
Community services
Professional services
Maintenance and operations
Capital expenditures
Debt service:
Principal
Interest
Developer participation payment
Total Expenditures
Excess (Deficiency) of Revenues
Over Expenditures
Other Financing Sources (Uses):
Proceeds from sale of property
Proceeds from cooperation agreement
Proceeds from long—term debt
Proceeds from State loan
Operating transfers in
Operating transfers out
Total Other Financing Sources (Uses)
Excess (Deficiency) of Revenues
and Other Sources Over
Expenditures and Other Uses
Fund Balances, Beginning, Restated (Note 13)
Fund Balances (Deficit), Ending
See Accompanying Notes to Financial Statements.
L-1
2,825, 871 253,1
1,938,221
3,580,804
3,187,603
138,597
540,938
912,476
14,295 2,231,797
352,540
11,671,096 555,233 3,749,972
525,653 410,545 (1,100,526)
64, 6c'
547,836
Special
Debt
General
Revenue
Service
(1,190,539)
(653,202)
304,083
$ 6,632,027
$ 1,530,973
3,062,865
(242,657)
(796,443
567,964
S 459,612
450,489
321,633
$ (34,644)
$ 2,026,498
244,160
1,052,836
149,982
322,917
107,674
345,067
355,806
207,590
378
12,196,749
965,778
2,649,44
2,825, 871 253,1
1,938,221
3,580,804
3,187,603
138,597
540,938
912,476
14,295 2,231,797
352,540
11,671,096 555,233 3,749,972
525,653 410,545 (1,100,526)
64, 6c'
547,836
74,360
239,22::
(1,738,375)
(727,562)
(1,190,539)
(653,202)
304,083
(664,886)
(242,657)
(796,443
5,630,865
208,013
2,822,941
$ 4,965,979
$ (34,644)
$ 2,026,498
(3,655,314)(3 819,642) (9,655,761)
Totals
2124
Capital
(Memorandum Only)
Projects
1990
1989
1,268,137
$ 8,163,000 $
7,283,749
2,117,989
3,062,865
3,051,532
$ 77,843
1,555,908
861,295
11,617,135
321,633
210,584
7,961,821
244,160
210,495
316,572
1,842,307
1,636,187
$ 12,269,090
452,741
610,353
355,806
822,406
8,203
216,171
321,208
402,618
16, 214, 591
15,007,809
481,594
3,560,624
2,510,021
1,938,221
1,658,972
3,580,804
3,061,955
3,187,603
2,192,711
356,150
356,150
666,034
540,938
963,093
3,220,188
3,358,785
11,156,309
912,476
666,112
2,246,092
1,788,358
352,540
4,057,932
20,034,233
24,663,570
(3,655,314)(3 819,642) (9,655,761)
7
3,747,387
3,660,000
9,700,422
9,765,282
1,268,137
114,120
2,117,989
2,979,408
7,082,525
(201,276)
(2,667,213)
(6,823,693)
11,617,135
10,077,477
9,048,476
7,961,821
6,257,835
(607,285)
4,307,269
12,969,088
13,576,373
$ 12,269,090
S 19,226,923
S 12,969,088
7
Combined Statement of Revenues, Expenditures, and Changes in Fund Balances - Budget
and Actual - All Governmental Fund Types
219 r-1 For the Year Ended June 30, 1990
General Fund
Revenues:
Taxes (Note 3)
Licenses, fees and permits
Intergovernmental
Charges for services
Fines and forfeitures
Interest and rental
Special assessments
Restaurant sales
Other
Total Revenues
Expenditures:
Current:
General government
Public safety
Public works
Community services
Professional services
Maintenance and operations
Capital expenditures
Debt service:
Principal
Interest
Developer participation payment
Total Expenditures
Excess (Deficiency) of Revenues
Over Expenditures
Other Financing Sources (Uses):
Proceeds from long-term debt
Operating transfers in
Operating transfers out
Total Other Financing Sources (Uses)
Excess (Deficiency) of Revenues
and Other Sources Over
Expenditures and Other Uses
Fund Balances, Beginning, Restated (Note 13)
Fund Balances (Deficit), Ending
See Accompanying Notes to Financial Statements.
11,515,400
11,671,096
Favor a' --
Budget
Actual
(Unfavo,
522,000
547,836
S 6,912,000
$ 6,632,027
$ (279,9.'3'')
4,708,700
3,062,865
(1,645,83
187,000
567,964
380,96
220,000
321,633
101,63
190,000
244,160
54,1E
634,000
1,052,836
418,
103,200
107,674
4, .
166,200
207,590
41,u
13,121,100
12,196,749
(924,3
2,709,880
2,825,871
(115,991)
1,936,000
1,938,221
(2,221)
3,572,800
3,580,804
(8,004)
3,111,670
3,187,603
(75,933)
185,050
138,597
46,453
11,515,400
11,671,096
(15F
1,605,700
525,653
(1,0b_
522,000
547,836
2f
(4,040,570)
(1,738,375)
2,302„
(3,518,570)
(1,190,539)
2,328,031
8
(1,912,870) (664,886) 1,247,5
5,630,865 5,630,865
$ 3,717,995 $ 4,965,979 $ 1,247,984
Special Revenue Funds
Variance
Favorable
Budget Actual (Unfavorable)
$ 329,000 $ 459,612 $ 130,612
149,000 149,982 982
355,806 355,806
378 378
478,000 965,778 487,778
5,500 5,500
27,000 540,938 (513,936)
14,500 14,295 205
47,000 555,233 (508,233)
431,000 410,545 20,455
74,360 74,360
(505,000 (727,562) (222,562)
(505,000) 653,202 (148,202)
(74,000) (242,657) (168,657)
208,013 208,013
$ 1�34_,013� S (34,644) S (168,657)
k4
Debt Service Funds
Variance
Favorable
Budget Actual (Unfavorable)
S 1,016,000 $ 1,530,973 $ 514,973
450,489 450,489
322,917 322,917
345,067 345,067
1,016,000 2,649,446 1,633,446
191,700 253,159 (61,459)
1,770,600
912,476
858,124
1,638,550
2,231,797
(593,247)
352,540
(352,540)
3,600,850
3,749,972
(149,122)
(2,584,850)
(1,100,526)
1,484,324
64,860
64,860
2,552,850
239,223
(2,313,627)
2,552,850
304,083
(2,248,767)
(32,000) (796,443) (764,443)
2,822,941 2,822,941
$ 2,790,941 $ 2,026,498 $ �(764443)
(Continued)
9
CITY OF SAN JUAN CAPISTRANO
Combined Statement of Revenues, Expenditures, and Changes in Fund Balances - Budget
1 and Actual - All Governmental Fund Types (Continued)
For the Year Ended June 30, 1990
Revenues:
Taxes (Note 3)
Licenses, fees and permits
Intergovernmental
Charges for services
Fines and forfeitures
Interest and rental
Special assessments
Restaurant sales
Other
Total Revenues
Expenditures:
Current:
General government
Public safety
Public works
Community services
Professional services
Maintenance and operations
Capital expenditures
Debt service:
Principal
Interest
Developer participation payment
Total Expenditures
Excess (Deficiency) of Revenues
Over Expenditures
Other Financing Sources (Uses):
Proceeds from long-term debt
Operating transfers in
Operating transfers out
Total Other Financing Sources (Uses)
Excess (Deficiency) of Revenues
and Other Sources
Over Expenditures and Other Uses
Fund Balances, Beginning, Restated (Note 13)
Fund Balances, Ending
See Accompanying Notes to Financial Statements.
Capital Projects Funds
Variance
Favorable
Budget Actual (Unfavorable)
$ 2,480,000 S 77,843 $ (2,402,157)
250,000 316,572 66,572
8,203 8,203
2,730,000 402,618 (2,327,382)
423,400 481,594 (58,194;
872,000 356,150 515,850
8,005,870 3,220,188 4,785,682
9,301,270
4,057,932
5,243,338
(6,571,270)
(3,655,314)
2,915,956
4,000,000
9,700,422
5,700,422
4,068,870
2,117,989
(1,950,881)
(2,441,150)
(201,276)
2,239,874
5,627,720 11,617,135 5,989,415
(943,550) 7,961,821 8,905,371
4,307,269 4,307,269
$ 3,363,719 512,269,090 $ 8,905,371
10
216
Totals (Memorandum Only)
Variance
Favorable
Budget Actual (Unfavorable)
$ 7,928,000
$ 8,163,000
S 235,000
4,708,700
3,062,865
(1,645,835)
2,996,000
1,555,908
(1,440,092)
220,000
321,633
101,633
190,000
244,160
54,160
1,033,000
1,842,307
809,307
103,200
452,741
349,541
1,770,600
355,806
355,806
166,200
216,171
49,971
17,345,100 16,214,591 (1,130,509)
3,324,980
3,560,624
(235,644)
1,936,000
1,938,221
(2,221)
3,572,800
3,580,804
(8,004)
3,111,670
3,187,603
(75,933)
877,500
356,150
521,350
27,000
540,938
(513,938)
8,190,920
3,358,785
4,832,135
1,770,600
912,476
858,124
1,653,050
2,246,092
(593,042)
352,540
(352,W)-
24,464,520
20,034,233
4,430,287
(7,119,420) (3,819,642) 3,299,778
4,000,000
9,765,282
5,765,282
7,143,720
2,979,408
(4,164,312)
(6,986,720)
(2,667,213)
4,319,507
4,157,000
10,077,477
5,920,477
(2,962,420)
6,257,835
9,220,255
12 969,088
12,969,088
$ 10,006,668
$ 19,226,923
$ 9,220,255
11
CITY OF SAN JUAN CAPISTRANO
Combined Statement of Revenues, Expenses, and Changes in Retained Earnings
b/ All Proprietary Fund Types
For the Year Ended June 30, 1990
Operating Revenues:
Charges for services
Other
Total Operating Revenues
Operating Expenses:
Maintenance and operations
Cost of purchased water
Depreciation and amortization
Total Operating Expenses
Operating Income (Loss)
Non -Operating Revenues (Expenses):
Taxes
Interest revenue
Connection and capital
improvement fees
Interest expenses and fiscal
agent charges
Abandoned projects
Gain on investment in joint venture
Other
Total Non -Operating
Revenues (Expenses)
Income Before Operating Transfers
Operating Transfers Out
Net Income
Depreciation on Contributed Capital
Increase in Retained Earnings
Retained Earnings, Beginning,
Restated (Note 13)
Adjustment to prior year
contributed capital
Retained Earnings, Ending
$ 30,334,901 $ 329,974 $ 30,664,875 $ 26,640,709
See Accompanying Notes to Financial Statements.
12
Totals
Internal
(Memorandum Only)
Enterprise
Service
1990
1989
$ 5,296,619
$ 840,400
$ 6,137,019
$ 5,826,221 _
85,055
85,055
382,317
5,381,674
840,400
6,222,074
6,208,538
3,066,504
573,693
3,640,197
3,879,143
1,580,371
1,580,371
1,438,111
606,238
224,665
830,903
895,607
5,253,113
798,358
6,051,471
6,212,861
128,561
42,042
170,603
(4,323)
675,242
675,242
735,654
1,382,959
59,898
1,442,857
1,283,665
1,248,386
1,248,386
1,450,780
(113,238)
(113,238)
(175,732)
(181,742)
489,168
489,168
4,063
134,150
28,826
162,976
91,028
3,816,667
88,724
3,905,391
3,207,716
3,945,228
130,766
4,075,994
3,203,393
(312,195)
(312,195)
(258,831)
3,633,033
130,766
3,763,799
2,944,562
260,367
260,367
297,755
3,893,400
130,766
4,024,166
3,242,317
26,441,501
199,208
26,640,709
23,371,303
27,089
$ 30,334,901 $ 329,974 $ 30,664,875 $ 26,640,709
See Accompanying Notes to Financial Statements.
12
CITY OF SAN JUAN CAPISTRANO
(94,679) (1,331,396)
.
4^
Combined Statement of Cash Flows
(158,829)
(39,357) (198,186)
All Proprietary Fund Types
(170,057)
1,248,386
For the Year Ended June 30, 1990
15,522,051
S 10,717,415
S 733,895
$ 11,451,310
Internal
Enterprise
Service
Totals
Cash Flows from Operating Activities:
Operating Income
$ 128,561
$ 42,042
$ 170,603
Adjustments to reconcile operating income to
net cash provided by operating activities:
Depreciation and amortization
606,238
224,665
830,903
Changes in operating assets and liabilities:
(Increase) in accounts receivable
(39,434)
(39,434)
(Increase) in other receivable
(7,468)
(7,468)
Decrease in prepaid expenses
1,837
1,837
(Increase) in inventory
(18,790)
(18,790)
(Increase) Decrease in due from
other agencies
(4,476)
11,970
7,494
(Decrease) in accounts payable
(331,011)
(90,699)
(421,710)
(Increase) in deposits
(38,152)
(38,152)
Increase in deposits
5,803
5,803
Net Cash Provided by
Operating Activities
341,260
149,826
491,086
Cash Flows from Non -Capital Financing Activities:
Operating transfers to other funds (312,195) (312,195)
Property taxes 779,303 779,303
Other revenue 134,150 25,138 159,288
Advances to other funds (6,000,000) (6,000,000)
Net Cash Used for Non -Capital
Financing Financing Activities
Cash Flows from Capital and Related
Financing Activities:
Acquisition of property, plant and equipment
Interest expense and fiscal agent charges
Principal payments on long-term borrowing
Capital contribution to joint venture
Connection and capital improvement fees
Net Cash Used for Capital and
Related Financing Activities
Cash Flows from Investing Activities:
Interest Income
Net Increase (Decrease) in Cash
and Cash Equivalents
Cash and Cash Equivalents, Beginning
Cash and Cash Equivalents, Ending
See Accompanying Notes to Financial Statements.
13
(5,398,742) 25,138 (5,373,604)
(1,236,717)
(94,679) (1,331,396)
(127,691)
(127,691)
(158,829)
(39,357) (198,186)
(170,057)
(170,057)
1,248,386
1,248,386_
(444,908) (134,036) (578,944)
1,330,823
59,898
1,390,721
(4,171,567)
100,826
(4,070,741)
14,888,982
633,069
15,522,051
S 10,717,415
S 733,895
$ 11,451,310
APPENDIX C
Form of Bond Counsel Opinion
222, .E
APPENDIX D
Form of Municipal Bond Insurance Policy
224
NOTICE INVITING BIDS
$6,775,000
SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY
SAN JUAN CAPISTRANO CENTRAL REDEVELOPMENT PROJECT
1991 TAX ALLOCATION REFUNDING BONDS
NOTICE IS HEREBY GIVEN that sealed proposals for the purchase of Six Million Seven Hundred
Twenty-five Thousand Dollars ($6,775,000) aggregate principal amount of tax allocation bonds (as designated
herein) of the San Juan Capistrano Community Redevelopment Agency (the "Agency") will be received by the
Agency up to the time and at the place specified below
Time: 10:00 A.M. (Pacific Daylight Time)
Tuesday, June 25, 1991
Place: Stradling, Yocca, Carlson & Rauth
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660
Mailed bids should be addressed to:
Stradling, Yocca, Carlson & Rauth
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660
Attention: Dente Harbaugh, Esquire
OPENING OF BIDS: The bids will be received at the above place, will be opened at the above time
by the Financial Advisor and an Agency representative, and will be presented to the Executive Director of the
Agency for consideration and approval by the Agency Board of Directors later in the day on which bids are
received.
ISSUE: Six Million Seven Hundred Twenty-five Thousand Dollars (56,775,000), designated "San Juan
Capistrano Community Redevelopment Agency, San Juan Capistrano Central Redevelopment Project, 1991 Tax
Allocation Refunding Bonds" (the "Bonds"), consisting of fully registered Bonds, in denominations of five
thousand dollars (55,000) each or any integral multiple thereof within a maturity, initially dated as of July 1, 1991,
and numbered consecutively upward in order of authentication.
EXHIBIT 0-
MATURITIES: The Bonds will mature on August 1 in each of the years and amounts as follows:
Maturity Date Principal
Auey, is 1 Amount
Maturity Date Principal
Am" 1 of Amount
1995 $145,000 2001
$705,000
1996 150,000 2002
220,000
1997 160,000 2003
235,000
1998 170,000 2004
250,000
1999 185,000 2005
270,000
2000 195,000 2006
290,000
2016
$4,250,000
The Bonds maturing in the years 1995 to 2016, inclusive, are sometimes referred to herein as "Serial Bonds", and
the Bonds maturing in the year 2016 are sometimes referred to herein as "Term Bonds".
INTEREST: The Bonds will bear interest as provided in the Indenture, as herein
defined, at a rate
or rates to be fired upon the sale thereof but not to exceed twelve percent (12%) per annum, payable
semiannually on February 1 and August 1 in each year, commencing on February 1, 1992.
PAYMENTS: The principal of premium, if any, and interest on the Bonds are payable in lawful money
of the United States of America; interest being payable by check or draft mailed to the registered Owner of the
Bond at his address as shown on the registration books of the Trustee on the 15th day prior to any interest
payment date coupon the request of the Owners of $1,000,000 or more in principal amount of Bonds, by wire
transfer to an account which shall be designated by such Owner to the Trustee on or before the regular Record
Date preceding the Interest Payment Date, and principal being payable upon presentation and surrender at the
corporate trust office of Banker's Trust of California, NA. Trustee for the Agency, it, San Francisco, California.
TRANSFER AND EXCHANGE: Transfer of ownership of a Bond or Bonds will be made by
exchanging the same for a new Bond or Bonds and transferring the registration of such Bond or Bonds on the
registration books of the Trustee.
CALL AND REDEMPTION: The outstanding Bonds, or any of them, may or will, as the case may
be, be called before maturity and redeemed as follows:
(a) The Bonds maturing on or before August 1, 2006 are not subject to call or redemption prior to
their respective maturities.
(b) The Bonds maturing on August 1, 2016, may be called before maturity and redeemed, at the
option of the Agency, in whole or in part by lot from any available source of funds, on August 12, 2006, or on
any Interest Payment Date thereafter. Bonds so called for redemption will be redeemed on the following
redemption dates and at the following redemption price (expressed as a percentage of the principal amount of
Bonds to be redeemed) plus accrued interest to the redemption date:
Redemption
Redemption date Price
August 1, 2006 and February 1, 2007 ............................... 102.0%
August 1, 2007 and February 1, 2008 ............................... 1013
August 1, 2008 and February 1, 2009 ............................... 101.0
August 1, 2009 and February 1, 2010 ............................... 1005
August 1, 2010 and thereafter ............................... 100.0
(c) The Term Bonds maturing on August 1, 2016, will be subject to redemption in part by lot on
August 1, 2007 and on each August 1 thereafter from Sinking Account payments made by the Agency, prior to
maturity in accordance with the schedule set forth herein under the caption "Successful Bidder; Bond Printing."
Bonds so called for redemption will be redeemed at a redemption price equal to the principal amount thereof,
plus accrued interest to the redemption date, without premium.
PURPOSE OF ISSUE: The bonds are to be issued by the Agency under and pursuant to the
Community Redevelopment Law of the State of California (Part 1 of Division 24 of the Health and Safety Code)
to implement the Agency's Redevelopment Plan for the Project Area in the City of San Juan Capistrano,
California, known as the San Juan Capistrano Central Redevelopment Project, pursuant to an Indenture, (the
"Indenture"), approved by a resolution of the Agency, authorizing the 4inince of the Bonds.
SECURITY. The Bonds are payable, as to both principal and interest, solely from Tax Revenues (as
defined in the Indenture) and from other funds described in the Indenture. The Bonds are not a debt of the
City of San Juan Capistrano, the State of California or any of its political subdivisions.
TERMS OF SALE
Interest Rate: The rate or rates bid, as the case may be, may not exceed twelve percent (12%) per
annum, payable semiannually on February 1 and August 1 in each year, commencing on February 1, 1992. Each
rate bid must be a multiple of one-eighth of one percent (1/8%) or one -twentieth of one percent (1/20%) or
any combination thereof. All Bonds of the same maturity must bear the same interest rate. The rate bid for
any maturity must be equal to or higher than the rate for the preceding maturity. No Bond may bear more than
one interest rate and each Bond must bear interest at the rate specified in the bid from its date to its fixed
maturity date.
Sale of Bonds: The Bonds will be sold for cash only and all bids must be for not less than all of the
Bonds hereby offered for sale. Each bid shall state: (1) that the bidder offers accrued interest from the date
of the Bonds to the date of delivery, (2) the purchase price, which shall not be less than ninety-eight and one-half
percent (98 1/2%) of the principal amount thereof, and (3) the interest rate or rates, as the case may be, not
to exceed that specified herein, at which the bidder offers to buy the Bonds. Each bidder shall state in his bid
the total interest cost in dollars and the net interest rate determined thereby, which will be considered
informative only and not a part of the bid.
Successful Bidder, Bond Printing: The Bonds will be awarded to the responsible bidder or bidders
based upon the interest rate specified and the premium or discount offered, if any. The successful bid will be
determined by deducting the amount of the premium (if any) from, or adding the amount of the discount (if any)
to, the total amount of interest which the Agency would be required to pay from the date of the Bonds to the
maturity dates thereof at the rate or rates specified in the bid, and the award will be made on the basis of the
lowest net interest cost to the Agency. If two or more bids provide the same lowest net interest cost, the Agency
will determine by lot which bid will be accepted, and such determination will be final. The purchaser must pay
accrued interest from the date of the Bonds to the date of delivery thereof computed on the basis of a 360 -day
year comprised of twelve 30 -day months. The cost of printing the Bonds will be borne by the Agency. For the
purposes of determining interest cost, the Term Bonds maturing on August 1, 2016 will be deemed to mature
on August 1 in the amounts and in the years as follows:
Principal Principal
Aumst I Amount Auf ust I Amount
2007 310,000 2012 430,000
2008 330,000 2013 460,000
2009 350,000 2014 495,000
2010 375,000 2015 530,000
2011 405,000 2016 (maturity) 565,000
C, :N`"
Right of Rejection: The Agency reserves the right, in its discretion, to reject any and all bids and, to
the extent not prohibited by law, to waive any irregularity or informality in any bid.
Award of Bonds: The Agency shall take action awarding the Bonds or rejecting all bids not later than
twenty-six (26) hours after the time herein prescribed for the receipt of bids; provided that the award may be
made after the expiration of such specified time if the bidder has not given to the Agency notice in writing of
the withdrawal of such bid. Notice of the award will be given promptly to the successful bidder.
Form of Bid: Each bid, together with the bid check, must be in a sealed envelope addressed to the
Agency, with the envelope and bid clearly marked "Bid for the purchase of $6,725,000 San Juan Capistrano
Community Redevelopment Agency, San Juan Capistrano Central Redevelopment Project, 1991 Tax Allocation
Refunding Bonds." Each bid must be unconditional and in accordance with the terms and conditions set forth
or permitted herein and must be submitted on, or in substantial accordance with, the bid form provided by the
Agency.
CUSIP: CUSIP identification numbers may be imprinted on the Bonds, but such numbers will not
constitute a part of the contract evidenced by the Bonds and no liability will attach to the Agency or any of the
officers or agents thereof because of or on account of said numbers. Any error or omission with respect to said
numbers will not constitute cause for refusal by the successful bidder to accept delivery of and pay for the Bonds.
Delivery and Payment: Delivery of the Bonds will be made to the successful bidder at such place as
may be agreed upon by the successful bidder and the officer of the Agency making delivery. Payment for the
Bonds must be made in funds immediately available to the Agency in Los Angeles or San Francisco, California.
Form of Delivery; Cancellation for Late Delivery: The Bonds are scheduled to bedelivered to the
successful bidder within thirty ;30) days following the sale thereof. The Agency shall advise J.a successful
bidder of the definitive date of delivery of the Bonds not later than 10 days in advance thereof. If the Agency
fails to execute the Bonds and tender them for delivery by twelve o'clock noon on the 60th day following the date
of sale or the first business day thereafter if said 60th day is not a business day, the successful bidder may
(subject to the conditions set forth below under the heading "Good Faith Check!), on that day or any time
thereafter until delivery of the Bonds, withdraw his bid by serving notice of cancellation, in writing, on the
undersigned, in which event the Agency will promptly return the good faith check. The Agency expects to deliver
the Bonds in the form of definitive bonds, but reserves the right to make such delivery in the form of temporary
bonds, exchangeable for definitive bonds, at no cost to the purchaser. Accrued interest to the date of delivery
of the Bonds will be paid by the purchase at the time of delivery.
Registration of Bonds; Transfer of Registration: The successful bidder shall provide to the Trustee
not later than seven (7) days prior to the definitive delivery date information regarding the registration of the
Bonds. Successful bidders are advised to contact the Trustee regarding fees and charges payable upon transfer
of registration.
Good Faith Cheat: A certified or cashier's check drawn on a responsible bank or trust company in
the amount of Sixty-seven Thousand Two Hundred Fifty dollars ($67,250) payable to the order of the Agency,
must accompany each bid as a guaranty that the bidder, if successful, will accept and pay for the Bonds in
accordance with the terms of this bid. No interest will be allowed on such good faith checks, and good faith
checks of unsuccessful bidders will be promptly returned to each biddees representative by hand delivery or
registered mail. The good faith check accompanying any accepted bid will be cashed and the proceeds thereof
applied to the purchase price. If such bid is accepted but not performed, unless such failure or performance is
caused by any act or omission of the Agency, the proceeds of the good faith check accompanying any accepted
bid will be retained by the Agency.
4
2g
Change In Tax Exempt Status: At any time before the Bonds are tendered for delivery, the successful
bidder may disaffirm and withdraw the bid if the interest on bonds of the same type and character as the Bonds
is declared to be includable in gross income under present federal income tax laws, either by a ruling of the
Internal Revenue Service or by a decision of any federal court, or by the terms of any federal income tax law
enacted subsequent to the date of this Notice Inviting Bids.
Legal Opinion: The legal opinion of Stradling, Yocca, Carlson & Rauth, a Professional Law
Corporation, Newport Beach, California, Bond Counsel approving the validity of the Bonds and stating that
interest on the Bonds is excluded from gross income under present federal income tax laws and that such interest
is also exempt from personal income taxes of the State of California under present State income tax laws, will
be furnished the successful bidder at the time of delivery of the Bonds at the expense of the Agency. A copy
of such opinion, certified by an officer of the Agency by his facsimile signature, will be printed on the back of
each Bond. No charge will be made to the purchaser for such opinion, printing or certification.
Closing Documents: In addition to the opinion of Bond Counsel referred to above, at the time of
payment for the delivery of the Bonds, the Agency will furnish the successful bidder the following documents,
all to be dated as of the date of delivery.
1. Arbitrage Certificate -- A certificate of an appropriate officer of the Agency certifying that,
on the basis of facts, estimates and circumstances in effect at the time of delivery of the
Bonds, it is not expected that the proceeds of the Bonds will be used in a manner that will
cause the Bonds to be arbitrage bonds.
2. No Litigation Certificate — A certificate of an appropriate officer of the Agency certifying
that there is no litigation pending or, to the best of such officer's knowledge, threatened
against the Agency affecting the validity of the Bonds.
3. Signature Certificate — A certificate of appropriate officers of the Agency indicating that
they have signed the Bonds by manual or facsimile signature and that they were duly
authorized to execute the same.
4. Trustees and Tressurees Receipts -- The receipts of the Trustee and the Treasurer of the
Agency showing that the purchase price of the Bonds, including accrued interest to the date
of delivery, if any, has been received by the Agency and the Trustee, respectively.
5. Certificate Concerning Official Statement -- A certificate of an appropriate officer of the
Agency, acting in such person's official and not personal capacity, to the effect that at the
time of the sale of the Bonds and at all times subsequent thereto up to and including the
time of delivery of the Bonds, to the best knowledge of such officer, after due inquiry. the
Official Statement relating to the Bonds did not contain any untrue statement of a material
fact or omit to state a material fad necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.
Certificate of Successful Bidder. At the time of delivery of the Bonds to the successful bidder, such
bidder will be requested to furnish to the Agency a certificate stating the initial reoffering prices at which a
substantial amount of the Bonds were sold to the public.
Official Statement: The Agency has approved a Preliminary Official Statement relating to the Bonds,
in a form deemed "nearly final" by the Agency for purposes of SEC Rule M2 -12(b)(1), subject to revision,
amendment and completion in a final Official Statement. Within seven () business days after the award of the
bid, the Agency will furnish to the successful bidder, at no charge, such number of copies of the final Official
Statement as said bidder may reasonably request (but not to exceed 500) for use in connection with any resale
of the Bonds.
Insurance: The Agency has received a commitment from
to issue, on or prior to the delivery of the Bonds, a municipal bond insurance policy guaranteeing the payment
of principal of the interest on the Bonds, to be purchased by the Agency from the proceeds of the We of the
Bonds.
California Debt Advisory Commission Fee: Attention of bidders is directed to California Government
Code Section 8856, which provides that the lead underwriter or the purchaser of the Bonds may be charged the
California Debt Advisory Commission fee, which is 1/100th of one percent (1%) of the principal amount of the
Bonds issued.
Information Available: Requests for copies of the Official Statement pertaining to the Bonds, the
Official Bid Form, or for other information concerning the Agency, should be addressed to Urban Futures,
Incorporated, 801 E. Chapman, Suite 106, Fullerton, CA 97633, telephone (714/ 739 4277.
GIVEN by resolution of the Agency adopted on
By
Stephen B. Julian
Executive Director of the San Juan
Capistrano Redevelopment Agency
BID
FOR THE PURCHASE OF
$6,725,000
SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY
SAN JUAN CAPISTRANO CENTRAL REDEVELOPMENT PROJECT
1991 TAX ALLOCATION REFUNDING BONDS
..... June 25, 1991
San Juan Capistrano Community
Redevelopment Agency
San Juan Capistrano, California
On behalf of a group which we have formed consisting of
and pursuant.to the Notice Inviting Bids, we offer to purchase Six Million Sevcm Hundred Twenty -Five Thousand
Dollars ($6,725,000) principal amount, all or none, of the Bonds designated as 'San Juan Capistrano Community
Redevelopment Agency, San Juan Capistrano Central Redevelopment Project, 1991 Tax Allocation Refunding
Bonds", particularly described in the Notice Inviting Bids, of the maturities and interest rate (rates) set forth below:
Maturity Date
Principal
Interest
Maturity Date
Principal
Interest
Au¢ust 1 of
ou
Rate
Ausust Iof
A
$@t
1995
$145,000
%
2001
$105,000
%
1996
150,000
%
2002
220,000
%
1997
160,000
%
2003
235,000
%
1998
170,000
%
2004
250,000
%
1999
185,000
%
2005
270,000
%
2000
195,000
%
2006
290,000
%
2016
$4,250,000
%
and to pay therefor the aggregate sum of $ *, plus accrued interest on such Bonds to the date of
delivery thereof.
* $6,725,000 plus premium or less discount, if any (discount not to exceed one and one-half percent ( 1-1/2%)).
This bid is subject to all of the terms and conditions of the Notice Inviting Bids, all of which terms and
conditions are hereby accepted by us and are made a part hereof as though set forth fully in this bid.
Except as otherwise specified in the Notice Inviting Bids, this bid is subject to acceptance not later than
twenty-six (26) hours after the expiration of the time for the receipt of bids, and the opinion of the Bond Counsel
firm of Stradling, Yocca, Carlson & Rauth, a Professional Law Corporation, Newport Beach, California,
approving the validity of the Bonds, being furnished us (if we are the successful bidder) at the time of delivery
of the Bonds at the expense of the Agency.
There is enclosed herewith a •• check in the amount of Sixty-seven Thousand Two
Hundred f=ifty Dollars (567,250), payable to the order of the San Juan Capistrano Community Redevelopment
Agency,
.. Insert "certified" or "cashier's".
There is submitted herewith a "Memorandum of Interest Cost" (which shall not constitute a part of
this bid), stating the total interest cost in dollars on the Bonds during the life of the issue under this bid and the
net interest rate determined thereby.
Respectfully submitted,
Name:
(Account Manager)
By:
Address:
City.
State•
Telephone:
MEMORANDUM OF INTEREST COST
The total interest cost on the Bonds during the life of the issue, assuming minimum sinking account
payments, under the above bid is $ and the net interest rate determined thereby is
ACCEPTED:
Executive Director
San Juan Capistrano Community
Redevelopment Agency
32q
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss. AFFIDAVIT OF POSTING
CITY OF SAN JUAN CAPISTRANO )
JEFFREY C. PARKER, being first duly sworn, deposes and says:
That he is the duly appointed and qualified Acting Secretary of the San Juan
Capistrano Community Redevelopment Agency,
That in compliance with State laws of the State of California and in further
compliance with City Resolution No. CRA 83-12-20-1 and on the 23rd day
of Mav , 1991, she caused to be posted:
RESOLUTION NO. CRA 91-5-21-1 , being:
A RESOLUTION OF THE SAN JUAN CAPISTRANO COMMUNITY
REDEVELOPMENT AGENCY, AUTHORIZING ISSUANCE OF NOT
TO EXCEED $7,000,000 PRINCIPAL AMOUNT OF SAN JUAN
CAPISTRANO CENTRAL REDEVELOPMENT PROJECT 1991 TAX
ALLOCATION REFUNDING BONDS, APPROVING, AUTHORIZING
AND DIRECTING EXECUTION OF INDENTURE OF TRUST
RELATING THERETO, AUTHORIZING AND DIRECTING
COMPETITIVE BID OF SALE OF SUCH BONDS, APPROVING
OFFICIAL STATEMENT AND PROVIDING OTHER MATTERS
PROPERLY RELATING THERETO
in three (3) public places in the City of San Juan Capistrano, to wit: City Hail; Old Fire
Station Recreation Complex; Orange County Public Library.
San Juan Capistrano Co
Redevelopment Agency