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Home My WebLink AboutRDA 82-13RESOLUTION NO. RDA 82-13 RESOLUTION OF THE TUSTIN COMMUNITY REDEVELOPMENT AGENCY ACCEPTING A BID FOR THE PURCHASE OF ITS $8,500,000 PRINCIPAL AMOUNT OF TUSTIN COMMUNITY REDEVELOPMENT AGENCY TOWN CENTER AREA REDEVELOPMENT PROJECT TAX ALLOCATION BONDS, SERIES 1982. RECITALS: A. The Tustin Community Redevelopment Agency (the "Agency") is a redevelopment agency, a public body, corporate and politic, duly created, established and authorized to transact busi- ness and exercise its powers, all under and pursuant to the Community Redevelopment Law, California Health and Safety Code Sections 33000 et seq. and the powers of the Agency include the power to issue bonds for any of its corporate purposes. B. The Agency in compliance with all requirements of law has heretofore adopted, on October 20, 1982, Resolution No. RDA 82-10 (the "Bond Resolution"), entitled: "Resolution of the Tustin Community Redevelopment Agency Authorizing the Issuance of $8,500,000 Principal Amount of Tustin Community Redevelopment Agency Town Center Area Redevelopment Project Tax Allocation Bonds, Series 1982." C. The Agency in compliance with all requirements of law has heretofore adopted, on November 15, 1982, Resolution No. RDA 82-12 (the "First Supplemental Resolution"), entitled: "First Supplemental Resolution of the Tustin Community Redevelopment Agency Supplementing and Amending a Resolution of the Tustin Community Redevelopment Agency Authorizing the Issuance of $8,500,000 Principal Amount of Tustin Community Redevelopment Agency Town Center Area Redevelopment Project Tax Allocation Bonds, Series 1982." D. The Agency deems it necessary to sell at this time $8,500,000 principal amount of Bonds as authorized by the Bond Resolution as amended by the First Supplemental Resolution. E. The Agency in compliance with all requirements of law has heretofore adopted, on October 20, 1982, Resolution No. RDA 82-11 (the "Sale Resolution"), entitled: "Resolution of the Tustin Community Redevelopment Agency Providing for the Sale of Not to Exceed $8,500,000 Principal Amount of Tustin Community Redevelopment Agency, Town Center Area Redevelopment Project, Tax Allocation Bonds, Series 1982." NOW, THEREFORE, THE TUSTIN COMMUNITY REDEVELOPMENT AGENCY HEREBY FINDS, DETERMINES, RESOLVES, AND ORDERS AS FOLLOWS: Section 1. Compliance with Conditions Precedent. Ail steps required to be taken precedent to the authorization, issuance and sale of the Bonds have been duly and regularly taken as provided by law. Section 2. Notice Inviting Bids. The invitation for bids for the purchase of the Bonds (the "Notice Inviting Bids") was given as required by law. Such invitation is attached hereto, marked "Exhibit A," and by this reference incorporated herein. The final form of such Notice Inviting Bids and the Bid Form, and the use thereof, including the memorandum of interest cost, attached hereto and marked "Exhibit B" and by this reference incorporated herein, are hereby ratified and confirmed. Pursuant to the Notice Inviting Bids, bids have been received, opened, read and examined. Section 3. Successful Bidder. The bid of Merrill Lynch White Weld Capital Markets Group and Associates for the Bonds, attached hereto, marked Exhibit C, and by this reference incorporated herein, is the best bid for the Bonds. Such bid is hereby accepted in accordance with the terms thereof, and in accordance with and subject to the Bond Resolution, as amended by the First Supplemental Resolution, and the Sale Resolution. Section 4. Ail Other Bids Rejected. Ail bids other than the one accepted pursuant to Section 3 hereof are rejected. Section 5. Interest Rates on the Bonds. The interest rates on the Bonds maturing as set forth below are hereby fixed as follows: Year Principal Amount Interest Rate 1983 $ 85,000 7.750% 1984 95,000 7.750 1985 100,000 7.750 1986 115,000 7.750 1987 125,000 7.750 1988 140,000 7.750 1989 155,000 8.000 1990 175,000 8.250 1991 190,000 8.500 1992 215,000 8.750 1993 235,000 9.000 1994 260,000 9.200 1995 290,000 9.300 1996 325,000 9.400 1997 360,000 9.500 2006 5,635,000 9.750 Section 6. Purchase Price for the Bonds. The Secretary is hereby authorized and directed to deliver the Bonds to the suc- cessful bidder upon payment of $8,252,961.40 therefor, plus accrued interest to the date of delivery. Section 7. Ratification. Ail actions and proceedings heretofore taken in connection with the authorization, issuance and sale of the Bonds are hereby ratified and confirmed. Section 8. Official Statement Approved. T h e Ag e n c y hereby approves the Official Statement, substantially in the form of the draft copy attached hereto, marked Exhibit D, and by this refer- ence incorporated herein, to be distributed to the successful bidder for use in the sale of the Bonds. The Executive Director, upon the advice of the Financial Consultant or Co-Bond Counsel, or both, is hereby authorized and directed, prior to final preparation for dis- tribution, to make such changes in such Official Statement as are necessary or desirable to correct errors or clarify or expand upon the meaning of parts thereof. A copy of the Official Statement, as distributed, shall be filed in the office of the Secretary of the Agency. Section 9. Official Statement Furnished. The Secretary and the Financial Consultant are hereby authorized and directed to cause to be furnished to the successful bidder a reasonable number of copies of the Official Statement. Section 10. General Authorization. The members of the Agency, and its officers, deputy officers, employees, consultants and counsel, are hereby authorized to do all acts and things necessary or desirable in carrying Out the financing contemplated by the Bond Resolution, as amended by the First Supplemental Resolution, the Sale Resolution and this Resolution. Section 11. Effective Date. effect upon its adoption. This Resolution shall take 1982. PASSED, APPROVED AND ADOPTED this 15th day of November, 1982 ATTEST: Chairman (SEAL) TUSTIN COMMI;NI'I'~' REDEVELOPMENT AGENCY (a public Imd.~, corporate and politic, of the Slale of California; NOTICE INVITING BIDS NOT TO EXCEED $8,500,000' TUSTIN COMMUNITY REI)EVELOPMENT AGENCY TO%'N CENTER AREA REDEVEI.OPMENT PROJECT TAX ALLOCATION BONDS SERIES 1982 NOTICF, IS IIERI!BY GIVEN that sealed proposals for the purchase of Eight Million Five llundred Thousand Dollars ($8.500.000) principal amount* of tax allocation bonds of the Tustin Community Redevelopment Agency (hereinafter referred to as the "Agenc)") will be received by the Agency at the ollices of Mudge Rose Guthrie & Alexander, Suite 3166, 3.33 South Grand Avenue, Los Angeles, California 90071 at I1:00 a.m. (P.S.T.) on MONDAY, NOVEMBER 15, 1982 or. if no commitment for municipal bond insurance has been received by the Agency by such date. on MONI)..\Y, NOVEMBER 22, 1982. OPENING OF BIDS: Thc bids will bc received at thc above time and place, will be opened by thc Financial Consultant and will be presented to thc Agency at its meeting to be held later that das. ISSUI:,:* Eight Million Five Hundred Thousand Dollars ($8.500,000)* designated "Tustin Commu- nit)' Redevelopment Agency Town Center Area Redevelopment Project, Tax Allocation Bonds, Series 1982" (the "Bonds"), consisting of 1.700 bonds, numbered I to 1.700. both inclusive, of the denomination of live tbousand dollars ($5,000) each. dated as of November I. 1982: provided that the total principal amount of Bonds (and, consequently, the number of bonds) may be established in a lesser amount as shall be determined prior to thc opening of bids as set forth under "Municipal Bond Insurance" herein. MATURITIES:* Thc Bonds ~ill mature on November I in each of the years, and in the amounts, shown below: Y~r of Nlaturit~ 1983 ..................................................... 1984 ..................................................... 1985 ..................................................... 1986 ..................................................... 1987 ..................................................... 1988 ..................................................... 1989 ..................................................... 1990 ..................................................... Principal AlnOUflt* S 85.000 95.000 100.000 I 15.000 125,000 140.000 155.00(} 175.000 Year of Maturity 991 ..................................................... $ 992 ..................................................... 993 ..................................................... 994 ..................................................... 995 ..................................................... 996 ..................................................... 97 ..................................................... 2006 ..................................................... Principal Amount* 190,000 215,000 235,000 260,000 290,000 325,000 360,000 5.635,000 MANDATORY REDEMPTION:* The Bonds maturing on November I. 2006 shall be retired by redemption at 100(i,~, without premium, through operation of. and with moneys available therefor in. the Sinking Account established by thc resolution of the Agency authorizing thc issuance of thc Bonds (the * The aggregate principal amount, maturity amounts and mandatory redemption amounts of the Bonds are subject to change prior to the opening of bids in accordance with the provisions ora policy of insurance on the Bonds as further explained under thc caption "Municipal Bond Insurance.' "Resolution"), prior to their maturit.~, commencing on \ovembcr I, 199~ and on November I each year thcrcal'tcr, b3 deposit into thc Sinking Account o1' thc amounls spccilicd hcrcal'lcr: Minimum ! ear Sinking Ending Accounl No*emlx, r I Payments* 1998 ....................................................... $400.000 1999 ....................................................... 440,000 2000 ....................................................... 490.000 2001 ....................................................... 545.000 2{}02 ....................................................... 6{}5,{}00 Ending No*ember I 2003 ...................................................... 2004 ...................................................... 200? ...................................................... 2006 ...................................................... Minimum Sinking Afcouni Pa.~ monls* $670.000 745,000 825.000 915.000 OI~TION..\I. I~,I-~DI(\IPTI()N: The Bonds maturing on or after November I, 1993 are subject to reticmption prior to their respective Mated maturitics, at the option of the Agcnc5. as a x~holc, or in part in inxcrse order of maturities, and by lot within any such maturit5 if less Ihan all of thc Bonds of such maturit3 be redeemed. I'rom any source o1' available funds, on an3 interest payment date on or after November I. 1992. at thc respective redemption prices (expressed a~ percentages of thc principal amount of thc Bonds or portions thereof to bc redeemed) ~ct forth bclox~, in each case together x~ith accrued interest to thc redemption date: R~em~tion [)a~es R~em~l[o~ Price No~ember I. 1992 and Ma~ I. 1993 ..................................................................... ()2~(; November 1. 1993 and Ma~ I. 1994 ..................................................................... 02 No~ember I. 1994 and Max I. 1995 ..................................................................... 01~.' November I, 1995 and Ma5 I. 1996 ..................................................................... 01 No~cmber I. 1996 and Ma~ I. 1997 ..................................................................... ()()~: November I. 1997 and thcrcal'tcr .......................................................................... O0 INTI(RES'I': Thc Bonds will bear interest From November I. 1982 at a rate lo be lixcd u~)n thc sale thereof, but not to exceed B~elvc percent (12'S) per annum, payable commencing on Ma5 I. 1983 and ~cmiannually thereafter on November Ist and Ma5 Ist in each year. PAYMI~NTS: Thc Bond~ and thc interest thereon and an5 premiums upon the redemption thereof prior lo maturity arc payable in lawful money o~' thc Lnitcd Slates of America and (except for interest on Full3 Registered Bonds. which i~ pa3ablc b~ mailed check or draft) are payable at thc principal ollicc of thc I"iscal Agent for thc Agcnc5 in I.os Angeles. California. or. at thc option of the holder, at the ollice Pa3ing Agent ol' thc Agent3 in Ne~ York. New York. RE(JISTRATION: Two Forms of Bond~ have bccn provided: (i) those ~hich shall be initiall5 issued and which are in negotiable form. pa3ablc to bearer with negotiable coupons ("Bearer Bonds"). and (ii) those ~hich arc issued to facilitate registration and ~o arc issued as Full3 registered bonds payable to thc rcgislered ox~ncr ("Full5 Registered Bonds"). Thc Bearer Bonds are not regislrablc by endorsement and. to facilitate their registration, thc5 may be exchanged I'or Fully Registered Bonds as provided in thc Resolution. A Bearer Bond or Bearer Bonds ma5 be registered by exchanging the Salne for a Full5 Registered Bond or Fully Registered Bonds. as thc case may be. A Bearer Bond or Bearer Bonds and Full3 Registered Bond or I"ull~ Registered Bonds may be exchanged fi)r a I'ully Registered Bond or Fully Registered Bonds. A Fully Registered Bond ma) be exchanged in ~holc for a Bearer Bond or Bearer Bonds or in part for such Bearer Bond or Bearer Bonds and thc bahmcc For a I:ull3 Registered Bond or Full5 Registered Bonds. Transfer of o~ncrship of a Fulh' Registered Bond or Fully Registered Bonds shall be * The aggregate principal amount, maiurit5 amounts and mandatory redemption amount.,, o1' the Bonds are :,ubjcct to change prior to the opening of bids in accordance with the provisions of a policy of insurance on thc Bonds a.s further explained under the caption "Municipal Bond Insurance." made by exchanging the same for a new Fully Registered Bond or Fully Registered Bonds. All of such exchanges shall be m,'tde in such manner and upon such reasonable terms and conditions as may from time tO time be determined and prescribed by thc Agency: provided, however, no such exchange shall be made between thc fifteenth (15th) da)' preceding an)' interest payment date and such interest payment date. Such exchanges shall be free of any costs or charges to thc person, lirm, or corporation requesting such exchange. except for any tax or governmental charge that ma,,,' be imposed in connection therewith. Each Bearer Bond issued pursuant to thc Resolution shall be of thc denomination of live thousand dollars ($5.000). Each Fully Registered Bond issued pursuant to thc Resolution shall bc of a denomination which is live thousand dollars ($5,000) or any whole muhiplc thereof. PURPOSE OF ISSUE: The Bonds arc to be issued by the Agency under and pursuant to thc Community Redevelopment Law of the State of California (Part I of Division 24 of thc Health and Safety Code) in order to aid in the financing of a redevelopment project in thc City of Tustin, California, kno~n its the Town Center Area Redevelopment Project. pursuant to the Resolution. SECURITY: The Bonds arc payable, ils to both principal and interest, from Tax RevcmlCS (as defined in thc Resolution) and interest earnings. The Bonds arc not obligations of thc City of Tustin. thc State of California or any of its political subdivisions and do not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction. TERMS OF SAI,E INTEREST RATE: Thc interest rate bid may not exceed twelve percent (I 2(~4.) per anmlm. Thc Bonds will bear interest from November I, 1982. payable commencing Ma,,,' I. 1983, and semiannually thereafter on November Ist and May Ist in each year. Bidders may specify any number of separate interest rates, and any rate may be repeated as often as desired: provided, however, that (i) thc difference between thc highest and lowest coupon rates specified in any bid shall not exceed two percent (2';zc): (ii) each interest rate specified must be in a multiple of :e,, of It::,~, and a zero rate of interest cannot be specified: (iii) no Bond shall bear more than one rate of interest, no interest payment shall be evidenced by more than one coupon and supplemental coupons are not permitted: (iv) each bond shall bear interest from its date to its stated maturity date at the interest rate specilied in the bid: (v) all bonds of the same maturity date shall bear the same interest: and (vi) an.,,' premium must be paid in bank funds ils part of the purchase price, and no bid will be accepted which provides for the cancellation and surrender of an)' interest coupon or for the waiver of interest or other concession by the bidder its a substitute for payment in full of the purchase price in bank funds. Bids which do not conform to the terms of this paragraph will be rejected. PURCllASE PRICE: Thc Bonds shall be sold for cash only. All bids must be for not less than all of the Bonds and each bid shall state the purchase price (not less than ninet)-sevcn percent (97'7~) of the principal amount of the Bonds. plus accrued interest to the date of delivery) at which the bidder offers to buy the Bonds. Each bidder shall state in his bid the total net interest COSt in dollars and Iht average net interest rate determined thereby, which shall be considered informative only and not a part of the bid. IllGI--II'~S'i' BI[): The Bonds will be a~arded to the highest responsible bidder for Bonds maturing in accordance ~ith the Maturity Schedule. assuming that the Bonds maturing on November I. 2006 are retired in accordance with the provisions for the mandator.~ redemption thereof as explained herein under "Mandatory Redemption." As noted, the Maturity Schedule ~ill bc as set forth herein under "Maturities." subject to change as further explained herein under "Municipal Bond Insurance." \Vith respect to all bids submitted for Bonds maturing in accordance with thc Maturity Schedule. the highest bid will be determined by deducting the amount of the premium bid (if any) from. and adding the amount of the discount bid (if any) to. the total amount of interest which ~ould be required to be paid tin all Bonds from November I. 1982 to their respective maturity dates (except that for purposes of such determination with respect Io Bonds maturing November I. 2006 an assumption shall be made that during the years 1998 through 2006 an amount of such Bonds shall be retired annually on Nove,nber I in accordance with the schedule for minimum sinking account payments as set forth herein under "Mandatory Redemption") at the applicable interest rate or rates specitied in the bid. and the award will be made tin the basis of thc lowest net interest cost. Thc purchaser must pay accrued interest, computed on a 360-day year basis, from thc date of thc Bonds lo the date of delivery. Thc cost of printing the Bonds will be borne by the Agency. RIGHT O1': RE.IEC'I'ION: The Agency reserves Iht right, in its discretion, to reject an)' and all bids and, to the extent not prohibited by laa, to waive any irregularity or informality in an)' bid. PROMP'I' AWARD: The Agency will take action awarding thc Bonds or rejecting all bids not later than twenty-six (26) hours after thc time herein prescribed for the receipt of bids: provided that the award may bc made afler the expiration of thc speciticd time if Iht bidder shall not have given to thc Agency re)rice in writing of the withdrawal of such bid. CUSIP: CUSIP identitication numbers may bc imprinted on thc Bonds, but such numbers shall not constitute a part of the contract evidenced by thc Bonds and no liability shall hereafter be attached to the Agent) or any of the ollicers or agents thereof because of or on account of said numbers. An)' error or omission with respect to said numbers shall not constitute cause for refusal by the successful bidder to accept deliver) of and pa! for the Bonds. DF.I.IVI!RY AND PAYMENT: I)elivcry of the Bonds will bc made to thc successful bidder at Jclrries Banknote Compan), 1330 West Pico Boulevard, I,os Angeles, California, or at such other place as ma)' be agreed upon b> the successful bidder and thc olliccr of the Agent) making deliver). Payment for thc Bonds must be made in funds imrnediately available to thc Agency in I.os Angeles, California. PROMPT I)EI.IV}~RY: CANCt-.'I.I. ATION FOR I.AIE DEI.IVER¥': Thc Bonds will be delivered to thc successl'ul bidder on or about I)cccmbcr ~4, 1982, and such prompt deliver) time is of thc essence of thc contract to be made hereunder for thc sale of thc Bonds. The Agency. at its sole option, shall have the right to delay the delivery of thc Bonds beyond said date: provided, however, that thc successful bidder shall have the right, at its option, to cancel the contract of purchase if the Agent) shall fail to execute the Bonds and tender them for delivery within sixty {60) days from the date herein fixed for the receipt of bids. and in such event the successful bidder shall be entitled to thc return of the procecds of thc check accompanying its bid. FORM O[.' BID: [!ach bid, together with the bid check, must be in a sealed envelope, addressed to thc ..\gency, aith thc envelope and bid clearly marked "Bid for Tax AIIocatk)n Bonds Series 1982 of thc Tustin Community Redevelopment :\gency." I!ach bid must be unconditional lind in accordance with thc terms and conditions set forth herein, ~,)r permitted herein, and must be submitted on. or in substantial accordance aith the bid form provided b> lhe ..\gcncy. BID C[IliCK: A ccrtilicd or cashier's check drawn on a responsible bank or trusl company in thc amount of I!ight>-Iivc Thousand Dollars ($85.000), payable to the order of thc Agency. must accompany each bid tis a guaranty that thc bidder, if successful, will accept and pay for thc Bonds in accordance with thc terms of his bid. The check accompanying any accepted bid shall bc cashed and thc proceeds thereof applied to thc purchase price. If such bid is accepted but not performed, unless such failure of performance shall be caused by tiny act or omission of Ihe ..\gcnc), the proceeds of Iht check accompanying any accepted bid shall be retained by thc Agency. Thc check accomp.'~nying each unacccptcd bid will be returned promptly. C~I,,\N(iI'i IN TAX I!XI!MP'I' STATUS: At any time before the Bonds arc tendered for deliver)', thc successful bidder may di.,,allirm lind x~ithdraw thc bid if thc interest received by private holders from bonds of thc same type and character shall be declared to be taxable income under present federal income tax laws. either by a ruling of the Internal Revenue Service or b) a decision of any federal court, or shall be declared taxable by thc terms of t. ny federal income tax law enacted subsequent to thc date of this notice. I.FGAI. OPINION: The ()pinion of Mudge Rose Guthric & Alexander, I.os Angeles. California and Rourkc & Woodruff, Santa Aha, California, Co-Bond Counsel, approving the legality of thc Bonds and stating that interest on thc Bonds is exempt from Federal income taxes and from State of California personal income taxcs under existing statutes, regulations, rulings and courl decisions, will be furnished the successful bidder tit or prior to thc time of delivery of Ibc Bond.,, at thc expense of thc Agency. A copy of such opinion, ccrtilicd by an ollicer of thc Agency by his facsimile signature, will bc printed on thc back of each dclinitivc Bond. No charge will bc madc to thc purchaser for such printing or ccrtilication. MUNICIPAl. BOND INSURANCE: Thc Agency has applied for a policy of municipal bond insurance on thc Bonds. If thc Agency receives a commitment for municipal bond insurance said polio) of insurance would guarantee thc payment, ahcn duc, of thc principal of and interest on thc Bonds. The policy docs not insure against nonpayment caused by the insolvency or negligence of any paying agent or thc fiscal agent of thc insurer, or nonpa5mcnt of rcdcmplion prmniums, and docs not provide for an5' accelerated payments in thc event thai bonds insured thereunder arc declared duc and payable prior to maturity. Such a policy a'ould bc non-canccllablc and thc premium would bc fully paid at thc time of thc delivery of thc Bonds. The Agency anticipates that by November 12. 1982 a commitment for municipal bond insurance will have been received. Should an insurance commitment bc obtained, and be in an amount less than $8.$00.000. thc aggregate principal amount of thc Bonds will be reduced to equal thc amount of insurance coverage so provided find Iht Maturity Schedule ai[I bc adjusted in accordance a'ith thc terms of thc commitment. If no commitment for municipal bond insurance is rcccivcd by November 12. 1982, Iht bid date will bc postponed from Novcmbcr 15. 1982 to November 22. 1982. Thereafter. if no commitment for municipal bond insurance is received b5 November 19. 1982. thc bid date a'ill be postponed indefinitely. Information with respect lo ahcthcr municipal bond insurance has been obtained for the Bonds and whether there is a change in thc bid date or in thc principal amount of Bonds to bc issued a'ill be available over thc "Munifacts" a'irc by or before No~cmbcr 12. 1982 and (if applicable) November 19. 1982. OFFICIAl. S'I'AT['~M ENT: Upon thc determination of thc successful bidder. Iht Agency will prepare its linal Official Statement (thc "Oliicial Statcmcnl") with respect to thc Bonds. Thc Agency will furnish to thc successful bidder, at no charge, such number of copies of the Official Statement (and an)' amendment or supplement thereto) as thc successful bidder ma~ rcasonabl5 rcqucsl (bul nol to exceed 200) for usc in connection aith any resale iff Iht Bonds. BI_UI! SKY I.AWS: Thc successful bidder a'ill be responsible for thc clearance or exemption ~ith respect to the status of the Bonds for sale under thc securities or "Blue Sky" laws of thc several states and the preparation of an5' survc)s or memoranda in connection therca'ith. CLOSING DOCUMENTS: In addition to the opinion of Co-Bond Counsel referred to above, at the lime of payment for and deliver5 of the Bonds, the Agency will furnish thc successful bidder thc folloa'ing doCulncnts all lo be dated as of the date of delivery: I. No I.itigation Cerlilicatc -. A certilicate of thc General Counsel to thc Agency certifying that there is no direct litigation pending affecting thc validity of thc Bonds. 2. Signature Certilicate ..\ ccrtiticate of the appropriate ollicers of thc Agency indicating that the5 have signed thc Bonds by m,'mual or facsimile signature and that Ihey acre duly authorized to CK¢CUte [he .,,,anle. 3. Fiscal Agent's and Treasurer's Receipts Thc receipts of thc Fiscal Agent and thc Treasurer of thc Agent5 sht)','.inL2 Ihat Ihc purchase price of thc Bonds. including accrued interest to Ihe date of delivery, has been received by Iht Agone5 and thc Fiscal ..\gent. rcspcctivcl5. and thc distribution of thc funds to be made. 4. Certificate Concerning Ollicial Statement -- A ccrtilicatc of an appropriate ofliccr of thc Agency to thc effect that lo thc best of such officer's knoalcdgc and belief, and after reasonable investigation. (a) neither thc ()llicial Statement nor an~ amendment or supplement thereto contains any untrue statement of a material fact or omits to slate an5 malcrial fact necessary to make thc statements therein, in light of thc circumstances in a'hich thc3' acre made. not misleading: (b) since thc date of thc Ollicial Statement. no event ha.., occurred which should have been set forth in an amendment or supplement to the Ollicial Statement which has not been set forth in such an amendment or supplement: and (c) there has not bccn anx material adverse change in thc operations or linancial f, ffair.,, of thc Agency since thc date of tile Otlicial Statement. 5. Opinion of the General Counsel to :\genc~ An opinion of thc General Counsel to the Agenc.~ that thc activation and certain subsequent procedures or thc ..\gcncy (exclusive of thc issuancc and sale of the Bonds) have bcen taken in accordance with all applicable laws. 6. Arbitrage Ccrtilicatc -. A ccrtilicate of a responsible olticer of thc Agency ccrtil'ying that, on thc basis of the facts, cstimatcs and circumstances in effect at thc time of delivery or thc Bonds. it is not cxpcctcd that thc proceeds of the Bonds will bt: used in a manner that will causc thc Bonds to bc arbitrage bonds. INI.'ORMA-rlON ..\VAII.ABI.I';: Rcqucst.', for copics of thc Resolution and Iht: Otlicial Stulcmcnt. or for other information concerning thc Agenc,~, should bc ;~ddresscd lo tht: Financial Consultant to thc Agency: Miller & Schrocder Municipals. Inc...505 I.omas Santa I.'c I)rivc, Suite 200, Solana Beach, CA 92075. ,,\ttcntion: Michael \¥hipplc or Pamcla \Vigcl. Telephone (619) 481-5894. (lIVEN by order of the Agency adopted on October 20. 1982. · s;' Mary E...~,.V.,,'nn Secretary of thc 'l'ustin Community Rc~:vclopmcnt ..\genc5 BID FOR TIlE PIiRCllASE O1: l'l,'.gl'lN {"OMMI'~ITY RI::I)EVI':I.¢)PMENT AGENCY 'I'OW~ (T:~I'ER ,AREA REDI'3,'EI.OIBIENT PROJE(71' TAX ALI.OCATION IIO~I)S SERIES 1982 NeYI' TO EXCEED $8,500.000 ................... 1982 Tuslin Community Redevelopment Agency City of Tustin. California On bchalf of a group which wc have formed, consisting of and pursuant to the Notice Inviting Bids hereinafter mentioned, wc offer to purchase the Bonds designated as "'l'ustin Community Redevelopment Agency 'Foa n Center Area Redevelopment Project, Tax Allocation Bonds. Series 1982" in total principal amount pursuant to the Maturity Schedule its follows: Maturit) Schedule Not to Exceed $8,500,000 Aggregate Principal Amount Maturity Date Novem~r I 1983 ........................................................... $ 1984 ........................................................... 1985 ........................................................... 1986 ........................................................... 1987 ........................................................... 1988 ........................................................... 1989 ........................................................... 1990 ........................................................... 1991 ........................................................... 1992 ........................................................... 1993 ........................................................... 1994 ........................................................... 1995 ........................................................... 1996 ........................................................... 1997 ........................................................... 2006 ........................................................... Principal Amount 85,0(}{} 95,000 00.000 I 15.000 125,000 140.000 155.000 175.0{}0 190.000 215.000 235.000 260.000 290,000 325,1)(10 360,000 5,635,000 Interest Rale and to pa3' therefor the aggregate sum of S ........................... * plus interest accrued on the Bonds to the date of delivery thereof. This bid is made subject to all thc terms and conditions o£ thc Notice Inviting Bids heretofore published, all of ~ hich terms and conditions arc made a part hereof as full)' as though set forth in full in this bid. * Principal amount of the Ilonds plus premium or less discount, if any (discount not to exceed three percent (3qr)). .\n M'~ccilicd in the \otice Inviting Bid~,. this bid i~ sub. jeer ~o acceptance not later Ihan tx~entx-six hours ;ti'tot thc expiration o1' thc ti,nc I'or thc receipt o1' bidn. and thc opinion ol' ('o-ih)nd ('ounscl lirms Xludgc Rose (iuthrie & Alexander. I.os ..Xngelcs. California. and Rourkc & Woodruff'. Sanla Anti. California. approving the validil) o1' thc Bonds. will be I'urnished us I. if ~c arc the successful bidder) at the time of dclixcrx o1' thc Bonds at the expense ol' the 1'here ih enclosed hcrcx~ith a .................. ** check in thc anlounl oJ' I~ight)-Iivc Thousand Dollars iSSS.000), pa~ablc to thc order of Iht 'l'hcrc i~ ~ubmittcd llcrcx~ith a mcnaorandum t x~ hich ~hall not constitute a part o1' this bid) ~tating thc total net interest cost in dollars on Iht Bondh during Ihe lil'c of thc issue (deducting thc amount o1' nny premium or addin~ thc antount ol' an) discount), and the iix'cf'[igc i1¢1 interest rate determined thcrcbx. Respect I'ull.x :,ubmitled. (.\ccount %l:lnager) ..\ddrcss Citx .%l;tte ME.MORANI)t M OF IN'I'I.~RI".S'I' ('(),%'1' The total net interest cost on the Bond,, durin~ the lil'c ol' the issue to November I. 2006 (.deducting thc amount ol' any premium or addin~ thc altlount o1' an'¢ di~,count ). under the above bid is S ................................. .... and the ttvcrtlge ncl interest rate determined therebx is .................. ';. Stich net inlcre~,t cost is computed in accordance v, ith the rcquircmem:, stat,zd urlder "1 lighe~,t Bid" in the Notice Inviting Bids. ** Ira, crt "certified" or "ca~,hicr's". EXHIBIT C BID FOR TIlE PURCllASE OF TUSTIN COMMUNITY REDEVEI.OPMENT AGENCY TO%VN CENTER AREA REDEVELOPMENT PROJECT TAX AIJ.OCATION BONDS SERIES 1982 NOT TO EXCEED $8,500,000 Tustin Community Redevclopmcnt Agency City of Tustin. California On behalf of a group ~hich we have formed, consisting of MERRILL LYNCH KrHITE WELD CAPITAL MARKETS G. RQ.ILP.__AND. ASSOCIATES 11/15 1982 and pursuant to thc Notice Inviting Bids hereinafter mentioned, we offer to purchase the Bonds designated as "Tustin Community Redevelopment Agency Town Center Area Redevelopment Project, Tax Allocation Bonds. Series 1982" in total principal amount pursuant to thc Maturity Schedule as follows: Maturity Schedule Not to Exceed $8,500.000 Aggregate Principal Amount Maturity Date No~emberl 1983 ........................................................... $ 1984 ........................................................... 1985 ........................................................... 1986 ........................................................... 1987 ........................................................... 1988 ........................................................... 1989 ........................................................... 1990 ........................................................... 1991 ........................................................... 1992 ........................................................... 993 ........................................................... 1994 ........................................................... 1996 ........................................................... 1997 ........................................................... 2006 ........................................................... Principal Interest Amount Rate 85.000 '7~,V.~ 95.000 '7, 3'%O' 100.000 '7 I 15.000 '7 ~'/.~ 125.000 ~"F/,v 140.000 7.~// 155.000 ~ --' 175.000 .; '~/' 190.000 ~"./~ 2 ~ 5.ooo 5:_}/,/ 235.000 /"-- 260.000 &; ;2<,, 290.000 325,000 360,000 5,635.000 .~; -~/~" and to pa)' therefor thc aggregate sum of ,.-.,/...~ ..... 7" ........ ...... plus interest accrued on the Bonds to the date of delivery thereof. This bid is made subject to all thc terms and conditions of the Notice Inviting Bids heretofore published, all of x~hich terms and conditions are made a part hereof as fully as though set forth in full in this bid. * Principal amount of the Bonds plus prcmium or less discount, if any (discount not to exceed three percent ..'ts specilicd in the Notice Inviting Bids. this bid is subject to acceptance not latcr than twenty-six (26) hours after the expiration of the time for thc receipt of bids. and thc opinion of Co-Bond Counsel firms Mudge Rose Guthrie & Alexander, Los ,,\ngelc's. California. and Rourke & \Voodruff. Santa Aha, California. ~:pproving the validitx of the Bonds. will be furnished us (if x~c arc the successful bidder) at thc time of delivery of the Bonds at thc expense, of the Agency. There is enclosed herewith ac'~.'~'~',,ff* check in the amount of Eighty-five Thousand Dollars (S85.000). pa3able to the order of thc Agency. There is submitted hcrex~ith a memorandum (v, hich sh.'~ll not constitute a part of this bid) stating the total net interest cost in dollar5 on thc Bonds during thc life of the issue (.deducting the amount of an,,,' premium or adding thc amount of any discount), and thc :~vcragc net interest rate determined thereby. Respectfully submitted. Xamc ~R. 8_ILL._..LY~C_H_..k~I.T.E Wg!~_D. CAPITAL .MARKETS (Account Managcr) GROUP Address 523 West S±xth Street / Cit3 Los Angeles State California 90014 .MEMORANDUM (.)F INTEREST COST 'l"he to:al net interest cost on thc Bonds during the life of thc issue to November I, 2006/(~e amounrof-m'ry-pr, em+u-m-or adding thc ;:mount of'an.', discount), under the above bid is S.Z?,,ff',,../..~..-.-/~./....3~..:.[".,.,~ ,z...'.~..~./.~'~.4 .t. Such net interest cost is computed .... and thc average net intcrcsl r~lte determined therebv is in accordance with thc requirements stated under "llighest Bid" in the Notice Inviting Bids. ** Insert "certified" or "cashier's". ~I~'T~i'I'.~'..~I'~--OFFI'-C'"I~i('~$~:'~TET~IEN'I' I)ATED NOVEMBER I0. 1982( .N_'_E~A' ISSL'EJ Standard & Poor's Rating: AAA (MBIA lnsuredl ISee "Bond Rating" herein) In the opinion of Co-Bond Counsql, inte,'est on the Bonds is exempt from Federal income taxes and from State of California pcrsonal income taxes under existing statutes, regulations, rulings and court decisions. $8,500,000' TUSTIN COMMUNITY REDEVELOPMENT AGENCY la public body. corporate and politic, of the State of California) TOWN CENTER AREA REDEVELOPMENT PROJECT TAX ALLOCATION BONDS, SERIES 1982 D:lted: November 1. 1982 Due: November 1. as shown below Interest on the Bonds is payable on M'ay 1. 1983 and semi-annually thereafter on each M'ay I and November 1 of c.~ch year until maturity. The Bonds will be initially issued as Bearer Bonds. in the denomination of $5.000. or as Fu!iy Registered Bonds, in the denomination of S5.000 or any whole multiple thereof. Principal of and interest on thc Bonds will be payable at the principal office of Security Pacific National Bank. the Fiscal Agent for the A___enc.x in Los Angeles. or, at the option of the holder, at the oMce of the paying agent in New York, New York. The Bonds maturing November I. 2006 are subject to redemption from amounts available in the Sinking .\coOt:hi in ?art by lot on November I. 1998 and on each November I thereafter et a redemption price equal to ~he principal amount thereof plus accrued interest to the date of redemption. The Bonds are subject to optional redemption prior to maturit), in whole or in part. on November 1. 1992 and on each interest payment date :hercvfter. a: the redemption prices and in the manner described herein. MATURI'FY SCHEDULE~ Principal Maturil.~ Coupon Principal Maturil.'. Coupon Arnuun~ No~ember I Ra~e Yield Amount No~embc. r I Ra~e Yield 5, ~5.000 ................... 1983 ~7.%-~ ~.O.~': 5190.000 .................. 1991 95.000 ................... 198~' '7, '-/~' ~',oC0 215,000 .................. 1992 100.000 ................... 1985 ~'7ac r].~)O~ 235.000 .................. 1993 c/.oo o..O0 I i 5.(')00 ...................1986 '7,, ~]ff ,~, ~.~ 260.000 .................. 1994 q,o~O q,~.O l _..000 ................... 1987 r/. qff r/~0 290.000 .................. 1995 c/, 140.000c~ , ................... 1988 ?. 73~ r/.?5' .~25.000 .................. 1996 cl'qO I._ .00C .................... 1989 g.O~' ~D0~ 3(,0,000 .................. 1997 I-5.000 ................... 1990 ~,~.<' ..t~ Term Bonds due November 1. 2006 --- Yield ~ ' (Plus accrued interest from November I. 1982) '/.~-~.._~ 'I'he in:crest on and principal of tko Bonds are payable fro:n and secured by tax res enues generated by increased ta:.."-~!e valuation of prop:'rty in the Town Center Area Redevelopment Project over and above its assessed valuation iast equalizc-d be[ore the adoption of the Redevelopment Plan for the Town Center Area RedeveloFment Project. Such tax re: cnues sh~:ll be delivered to the .,\gcnc.~ to be deposi:ed in the Special Fund adn:inistcred bx the t=iscal'Agcnt for the pa.x mom of interest on :-::'.d principal of the Bonds. ,4 tie/trion i.? hereb)' directed lo certait; Risk Factor& im'/uding /egixlal[on attd con.ri/'; utional amendments, more t'ullr de.tcribed herein. 1'I IE BONDS ARE NOT A DEB'F OF TIlE CITY OF'I't'STIN, Ti IE STA'FE OF CALIFORNIA OR ANY OF ['I'S POI.Il'ICA I. SL' BDIVISIONS. AND NEITHER SA! D CITY, SA! D STATE NOR ANY OF ITS POI,ITICAL SI.'BDIVISIONS IS I.I.-\BLE TItEREFOR. The Bond.~ are offered, when. as and if i.,$ued, subject to the approval c~f legali:v b)' 3t~tdge Rose Guthrie & .4[cxat:der. [.,os .4~;~iiles. ('a!ifornir,~a,d 'Rourke & ll'oodrufl: Sm:ia 4ha, Califo/mia. Co-Bot;d Counsel. It is actici£ated :cat th3 Bond.~ ~ci'll be arailab!e.for delivery in ~.os .4ngeles. CahfrJrnia on or about December 14, 19,~2. ~er~ The date of this OMcial Statement is Noseml 1982. · :.'- :' "' Preh::.:n:.., "x.' ..s.t.~.bjeq.: to__c)) ~2e.~ ~-" '" I dC) ~ TABI.E OF CON'I'I'~NTS tImroduc;.ory Statement ........................................................................................................................................... 'I'h¢ Bonds ................................................................................................................................................................. Authorit.', for Issuance ......................................................................................................................................... De.~cription of the Bond~ .................. ' ................................................................................................................... Registration .......................................................................................................................................................... Redemption ........................................................................................................................................................... /Sccurlt', ,o. thc Bones ............................................................................................................................................ J~our,~;., ,nc Lsc.~ t.f Procc~d~ ................................................................................................................................ ~he A ge nc.', .................................................. . ............................................................................................................ General .................................................................................................................................................................. Members .............................................................................................................................................................. Executive Director ................................................................................................................................................ A~ency Powers ..................................................................................................................................................... To~n Center Area Redevelopment Pr~ect ........................................................................................................... General History. ................................................................................................................................................... Redevdo;~neat Goals a~d Ob]ectixes ................................................................................................................. Recent and Proposed De,'eloFment ......................................................................................... .' .......................... Proposed Development u~d Use of Bond Proceeds ........................................................................................... Tax Revenues ........................................................................................................................................................... Historic Tax Rexenues ........................................................................................................................................ Projected Tax Revenues~ ................................................................................................................................... ~t.~ ~,ovor;.fi~'~:?r. 7..;~.7'~.7..-.': :~ ~7~.;; ........................................................................................................................ Major ProperD O~ners ....................................................................................................................................... Annual Debt Service ............................................................................................................................................ Risk Factors ............................................................................................................................................................. Reduction of Tax Revenues ................................................................................................................................ Constitutional Amendment XIII A.;Propert.x lax Rate .................................................................................. Business Inxcntor.~ Subvention ............................................................................................................................ Constitutional Amendment XIII B,'Government Spending Limitation ........................................................... Serrano Decision .................................................................................................................................................. Su~mar> of the Resolution .................................................................................................................................... Funds -- Allocation of Bond Proceed~ .............................................................................................................. Flow of Funds ...................................................................................................................................................... Deposit and Investment of Moneys in Funds .................................................................................................... Issuance of Additional Bonds tlncluding Refunding Bonds) and Other Agency Indebtedness .................... Other Covenants of the Agency. ........................................................................................................................ Events of Default and Remedies ........................................................................................................................ Discharge or Resolution ...................................................................................................................................... Concluding Information ........................................................................................................................................... Financial Consultant ............................................................................................................................................ Legal Opinion ....................................................................................................................................................... Tax-Exempt Status .............................................................................................................................................. Legality for Investment in California ................................................................................................................ Municipal Bond Insurance .................................................................................................................................. Bond Rating ......................................................................................................................................................... Supplemental Information on the City of Tustin ............................................................................................. Fiscal Consultant .................................................................................................................................................. Audhed Financial Statements ............................................................................................................................. Miscellaneous ........................................................................................................................................................ SuFpiemental Information on the City of Tustin ......................................................................................... Appendix Katz. Hollis. Ccren & Associates. Inc. Report to the Agency. .................................................................... Appendix Auditor's Report and Financial Statements of the Agency. ......................................................................... Appendix Page 2 -) 3 4 4 5 5 5 5 6 6 6 6 7 8 8 8 2 3 3 3 4 6 6 7 20 20 21 21 21 21 21 23 23 23 23 A B C In connection ~ith this offering, the under~riters ma) o~erallocate or effect transactions ~hich stabilize or maintain tile market price of the Bonds at a lc,el abme that ,~hich might otherwise pre~ail in the open market. Such stabilizing, il' commenced, ma)' be discontinued at any time. No dealer, broker, salesman or other person has been authorized to gbe an?' infortnatlon or to make an? representations, other than those contained in this Official Statement, and. it' gben or made, such other information or representations must not be relied upon as ha}lng been authorized bv the Agency. The information and expressions of opinion stated herein are subject to change v~ithout notice. 'i:he delberv of this Official Statement shall not. under any circumstances, create an?' implication that there has been no change in the affairs of the Agency. the City or the 'l'o~n Center Area Rede,elopment Project since the date hereof. $8,500,000~J~''~ TUSTIN CO.MMUNITY REDEVELOPMENT AGENCY public body. corporate and politic, of the Stale of California) TOWN CENTER AREA REI)EVELOPMENT PROJECT TAX ALLOCATION BONDS, SERIFS 1982 INTRODUCTORY STATEMENT This O,~cial Statement. including the cover page and appendices hereto, is provided to furnish information in connection with the sale bx lhe Tustin Community Redevelopmenl Agency (the "Agency"), of Sg.500.00(~prmcipal amount Tustin (5ommunitv Redevelopment Agency Town Center Area Redevelop- ment Project Tax Allocation Bonds. Series 1982 (the "Bonds"). The Bonds are being issued pursuant to the Constitution and the lax~s of the State of California (the "State"). including the Community Redevelopment l.aw (Part 1, Division 24. commencing with Section 33000 of the Health and Safety Code of the State of California) (the "l.a~"), Resolution No. RD..\ 82-10 adoj2~,ed by the Ao_encv on October 20, 1982~ First Supplemental Resolution (Resolution No. RD.-\ 82-.~..)?adol~ted, by. {-he .-~encv~ . on November .8'?. 1982 Oogether. the "Resolution"). The City of Tustin (the "City") is located in Orange Count>'. State of California (the "County"). Incorporated on September 21. 1927. the City encompasses an area of approximalely 11.2 square miles. The ..\gency was established pursuant to the Law and an ordinance of the Citx Council of the City. enacted on October 20. 1976. The Agency is c~arged with the authority and responsibility of redeveloping and upgrading blighted areas of the City. The City Council serves as the governing body of the ..\geney. and exercises all rights, po~ers and prMleges of the .,\gency. The Redevelopmen'~ Plan for the Town Center ..\rea Redevelopment Project (the "Redevelopment Plan") ~as approved by Ordinance No. 5'01 enacted by thc Cit> Council of the Git\ on November 22. 1976. as amended by Ordinance No. 855~enacted by the City Council of the Ci'..y on SeNember $. 1951. The Redevelopme,-,t Plan defined the boundaries of a redevelop- mcnt project area designated as the To~ n Comer Area Redevelopment Project (the "Project Area") which encompasses approximate;y 360 acres planned for or developed with commercial and residential uses. Thc L~:~ authorizes the finap, cip. g of redevelop, ment projects b~ redevelopment agencies through thc use of tax allocation revenues. This method :rovides that the taxable va'.uation of the property within a defined redc'.'."lopment project area on :he assessment role that xtas last equalized prior to thc effective date of cnabling ordinance x~hick adopts the redevelopment plan becomes :he "base" valuation...\ny increase in tax::b!e x alu:ellen in subsequent lears over that established as the base year becomes :he incremental taxable valuation upon ~ hich taxes are lex iud by or on behalf of other taxing entities and the resulting tax revenues are allocated to the redcxeiopmcal agency for the project area. All :axes. subject to thc limiu:tion contained in Ibc Redevelopment Plan. thereafter collected by the Counly upon thc increase in taxable valu::tion above the base xaluation in ~he Project Are:: are avaih:ble to :he Agency for the paymem of debt and such moneys :nax be pledged to thc pa>merit of deb: .,or, ice on obligations issued to finance thc :\genc>'., redevelopment ac;.ivities in the Project ..\rca. Pursuant to thc La~. thc Rcdcxcloi:ment Plan lin~.!~s the annual amount of Tax Revenues (a> hereinafter de.f':ncd~ ~hich may be divided and al!ocated to the ..\sen% for the Project · \rea to S3.000.000 per >ear and limits the :~mot, nt of outsu~...':.ding indebtedness p:.,yab!e from Tax Relent:es to $20.000.000: hog, ever. such Ii.intrusion, may be increased by a:~e?.dmcnt of the Redevelopment Plan. The projections of future Tax Revenues comair:cd in this Official $~a~cment arc based on current and ?rejected ut\able valuations ~ ithip, thc Project ..\rea and on the current and projected tax rates applicable lo thc ~ax::ble propert> in thc Project Area. (See Appendix B. Katz, Itoilis. Coren and Associates. Inc. Report ~ Preliminar>. sub.icct to change. ~ to the Agent?.) Any decrease in the taxable valuation or in the applicable tax rates may reduce the Tax Revenues allocated to the Agency and correspondingly would kz:ve an adverse impact on the ability of the Agency to pay debt service on the Bonds. The Agency intends to utilize approximately S...,,,.k.'" ....... of Bond proceeds for property acquisition. utilities undergrounding, parking and water s?stcm improvements in the Project Area. In addition, the Agency ~ill use,S I ,~45,000 to repay its debtlto the City. ISec thc section herein entitled "TOWN CENTER ARE,d REDEk EkOPMENT PROJECT ~)roposed Development and Use of Bond Proceeds".) Brief descriptions of the Bonds, the ResoWution. the Agency, and the City are included in this Official Statement, as are the financial statements of the Agency for the fiscal ?'ear ended June 30, 1982. Such descriptions and information do not purport to be comprehensive or definitive. All references herein to thc Resolution. the Law, the Constitution and the laws of the State and the proceedings of the Agency and the City are qualified in their entirety by reference to such documents and laws. References herein to the Bonds are quali~ed in their entirety by reference to the form thereof included in the Resolution and the provisions thereof included therein, copies of ~hich are al! available for inspection at the otfices of the Agency. During the period of the offering of the Bonds, copies of the forms of all documents are ava'ilable at the office of the Financial Consultant, Miller & Schroeder Municipals, Inc., 505 Lomas Santa Fe Drive, Suite 200, Solana Beach, California. TIlE BONDS Authority for Issuance ~ The Bonds. in the principal amount of $8.500.000~ x~cre authorized for issuance pursuant to the Resolution. The Bonds are being issued in accordance with the Law and other applicable laws and the Constitution of the State. Description of the Bonds ~~-"'"~f The Bonds shall be issued in the principal amount of 58.500.00 orm of Bearer Bonds in the denomination of $5.000 each. or as Fully Registered Bonds, in the denomination of $5,000 or an?' ~hole multiple thereof. Thc Bonds are dated November 1, 1982 'and mature on November I in thc years and amounts shown on the cover page of this Official Statement. Registration Two forms of Bonds have been provided as contained in the Resolution: (1) those which shall be initially issued and which are in negotiable form, payable to bearer with negotiable coupons CBearer Bonds"): and (2) those which are issued to facilitate registration and so are issued as non-negotiable Fully Registered Bonds payable to the registered owner ("Fully Registered Bonds"). The Bearer Bonds are not rcgis[rable by endorsement, but ma?' be exchanged For Fulb Registered Bonds as provided in the Resolu- tion. A Bearer Bond or Bearer Bonds may be registered by exchanging the same for a Fully Registered Bond or Full?' Registered Bonds. as the case ma?' be. A Bearer Bond or Bearer Bonds and a Fully Registered Bond or Fully Registered Bonds ma?' be exchanged for a Fully Registered Bond or Fully Registered Bonds. A Fully Registered Bond may be exchanged in whole for Bearer Bonds or in part for such Bearer Bonds and the balance for Fully Registered Bonds. Transfer of ownership of a Fully Registered Bond or Full?' Registered Bonds shall be made by exchanging the same for a new Fully Registered Bond or Fully Registered Bonds. All of such exchanges shall be made in such manner and upon such reasonable terms and conditions as may from time to time be determined and prescribed by the Agency: provided, however, no such exchange shall be made bet~een the fifteenth (15th) da?' preceding any interest payment date and such interest payment date. Such exchanges shall be free of any costs or charges to the person, firm or corporation requesting such exchange, except for an?' tax or governmental charge that ma?' be imposed in connection ~ith such exchange. Each Bearer Bond issued pursuant to thc Resolution shall be of the iminary, subject to ~ denomination of S5,000. Each Fully Registered Bond issued pursuant to the Resolution shall be of a denomination which is 55.000 or a whole multiple thereof and shall be of the same issue. Redemption Optional Redemption. Bonds maturing on or after November 1, 1993 are subject to redemption prior to their respective stated maturities, at the option of the Agency, as a whole, or in part in inverse order of maturities, and by lot g'ithin an5' such maturity if less than all of the Bonds of such maturity be redeemed, from any source of available funds, on any interest payment date on or after November 1, 1992, at the respective redemption prices (expressed as percentages of the principal amount of the Bonds or portions thereof to be redeemed) set forth belog', in each case together with accrued interest to the redemption date: Redemption Dates Redemption Price November , 1992 and Ma.,,' I, 1993 .................................................................. 102~% November . 1993 and Ma}' 1, 1994 .................................................................. 102 November . 1994 and May 1, 1995 .................................................................. 10lb November , t995 and Ma}' 1, 1996 .................................................................. 101 November , 1996 and May 1, 1997 .................................................................. 100!/2 November . 1997 and thereafter ........................................................................ 100 Sinking Account Redemption. The Resolution creates a Sinking Account to be used for the payment and redemption of the Bonds maturing on November 1, 2006 (the "Term Bonds"). The Agency is required to deposit annually therein the amounts, if available, required to make annual Sinking Account payments on the Term Bonds to be applied each }'car to the redemption of the Term Bonds. Failure by the Agency to deposit such amounts in full each }'ear is not an event of default under the Resolution. The Agency is required to make up any such deficiency from the first amounts available in succeeding years. See "Summary of the Resolution -- Flow of Funds". The Term Bonds shall be subject to such redemption at a redemption price equal to the principal amount thereof to be redeemed together g'ith accrued interest thereon to the redemption date, without premium, on November I in the }'ears and amounts as follows: Year 1998 .................................... $400.000 1999 .................................... 440.000 2000 .................................... 490.000 2001 .................................... 545.000 2002 .................................... 605,000 2003 .................................... $670.000 2004 .................................... 745.000 2005 .................................... 825,000 2006 (M'aturity) ................ 915.000 .¥otice of Redemption. As provided in the Resolution. notice of redemption shall be given by publica- tion at least once a week for two successive g'ccks in a financial paper or newspaper of general circulation in Los Angeles. California. and in a financial paper or newspa?er circulated in New York. Neg' York. and primed in the English language, the first such publication to be not less than thirt} nor more than sixty days before thc redemption date. Notice of redemption shall also be mailed no less than thirty nor more than sixty days prior to the redemption date to thc respective registered owners of an}' registered Bonds des[?,ated for redemption at thdr addresses appearing on the bond registration books, but neither failure to mail such notice nor any defect in the notice so mailed shall affect the sufficiency of the proceedings for redemption. ~. }'>relimin:lrv. subject to change. SECURITY FOR TIlE BONDS The Bonds are secured by and p::.~able from a lien upon and pledge of the Tax Revenues allocated to the ..",gene.',' from property within the Project ..\rea, and all of the moneys in the Special Fund. the Interest Account. the Princip::l Account. the Sinking Account and the Reserve Account created b)' the Resolution. Tax Revenues in the Special Fund. arising as above, are pledged in their entirety to the payment of the Bonds or to thc Reserve Account by transfer for that purpose, so long as an3 Bonds remain outstanding or unprovided for. "Tax Revenues" are defined to mean those taxes received by the Agency produced by that year's tax rates applied to increases in t.'txable valuation in excess of the taxable valuation of such property x~ithin thc Project Area last equalized prior to the effective date of the ordinance approving thc Redevelop- mcnt Plan (the "base year" assessment roll), including all payments and reimbursements, if an.'.', to the Agency specificalb attributable to ad valorem taxes lost by reason of tax exemptions and tax rate limitations. Pursuant to the Lax,'. the Redevelopment Plan limits the annual amount of Tax Revenues which may be dMded and allocated to the ..\gency from the Project Area to S3.000.000 per .,.'ear: however, such limitation ma.,,' be increased b.'. amendment of the Redevelopment Plan. The Agency has no power to lev.,, and collect taxes, and an.,.' 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 necessarib reduce the amount of Tax Revenues that ~ould othcr~ise be available to pay the principal of and interest on the Bonds. Likewise. broadened property tax exemptions could have a similar effect. Conversely. any increase in the tax rate or taxable valuation, or an5' reduction or elimination of present exemptions, would necessarily increase the amount of Tax Revenues that would be available to pay principal of and interest on the Bonds. Detailed information regarding Tax P, cvenues and projection of debt service coverage is contained in thc section entitled "Tax Revenues." as \Nell ;ts in "Appendix B." the Katz. t-lollis. Coren & Associates. Inc. Report to the Agency. The Bonds are not a debt of the City of Tustin. the State of California. or an.,.' of its political subdMsions, and neither said City. said Stat,:. nor an',' 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. Particular attention is directed to the section entitled "Risk Factors" herein uhich describes cea:.':: matters which ma3 have an adverse effect on the payment of and security for the Bonds. LWJ/'$,Yt;';_;rY SOURCES .-\ND USES oF PROCEED~~'''~'' The aa:icipated sources and uses of the proceeds of the Bonds. excluding accrued interest, are as folio\Ns: Sources( 1 ) Principal ..\mount of Bonds ................................................ 7. ............... /r $8.500.000/~ Less Bond Discount .............................................................................. ~-~.~.~5.~~ .Net B.ond Proceeds ................................................................ . .............. Rede 'elopment Fund ............................................................... : ............ $ Reserve Account Cost~ of Issuance .................................................................................. Bond Insurance Premium ............................................ . ......................... · oral ........................................................................................... ~~~ds!su,,,. ,f a,~,. x,,ll b~._d.-~7o~,ted ,nfo th7 Inture.,,t .&ccount... TIlE AGENCY General The Tustin Community Redevelopment Agency was activated pursuant to the Law on October 20, 19'76 b> Ordinance No. 696-A of the City Council of Ibc City. The City CounciJ serves as the governing board for the Agency and the City Manager serves as Executive Director of thc Agency. The Agency is a separate public body, charged with the authorit.s and responsibility of redeveloping and upgrading blighted areas of the City. City staff proxides technical services connected with redevelopment projects, including fiscal planning, engineering, planning and other functions necessary for implementation of the Redevelop- mcnt Plan. .Members Name & Office Occupation Expiration of Term Richard B. Edgar. Chairman Businessman April 1984 Ursula E. Kennedy. Vice Chairman Personnel Consultant April 1986 Ronald B. Hoesterey Businessman April 1984 Donald J. Saltarelli Realtor April 1984 Frank Greinke Businessman April 1986 Mr. Richard B. Edgar, Mayor, was elected to the City Council of the City in 1974 and served as Mayor in 1976-7'7. He was appointed to thc Tustin Parks and Recreation Commission in 1968 and to the Planning Commission in 19'73. He served as first chairman of the Tustin Redevelopment Agency in 1976 and is currently serving in that position. Mr. Edgar is the manager of the Electronic Standard Stock program at TR\V Defense Space Systems. 5,1rs. Ursula Kenned3 is \'ice Chairman of the Agency and Mayor Pro Tem. She was the first woman elected to the City Council of the Cit5 in March 1978. She was reelected in April 1982. Mrs. Kennedy is a Personnel Consultant for Abig~ii Abbott Personnel Services and she owns a freelance writing business. Mr. Ronald B. I-toesterey was elected to thc City Council of the Cit3 in 1980, and served as Mayor Pro Tern during 1981. Mr. l-toesterey is the western regional manager of an energy management controls company and also serxes as President of the Board of Directors for Public Agency Data Systems. Mr. Donald J. Sal:arclli was first elected to the Cit.~ Council of the City in 1972. fle was reelected in 19'76 and in 1980. Mr. Saltarclli served as Mayor in 1973-74. 1975-76 and again in 1980-81. He is currently a member of thc Local Agency Formation Commission of Orange County. Mr. Sal'.arelli o~ns the Saltarelli Real:x Company. Mr. Frank Gr'.'!nke was elected to the City Council of the Cit~ in April 1982. lle has been active in the Tustin Chamber of Comlncrce as Director. Chairman of nun'.,crous committees and President in 1969-70. I-lc has worked on cMc committees and commissions such ~:s the Development Preview Committee, Tustin Now and To.'norrox~ Committee and the Park and Sex, er Bond Con'.mittee. Mr. Greinke owns the Southern Counties Oil Company. Executbe Director ;'.Ir. William B. Huston is CiLv Manager of the City and Executive Director of the Agency. He was appointed Tustin's first City M'anager on September 1. 1981. Prior to his appointment as Cit.,,' Manager of Tustin..".Ir. Huston was City Administrator of .Milbrae. California. Mr. Huston is a graduate of the Unixersity of Southern California. Agency Po~ers rheem All pox~ers of the Agency are vcs~ed in its governing bed3 embers of x~l:ich are the elected members of the City Council. Pursuant to the Lax~. the Agency is a separate public body and exercises governmental functions in planning and implementing redevelopment pro.iects. The Agency may exercise bro.'..d governmental functions and authority to accomplish its purposes. including, but not limited to. thc right of eminent domain, the right to issue bonds for author[zed purposes ::nd to expend their proceeds and the right to acquire, sell. rehabilitate, develop, administer or lease In 1982 the Stevens Square office condominium complex on \Vest Main Street consisting of eight Victorian olticc buildings with a permit value in excess of S2.000,000 was completed. Four additional office building complexes were completed in the Project ..\rea in 1981-82. A parking structure was completed in conjunction with the Stevens Square project to accommodate 211 vehicles, of which 83 parking spaces are o~ned b.x' the Agency. The .Agency intends to either lease these spaces or sell them as condominiums. Plans have been approved for development by California Pacific Properties of a 10 acre site which is proposed to contain 349,000 square feet of office and commercial developments including restaurants and theaters in the Project ,&rea. Parking requirements will be satisfied by thc construction of an adjeiNng 900 space four story parking structure. Construction is scheduled to start on this 5;36,000,000 complex by April 1983. Burnett Ehline is the developer of an office building of approximately 45,000 square feet at Newport Avenue and Irvine Boulevard. Construction is scheduled to begin in fiscal year 1982-83. Public improvemen:s completed by the Agency include the widening and beautification of Newport Avenue as a 100 foot primary arterial with a landscaped center median, traM'lc signal installations, storm drains, ne~ water mains, and sanitary se~ers. Most of the utilities in the Project Area have been undergrounded along Irvine Boulevard, First Street and El Camino Real. A major project, now underway and scheduled for completion in December, 1982, is the El Camino Real improvement project. This project, at a cost of $1.2 million, includes paving, street furniture, landscaping, street lighting, and design features for tlc El Camino Real business area. Throughout the Project Area. the Agency has assisted in making public improvements including the widening and upgrading of Newport ..\venue, El Camino Real and First Street, undergrounding of utilities on those streets, the extension of Sixth Street. installation of tra~c signals, water mains on El Camino Real and Sixth Street. beautification on the Newport Avenue Center islands and the Brian Street and Main Street triangle, storm drains along El Camino Real, Main Street, Sixth Street and Irvine Boulevard, and se~ers along El Camino Real and C Streets. Proposed Development and Use of Bond Proceeds The Agency intends to continue its efforts to upgrade and revitalize the Project Area through the reconstruction of street improvements, alleys, sign identification, landscaping and street furniture and the development of public parking to serve the area. In addition, the Agency intends to sink a new water well and replace inadequate pipes for the water system, and acquire property in the area for development of senior citizens housing and for resale to developers. The presently intended use of Bond proceeds is outlined below: l. and Acquisition: The Agency plans to acquire land within the Project Area which currently is not utilized at its highest and best use. Property acquired by the Agency will be sold for private commercial development through negotiated sales, including the use of developer disposition agreements. The purpose of land acquisition is to facilitate private commercial~development consistent with the goals and objectives of the Redevelopment Plan. Approximate cost: $~O~,c](~ot~ "~ Senior Citizen Housing: The Agency plans to acquire land for--subsequent sale or lease to a private developer who will covenant to develop the site as affordable housing for senior citizens for a term fixed by the Agency. The site acquired will be located in an area which provides the public and private amenities necessary for senior citizen housing. Approximate cost: $200,000 Undergrounding of Utilities: The Agency plans to underground approximately 3.200 feet of overhead utility lines and to install street lights along the arterial highway street s3'stem. This project is adjacent to an undergrounding project recently completed by the Agency, the City and Southern California Edison Company. The location to be undergrounded is in a commercial district situated within the Project Area. Approximate cost: S750,000 Parking Facilities: Acquisition of land and construction of parking facilities is planned by the Agency in the Old Town area of the Project .Area. The Agency will construct or cause to be constructed such improvements in conjunction with private development. The parking facilities may consist of either or both a parking structure or surface parking as aould be necessary in conjunction with such private development. Approximate cost: 5;2.000,000 Water System Improvements: The Agency plans to replace a water main and install a gater well in the Old Town area of the Project Area. The improvements are identified in the City's x~ater system capital improvement plan as needed to improve the reliability of the water system in the Old Town area. Approximate cost: 5500.000 /,,._~_ ~ ,~.(9 _ ~ (~ Repaymentof GeneraI Fund Loan: The~gency plans[to repay¢loanAmade from the General Fund of thc City to the Agencys '5 ' .':.,. .,.~ '.',,. ~ The Ioamu.~made in orde/for the ,-\~zencv to have working capital until it had sufficient annual tax increment inc: . Approximate cost: 51, I~ TAX REVENUES Historic Tax Revenues The following table presents the historical taxable valuation and Tax Revenues for the Project Area: Total Fiscal Taxable Year Value 1977-78 ..................................................................... 5 72.113 1978-79 ...................................................................... 90.498 1979-80 ...................................................................... 105.793 1980-81 ...................................................................... 111,230 1981-82 ...................................................................... 146,684 Taxable Value and Tax Revenues tS0001 incremental Value Business Abo~e Base Imentory Tax Roll Subvention Re* enue.~' ! 5 8.375 5 9.2 5 209 27.172 14.6 275 42.493 28.3 596 52.744 48.8 758 88.198 49.9 1,168 (1) Includes business inventor.,,' subvention revenues. Source: City of Vustin. V' Ir>°lc} Projected Tax Revenues cl^'J ~o~eraag ~ The following table reflects projected Tax Revenues based upon neg' construction within the Project Area, the 2 percent annual increase in valuation permitted by Proposition 13 and replacement income for business inventories. Projection of Taxable Value and Tax Revenues(l) (S000} Fiscal Year 1982-83 ................. : ....................................................................... 1983-84 ......................................................................................... 1984-85 ......................................................................................... 1985-86 ......................................................................................... 1986-87 ......................................................................................... 1987-88 ......................................................................................... 1988-89 ......................................................................................... 1989-90 ......................................................................................... 1990-91 ......................................................................................... 1991-92 ......................................................................................... Incremental Value Total Abo}e Base Tax Taxable Value Roll Re~enuest 2) 5161,324 168,618 181.711 200.300 222.371 226,432 230.574 234.799 239,109 243.504 S102,838 10,132 23,225 41.814 63,885 67,946 72,088 76,313 80,623 185,018 51.261 1.322 1,444 1.622 1.829 1,835 1.837 1.841 1,856 1,903 (1) Full projection of value and revenues is included in the Report of the Fiscal Consultant, Appendix B. (2) Includes business inventory subvention revenues of 553,000 per .,,'ear. Source: Katz. Hollis, Corcn & Associates, Inc. iz o~erage~t ' The fo!lowing table presents the projected T~-x Revenues based on an assumed interes~t rate of ! 1% num. Ta~e~,~ ~ :,~,,m~ lo be rec~;.~j~ted-.i~~a~ ~~ .Annual Bond Debt Set,ice Co,erase ~'" ~ Fiscal ~enr /~ ~scal Yenr ~ Hscnl Year Revenues Available for Debt Service .................................... ~~ $1.36~.000~~.000 ~' $1,,~~- M~xm~um Annual Debt Ser ~ce(2) ....................................... ~~ : .................................................................................. .Sl 0Oq (1)Assumes funded Reserxe Account equal to the Maximum Annual Debt Service to be invested at logo /q} per annum. (2)Relates to the Bonds only. Excludes debt service on indebtedness to the City (all of which is subordinate to the Bonds). y Owners Thc following table lists the ten largest property taxpayers in the Project Area and the taxable value of their properD based on 1982-83 taxable valuations. Combined, the taxable valuations of these properties cqu~!s 5~1.758.83!, or approximately 26% of thc Project Area's taxable value. Major Property Taxpayers Town Cemer Area Redevelopment Project Taxable ProperD Or, her Properl) Value Larwin Square Ltd. (l.arwin Square Shopping Center) ....................................... $14,710,522 Rreef IX'. Inc. (Tustin Heights Shopping Center) ................................................ Tustin Main Associates ............................................................................................ Robert P. \Va:mington Co. (Packers Square) ....................................................... Sax-On Stores ........................................................................................................... Nor:h~ood Realty (Mervyn's) ................................................................................ Tustin Lanes (bowling alley) ................................................................................... .Iohn S. Grit'~th & Co. (Courtyard Square Shopping Center) ............................. El Can:ino Real Properties (Blanco Buildings) ..................................................... William Zappas (El Camino Plaza Shopping Center) .......................................... 6,258.553 4,598.870 3,264.209 2,742,000 2.542,906 2.263.320 2,152.651 1,813,320 1.412,480 $41.758.831 Rider 10 799153 792566 785202 777452 768540 758852 748002 735602 721166 705016 686202 665052 641132 614162 583612 549412 510412 467512 419738 366600 307612 242288 169650 189212 884153 887566 885202 892452 893540 898852 903002 910602 911166 920016 921202 925052 931132 939162 943612 949412 950412 957512 964738 971600 977612 987288 994650 1004212 ~r'cli~t~ Principal No~emb6r I Maturing 1983 ........................................................... $ 85,000 1984 ........................................................... 95.000 1985 ........................................................... 100,000 1986 ........................................................... 115,000 1987 ........................................................... 125,000 1988 ........................................................... 140,000 1989 ........................................................... 155.000 1990 ........................................................... 175.000 1991 ........................................................... 190.000 1992 ........................................................... 215.000 1993 ........................................................... 235,000 1994 ........................................................... 260.000 1995 ........................................................... 290.000 1996 .......................................................... 325,000 1997 ........................................................... 360.000 1998 ........................................................... -0- 1999 ........................................................... -0- 2000 ........................................................... -0- 200] ........................................................... -0- 2002 ........................................................... -0- 2003 ........................................................... -0- 2004 ........................................................... --0- 2005 ........................................................... -0- 2006 ........................................................... -0-- Annual Debt Senice Set forth below is the annual debt service for the term of thc Bonds. Tustin Community Redevelopment Agency Town Center Area Redeselopment Project Tax Allocation Bonds, Series 1982 ~ Annual Debt Sersic ~e.~ Total .......................................... S2,865,000 liminary, suo.lect to cha~_~_.[ ~mes 11~' interest rate.l Sinking Total Account Debt Redemption [nter~l Sersice -0- --0-- -0- ~0-- ~0-- $ 400.000 440.000 490,000 545,000 605.000 670.000 745,000 825.000 915.000 .4 '10 Section 16114 of the California Governmen.'. Code pro~ides for restoration of business inventor) revenues through the annual addition of "artificial" taxable value to the actual taxable valuation on tax rolls of redevelopment project areas. The initial taxable value amount, that for 1980-81, bas determined by multiplying an amount equal to thc assessed valuaiion of business inventories in the project area in the 1979- 80 fiscal .','ear by the quotient derived by dMding four dollars (S4) by the tax rate applicable within the project area. with the resulting amount to be increased by a percentage equal to the State Reimbursement for Inventory Tax Factor. The amount of taxable value to be added in subsequent 3'ears is adjusted annually to reflect changes in population of the cit.',' or count3' in which the project is located and the rate of inflation. In computing this adjustment for the two years subsequent to the enactment of Section 16114 of the California Government Code the actual rate of Statewide inflation (based on CPI) was used. In adjusting between 1980-81 and 1981-82. however, the Legislature mandated an inflation adjustment of only 2.92 percent. Further. the Legislature has mandated that there will be no increase in business inventory subventions for 1982-83. The Count>', in implementing Section 16114 of the California Government Code, has computed business inventory subvention revenues on the basis of a one percent tax rate against the "artificial" taxable value rather than the total tax rate. inclusive of override tax rates. This varies from a literal application of the Law which requires an.,,' year's project revenues to be calculated through the utilization of the current tax rate. which includes override tax rates levied by taxing entities to repay voter-approved indebted- For fiscal yc,r° 1982-83. the amount of the business inventory subvention for the Project Area will be $52,979 or approximatel> 4.2% of the total "l'ax Revenues allocated to the Agency for thc Project Area in fiscal )'ear 1982-83...No assurance can be given that the State will. or will be able to. continue such reimbursement. An)' reduction in thc amount of State reimbursement or a change in the allocation formula may have an adverse effect on the Agency's ability to pa)' principal of and interest on the Bonds. Constitutional Amendment XIll B/Government Spending Limitation On November 6, 1979. California voters approved Proposition 4 or the Gann Initiative, which added Article Xlll B to the California Constitution. The principal thrust of Article XIII B is to limit the annual appropriations of the State and any city, count5', city and county, school district, authority or other political subdMsion of the State to the level of appropriations for the prior fiscal 3'ear. as adjusted for changes in the cost of living, population and services rendered by the governmental entity. The "base 3'car" for establishing such appropriations limit is the 1978-79 fiscal )car and the limit is to be adjusted annually to reflect changes in population, consumer prices and certain increases in thc cost of services provided by these public agencies. Appropriations subject to Article XIII B include generally thc proceeds of taxes levied by the State or other entity of local government, exclusive of certain State subventions, refunds of taxes, benefit payments from retirement, unemplo>mcnt 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 ( 1 ) regulator)' licenses. user charges, and user fees (but only to the extent such proceeds exceed the cost of providing thc service or regulation), and (2) the investment of tax revenues. Article XI Il B includes a requirement that if an cntity's revenues in any )'ear exceed the amounts permitted to be spent, thc excess would have to be returned by revising tax rates or 'fee schedules over the subsequent two years. To the extent such tax rates are revised. Tax Revenues may be affected, since taxes allocated to the Agency are generated by taxes levied by certain taxing agencies having jurisdiction within the Project Area. Effective September 30. 1980, thc California Legislature added Section 33678 to the 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 the agency of proceeds of taxes levied by or on behalf of agency within the meaning or for the purposes of Article Xlll B of the California Constitution, nor shall such portion of taxes be deemed receipt of proceeds of taxes by. or an appropriation subject to the limitation of. an5 other public body within the meaning or for the purposes of Article XIII B of the California Constitution or any statutory pro~:ision enacted in implementation of Article XIII B. To date, no court has addressed thc question of whether allocation of taxes to a 12 tio::/~nd inte.~st income, which ~il! be allocated to and deposited in the Special Fund durin~ the then current Bond Year are not less than (y) the amount (if any) required to be set aside in thc Re~crve Account in such Bond Year. plus (z) one :md ten-hundredths (1.i0) times the amount required to pay interest, principal and minimuna sinking account pa>mcnts in such Bond Year. t hen (b) the amount of moness so remaining in t~c Special Fund (excluding moneys in the Reserve Account) shall be "Surplus" and shall prornptl5 be transferred, at the direction of thc Agency. to thc Redevelopment Fund or to any other account of the Agency to be used for any lax~ful purpose of thc Agency: provided, hox~cvcr, that thc .&~enc) skall, as promptly as practicable after any such transfer in any Bond Year, expend the amount of the moneys so transferred or an amount equal to ten percent (I0~5) of the Annual Debt Service on the Series 19S2 Bonds for such Bond Year. whichever is less. to (i) redeem Series 1982 Bonds (if such Bonds are then subject to redemption at the option of thc Agencyk or ~ii) purchase such Bonds at public or private sale as and when and at such prices (including brokerage and other charges and accrued interest) as it may in its discretion determine, but not to exceed thc principal amount of such Bonds. plus accrued interest and redemption premium (if any) applicable on the next ensuing redemption date For such Bonds. All Bonds so redeemed or purchased and their appurtenant coupons, if any, shall be cancelled. DeposH and Imestmen~ of Moneys in Funds Subject to the provisions of the Resolution, all moneys held by the Fiscal Agent in the Special Fund, except such moneys which are at the time invested, shall be held [n time or demand deposits (which ma> be represented by certificates of deposit) in any bank or trust compan> authorized to accept deposits of public funds (including the banking department of thc Fiscal Agent) and shall be secured at all times by bonds or other obligations which are eligible by law as securi:5 for publ[c deposits, of a market value at least equal to the amount required by law. Moneys in the Special Fund may, and upon ~ritten request of thc Agency, shall, be invested by the Fiscal Asent as provided bx law only in obligations which will b5 their terms ma~ure on such dates as to insure that before each interest payment date there x~ill be in thc Special Fund, from matured obligations and other moneys already in the Special Fund. cash equal to the interest and principal payable on such date. Moneys in the ReserYe Account shall be invested in obligations which will by their terms mature prior to November I. 2006. Obligations purchased as an investment of moneys in any of said Funds and Accounts shall be deemed at all times to be a part of such Fund or Account, and thc interest accruing thereon and any gain realized from such investment shall be credited to such Fund or Account and any loss resulting from any such authorized investment shall be charged to such Fund or Account without liability to the Agency or members and officers thereof or to the Fiscal Agent. Issuance of Additional Bonds (Including Refunding Bonds} and Other Agency Indebtedness Rederelopment Plan ~imitations on Bo~ded Indebtedness. The Redevelopment Plan limits (a) the amount of outstanding indebtedness payable from Tax Revenues to Twenty M~llion Dollars (520,000.000) and (b) the annual amount of Tax Revenues ~hich may be dMdcd and allocated to the Ascncy to Three Million Dollars ($3,000,000). These limitations ma5 not be exceeded unless there is an amendment to thc Redevelopment Plan. The Agency may sell and deliver Additional Bonds only if the annual debt service requirements on the Agency's outstanding indebtedness (including such Additional Bonds) in the then current or any future fiscal year does not exceed thc maximum amount o~ tax incremea~ dollars which may bcdjvidcdandaJlocatcd for such fiscal year to thc Agcnc> pursuant to the limitations then set forthinthe Redevelopment Plar~ Bonds. The ..Xgcncv will not issue any obl[gation or security superior to or on a parity with the nds payable in whole or in Cart from Tax Revenues, other than ..Xddifional Bonds (including refunding bonds). If at any time the Agency determines to do so. thc Agency ma)' provide for the issuance of. and sell, ,Additional Bonds in such principal amoums as it determines. Thc issuance and sale of any Additional Bonds sh.'ll[ be sub.iect to the following: .' (1) The Agency shall be in compliance with ali covenants set forth in the Resolution. (2) The .,\ddi'.ional Bonds shall be payable fr~Tax Revenues on a parity with the Bonds. ~~ (33 T,~x Revenues. excluding :.~. (~usiness ~,V~ntory(.~abvcntionJ~and interest income, derived based on the equalized assessment roll (.as reported by the Count>' Auditor-Controller), next preceding the issuance of Additional Bonds shall be equal to at least one and t~entv-five hundredths (1.253 times the M:iximum Annual Debt Serxice on all series of Bonds and Additional Bonds then outstanding and on the additional eerie?, of Bonds (after the application of the proceeds of refunding bonds issued to refund Bet. ds or .Additional Bonds) proposed to be issued. At the option of the Agency. there ma)' be added to such Tax Revenues the estimated amount of additional Tax Revenues available for such compulation, based on the tax rates in effect on the date on which the estimate is made, from the estimated taxable valuations of that portion of any improvements the construction of which has been completed prior to the date of issuance of .Additional Bonds, but which are not 3'et on the tax rolls. including an3 increase in taxable valuation of the land underlying such improvements. Such estimates must be shown in (a) an opinion of the County Assessor or Auditor-Controller, or (b) a Report of an Independent Real Estate Consultant or Independent Financial Consultant verified by the County Assessor or ..\uditor-Contro]ler. (4) The ..\gency shall have reccixed from an Independent Financial Consultant a certificate stating that the requirements of subsection (2) above have been complied with. or a certificate of the Auditor-Con:roller set',ing forth such taxes. (51 The Supplemental Resolution providing for the issuance of such Additional Bonds under the Resolution shall provide that: ti) Money shall be deposited in the Reserve .Account from the proceeds of the sale of ..Xdditio.".al Bet. ds as necessary so that the amount on deposit in the Reserve Account will equal the Maximt,m Annual Debt Service on tile Bonds a~d the Additional Bonds (after application of the proceeds of an\ such refunding bonds): Iii) The interest payn~en: dates for such ..\ddt:lena! Bcmds shall be Ma5 1 ::nd November 1 and :he~ ..... .... u ~.~" d:,te*., sba;! be November 1' and tiii~ The proceeds of such .\dditio::al Bonds shali be applied solely for ti) the purpose of aiding in financing the Redevelopment Project. including payment of all costs incidental to or con.-..ected ~i:i', such fini:nc!ng, and.'or tit) the purpose of refunding any Bonds or Additional Bonds. includ!r,g pa)merit o.r all costs incidental to o: connected with such refunding. 163 The ..\genc.x shal! have received all reqt~ired approvals or rulings from any governmental au:hori:.~ having .iurisdicllon oxer such series of bonds or ~heir terms, including, without limitation. comp!h~.r~ce xxith all requirements of thc Department of the Treasurx o? :he United States. S':,:.,:,,'a'i,;ate l.ien Oi.'/igar:.r,:.~. If ',:nd to the extent permitted bx law. and if the ..\gency is in compliance x~i:h a!'. co~ena.,:t~ set forth in the Resolution. the ..\gcncy' may. for any purpose, issue obligations 5u'cerdin::tc in ail respects to :he seCUFit3 in:crest, pledge 3nd assignment of the Tax Revenues. moneys. ~,ccurities :ind [~::~.ds crc::ted bx the P,e.,olution as security for thc Bonds. All indebtedness of the ..\gency heretofore issued and remaip, ing outs;,,nding after the application of the proceeds of the Bonds will be p::3ablc s,:.lcl.x from SurDu.,, as so defined. Olher (.'o*enanls of lhe .-~,genc.~ t I I Pu¢wtual Pa:',~:e,~t. 'l-}'..c ..\ge~cy x~ill punctuall3 pay or cause to be paid the principal and interest to bectql:e due in re:pc,ti of :-.;1 ~he Bonds. in strict conformiu ~ith the terms of tile Bonds and of the Re,..'~!ution. and i: will [,:: .... uIo ob,,crxe and perform all of thc conditions, covenants and rcquircrncnts of 17 Rider 21 UNDERWRITING (bold) A grouo led by ~errill Lynch White Weld Capital M~rkets Group (Merrill-Lynch,~Pierce, Fenner & Smith Incorporated~ (the "Underwriters")~has agreed, subject to certain conditions, to purchase the Bonds from the Agency at an aggregate underwriter's discount of $247,038.60 from the face amount of such Bonds set forth on the cover page of this Official Statement and to make a bona fide public offering of the Bonds at not in excess of the public offering orices set forth on the cover page of this Official Statement, plus accrued interest. The Underwriters will be obligated to purchase all such Bonds if any such Bonds are purchased. The Bonds may be offered and sold to certain dealers (including Underwriters and other dealers depositing such bonds or notes into investment trusts) at prices lower than such public offering prices, and such public offering prices may be changed, from time to time, by the Underwriters. and if such Bonds arc to bc rcdecmcd prior to the maturit.~ thereof notice of such rcdemption shall have bccn given as in thc Resolution provided or provision satisfactor> to thc Fiscal Agent shall have been made for the giving of such notice, then, at the election of the Agency. and notwithstanding that any Bonds or interest coupons shall not have been surrendered for payment, thc pledge of the Tax Revenues and other funds provided for in thc Resolution and all other obligations of the Agency under the Resolution with respect to all Bonds Outstanding shall cease and terminate, except only the obligation of the Agency to pay or cause to be p:-:id to the Holders of the Bonds and intercst coupons not so surrendered and paid all sums due thereon; and thereafter Tax Revenues shall not be payable to the Fiscal Agent. Notice of such election shall be filed x~ith the Fiscal Agent and each Paying' Agent. Any funds hold by any Paying :\gent, at the time of receipt by the Paying Agent of such notice from the Agency. which are not required for the purpose above mentioned, shall be paid over to the Fiscal Agent. Any funds thereafter held by thc Fiscal Agent, which are not required for said purpose, shall be paid over to thc Agency. CONCLUDING INFORMATION Financial Consultant .Miller & Schroeder Municipals, Inc. ("Miller & Schroeder") has acted as financial consultant to the ..\gcncy concerning the Bonds. As financial consultant. Miller & Schroeder will receive compensation contingent upon thc sale and delivery of the Bond~_ c2222V-~~~~m~p~M~e',eof to the public. Miller & Schroeder is not required t(~ --' '' --~:nd does not imend to waive its financial consultant's fee if Miller & Schroeder is the winnin2 bidder, anclL iL., addition, will receive compensation as an underwriter. ,As an underwriter. Miller & Schroeder ma)' off~ · Jnd sell the Bonds to certain dealers~c::ler5 d%x:::.~ir, g :.Se Eon&~_ in.'.z i,n;'e~ii~,c,,'~ t~ us'~=) ..4 F~ ;<:ds -. l..egal Opinion The opinion of Mudge Rose Guthrie & Alexander. Los Angeles. California and Rourke & Woodruff, gan',a ..\ha. California. Co-Bond Counsel. will be delivered to the purchaser of the Bonds. at the expense of the ..\gene?. upon delivery thereof, approving thc validity of the Bonds and stating that interest on the Bonds is exempt f:om Federal income taxes and from State of California personal income taxes under existing statu:es, regulations, ruiings and court decisions. .\ cop'., of such opinion, certified b3 an o~ccr of the :\genc.x by l~is facsimile signature, will be printed on the back of each definitive Bond. No charge x~ill be made to the purchaser for such printing or certification. Thc !egal opinion is only as to Icg~lit3 and is not intended to be nor is it to be interpreted or relied upon .:.,, a disclosure document or an express or implied recommendation as to the investment quality of the Bonds. Tax-Exempt Status In the opinion of Co-Bond Counsel. interest on the Bonds is exempt from Federal income taxes and from State of California personal income taxes under existing statutes, regulations, rulings and court decisions. l.egaliD for lmestment in California 'l'hc~3]a_Comnu:nity Rcdevelo~ Law pro\ ides that obligations authorized and issued under thc I_aw shall bc icgal investments for all banks, trust companies and s:'.vings banks, insurance companies, ,.., :,.nd various (,.'.her financial institutions, as x~cll as for trust funds. The Bonds are also authorized security for p:.5iic dupeqts under the [C'o~m. munni'~.edcvclopn:en~ Law. The Superintendent o,r Banks of thc State of Calif..',rnia has prcviousl;, ruled that obligations of a rcdcvc!opmcnt agency ::re c!ig[blc for savings bank investment in California. 21. Municipal Bond Insurance Thc Agency has received a commitment from the Municipal }~lond Insurance :\.~sociation ("MBIA") for a policy of insurance on the Bonds. If the ..\gcnc,~'s ap[;lication is approved, then the polio> uncondition- ails' guarantees the payment of principal of ::nd interest on the Bonds to the Fiscal Agent of the Bonds. The policy is non-canceIlable and thc premium will be full,~ paid at thc time of thc delivery of the Bonds. Upon notification of failure by thc Agency to deposit full payment of principal and interest with the Fiscal Agent v, hen the regularly scheduled date for the payment therefor has been reached, MBIA's members are obligated to deposit funds promptly xxith Citibank. N.A., New York, New York, as fiscal agent for MBIA, sufficient to fully cover the deficit in the Fiscal Agent's account. The insurers will be responsible for such payments, less any amounts received by the holders of the Bonds from the Agency or from any other sources other than the insurers. Normally. notice of an impending default will be received in advance of the payment date of the Bonds allowing MBIA time to make the funds available for payment on the due date. If notice on non-payment is received on or after the due date, M BI.-\ will provide for payment on the business day follox~ing receipt of the notice. Upon payment by MBIA of any Bonds or coupons, MBIA becomes the owner thereof. The insurance companies comprising M BI..\ and their respective percentage liability are as follows: The Aetna Casualty and Surety Company, 33%; Fireman's Fund Insurance Company, 30%: Travelers Indemnity Company, 15%; Aetna Insurance Company. 12%: and The Continental Insurance Company, 10'5,. The policy is a several and not a joint insurance policy obligation of the participating insurance companies. Each company's participation is backed by its entire resources. The follo~:~ing table sets forth financial information with respect to the five member companies of MBIA. The statistics are as reported by the member companies to the New York State Insurance Department. Aetna Casualty Assets ............................... $6.775.313 Policyholders' Surp!us ..... S 783.354 .Municipal Bond Insurance Association Fhe .Member Companies Assets and Policyholders' Surplus As of June 30, 1982 I. Amounts in Thor.sands: ~.~ Tra,,elers -xetna Fireman's Inde~nnit.~._ / ' l.~u?a.n? Continental Fund Insurance To~al 53.523.019 $5.225.640 5~3,164.625 $1,234,718 $19.923,315 $ 797.035 $ 801,305 S /{93,845 S 174,306 S ~.8-,9,84> The MBI,.\ companies listed above or their parent organizations have been in the insurance business from 70 to in excess of.100 years. Each MBIA company enjoys the highest policyholder rating accorded insurers (Excellent...\, or A+) by the nationally recognized insurance cor.~p~-ny rating authority. A.M. Best Company, Inc. MBIA has obtained a ruling from the Internai Revenue Service tt:at neither thc insurance protection nor payment thereunder will affect :he exem?fion from Fedora! income tax of interest on bonds so insured. The Securities and Exchange Commission has issued a no-action letter stating that municipal bonds insured b,'. MBIA are not subject to registr:t:ion under the Securities ..\ct of 1933. The premimn for the MBI.,\ policy of insurance will be paid b~ the ..\gcncy from Bond proceeds at the time the Bonds arc delivered. Bond Rating Standard & Poor's Corporation will assign its municipal bond rating of "AAA" to the Bonds on thc understanding that the standard policy of MBIA insuring the timel,~ pa3 mcnt of thc principal of and interest on the Bonds will be issued by MB1.-\ upon issuance of the Bonds. Thc rating reflects thc views of tk.e Standard & Poor's Corporation and an explanation can be obtained from said firm at 25 Broadway. New York, New York 10004. (212) 248-2525. There is no assurance that the rating will continue for any period of time. and it is subject to being withdrax~n or revised downward. Such a revision or withdrawal may have an ::dxerse imp,':ct on the market price or the Bonds. Supplemental Information on the City of Tustin Certain information concerning the City' of Tustin is set forth in Appendix A hereto. Fiscal Consultant Katz, Hollis, Coren & Associates. Inc. hv.s been retained by the Agenc3 as its Fiscal Consultant. Katz, I-loilis. Coren & Associates. Inc. has prcpa, red for the Agency a projection of future 'Fax Revenues which is included in this Official Statement, as Appendix B. Audited Financial Statements The financial s~atcments of the Agency for the year ended June 30, 1982 have been examined by Simonis Moreland Accountants. Inc., Newport Beach. California. The auditors' report, the financial statements, and the notes to thc financial statements for the period July 1, 1981 to June 30, 1982 are included as Appendix C of this Official Statement. .Miscellaneous All of the preceding summaries of the Resolution, the Law, other applicable legislation, the Redevelop- ment Plan. agreements and other documents are made subject to the provisions of such documents and laws, respectively, and do not purport to be complete s~atements of an.,,' or all of such provisions. Reference is hereby made to such documents on file with the Agency for further information in connection therewith. This Offcial Statement does not constitute a contract with the purchasers of the Bonds. An5' statements made in this Official Statement involving matters of opinion or estimates, whether or not so expressly sta~ed, are set forth as such and not as representations of fact. and no representation is made that an3 of the estimates will be realized. The execution and del!very of this Official Statement by its Chairman have been duly authorized by the 'l'ustin Community Redevelopment Agency. TUSTIN COMMUNITY REDEVELOPMENT AGENCY Chairman(,] 23 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) SS CITY OF TUSTIN ) MARY E. WYNN, City Clerk and Secretary Clerk of the Community Redevelopment Agency of the City of Tustin, California, does hereby certify that the whole num- ber of the members of the City Council as the Community Redevelopment Agency is five; that the above and foregoing Resolution No. RDA 82-13 was duly and regularly introduced, passed and adopted at a regular meeting of the City Council as the Community Redevelopment Agency held on the 15th day of November, 1982, by the following vote: AYES : NOES : ABSENT: COUNCILPERSONS: COUNCILPERSONS: COUNCILPERSONS: Edgar, Kennedy, Greinke, Hoesterey, Saltarelli None None MARY E. WYN Cler Clerk City of Tustin, ~lifornia v