HomeMy WebLinkAboutCC RES 97-089 RESOLUTION NO. 97- 89
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF TUSTIN AUTHORIZING THE ISSUANCE OF NOT TO
EXCEED $3,700,000 AGGREGATE PRINCPAL AMOUNT
OF CITY OF TUSTIN LIMITED OBLIGATION
IMPROVEMENT BONDS REASSESSMENT DISTRICT NO.
95-1 (TUSTIN RANCH), FIXED RATE BONDS, GROUP
ONE, APPROVING THE EXECUTION AND DELIVERY OF
A SECOND SUPPLEMENTAL FISCAL AGENT
AGREEMENT, A BOND PURCHASE AGREEMENT AND A
CONTINUING DISCLOSURE AGREEMENT (SERIES B)
AND THE PREPARATION OF AN OFFICIAL
STATEMENT AND OTHER MATTERS RELATED
THERETO
WHEREAS, pursuant to a Fiscal Agent Agreement, dated as of February 1, 1996 (the ..
"Original Agreement"), by and between the City of Tustin (the "City") and State Street Bank and
Trust Company of California, N.A., as fiscal agent (the "Fiscal Agent"), the City issued its
Limiteki Obligation Improvement Bonds, Keassessment District No. 95-2 (Tustin Ranch), Series
A (the "Series A Bonds") in the aggregate principal amount of $41,500,000;
WHEREAS, the Original Agreement was amended and supplemented pursuant to a First
Supplemental Fiscal Agent Agreement, dated as of September 1, 1996, by and between the City
and the Fiscal Agent (as so amended and supplemented, the "First Amended Original
Agreement") (capitalized undefined terms shall have the meanings ascribed thereto in the First
Amended Original Agreement);
WHEREAS, the Series A Bonds were originally issued as Adjustable Rate Bonds;
WHEREAS, in accordance with the provisions of the First Amended Original Agreement,
all or a portion of the Series A Bonds may, and in certain circumstances are required to be,
converted to Fixed Rate Bonds;
WHEREAS, $3,063,949.18 aggregate principal amount of the Series A Bonds are being
converted to Fixed Rate Bonds (the "Group One Fixed Kate Bonds");
WHEREAS, the First Amended Original Agreement provides that the First Amended
Original Agreement and the rights and obligations of the City, the Fiscal Agent and the Owners of
Fixed Rate Bonds, but only as such fights and obligations relate solely to such Fixed Kate Bonds,
may be modified or amended, as of the Conversion Date for such Fixed Rate Bonds, by a
Supplemental Agreement which the City and the Fiscal Agent.may enter into without the consent
of any Bond Owners, but only if such Fixed Rate Bonds have been remarketed by the
Remarketing Agent with such modified or amended rights and obligations;
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WHEREAS, the City desires to amend and modify, as of the Conversion Date for the
C_nS..oup One Fixed Rate Bonds, certain of the rights and obligations relating solely to the Group
One Fixed Rate Bonds;
WHEREAS, the First Amended Original Agreement provides that, in connection with the
conversion of each group of Series A Bonds to Fixed Rate Bonds pursuant to the First Amended
Original Agreement, the City may, subject to the requirements of the Act, by Supplemental
Agreement establish one .or more Series of Bonds, and the City may issue and the Fiscal Agent
may authenticate and deliver Bonds of any Series-so established, in such principal amount as shall
be determined by the City in said Supplemental Agreement, but only upon compliance by the City
with the provisions of the First Amended Original Agreement; -
WHEREAS, in connection with the conversion of the Group One Fixed Rate Bonds, the
City desires to establish an additional Series of Bonds for one or more of the purposes specified in
the First Amended Original Agreement;
WHEREAS, the Bonds of such additional Series (the "Series One Bonds'D, are to be
issued in an aggregate principal amount of not to exceed $636,050.82;
WHEREAS, in order to provide for the authentication and delivery of the Group One
Fixed Rate Bonds and the Series One Bonds (collectively, the "Group One Bonds"), to establish
and declare the terms and conditions upon which the Group One Bonds are to be issued and
secured and to secure the payment of the' principal thereof, premium, if any, and interest thereon,
the City proposes to enter into a Second Supplemental Fiscal Agent Agreement with the Fiscal
Agent (such Second Supplemental Fiscal Agent Agreement, in the form presented to this meeting,
with such changes, insertions and omissions as are made pursuant to this Resolution, being
referred to heroin as the "Second Supplemental Agreement");
WItEREAS, the Tustin Public Financing Authority (the "Authority") intends to issue its
Revenue Bonds (Tustin Ranch), Series B (the "Authority Bonds"), and use a portion of the
proceeds of the sale thereof to purchase the Group One Bonds from the City;
WHEREAS, the Authority has presented the City with a proposal, in the form of a Bond
Purchase Agreement, to purchase the Group One Bonds (such Bond Purchase Agreement, in the
form presented to this meeting, with such changes, insertions and omissions as are made pursuant
to this Resolution, being referred to herein as the "Bond Purchase Agreement");
WHEREAS, PaineWebber Incorporated, as underwriter (the "Underwriter"), has
submitted to the Authority a proposal to purchase the Authority Bonds;
WltEREAS, Rule 15c2-12 promulgated under the Securities Exchange Act of 1934
C'Rule 15c2-12") requires that, in order to be able to purchase or sell the Authority Bonds, the
Underwriter must have reasonably determined that an obligated person has undertaken in a
written agreement or contract for the benefit of the holders of the Authority Bonds to provide
disclosure of certain financial information and certain material events on an ongoing basis;
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WHEREAS, in order to cause such requirement to be satisfied, the City desires to enter
into a Continuing Disclosure Agreement (Series B) with State Street Bank and Trust Company of
California, N.A., as Trustee for the Authority Bonds (such Continuing Disclosure Agreement
(Series B), in the form presented to this meeting, with such changes, insertions and omissions as
are made pursuant to this Resolution, being referred to herein as the "Continuing Disclosure
Agreement"); ,
WHEREAS, there have been prepared an~t submitted to this meeting forms of:
(a) the Second Supplemental Agreement;
(b) the Bond PurchaSe Agreement;
(c) the Continuing Disclosure Agreement; and
(d) the Preliminary Official Statement to be used in connection with the offering and sale
of the Authority Bonds, which contains certain information about the City, the First Amended
Original Agreement, the Second Supplemental Agreement, the Group One Bonds," the City's
Keassessment District No. 95-1, the City's KeassesSment District No. 95-2 and the proceedings
relating thereto (such Preliminary Official Statement in the form presented to this meeting, with
such changes, insertions and omissions as are made pursuant to this Resolution, being referred to
herein as the "Preliminary Official Statement"); and
WItEREAS, the City ~esird~"t~ proceed to issue and sell the Group One Bonds and to
authorize the execution of such documents and the performance of such acts as may be necessary
or desirable to effect the offering, sale and issuance of the Group One Bonds;
NOW, TItEREFORE, BE IT RESOLVED by the City Council the City of Tustin as
follows:
Section 1. Subject to the provisions of Section 2 hereof, the conversion and issuance of
the Group One Fixed Rate Bonds, in the aggregate principal mount of not to exceed $3,700,000,
and the issuance of the Series One Bonds, in the aggregate principal amount of not to exceed
$636,050.82 on the terms and conditions set forth in, and subject to the limitations specified in,
the First Amended Original Agreement, as amended and supplemented by the Second
Supplemental Agreement (as so amended and supplemented, the "Fiscal Agent Agreement"), is
hereby authorized and approved. The Group One Bonds shall be dated, shall bear interest at the
rates, shall mature on the dates, shall be issued in the form, and shall be as otherwise provided in
the Fiscal Agent Agreement.
Section 2. The Second Supplemental Agreement, in substantially the form submitted to
this meeting and made a part hereof as though set forth herein, be and the same is hereby
approve& The Mayor of the City, or such other member of the City Council as the Mayor may
designate, the City Manager of the City and the Director of Finance/Treasurer of the City, or such
other officer of the City as the City Manager or the Director of Finance/Treasurer may designate
(the "Authorized Officers") are, and each of them is, hereby authorized and directed, for and in
the name of the City, to execute and deliver the Second SUpplemental Agreement in the form
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submitted to this meeting, with such changes, insertions and omissions as the Authorized Officer
executing the same may require or approve, such requirement or approval to be conclusively
evidenced by the execution of the Second Supplemental Agreement by such Authorized Officer;
provided, however, that such changes, insertions and omissions shall not authorize an aggregate
principal amount of Group One Bonds in excess of $3,700,000, .shall not result in a final maturity
date of the Group One Bonds later than September 2, 2013 and shall not result in a true interest
cost on the Group One Bonds in excess of 630%.
Section 3. The Bond Purchase Agrberrrent, in substantially the form submitted to this
meeting and made a part hereof as though set forth in full heroin, be and the same is hereby
approved. The Authorized Officers are, and each of them is, hereby authorized and directed, for
and in the name of the City, to execute and deliver the Bond Purchase Agreement in the form
presented to this meeting, with such changes, insertions and omissions as the Authorized Officer
executing the same may require or approve, such requirement or approval to be conclusively
evidenced by the execution of the Bond Purchase Agreement by such Authorized Officer;
provided, however, that such changes, insertions and omissions shall not result in an aggregate
purchaser's discount (not including any original issue discount) from the principal amount of the
Group One Bonds in excess of 1.5% of the aggregate principal amount of the Group One Bonds.
Section 4. The Continuing Disclosure Agreement, in substantially the form submitted to
this meeting and made a part hereof as though set forth in full heroin, be and the same is hereby
approve& The Authorized Officers are, and each of them is, hereby authorized and directed, for
and in the name of the City, to execute and deliver the Continuing Disclosure Agreement in the
form presented to this meeting, with such changes, insertions and omissions as the Authorized
Officer executing the same may require or approve, such requirement or approval to be
conclusively evidenced by the execution of the Continuing Disclosure Agreement by such
Authorized Officer.
Section 5. The Preliminary Official Statement, in substantially the form presented to this
meeting and made a part hereof as though set forth in full heroin, with such changes therein as
may be approved by an Authorized Officer, be and the same is hereby approved, and the use of
the Preliminary Official Statement in connection with the offering and sale of the Authority Bonds
is hereby authorized and approved. The Authorized Officers are, and each of them is, hereby
authorized and directed, 'for and in the name of the City, to certify to the Underwriter that the
Preliminary Official Statement has been "deemed final" for purposes of Rule 15c2-12.
Section 6. The preparation and delivery of a final Official Statement (the "Official
Statement"), and its use in connection with the offering and sale of the Authority Bonds, be and
the same is hereby authorized and approved. The Official Statement shall be in substantially the
form of the Preliminary Official Statement with such changes, insertions and omissions as may be
approved by an Authorized Officer, .such approval to be conclusively evidenced by the execution
and delivery thereof. The Authorized Officers are, and each of them is, hereby authorized and
directed to execute the final Official Statement, and any amendment or supplement thereto, for
and in the name of the City.
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Section 7. The Authorized Officers are hereby authorized and directed to investigate, or
cause to be investigated, the availability and economic viability of bond insurance for the Group
One Bonds and/or the Authority Bonds and, if such insurance is determined to be cost effective,
to select a bond insurer and to negotiate the terms of such bond insurance.
Section 8. The Authorized Officers are, and each of them hereby is, authorized and
directed to execute and deliver any and all d'ocum. ents and instruments and to do and cause to be
done any and all acts and things necessary or proper for carrying out the issuance of the C_~roup
One Bonds and the transactions contemplated by'the Fiscal Agent Agreement, the Bond Purchase
Agreement, the Continuing Disclosure Agreement, the Official Statement and this Resolution.
Section 10..All actions heretofore taken by the officers and employees of the City with
respect to the issuance and sale of the Group One Bonds, or in connection with or related to any
of the agreements or documents referenced herein, are hereby approved, confirmed and ratified.
Section 11. This Resolution shall take effect immediately upon its adoption.
APPRO~v~I!:D and AI)OPTED by the City Council of the City of Tustin on September 2,
1997.
ATTEST:
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STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss
I, Pamela Stoker, City Clerk of the City of Tustin, California hereby certify that the
foregoing is a full, true and correct copy of ~ Resolution duly adopted at a regular meeting of the
City Council of said City duly and regularly held at the regular meeting place thereof on
September 2, 1997, of which meeting all of the members of said City Council had due notice and
at which a majority thereof were present; and that at said meeting said Resolution was adopted by
the following vote:
AYES: COUNCII~IVIE1VIBERS: THOMAS, SALTARELLI, DOYLE, POTTS, WORLEY
NOES: COUNCIL ME1VIBERS: NONE \
ABSENT: COUNCIL MEMBERS: NONE
An agenda of said me. etirig' was posted at least 72 hours before said meeting at 300
Centennial Way, Tustin, California, a location freely accessible to members of the public, and a
brief general description of said Resolution appeared on said agenda.
I further certify that I have carefully compared the same with the original minutes of said
meeting on file and of record in my office; that the foregoing Resolution is a full, true and correct
copy of the original Resolution adopted at said meeting and entered in said minutes; and that said
Resolution has not been amended, modified or rescinded since the date of its adoption, and the
same is now in full force and effect.
Dated: ~- o~ ,1997
SECOND SUPPLEMENTAL
FISCAL AGENT AGREEMENT
by and between the
CITY OF TUSTIN
and
STATE STREET BANK AND TRUST COMPANY
OF CALIFORNIA, N.A.,
as Fiscal Agent
Dated as of 1, 1997
RELATING TO
CITY OF TUSTIN
LIMITED OBLIGATION IMPROVEMENT BONDS
REASSESSMENT DISTRICT NO. 95-2 (TUSTIN RANCH)
FIXED RATE BONDS, GROUP ONE
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TABLE OF CONTENTS
PART 1
ADDITION OF ARTICLE XIII
Part 1.1 Addition of Article XIII .....................................................................................3
Article XIII
GROUP ONE BONDS
Section 13.01. Definitions ..................................................................... ............................ 3
Section 13.02. Authorization and Issuance of Series One Bonds ............ ............................9
Section 13.03. Terms of Group One Bonds ........................................... ............................ 9
Section 13.04. Form of Group One Bonds ............................................. .......................... 10
Section 13.05. Application of Amounts ................................................. .......................... 11
Section 13.06. Costs Account (Group One) .......................................... .......................... 11
Section 13.07. Redemption of Group One Bonds .................................. ..........................11
Section 13.08. Selection of Group One Bonds for Redemption .............. .......................... 13
Section 13.09. Group One Accounts ..................................................... ..........................13
Section 13.11. Rebate Fund (Group One) ............................................... .........................14
Section 13.12. Report to California Debt and Investment Advisory
Commission .................................................................... .........................14
Section 13.13. Modification or Amendment of Agreement ..................... .........................14
Section 13.14. Defeasance of Group One Bonds .................................... .........................14
Section 13.15. Reporting Requirements .................................................. .........................16
Section 13.16. Third Party Beneficiary ................................................... .........................17
Section 13.17. Group One Bonds Original Issue Discount ...................... .........................17
PART 2
SPECIFIC AMENDMENTS
Part 2.1. Amendment to Section 6.08 .............................................................................. 18
Part 2.2. Amendment of Section 8.01 .............................................................................. 18
Part 2.3. Amendment of Section 12.03 ............................................................................ 18
Part 2.4. Amendment of Section 12.08 ............................................................................19
PART 3
MISCELLANEOUS
Part 3.1. Effect of Second Supplemental Agreement .......................................................20
Part 3.2. Execution in Several Counterparts ...................................................................20
Part 3.3. Effective Date of Second Supplemental Agreement ..........................................20
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SECOND SUPPLEMENTAL FISCAL AGENT AGREEMENT
THIS SECOND SUPPLEMENTAL FISCAL AGENT AGREEMENT (this "Second
Supplemental Agreement") is made and entered into as of 1, 1997 by and between
the CITY OF TUSTIN, a general law city and municipal corporation organized and existing under
and by virtue of the laws of the State of California (the "City"), and STATE STREET BANK
AND TRUST COMPANY OF CALIFORNIA, N.A., a national banking association organized
and existing under and by virtue of the laws of the United States of America, as fiscal agent (the
"Fiscal Agent").
WITNESSETH:
WHEREAS, pursuant to a Fiscal Agent Agreement, dated as of February 1, 1996 (the
"Original Agreement"), by and between the City and the Fiscal Agent, the City issued its Limited
Obligation Improvement Bonds, Reassessment District No. 95-2 (Tustin Ranch), Series A, in the
aggregate principal amount of $41,500,000;
WHEREAS, the Original Agreement was amended and supplemented pursuant to a First
Supplemental Fiscal Agent Agreement, dated as of September 1, 1996, by and between the City
and the Fiscal Agent (as so amended and supplemented, the "First Amended Original
Agreement") (capitalized undefined terms shall have the meanings ascribed thereto in the First
Amended Original Agreement);
WHEREAS, the Series A Bonds were originally issued as Adjustable Rate Bonds;
WHEREAS, in accordance with the provisions of the First Amended Original Agreement,
all or a portion of the Series A Bonds may, and in certain circumstances are required to be,
converted to Fixed Rate Bonds;
WHEREAS, $ aggregate principal amount of the Series A Bonds are
being converted to Fixed Rate Bonds (the "Group One Fixed Rate Bonds");
WHEREAS, the First Amended Original Agreement provides that the First Amended
Original Agreement and the rights and obligations of the City, the Fiscal Agent and the Owners of
Fixed Rate Bonds, but only as such rights and obligations relate solely to such Fixed Rate Bonds,
may be modified or amended, as of the Conversion Date for such Fixed Rate Bonds, by a
Supplemental Agreement which the City and the Fiscal Agent may enter into without the consent
of any Bond Owners, but only if such Fixed Rate Bonds have been remarketed by the
Remarketing Agent with such modified or amended rights and obligations;
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WHEREAS, the City desires to amend and modify, as of the Conversion Date for the
Group One Fixed Rate Bonds, certain of the rights and obligations relating solely to the Group
One Fixed Rate Bonds;
WHEREAS, the First Amended Original Agreement provides that, in connection with the
conversion of each group of Series A Bonds to Fixed Rate Bonds pursuant to the First Amended
Original Agreement, the City may, subject to the requirements of the Act, by Supplemental
Agreement establish one or more Series of Bonds, and the City may issue and the Fiscal Agent
may authenticate and deliver Bonds of any Series so established, in such principal amount as shall
be determined by the City in said Supplemental Agreement, but only upon compliance by the City
with the provisions of the First Amended Original Agreement;
WHEREAS, in connection with the conversion of the Group One Fixed Rate Bonds, the
City desires to establish an additional Series of Bonds for one or more of the purposes specified in
the First Amended Original Agreement; and
WHEREAS, the City has determined that all things necessary to cause the authorization,
execution and delivery of this Second Supplemental Agreement have in all respects been duly
authorized;
NOW, THEREFORE, in consideration of the covenants and provisions herein set forth
and for other valuable consideration the receipt and sufficiency of which is hereby acknowledged,
the parties hereto do hereby agree as follows:
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PART 1
ADDITION OF ARTICLE XIII
Part 1.1. Addition of Article XIII. The First Amended Original Agreement is hereby
amended by adding thereto an additional Article as follows:
ARTICLE XIII
GROUP ONE BONDS
Section 13.01. Definitions. Unless the context otherwise requires, the terms defined in
this Section shall for all purposes of this Agreement, of any Supplemental Agreement and of any
certificate, opinion or other document herein or therein mentioned, have the meanings herein
specified.
"Code (Group One)" means the Internal Revenue Code of 1986.
"Continuing Disclosure Agreement (Series B)" means the Continuing Disclosure
Agreement (Series B), dated as of 1, 1997, by and between the City and the
Authority Trustee, as originally executed and as it may be amended from time to time in
accordance with the terms thereof.
"Conversion Date (Group One)" means , 1997.
"Costs Account (Group One)" means the account within the Costs of Issuance Fund by
that name established and held by the Fiscal Agent pursuant to Section 13.06.
"Designated Parcels (Group One)" means the parcels of real property within
Reassessment District designated by the City, pursuant to Section 7.01(e) of the Agreement, to
represent the Group One Bonds, the assessor's parcel numbers for which are set forth in Exhibit
C hereto.
"Group One Bonds" means, collectively, the Group One Fixed Rate Bonds and the
Series One Bonds.
"Group One Costs" means all items of expense directly or indirectly payable by or
reimbursable to the City relating to the authorization, issuance, conversion, remarketing, sale and
delivery of the Group One Bonds and the authorization, issuance, sale and delivery of the Series B
Bonds, including but not limited to printing expenses, rating agency fees, filing and recording fees,
fees, expenses and charges of the Fiscal Agent and its counsel, fees, expenses and charges of the
Authority Trustee and its counsel, fees, charges and disbursements of underwriters, remarketing
agents, attorneys, financial advisors, accounting firms, consultants, and other professionals, and
fees and charges for preparation, execution and safekeeping of the Group One Bonds and the
Series B Bonds and any other cost, charge or fee in connection with the issuance of the Group
One Bonds and the Series B Bonds, including the premium for the municipal bond insurance
policy securing payment of the Series B Bonds.
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"Group One Fixed Rate Bonds" means the $ aggregate principal
amount of Fixed Rate Bonds, the Conversion Date for which is the Conversion Date (Group
One).
"Insurance Policy (Series B)" means the Municipal Bond Insurance Policy, and any
endorsement thereto, issued by the Insurer (Series B) guaranteeing the scheduled payment of the
principal of and interest on the Series B Bonds.
"Insurer (Series B)" means Financial Security Assurance Inc., a New York stock
insurance company, or any successor thereto.
"Original Purchaser (Group One)" means the Authority, as the original purchaser of
the Group One Bonds.
"Participating Underwriter (Series B)" has the meaning ascribed to Participating
Underwriter in the Continuing Disclosure Agreement (Series B).
"Permitted Investments (Group One)" means any of the following to the extent then
permitted by the general laws of the State of California:
(1) (a) Direct obligations (other than an obligation subject to variation in principal
repayment) of the United States of America ("United States Treasury Obligations"), (b)
obligations fully and unconditionally guaranteed as to timely payment of principal and
interest by the United States of America, (c) obligations fully and unconditionally
guaranteed as to timely payment of principal and interest by any agency or instrumentality
of the United States of America when such obligations are backed by the full faith and
credit of the United States of America, or (d) evidences of ownership of proportionate
interests in future interest and principal payments on obligations described above held by a
bank or trust company as custodian, under which the owner of the investment is the real
party in interest and has the right to proceed directly and individually against the obligor
and the underlying government obligations are not available to any person claiming
through the custodian or to whom the custodian maybe obligated.
(2) Federal Housing Administration debentures.
(3) The listed obligations of government-sponsored agencies which are not backed by the
full faith and credit of the United States of America:
-Federal Home Loan Mortgage Corporation (FHLMC)
Participation certificates (excluded are stripped mortgage securities which
are purchased at prices exceeding their principal amounts)
Senior debt obligations
-Farm Credit Banks (formerly: Federal Land Banks, Federal Intermediate
Credit Banks and Banks for Cooperatives)
Consolidated systemwide bonds and notes
-Federal Home Loan Banks (FHL Banks)
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Consolidated debt obligations
-Federal National Mortgage Association (FNMA)
Senior debt obligations
Mortgage-backed securities (excluded are stripped mortgage securities
which are purchased at prices exceeding their principal amounts)
-Student Loan Marketing Association (SLMA)
Senior debt obligations (excluded are securities that do not have a fixed par
value and/or whose terms do not promise a fixed dollar amount at
maturity or call date)
-Financing Corporation (FICO)
Debt obligations
-Resolution Funding Corporation (REFCORP)
Debt obligations
(4) Unsecured certificates of deposit, time deposits, deposit accounts and bankers'
acceptances (having maturities of not more than 30 days) of any bank the short-term
obligations of which are rated "A-1" or better by S&P.
(5) Deposits the aggregate amount of which are fully insured by the Federal Deposit
Insurance Corporation (FDIC), in banks which have capital and surplus of at least $5
million.
(6) Commercial paper (having original maturities of not more than 270 days) rated "A-1+"
by S&P and "Prime-1" by Moody's.
(7) Money market funds rated "AAm" or "AAm-G" by S&P, or better.
(8) State Obligations, which means
(a) Direct general obligations of any state of the United States of America or any
subdivision or agency thereof to which is pledged the full faith and credit of a state
the unsecured general obligation debt of which is rated "A3" by Moody's and "A"
by S&P, or better, or any obligation fully and unconditionally guaranteed by any
state, subdivision or agency whose unsecured general obligation debt is so rated.
(b) Direct, general short-term obligations of any state agency or subdivision or
agency described in (a) above and rated "A-1+" by S&P and "Prime-1" by
Moody's.
(c) Special Revenue Bonds (as defined in the United States Bankruptcy Code) of
any state, state agency or subdivision described in (a) above and rated "AA" or
better by S&P and "Aa" or better by Moody's.
(9) Pre-refunded municipal obligations rated "AAA" by S&P and "Aaa" by Moody's
meeting the following requirements:
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(a) the municipal obligations are (i) not subject to redemption prior to maturity or
(ii) the trustee for the municipal obligations has been given irrevocable instructions
concerning their call and redemption and the issuer of the municipal obligations has
covenanted not to redeem such municipal obligations other than as set forth in
such instructions;
(b) the municipal obligations are secured by cash or United States Treasury
Obligations which may be applied only to payment of the principal of, interest and
premium on such municipal obligations;
(c) the principal of and interest on the United States Treasury Obligations (plus
any cash in the escrow) has been verified by the report of independent certified
public accountants to be sufficient to pay in full all principal of, interest, and
premium, if any, due and to become due on the municipal obligations
("Verification");
(d) the cash or United States Treasury Obligations serving as security for the
municipal obligations are held by an escrow agent or trustee in trust for owners of
the municipal obligations;
(e) no substitution of a United States Treasury Obligation shall be permitted except
with another United States Treasury Obligation and upon delivery of a new
Verification; and
(f) the cash or the United States Treasury Obligations are not available to satisfy
any other claims, including those by or against the trustee or escrow agent.
(10) Repurchase agreements:
A. With (i) any domestic bank, or domestic branch of a foreign bank, the long term
debt of which is rated at least "A" by S&P and Moody's; or (ii) any broker-dealer
with "retail customers" or a related affiliate thereof which broker-dealer has, or the
parent company (which guarantees the provider) of which has, long-term debt
rated at least "A" by S&P and Moody's, which broker-dealer falls under the
jurisdiction of the Securities Investors Protection Corporation; or (iii) any other
entity rated "A" or better by S&P and Moody's and acceptable to the Insurer
(Series B) provided that:
a. The market value of the collateral is maintained at levels and upon such
conditions as would be acceptable to S&P and Moody's to maintain an "A"
rating in an "A" rated structured financing (with a market value approach) ;
b. The Fiscal Agent or a third party acting solely as agent therefor or for
the City (the "Holder of the Collateral") has possession of the collateral or
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the collateral has been transferred to the Holder of the Collateral in
accordance with applicable state and federal laws (other than by means of
entries on the transferor's books);
c. The repurchase agreement shall state and an opinion of counsel shall be
rendered at the time such collateral is delivered that the Holder of the
Collateral has a perfected first priority security interest in the collateral, any
substituted collateral and all proceeds thereof (in the case of bearer
securities, this means the Holder of the Collateral is in possession);
d. All other requirements of S&P in respect of repurchase agreements shall
be met;
e. the repurchase agreement shall provide that if during its term the
provider's rating by either Moody's or S&P is withdrawn or suspended or
falls below "A-" by S&P or "A3" by Moody's, as appropriate, the provider
must, at the direction of the City or the Fiscal Agent (who shall give such
direction if so directed by the Insurer (Series B)), within 10 days of receipt
of such direction, repurchase all collateral and terminate the agreement
with no penalty or premium to the City or the Fiscal Agent.
Notwithstanding the above, if a repurchase agreement has a term of 270 days or less (with
no evergreen provision), collateral levels need not be as specified in (a) above, so long as
such collateral levels are 103% or better and the provider is rated at least "A" by S&P and
Moody's, respectively.
(11) Investment agreements with a domestic or foreign bank or corporation (other than a
life or property casualty insurance company) the long-term debt of which, or in the case of
a monoline financial guaranty insurance company, claims payability, or the guarantor is
rated at least "AA" by S&P and "Aa" by Moody's; provided, that, by the terms of the
investment agreement:
(a) interest payments are to be made to the Fiscal Agent at times and in amounts as
necessary to pay debt service (or, if the investment agreement is for the
construction fund, construction draws) on the Bonds;
(b) the invested funds are available for withdrawal without penalty or premium, at
any time upon not more than seven days' prior notice; the City and the Fiscal
Agent hereby agree to give or cause to be given notice in accordance with the
terms of the investment agreement so as to receive funds thereunder with no
penalty or premium paid;
(c) the investment agreement shall state that it is the unconditional and general
obligation of, and is not subordinated to any other obligation of, the provider
thereof;
DOCSLAI-213783.2/4kyltl2! 7 42081-1-GH 1-08/20/97
(d) the City or the Fiscal Agent receives the opinion of domestic counsel (which
opinion shall be addressed to the City and the Insurer (Series B)) that such
investment agreement is legal, valid, binding and enforceable upon the provider in
accordance with its terms and of foreign counsel (if applicable) in form and
substance acceptable, and addressed to, the Insurer (Series B);
(e) the investment agreement shall provide that if during its term (i) the provider's
rating by either S&P or Moody's falls below "AA-" or "Aa3", respectively, the
provider shall, at its option, within 10 days of receipt of such downgrade either (a)
collateralize the investment agreement by delivering or transferring in accordance
with applicable state and federal laws (other than by means of entries on the
provider's books) to the City, the Fiscal Agent or a third party acting solely as
agent therefor (the "Holder of the Collateral") collateral free and clear of any
third-party liens or claims the market value of which collateral is maintained at
levels and upon such conditions as would be acceptable to S&P and Moody's to
maintain an "A" rating in an "A" rated structured financing (with a market value
approach); or (b) repay the principal of and accrued but unpaid interest on the
investment and (ii) the provider's rating by either Moody's or S&P is withdrawn
or suspended or falls below "A3" or "A--" respectively, the provider must, at the
direction of the City or the Fiscal Agent (who shall give such direction if so
directed by the Insurer (Series B)), within 10 days of receipt of such direction,
repay the principal of and accrued but unpaid interest on the investment, in either
case with no penalty or premium to the City or Fiscal Agent;
(f) the investment agreement shall state, and an opinion of counsel shall be
rendered, in the event collateral is required to be pledged by the provider under the
terms of the investment agreement, at the time such collateral is delivered, that the
Holder of the Collateral has a perfected first priority security interest in the
collateral, any substituted collateral and all proceeds thereof (in the case of bearer
securities, this means the Holder of the Collateral is in possession);
(g) the investment agreement must provide that if during its term (x) the provider
shall default in its payment obligations, the provider's obligations under the
investment agreement shall, at the direction of the City or the Fiscal Agent (who
shall give such direction if so directed by the Insurer (Series B)), be accelerated
and amounts invested and accrued but unpaid interest thereon shall be repaid to the
City or Fiscal Agent, as appropriate, and (y) the provider shall become insolvent,
not pay its debts as they become due, be declared or petition to be declared
bankrupt, etc. ("event of insolvency"), the provider's obligations shall
automatically be accelerated and amounts invested and accrued but unpaid interest
thereon shall be repaid to the City or Fiscal Agent, as appropriate.
"Rebate Fund (Group One)" means the fund by that name established and held by the
Fiscal Agent pursuant to Section 13.11.
DOCSLAI-213783.2/4ky1D2! g 42081-1-GH 1-08/20/97
"Rebate Requirement (Series B)" has the meaning ascribed to Rebate Requirement in
the Tax Certificate (Series B).
"Reserve Requirement (Group One)" means, as of the date of any calculation, the least
of (a) 10% of the original aggregate principal amount of the Series B Bonds, (b) maximum annual
debt service on the Series B Bonds, and (c) 12S% of average annual debt service on the Series B
Bonds.
"Second Supplemental Agreement" means the Second Supplemental Fiscal Agent
Agreement, dated as of 1, 1997, by and between the City and the Fiscal Agent.
"Series B Bonds" means the Tustin Public Financing Authority Revenue Bonds (Tustin
Ranch), Series B, issued under the Authority Indenture.
"Series One Bonds" means the City of Tustin Limited Obligation Improvement Bonds,
Reassessment District No. 95-2 (Tustin Ranch), Series One, issued hereunder.
"Taa Certificate (Series B)" means the Tax Certificate executed by the Authority and the
City at the time of issuance of the Series B Bonds relating to the requirements of Section 148 of
the Code (Group One), as originally executed and as it may from time to time be amended in
accordance with the provisions thereof.
Section 13.02. Authorization and Issuance of Series One Bonds. The Series One
Bonds shall be designated "City of Tustin Limited Obligation Improvement Bonds, Reassessment
District No. 95-2 (Tustin Ranch), Series One", and shall be secured by and payable from the
Reassessments and other assets pledged hereunder, as provided herein. The aggregate principal
amount of Series One Bonds that may be issued and Outstanding under this Agreement shall not
exceed $ except as may be otherwise provided in Section 2.14. On the
Conversion Date (Group One), the City shall execute and the Fiscal Agent shall authenticate the
Series One Bonds and deliver the Series One Bonds to the Original Purchaser (Group One) in the
aggregate principal amount of $
Section 13.03. Terms of Groua One Bonds. (a) The Group One Bonds shall be issued
in fully registered form without coupons in Authorized Denominations, so long as no Group One
Bond shall have more than one maturity date. The Group One Bonds shall be dated as of
1997, shall be in the aggregate principal amount of
$ ,shall mature on September 2, 2013, and shall bear interest (calculated
on the basis of a 360-day year comprised of twelve 30-day months) at the nominal rate of
per annum; provided, however, that the actual rate of interest to be borne by the Group
One Bonds shall be adjusted as of each September 1 to be a rate per annum such that the sum of
(i) the product of such rate (expressed as a decimal) times the principal amount of Group One
Bonds Outstanding as of the close of business on such September 1, plus (ii) the amount to be
deposited on the following September 3 in the Redemption Account (Group One), pursuant to
Section 6.02(a), from amounts transferred by the Authority Trustee from the Surplus Fund
established under the Authority Indenture, is equal to the product of the nominal rate (expressed
DOCSLAl-213783.2/4kyf02! 9 42081-1-GN 1-08/20/97
as a decimal) times the principal amount of Group One Bonds Outstanding as of the close of
business on such September 1.
(b) The Interest Payment Dates for the Group One Bonds shall commence on
March 2, 1998. Interest on the Group One Bonds shall be payable from the Interest Payment Date
next preceding the date of authentication thereof unless (i) a Group One Bond is authenticated on
or before an Interest Payment Date and after the close of business on the preceding Record Date,
in which event it shall bear interest from such Interest Payment Date, (ii) a Group One Bond is
authenticated on or before the first Record Date therefor, in which event interest thereon shall be
payable from , 1997, or (iii) interest on any Group One Bond is in default as of
the date of authentication thereof, in which event interest thereon shall be payable from the date
to which interest has been paid in full or made available for such payment, payable on each
Interest Payment Date. Interest shall be paid in lawful money of the United States on each
Interest Payment Date to the Persons in whose names the ownership of the Group One Bonds is
registered on the Registration Books at the close of business on the immediately preceding
Record Date, except as provided below. Interest on any Group One Bond which is not punctually
paid or duly provided for on any Interest Payment Date shall be payable to the Person in whose
name the ownership of such Group One Bond is registered on the Registration Books at the close
of business on a special Record Date to be established by the Paying Agent for the payment of
such defaulted interest, notice of which shall be given to such Owner not less than ten days prior
to such special Record Date. Interest shall be paid by check of the Paying Agent mailed by first
class mail, postage prepaid, on each Interest Payment Date to the Group One Bond Owners at
their respective addresses shown on the Registration Books as of the close of business on the
preceding Record Date.
(c) The principal of and premium, if any, on the Group One Bonds shall be payable in
lawful money of the United States of America upon presentation and surrender thereof upon
maturity or earlier redemption at the Office of the Paying Agent. Payment of principal of and
premium, if any, on any Group One Bond shall be made only upon presentation and surrender of
such Group One Bond at the Office of the Paying Agent.
(d) Notwithstanding the foregoing, so long as the ownership of a Group One Bond is
registered in the name of the Authority Trustee, payment of the principal of, premium, if any, and
interest on such Group One Bond shall be made to the Authority Trustee in immediately available
funds on each applicable payment date, in an amount equal to the principal, interest and any
premium due on such Group One Bond on the applicable payment date.
(e) The Group One Bonds shall be subject to redemption as provided in Section
13.07.
Section 13.04. Form of Groua One Bonds. The Group One Bonds shall be in
substantially the form set forth in Exhibit B hereto, with appropriate or necessary insertions,
omissions and variations as permitted or required hereby. Only such of the Group One Bonds as
shall bear thereon a certificate of authentication substantially in the form set forth in Exhibit B
hereto, manually executed by the Fiscal Agent, shall be valid or obligatory for any purpose or
entitled to the benefits of this Agreement, and such certificate of or on behalf of the Paying Agent
DOCSLAI-213783.2/4ky102! 10 42081-1-GH 1-08/20/97
shall be conclusive evidence that the Group One Bonds so authenticated have been duly executed,
authenticated and delivered hereunder and are entitled to the benefits of this Agreement.
Section 13.05. Application of Amounts. On the Conversion Date (Group One), the
proceeds of the sale of the Group One Bonds ($ )shall be paid to the Fiscal
Agent and, together with the amount ($ )required to be transferred pursuant to
Section 6.02(b) and the amount ($ )required to be transferred pursuant to
Section 6.05, shall be transferred or deposited by the Fiscal Agent as follows:
(a) The Fiscal Agent shall, from the proceeds of the sale of the Group One
Bonds, transfer the amount of $ to the Paying Agent for deposit in
the Remarketing Proceeds Account.
(b) The Fiscal Agent shall, from the amount transferred from the Capitalized
Interest Account, deposit the amount of $ in the Redemption
Account (Group One) established pursuant to Sections 6.02 and 13.09.
(c) The Fiscal Agent shall, from the amount transferred from the Interest
Reserve Fund and the amount transferred from the Capitalized Interest Account, deposit
the amount of $ in the Reserve Account (Group One) established
pursuant to Sections 6.06 and 13.09, constituting the full amount of the Reserve
Requirement (Group One).
(d) The Fiscal Agent shall, from the proceeds of the sale of the Group One
Bonds and the amount transferred from the Capitalized Interest Account, deposit the
amount of $ in the Costs Account (Group One) established pursuant
to Section 13.06.
Section 13.06. Costs Account (Group One). There is hereby established within the
Costs of Issuance Fund a separate account to be known as the "Costs Account (Group One)",
which shall be held by the Fiscal Agent in trust. On the Conversion Date (Group One), there shall
be deposited in the Costs Account (Group One) the amount specified in Section 13.05(d).
The moneys in the Costs Account (Group One) shall be used and withdrawn by the Fiscal
Agent from time to time to pay the Group One Costs upon submission of a Written Request of
the City stating (a) the Person to whom payment is to be made, (b) the amount to be paid, (c) the
purpose for which the obligation was incurred, (d) that such payment is a proper charge against
the Costs Account (Group One), and (e) that such amounts have not been the subject of a prior
disbursement from the Costs Account (Group One), in each case together with a statement or
invoice for each amount requested thereunder. On February 1, 1998, all amounts remaining in the
Costs Account (Group One) shall be withdrawn therefrom by the Fiscal Agent and transferred to
the Redemption Account (Group One).
Section 13.07. Redemption of Group One Bonds. (a) Optional Redemptio~l. The
Group One Bonds shall be subject to optional redemption, in whole, or in part in Authorized
Denominations, on any Interest Payment Date on or after September 2, , at the following
DOCSLAl-213783.2/4kyl02! 11 42081-1-cH 1-08/20/97
respective Redemption Prices (expressed as percentages of the principal amount of the Group
One Bonds to be redeemed), plus accrued interest thereon to the date of redemption:
Redemption Dates Redemption Price
September 2, and March 2, 102%
September 2, and March 2, 101
September 2, and thereafter 100
The reference in Section 7.01(d) to Section 4.02(a) shall be deemed to also refer to this
Section 13.07(a).
(b) Mandatory Redemptio~r From Reassessme~at Prepayments. The Group One Bonds
shall be subject to mandatory redemption, in whole, or in part in Authorized Denominations, on
any Interest Payment Date, from and to the extent of any prepayment of Reassessments on parcels
of real property within the area constituting the Designated Parcels (Group One), at the following
respective Redemption Prices (expressed as percentages of the principal amount of the Group
One Bonds to be redeemed), plus accrued interest thereon to the date of redemption:
Redemption Dates
March 2, 1998 through March 2, _
September 2, and March 2,
September 2, and March 2,
September 2, and thereafter
Redemption Price
103%
102
101
100
The City shall notify the Fiscal Agent of Group One Bonds to be called for redemption
upon prepayment of such Reassessments in amounts sufficient therefor, or whenever sufficient
surplus funds are available therefor in the Redemption Account (Group One).
(c) Mandatory Sinking Fund Redemption. The Group One Bonds shall be subject to
mandatory sinking fund redemption, in part, on September 2 in each year, commencing
September 2, 1998, at a Redemption Price equal to the principal amount of the Group One Bonds
to be redeemed, without premium, plus accrued interest thereon to the date of redemption, in the
aggregate respective principal amounts in the respective years as follows:
Sinking Fund
Redemption Date
(September 2)
Principal Amount
to be
Redeemed
If some but not all of the Group One Bonds are redeemed pursuant to Section 13.07(a),
the principal amount of Group One Bonds to be redeemed pursuant to Section 13.07(c) on any
DOCSLAl-213783.2/4ky102! 12 42081-11'iHl-08/20/97
subsequent September 2 shall be reduced, by $5,000 or an integral multiple thereof, as designated
by the City in a Written Certificate of the City filed with the Fiscal Agent at least 45 days prior to
such redemption date; provided, however, that the aggregate amount of such reductions shall not
exceed the aggregate amount of Group One Bonds redeemed pursuant to Section 13.07(a). If
some but not all of the Group One Bonds are redeemed pursuant to Section 13.07(b), the
principal amount of Group One Bonds to be subsequently redeemed pursuant to Section 13.07(c)
shall be reduced by the aggregate principal amount of the Group One Bonds so redeemed
pursuant to Section 13.07(b), such reduction to be allocated as nearly as practicable on a pro rata
basis in amounts of $5,000 or integral multiples thereof, as designated by the City in a Written
Certificate of the City filed with the Fiscal Agent at least 45 days prior to such redemption date.
Section 13.08. Selection of Group One Bonds for Redemption. Whenever provision
is made in this Agreement for the redemption of less than all of the Group One Bonds, the Fiscal
Agent shall select the Group One Bonds to be redeemed from all Group One Bonds not
previously called for redemption, by lot in any manner which the Fiscal Agent in its sole discretion
shall deem appropriate and fair. For purposes of such selection, all Group One Bonds shall be
deemed to be comprised of separate $5,000 denominations and such separate denominations shall
be treated as separate Group One Bonds which maybe separately redeemed.
Section 13.09. Group One Accounts. In accordance with Section 6.02, the Fiscal
Agent shall establish and maintain within the Redemption Fund a separate account designated the
"Redemption Account (Group One)." In accordance with Section 6.03, the Fiscal Agent shall
establish and maintain within the Prepayment Account a separate account designated the
"Prepayment Subaccount (Group One)." In accordance with Section 6.06, the Fiscal Agent shall
establish and maintain within the Reserve Fund a separate account designated the "Reserve
Account (Group One)."
Section 13.10. Groug One Tax Covenants. (a) The City shall not take any action, or
fail to take any action, if such action or failure to take such action would adversely affect the
exclusion from gross income of interest on the Series B Bonds under Section 103 of the Code
(Group One). Without limiting the generality of the foregoing, the City shall comply with the
requirements of the Tax Certificate (Series B), which is incorporated herein as if fully set forth
herein. This covenant shall survive payment in full or defeasance of the Group One Bonds and the
Series B Bonds.
(b) In the event that at any time the City is of the opinion that for purposes of this
Section it is necessary or helpful to restrict or limit the yield on the investment of any moneys held
by the Fiscal Agent in any of the funds or accounts established hereunder, the City shall so
instruct the Fiscal Agent in writing, and the Fiscal Agent shall take such action as may be
necessary in accordance with such instructions.
(c) Notwithstanding any provisions of this Section, if the City shall provide to the
Fiscal Agent an opinion of Bond Counsel to the effect that any specified action required under this
Section is no longer required or that some further or different action is required to maintain the
exclusion from federal income tax of interest on the Series B Bonds, the Fiscal Agent may
conclusively rely on such opinion in complying with the requirements of this Section and of the
DOCSLAI-213783.2/4kyfD2! 13 42081-1-GH 1-08/20/97
Tax Certificate (Series B), and the covenants hereunder shall be deemed to be modified to that
extent.
Section 13.11. Rebate Fund (Group One). (a) The Fiscal Agent shall establish and
maintain a special fund designated the "Rebate Fund (Group One)". There shall be deposited in
the Rebate Fund (Group One) such amounts as are required to be deposited therein pursuant to
the Tax Certificate (Series B). All money at any time deposited in the Rebate Fund (Group One)
shall be held by the Fiscal Agent in trust, to the extent required to satisfy the Rebate Requirement
(Series B), for payment to the United States of America. Notwithstanding defeasance of the
Group One Bonds pursuant to Article X hereof, the defeasance of the Series B Bonds pursuant to
the Authority Indenture or anything to the contrary contained herein, all amounts required to be
deposited into or on deposit in the Rebate Fund (Group One) shall be governed exclusively by this
Section and by the Tax Certificate (Series B) (which is incorporated herein by reference). The
Fiscal Agent shall be deemed conclusively to have complied with such provisions if it follows the
written directions of the City, and shall have no liability or responsibility to enforce compliance by
the City with the terms of the Tax Certificate (Series B). The Fiscal Agent may conclusively rely
upon the City's determinations, calculations and certifications required by the Tax Certificate
(Series B). The Fiscal Agent shall have no responsibility to independently make any calculation or
determination or to review the City's calculations.
(b) Any funds remaining in the Rebate Fund (Group One) after payment in full of all of
the Group One Bonds and the Series B Bonds and after payment of any amounts described in this
Section, shall be withdrawn by the Fiscal Agent and remitted to the City.
Section 13.12. Reports to California Debt and Investment Advisory Commission.
The City shall, not later than October 30 of each year until the final maturity of the Series B
Bonds, supply the information required by Section 6599.1(b) of the California Government Code
to the California Debt and Investment Advisory Commission by mail, postage prepaid.
In accordance with Section 6599.1(c) of the California Government Code, the City shall
notify the California Debt and Investment Advisory Commission by mail, postage prepaid, within
ten days if either (a) the City fails to pay principal of or interest on the Group One Bonds on any
scheduled payment date, or (b) funds representing all or a portion of the Reserve Requirement
(Group One) are withdrawn from the Reserve Account (Group One) to pay principal of or
interest on the Group One Bonds.
Section 13.13. Modification or Amendment of Agreement. Notwithstanding the
provisions of Article X, any Supplemental Agreement that affects the Group One Bonds may be
entered into only with the written consent of the Insurer (Series B) (so long as the Insurer (Series
B) is not in default in its payment obligations under the Insurance Policy (Series B))
Section 13.14. Defeasance of Group One Bonds. (a) Notwithstanding the provisions
of Article XI, the defeasance of the Group One Bonds shall occur only in accordance with the
provisions of this Section.
DOCSLAI-213783.2/4kyt02! 14 42081-1-GH 1-08/20/97
(b) If the City shall pay or cause to be paid or there shall otherwise be paid (i) to the
Owners of all Outstanding Group One Bonds the principal thereof and the premium, if any, and
interest thereon at the times and in the manner stipulated herein and therein, and (ii) all other
amounts due hereunder, then such Owners shall cease to be entitled to the pledge of and lien on
the Reassessments as provided herein, and all agreements and covenants of the City and the Fiscal
Agent to such Owners hereunder shall thereupon cease, terminate and become void and shall be
discharged and satisfied.
(c) Any Outstanding Group One Bond shall be deemed to have been paid within the
meaning and with the effect expressed in this Section when the whole amount of the principal
thereof and the premium, if any, and interest thereon shall have been paid or when (i) in case said
Group One Bond or portion thereof has been selected for redemption in accordance with Section
13.08 prior to its stated maturity date, the City shall have given to the Fiscal Agent irrevocable
instructions to give, in accordance with the provisions of Section 4.04, notice of redemption of
such Group One Bond, or portion thereof, (ii) there shall be on deposit with the Fiscal Agent,
moneys, or (A) Permitted Investments (Group One) described in clause (1)(a) of the definition
thereof, (B) evidences of ownership of proportionate interests in future interest and principal
payments on Permitted Investments (Group One) described in clause (1)(a) of the definition
thereof held by a bank or trust company as custodian, under which the owner of the investment is
the real party in interest and has the right to proceed directly and individually against the obligor
and the underlying United States Treasury Obligations are not available to any person claiming
through the custodian or to whom the custodian may be obligated, or (C) Permitted Investments
(Group One) described in clause (9) of the definition thereof, or any combinations thereof
("Defeasance Securities"), which Defeasance Securities shall not contain provisions permitting the
redemption thereof other than at the option of the holder, the principal of and the interest on
which when due, and without any reinvestment thereof, will provide moneys which shall be
sufficient to pay when due the principal of and premium, if any, and interest on such Group One
Bond and due and to become due on said Group One Bond or portion thereof on or prior to the
redemption date or its stated maturity date, as the case may be, and (iii) in the event said Group
One Bond does not mature and is not to be redeemed within the next succeeding 60 days, the City
shall have given the Fiscal Agent irrevocable instructions to give notice, as soon as practicable in
the same manner as a notice of redemption given pursuant to Section 4.04, to the Owner of said
Group One Bond, or portion thereof, stating that the deposit of moneys or Defeasance Securities
required by clause (ii) of this paragraph has been made with the Fiscal Agent and that said Group
One Bond, or portion thereof, is deemed to have been paid in accordance with this Section and
stating such maturity date or redemption date upon which moneys are to be available for the
payment of the principal of and premium, if any, and interest on such Group One Bond, or portion
thereof. Neither the moneys nor the Defeasance Securities deposited with the Fiscal Agent
pursuant to this Section nor principal or interest payments on any such Defeasance Securities shall
be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the
principal of and premium, if any, and interest on such Group One Bond, or portions thereof. If
payment of less than all of the Group One Bonds is to be provided for in the manner and with the
effect expressed in this Section, the Fiscal Agent shall select such Group One Bonds, or portions
thereof, in the manner specified in Section 13.08 for selection for redemption of less than all of
the Group One Bonds in the principal amounts designated to the Fiscal Agent by the City.
DOCSLAl-213783.2/4kyt02! 15 42081-I-GH1-08 /2 019 7
(d) The Fiscal Agent may seek and is entitled to rely upon (i) an opinion of Bond Counsel
reasonably satisfactory to the Fiscal Agent to the effect that the conditions precedent to a
defeasance pursuant to this Section have been satisfied, and (ii) such other opinions, certifications
and computations, as the Fiscal Agent may reasonably request, of accountants or other financial
consultants concerning the matters described in paragraph (c) of this Section.
(e) Prior to any defeasance becoming effective under this Section, (A) all amounts
currently due to the Insurer (Series B) under the Insurance Policy (Series B) shall have been paid
in full, and (B) the City shall cause to be delivered (i) an executed copy of a report, addressed to
the Fiscal Agent, the City and the Insurer (Series B), in form and in substance acceptable to the
Fiscal Agent, the City and the Insurer (Series B), of a nationally recognized certified public
accountant, or firm of such accountants, verifying that the Defeasance Securities and cash, if any,
satisfy the requirements of clause (ii) of paragraph (c), above (a "Verification"), (ii) a copy of the
escrow deposit agreement entered into in connection with such defeasance, which escrow deposit
agreement shall provide that no substitution of Defeasance Securities shall be permitted except
with other Defeasance Securities and upon delivery of a new Verification and no reinvestment of
Defeasance Securities shall be permitted except as contemplated by the original Verification or
upon delivery of a new Verification, and (iii) a copy of an opinion of Bond Counsel, dated the
date of such defeasance and addressed to the Fiscal Agent, the City and the Insurer (Series B), in
form and in substance acceptable to the Fiscal Agent, the City and the Insurer (Series B), to the
effect that such Group One Bonds have been paid within the meaning and with the effect
expressed in the Fiscal Agent Agreement, and that all agreements and covenants of the City and
the Fiscal Agent to the Owners of such Group One Bonds under the Fiscal Agent Agreement have
ceased, terminated and become void and have been discharged and satisfied. In the event a
forward purchase agreement will be employed in the refunding, such agreement shall be subject to
the approval of the Insurer (Series B) and shall be accompanied by such opinions of counsel as
may be required by the Insurer (Series B). The Insurer (Series B) shall be provided with final
drafts of the above-referenced documentation not less than five Business Days prior to the
funding of the escrow.
Section 13.15. Reporting Requirements. (a) The City shall deliver to the Insurer
(Series B), upon delivery of the financial statements described in subsection (b), below, a Written
Certificate of the City stating that no Event of Default has occurred, or if an Event of Default has
occurred, specifying the nature thereof and, if the City has a right to correct such default pursuant
to Section 8.01(c), stating in reasonable detail the steps, if any, being taken by the City to correct
such default.
(b) The City shall promptly provide to the Insurer (Series B) (i) audited financial
statements for each fiscal year, to be submitted within 120 days of the end of such fiscal year, and
(ii) each annual budget of the City, to be submitted within 30 days of the approval thereof.
(c) The City shall file or cause to be filed with the Insurer (Series B) any official statement
issued by, or on behalf of, the City in connection with the incurrence by the City of any additional
indebtedness within 30 days of the incurrence thereof.
DOCSLAl-213783.2/4kyf02! 16 42081-1-GH 1-0&'20.'97
(d) If, on the fifth Business Day prior to an Interest Payment Date, maturity date or
redemption date, the Fiscal Agent determines that there will be insufFicient funds in the funds and
accounts established hereunder available to pay the principal of or interest on the Group One
Bonds on such Interest Payment Date, maturity date or redemption date, the Fiscal Agent shall
give notice to the Insurer (Series B) and to the Authority Trustee by telephone or telecopy of the
amount of such deficiency by 12 noon New York City time on such Business Day.
(e) All notices, reports, certificates and opinions required to be delivered by the City
pursuant hereto shall also be delivered to the Insurer (Series B).
(f) The City agrees promptly to provide or cause to be provided to the Insurer (Series B)
such financial, statistical and other factual information as the Insurer (Series B) shall from time to
time reasonably request regarding the City.
Section 13.16. Third-Party Beneficiary. Notwithstanding anything to the contrary
contained herein, the Insurer (Series B) is a third-party beneficiary of this Agreement.
Section 13.17. Group One Bonds Original Issue Discount. Notwithstanding the
provisions of Section 2.04 and 5.03, the Group One Bonds may be purchased by the Original
Purchaser (Group One) on the Conversion Date (Group One) at such purchase price, which may
include original issue discount, as maybe agreed to by the City and the Original Purchaser (Group
One).
DOCSLAI-213783.2/4kyft12! 17 42081-1-GH 1-08/20/97
PART 2
SPECIFIC AMENDMENTS
Part 2.1. Amendment to Section 6.08. Section 6.08 of the First Amended Original
Agreement is hereby amended by adding thereto a final paragraph, which shall read in full as
follows:
References in this Section 6.08 to Permitted Investments shall,
when such references are applicable to any fund or account established for
the Group One Bonds, be deemed to be references to Permitted
Investments (Group One).
Part 2.2. Amendment of Section 8.01. Paragraph (a) of Section 8.01 of the First
Amended Original Agreement is hereby amended to read in full as follows:
(c) Failure by the City to observe and perform any of the other
covenants, agreements or conditions on its part in this Agreement or in the
Bonds contained, if such failure shall have continued for a period of 30
days after written notice thereof, specifying such failure and requiring the
same to be remedied, shall have been given to the City by the Fiscal Agent
or the Owners of not less than 25% in aggregate principal amount of the
Bonds at the time Outstanding; provided, however, if in the reasonable
opinion of the City the failure stated in the notice can be corrected, but not
within such 30 day period, such failure shall not constitute an Event of
Default if (with the consent of the Insurer (Series B) if such failure relates
to the Group One Bonds), corrective action is instituted by the City within
such 30 day period and the City shall thereafter diligently and in good faith
cure such failure in a reasonable period of time.
Part 2.3. Amendment of Section 12.03. Section 12.03 of the First Amended Original
Agreement is hereby amended to read in full as follows:
Section 12.03. Limitation of Rights to Parties and Bond
Owners. Nothing in this Agreement or in the Bonds expressed or implied
is intended or shall be construed to give to any Person other than the Fiscal
Agent, the City, the Paying Agent, the Bank, the Remarketing Agent, the
Insurer (Series B) (with respect to the Group One Bonds) and the Owners
of the Bonds, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any covenant, condition or provision therein
or herein contained; and all such covenants, conditions and provisions are
and shall be held to be for the sole and exclusive benefit of the Fiscal
Agent, the City, the Paying Agent, the Bank, the Remarketing Agent, the
Insurer (Series B) (with respect to the Group One Bonds) and the Owners
of the Bonds.
DOCSLAI-213783.2/4kyf02! 18 42081-1-GH 1-08/20/97
Part 2.4. Amendment of Section 12.08. Section 12.08 of the First Amended Original
Agreement is hereby amended by adding the following prior to the final paragraph thereof:
If to the Insurer (Series B): Financial Security Assurance Inc.
350 Park Avenue
New York, New York 10022-6022
Attention: Managing Director
Surveillance - Re: Policy No.
Telephone: (212) 826-0100
Telecopier: (212) 339-3529
DOCSLAI-213783.2/4kyf02! 19 42081-1-GH 1-08/20'97
PART 3
MISCELLANEOUS
Part 3.1. Effect of Second Supplemental Agreement. This Second Supplemental
Agreement and all of the terms and provisions herein contained shall form part of the Agreement
as fully and with the same effect as if all such terms and provisions had been set forth in the
Agreement. The Agreement is hereby ratified and confirmed and shall continue in full force and
effect in accordance with the terms and provisions thereof, as heretofore amended and
supplemented, and as amended and supplemented hereby. If there shall be any conflict between
the terms of this Second Supplemental Agreement and the terms of the Agreement (as in effect on
the day prior to the effective date of this Second Supplemental Agreement), the terms of this
Second Supplemental Agreement shall prevail.
Part 3.2. Execution in Several Counterparts. This Second Supplemental Agreement
may be executed in any number of counterparts and each of such counterparts shall for all
purposes be deemed to be an original; and all such counterparts, or as many of them as the City
and the Fiscal Agent shall preserve undestroyed, shall together constitute but one and the same
instrument.
Part 3.3. Effective Date of Second Supplemental Agreement. This Second
Supplemental Agreement shall take effect upon the Conversion Date (Group One).
BOCSLAl-213783.2/4kyfD2! 2~ 42081-1-GH1-08/20/97
IN WITNESS WHEREOF, the City has caused this Second Supplemental Agreement to
be signed in its name by its officer thereunto duly authorized, and the Fiscal Agent has caused this
Second Supplemental Agreement to be signed in its corporate name by its officer thereunto duly
authorized, all as of the day and year first above written.
CITY OF TUSTIN
By:
STATE STREET BANK AND TRUST
COMPANY OF CALIFORNIA, N.A.,
as Fiscal Agent
Authorized Officer
By:
DOCSLAI-213783.2/4kyf02! 2 l 42081-1-GH 1-08/20/97
EXHIBIT B
FORM OF GROUP ONE BOND
No.
CITY OF TUSTIN
LIMITED OBLIGATION IMPROVEMENT BONDS
REASSESSMENT DISTRICT NO. 95-2 (TUSTIN RANCH)
FIXED RATE BOND, GROUP ONE
NOMINAL INTEREST RATE MATURITY DATE DATED DATE
REGISTERED OWNER:
PRINCIPAL AMOUNT:
Under and by virtue of the Refunding Act of 1984 for 1915 Improvement Act Bonds
(Division 11.5 of the California Streets and Highways Code) (the "Act"), the City of Tustin,
County of Orange, State of California (the "City"), will, out of the redemption fund for the
payment of the bonds issued upon the unpaid portion of reassessments made for the refunding
bonds more fully described in proceedings taken pursuant to Resolution No. 95-118 adopted by
the City Council of the City on November 20, 1995, pay to the Registered Owner identified above
or registered assigns (the "Registered Owner"), on the Maturity Date identified above or on any
earlier redemption date, the Principal Amount identified above in lawful money of the United
States of America; and pay interest thereon at, except as provided below, the nominal Interest
Rate identified above in like lawful money from the date hereof payable semiannually on March 2
and September 2 in each year, commencing March 2, 1998 (the "Interest Payment Dates"), until
payment of such Principal Amount in full. This Group One Bond shall bear interest from the
Interest Payment Date next preceding the date of authentication of this Group One Bond, unless
this Group One Bond is authenticated on or before an Interest Payment Date and after the
fifteenth calendar day of the month preceding such Interest Payment Date (the "Record Date"), in
which event it shall bear interest from such Interest Payment Date, or unless this Group One Bond
is authenticated on or prior to February 15, 1998, in which event it shall bear interest from the
Dated Date identified above; provided, however, that if, at the time of authentication of this
Group One Bond, interest is in default on this Group One Bond, this Group One Bond shall bear
interest from the Interest Payment Date to which interest hereon has previously been paid or made
available for payment. The Principal Amount hereof is payable upon surrender hereof upon
maturity or earlier redemption at the principal corporate trust office (the "Trust Office") of State
Street Bank and Trust Company of California, N.A., as fiscal agent and paying agent (the "Fiscal
DOCSLAI-213783.2/4kyf02! B-1 42081-1-GH1-08/20/97
Agent" and "Paying Agent", respectively), in Los Angeles, California. Interest hereon is payable
by check of the Paying Agent mailed by first class mail, postage prepaid, on each Interest Payment
Date to the Registered Owner hereof at the address of the Registered Owner as it appears on the
Registration Books of the Paying Agent as of the close of business on the Record Date.
This Group One Bond shall not be entitled to any benefit under the Act, the Resolutions
authorizing the issuance of the bonds, adopted by the City Council of the City on January 15,
1996 and 1997 (the "Resolutions of Issuance") or the Fiscal Agent Agreement,
dated as of February 1, 1996, by and between the City and the Fiscal Agent, as amended and
supplemented by the First Supplemental Fiscal Agent Agreement, dated as of September 1, 1996,
by and between the City and the Fiscal Agent, and the Second Supplemental Fiscal Agent
Agreement, dated as of 1, 1997, by and between the City and the Fiscal Agent (as so
amended and supplemented, the "Agreement"), executed pursuant to the Resolutions of Issuance,
or become valid or obligatory for any purpose, until the certificate of authentication hereon shall
have been dated and signed by the Paying Agent. Capitalized undefined terms used in this Group
One Bond shall have the meanings ascribed thereto in the Agreement. Notwithstanding anything
to the contrary contained herein, or in the Agreement, the actual rate of interest to be borne by the
Group One Bonds (including this Group One Bond) shall be adjusted as of each September 1 to
the a rate per annum such that the sum of (i) the product of such rate (expressed as a decimal)
times the principal amount of Group One Bonds Outstanding as of the close of business on such
September 1, plus (ii) the amount to be deposited, pursuant to the Agreement, on the following
September 3, in the Redemption Account (Group One) established under the Agreement from
amounts transferred by the Authority Trustee from the Surplus Fund established under the
Authority Indenture, is equal to the product of the nominal rate (express as a decimal) times the
principal amount of Group One Bonds Outstanding as of the close of business on such
September 1.
This Group One Bond is one of several annual series of Limited Obligation Improvement
Bonds, Reassessment District No. 95-2 (Tustin Ranch), Fixed Rate Bonds, Group One (the
"Group One Bonds") of like date, tenor and effect, but differing in amounts, maturities and
interest rates, issued by said City under the Act and the Agreement for the purpose of providing
means for paying for the refunding of the bonds as more particularly described in said
proceedings, and is secured by the moneys in the redemption fund (as may be limited by the
Agreement) and by the unpaid portion of the Reassessments made for the payment of said
refunding, and, including principal and interest, is payable exclusively out of said fund.
Notwithstanding the foregoing, the Group One Bonds shall be payable solely from and secured
solely by the Reassessments (including prepayments thereof) on the parcels of real property within
the Reassessment District designated by the City, pursuant to the Agreement, to be represented by
the Group One Bonds (the "Designated Parcels (Group One)"), together with interest and any
penalties on such Reassessments, and any other amounts (including proceeds of the sale of the
Group One Bonds) held in any account established under the Agreement for the Group One
Bonds. Reassessments (including prepayments thereof) on parcels of real property within the
Reassessment District other than the Designated Parcels (Group One), together with interest and
any penalties on such Reassessments, and any amounts held in any fund or account established
under the Agreement other than such accounts established specifically for the Group One Bonds,
DOCSLAI-213783.2/4kyl02! B-2 42081-1-GH1-08/20/97
secure certain other Bonds issued or to be issued under the Agreement and shall not constitute a
source of payment for the Group One Bonds.
Reference is hereby made to the Agreement and all agreements supplemental thereto for a
description of the rights thereunder of the owners of the Group One Bonds, of the nature and
extent of the Reassessments, of the rights, duties and immunities of the Fiscal Agent and the
Paying Agent and of the rights and obligations of the City thereunder; and all of the terms of the
Agreement are hereby incorporated herein and constitute a contract between the City and the
Registered Owner hereof, and to all of the provisions of which Agreement the Registered Owner
hereof, by acceptance hereof, assents and agrees.
The Group One Bonds shall be subject to optional redemption, in whole or in part, on any
Interest Payment Date on or after September 2, at the following respective redemption
prices (expressed as percentages of the principal amount of the Group One Bonds to be
redeemed), plus accrued interest thereon to the date of redemption:
Redemption Dates Redemption Price
September 2, and March 2, 102%
September 2, and March 2, 101
September 2, and thereafter 100
The Group One Bonds shall be subject to mandatory redemption, in whole or in part, on
any Interest Payment Date, from and to the extent of any prepayments of principal of the
Reassessments on Designated Parcels (Group One), as more particularly set forth in the
Agreement, at the following respective redemption prices (expressed as percentages of the
principal amount of the Group One Bonds to be redeemed), plus accrued interest thereon to the
date of redemption.
Redemption Dates
March 2, 1998 through March 2,
September 2, and March 2,
September 2, and March 2,
September 2, and thereafter
Redemption Price
103%
102
101
100
The Group One Bonds shall be subject to mandatory sinking fund redemption, in part, on
September 2 in each year, commencing September 2, 1998, at a redemption price equal to the
principal amount of the Group One Bonds to be redeemed, without premium, plus accrued
interest thereon to the date of redemption, in the aggregate respective principal amounts specified
in the Agreement.
The Fiscal Agent on behalf and at the expense of the City shall mail (by first class mail)
notice of any redemption to the respective owners of any Group One Bonds designated for
redemption, at their respective addresses appearing on the Registration Books, at least 30 but not
more than 60 days prior to the redemption date; provided, however, that neither failure to receive
DOCSLAI-213783.2/4kyf02! B-3 42081-1-cH 1-08/20/97
any such notice so mailed nor any defect therein shall affect the validity of the proceedings for the
redemption of such Group One Bonds or the cessation of the accrual of interest thereon. The
redemption price of the Group One Bonds to be redeemed shall be paid only upon presentation
and surrender thereof at the Trust Office of the Paying Agent. From and after the date fixed for
redemption of any Group One Bonds, interest on such Group One Bonds will cease to accrue.
The Group One Bonds are issuable as fully registered Bonds without coupons in
denominations of $5,000 or any integral multiple thereof. Subject to the limitations and upon
payment of the charges, if any, provided in the Agreement, Group One Bonds may be exchanged
at the Trust Office of the Paying Agent for a like aggregate principal amount and maturity of fully
registered Group One Bonds of other authorized denominations.
This Group One Bond is transferable by the Registered Owner hereof, in person or by his
attorney duly authorized in writing, at the Trust Office of the Paying Agent, but only in the
manner, subject to the limitations and upon payment of the charges provided in the Agreement,
and upon surrender and cancellation of this Group One Bond. Upon such transfer a new fully
registered Group One Bond or Group One Bonds, of authorized denomination or denominations,
for the same aggregate principal amount and of the same maturity will be issued to the transferee
in exchange herefor. The City, the Fiscal Agent and the Paying Agent may treat the Registered
Owner hereof as the absolute owner hereof for all purposes, and the City, the Fiscal Agent and
the Paying Agent shall not be affected by any notice to the contrary.
The Agreement and the rights and obligations of the City and of the owners of the Bonds
and of the Fiscal Agent may be modified or amended from time to time and at any time in the
manner, to the extent, and upon the terms provided in the Agreement.
The Bonds (including the Group One Bonds) are Limited Obligation Bonds because,
under the Agreement, the City is not obligated to advance funds from the City treasury to cure
any deficiency which may occur in the redemption fund for the Bonds; provided, however, the
City is not prevented, in its sole discretion, from so advancing funds.
DOCSLAI-213783.2/4kyf02! B-4 42081-1~'iHl-08'20/97
IN WITNESS WHEREOF, said City has caused this Group One Bond to be signed in its
name and on its behalf by the facsimile signatures of its Treasurer and City Clerk, and has caused
its corporate seal to be reproduced in facsimile hereon all as of the Dated Date identified above.
CITY OF TUSTIN
By:
Treasurer
(SEAL)
Attest:
By:
City Clerk
DOCSLAI-213783.2/4kyf02! B- 5 42081-1-GH 1-08/20197
CERTIFICATE OF AUTHENTICATION
This is one of the Group One Bonds described in the within-mentioned Agreement and
registered on the Registration Books.
Date:
STATE STREET BANK AND TRUST
COMPANY OF CALIFORNIA, N.A., as
Fiscal Agent
By:
Authorized Signatory
DOCSLAl-213783.2/4kyf02! B-6 42081-1-GH1-08/20/97
ASSIGNMENT
For value received the undersigned hereby sells, assigns and transfers unto
whose address and social security or other tax
identifying number is ,the within-mentioned Group One Bond and
hereby irrevocably constitute(s) and appoint(s) attorney, to
transfer the same on the registration books of the Paying Agent with full power of substitution in
the premises.
Dated:
Signature Guaranteed:
Note: Signature(s) must be guaranteed by an Note: The signature(s) on this Assignment must
eligible guarantor. correspond «~th the name(s) as written on the face of
the ~~zthin Group One Bond in every particular H~thout
alteration or enlargement or any change whatsoever.
DOCSLAI-213783.2/4kyt02! B-7 42081-1-GH1-08/20/97
EXHIBIT C
DESIGNATED PARCELS (GROUP ONE)
The assessor's parcel numbers of the parcels of real property within the Subject Area of
the Reassessment District designated by the City, pursuant to Section 7.01(e) of the Agreement,
to represent the Group One Bonds are as follows:
DOCSLAI-213783.2/4ky1D2! C-1 42081-I-0'iHl-08'2097
BOND PURCHASE AGREEMENT
by and between the
CITY OF TUSTIN
and the
TUSTIN PUBLIC FINANCING AUTHORITY
Dated as of , 1997
DOCSLAl-213800.1 /4kyw01 ! 42081-1-GH 1-08!20/97
TABLE OF CONTENTS
Page
Section 1. Definitions ...................................................................... .................................... 2
Section 2. Purchase and Sale of Group One Bonds .......................... .................................... 2
Section 3. Representations and Warranties of the City ..................... .................................... 3
Section 4. Conditions to the Obligations of the Authority ................ .................................... 3
Section 5. Expenses ........................................................................ .................................... 7
Section 6. Benefits; Survival ............................................................ .................................... 7
Section 7. Counterparts ................................................................... .................................... 7
Section 8. Governing Law ............................................................... .................................... 7
DOCSLAI-213800.1/4kyw01 ! 1 42081-1-0iH 1-08/20/97
BOND PURCHASE AGREEMENT
THIS BOND PURCHASE AGREEMENT (this "Bond Purchase Agreement") is
entered into as of 1997 by and between the Tustin Public Financing
Authority (the "Authority") and the City of Tustin (the "City").
WITNESSETH:
WHEREAS, the Authority is a joint exercise of powers authority duly organized and
existing under the provisions of Articles 1 through 4 (commencing with Section 6500) of Chapter
5 of Division 7 of Title 1 of the California Government Code (the "Act"), and is authorized
pursuant to Article 4 of the Act to borrow money for the purpose of financing the acquisition of
bonds, notes and other obligations to provide financing or refinancing for public capital
improvements of local agencies within the State of California (the "State");
WHEREAS, pursuant to an Indenture, dated as of February 1, 1996 (the "Original
Indenture"), by and between the Authority and State Street Bank and Trust Company of
California, N.A., as trustee (the "Trustee"), the Authority issued its Revenue Bonds (Tustin
Ranch), Series A (the "Series A Bonds"), in the aggregate principal amount of $35,705,000;
WHEREAS, the proceeds of the Series A Bonds were used to purchase $35,705,000
aggregate principal amount of City of Tustin Limited Obligation Improvement Bonds,
Reassessment District No. 95-1 (Tustin Ranch);
WHEREAS, the City is issuing $ aggregate principal amount of its
Limited Obligation Improvement Bonds, Reassessment District No. 95-2 (Tustin Ranch), Fixed
Rate Bonds, Group One (the "Group One Bonds"), pursuant to a Fiscal Agent Agreement, dated
as of February 1, 1996, by and between the City and State Street Bank and Trust Company of
California, N.A., as fiscal agent (the "Fiscal Agent"), as amended and supplemented by the First
Supplemental Fiscal Agent Agreement, dated as of September 1, 1996, by and between the City
and the Fiscal Agent, and the Second Supplemental Fiscal Agent Agreement, dated as of
1, 1997 (the "Second Supplemental Agreement"), by and between the City
and the Fiscal Agent (as so amended and supplemented, the "Fiscal Agent Agreement");
WHEREAS, the Authority desires to assist the City with the Group One Bonds financing
by purchasing the Group One Bonds from the City;
WHEREAS, in order to provide the funds necessary to purchase the Group One Bonds
from the City, the Authority has authorized the issuance, pursuant to the Original Indenture, as
amended and supplemented by the First Supplemental Indenture, dated as of , by
and between the Authority and the Trustee (as so amended and supplemented, the "Indenture"),
of the Tustin Public Financing Authority Revenue Bonds (Tustin Ranch), Series B (the "Series B
Bonds"), in the aggregate principal amount of $ ;
DOCSLAI-213800.1 /4kyw01 ! 1 42081-1-GH 1-08/20/97
WHEREAS, the Authority and the City have found and determined that the sale of the
Group One Bonds to the Authority will result in substantial public benefits to the City, namely,
the interest savings with respect to the Group One Bonds to be achieved by reason of the credit
rating to be assigned to the Series B Bonds; and
WHEREAS, the Series B Bonds are being purchased from the Authority pursuant to a
Bond Purchase Agreement, dated 1997 (the "Authority Purchase
Agreement"), by and between the Authority and PaineWebber Incorporated (the "Underwriter");
WHEREAS, the Authority and the City desire to enter into this Agreement providing for
the sale of the Group One Bonds by the City to the Authority and containing the other agreements
herein set forth;
NOW, THEREFORE, in consideration of the mutual agreements herein contained, the
Authority and the City agree as follows:
Section 1. Definitions. Capitalized undefined terms used herein shall have the meanings
ascribed thereto in the Fiscal Agent Agreement.
Section 2. Purchase and Sale of Group One Bonds. (a) Upon the terms and conditions
and upon the basis of the representations, warranties and agreements hereinafter set forth, the City
hereby agrees to sell to the Authority, and the Authority hereby agrees to purchase from the City,
all (but not less than all) of the $ aggregate principal amount of the Group
One Bonds. The Group One Bonds shall mature on September 2, 2013 and shall bear interest at
the nominal rate of % per annum.
(b) The Group One Bonds and interest thereon shall be payable from annual assessments
levied on the Designated Parcels (Group One) and collected in accordance with the Fiscal Agent
Agreement and the proceedings relating thereto. The Group One Bonds shall be substantially in
the form described in, shall be executed, delivered and secured under and pursuant to, and shall be
payable and subject to redemption as provided in, the Fiscal Agent Agreement. The proceeds of
the Group One Bonds, together with other available funds, will be used by the City to (i) pay the
Purchase Price of the Series A Bonds being converted to Fixed Rate Bonds on the Conversion
Date (Group One), (ii) pay costs of issuance relating to the Group One Bonds and the Series B
Bonds, including the premium for the municipal bond insurance policy securing the Series B
Bonds, and (iii) fund the Reserve Account (Group One) established under the Fiscal Agent
Agreement. The Fiscal Agent Agreement and this Bond Purchase Agreement are collectively
referred to as the "Legal Documents".
(c) The City hereby ratifies, confirms and approves the Preliminary Official Statement of
the Authority, dated , 1997, relating to the Series B Bonds, which contains
certain information about the City, the City's Reassessment District No. 95-1 (Tustin Ranch), the
City's Reassessment District No. 95-2 (Tustin Ranch), the Fiscal Agent Agreement and the Group
One Bonds (which, together with the cover page and all appendices thereto, is referred to herein
as the "Preliminary Official Statement"), which Preliminary Official Statement the City deemed
DOCSLAI-213800.1 /4ky~+91 ! 2 42081-1-GH 1-08/20/97
final and so certified as of its date for purposes of Rule 15c2-12 promulgated under the Securities
Exchange Act of 1934, as amended ("Rule 15c2-12"), except for information permitted to be
omitted therefrom by Rule 15c2-12. The City hereby agrees to assist the Authority in the
preparation of a final official statement (the "Official Statement"), consisting of the Preliminary
Official Statement, with such changes as may be made thereto with the approval of the Authority,
the City and the Underwriter, so that the Authority may deliver or cause to be delivered to the
Underwriter, no later than the earlier of the day prior to the Closing Date (as hereinafter defined)
or seven business days after the date the Underwriter agrees to purchase the Series B Bonds,
copies of the Official Statement in such reasonable quantity as the Underwriter shall request. The
City hereby approves of the use and distribution by the Underwriter of the Official Statement in
connection with the offer and sale of the Series B Bonds.
(d) The aggregate purchase price for the Group One Bonds shall be $
(being the principal amount of the Group One Bonds, less a purchaser's discount of
$ and less original issue discount of $ ), which shall be
payable solely from proceeds of sale of the Series B Bonds.
(e) At 8:00 a.m., California time, on 1997, or at such other time or
on such other date as the Authority, the City and the Underwriter may mutually agree upon (the
"Closing Date"), at the offices of Orrick, Herrington & Sutcliffe LLP, in Los Angeles, California,
the City shall deliver or cause to be delivered to the Authority, the Group One Bonds in the form
of a single fully registered certificate (which may be typewritten), registered in the name of the
Trustee, as assignee of the Authority, duly executed and authenticated, and the other documents
mentioned herein. The Authority shall accept such delivery and pay the purchase price of the
Group One Bonds as provided in subparagraph (d) above in immediately available funds (such
delivery and payment being herein referred to as the "Closing").
Section 3. Rearesentations and Warranties of the City. The City hereby makes to the
Authority the representations and warranties made by the City to the Underwriter in the City's
Representation Letter, dated as of 1997 (the "Representation Letter"), the form
of which is attached to the Authority Purchase Agreement, to the same extent as if such
representations and warranties were set forth in full herein.
Section 4. Conditions to the Obligations of the Authority. The Authority has entered
into this Bond Purchase Agreement in reliance upon the representations, warranties and
agreements of the City contained herein and to be contained in the documents and instruments to
be delivered on the Closing Date, and upon the performance by the City of its obligations
hereunder, both as of the date hereof and as of the Closing Date. Accordingly, the Authority's
obligations under this Agreement to purchase, to accept delivery of and to pay for the Group One
Bonds shall be subject to the performance by the City of its obligations to be performed hereunder
and under such documents and instruments at or prior to the Closing Date, and shall also be
subject to the following conditions:
DOCSLAI -213800.1/4kyw01 ! 3 42081-1-GH 1-08/20/97
(a) The representations and warranties of the City contained herein shall be true,
complete and correct on the date hereof and on and as of the Closing Date, as if made on the
Closing Date;
(b) On the Closing Date, the Legal Documents shall be in full force and effect and shall
not have been amended, modified or supplemented, and the Official Statement shall not have been
amended, modified or supplemented, except in either case as may have been agreed to by both the
Authority and the Underwriter;
(c) As of the Closing Date, all official action of the City relating to the Group One Bonds
shall be in full force and effect, and there shall have been taken all such actions as, in the opinion
of Orrick, Hemngton & Sutcliffe LLP, bond counsel ("Bond Counsel"), shall be necessary or
appropriate in connection therewith, with the issuance of the Series B Bonds and the Group One
Bonds, and with the transactions contemplated by the Legal Documents, all as described in the
Official Statement;
(d) Between the date hereof and the Closing Date, the market price or marketability, at
the initial offering price or prices set forth in the Official Statement, of the Series B Bonds shall
not have been materially adversely affected, in the reasonable judgment of the Underwriter, by
reason of any of the following:
(i) an amendment to the Constitution of the United States or the constitution of
the State shall have been past or legislation enacted (or resolution passed) by or
introduced or pending legislation amended in the Congress or recommended for passage
by the President of the United States, the Speaker of the House of Representatives, the
President Pro Tempore of the Senate, the Chairman or ranking minority member of the
Committee of Ways and Means of the House of Representatives or the Chairman or
ranking minority member of the Committee on Finance of the Senate, or a decision
rendered by a court established under Article III of the Constitution of the United States
or by the Tax Court of the United States, or an order, ruling, regulation (final, temporary
or proposed) or press release issued or made (A) by or on behalf of the Treasury
Department of the United States or the Internal Revenue Service, with the purpose or
effect, directly or indirectly, of imposing federal income taxation upon such interest as
would be received by the owners of the Series B Bonds, (B) by or on behalf of the State
or the California Franchise Tax Board, with the purpose or effect, directly or indirectly, of
imposing California personal income taxation upon such interest as would be received by
the owners of the Series B Bonds, or (C) by or on behalf of the Treasury Department of
the United States or the Internal Revenue Service or by or on behalf of the State or the
California Franchise Tax Board, with the purpose or effect, directly or indirectly, of
changing the federal or State income tax rates, respectively;
(ii) the declaration of war or engagement in major military hostilities by the United
States or the occurrences of any other national emergency or calamity relating to the
effective operation of the government of the United States;
DOCSLAl-213800.1/4kyw0!! 4 42081-1-GH1-08/20/97
(iii) the declaration of a general banking moratorium by federal, New York or
California authorities, or the general suspension of trading on any national securities
exchange;
(iv) the imposition by the New York Stock Exchange or other national securities
exchange or any governmental authority, of any material restrictions not now in force with
respect to the Series B Bonds or obligations of the general character of the Series B
Bonds, or the material increase of any such restrictions now in force;
(v) an amendment to the Constitution of the United States or the constitution of
the State shall have been past or legislation enacted (or resolution passed) by or
introduced or pending legislation amended in the Congress or recommended for passage
by the President of the United States, or an order, decree or injunction issued by any court
of competent jurisdiction, or an order, ruling, regulation (final, temporary or proposed) or
press release issued or made by or on behalf of the Securities and Exchange Commission,
or any other governmental agency having jurisdiction of the subject matter, to the effect
that obligations of the general character of the Series B Bonds, or the Series B Bonds,
including any or all underlying arrangements, are not exempt from registration under the
Securities Act of 1933, as amended, or that the Fiscal Agent Agreement or the Indenture
is not exempt from qualification under the Trust Indenture Act of 1939, as amended, or
that the execution, offering or sale of obligations of the general character of the Series B
Bonds, or of the Series B Bonds, including any or all underlying arrangements, as
contemplated hereby or by the Official Statement, otherwise is or would be in violation of
the federal securities laws as amended and then in effect;
(vi) the withdrawal or downgrading of any rating of the Series B Bonds by a
national rating agency;
(vii) any event occurring, or information becoming known which, in the judgment
of the Underwriter, makes untrue in any material respect any statement or information
contained in the Official Statement, or has the effect that the Official Statement contains
any untrue statement of a material fact or omits to state a material fact required to be
stated therein or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;
(e) On the Closing Date, the Series B Bonds shall have been issued and delivered to the
Underwriter and all of the conditions to closing contained in the Authority Purchase Agreement
shall have either been satisfied or waived; and
(f) At or prior to the Closing Date, the Authority and the Underwriter shall have received
the following documents, in each case satisfactory in form and substance to the Authority and the
Underwriter:
DOCSLA 1-213800.1/4kyw01 ! 5 42081-1-GH 1-08/20/97
(i) Two copies of the Second Supplemental Agreement, duly executed and
delivered by the parties thereto, with only such amendments, modifications or supplements
as may have been agreed to in writing by the Authority and the Underwriter;
(ii) The approving opinion, dated the Closing Date and addressed to the City, of
Bond Counsel approving, without qualification, the validity of the Group One Bonds, and
a letter of such counsel, dated the Closing Date and addressed to the Authority and the
Underwriter to the effect that such opinion may be relied upon by the Authority and the
Underwriter to the same extent as if such opinion were addressed to them;
(iii) Copies of the Fiscal Agent Agreement, certified by the City Clerk;
(iv) The opinion of the City Attorney, dated the Closing Date and addressed to
the Authority and the Underwriter, to the effect set forth in Section 3(e)(v) of the
Authority Purchase Agreement;
(v) The opinion, dated the Closing Date and addressed to the City, the
Underwriter and the Authority, of counsel to the Fiscal Agent, to the effect set forth in
Section 3(e)(ix) of the Authority Purchase Agreement;
(vi) A certificate, dated the Closing Date, signed by a duly authorized official of
the City, in form and substance satisfactory to the Authority and the Underwriter, to the
effect that the representations and warranties of the City contained in this Bond Purchase
Agreement are true and correct in all material respects on and as of the Closing Date with
the same effect as if made on the Closing Date;
(vii) A certificate, dated the date of Closing, signed by a duly authorized official of
the Fiscal Agent, satisfactory in form and substance to the Authority and the Underwriter,
to the effect set forth in Section 3(e)(x) of the Authority Purchase Agreement;
(viii) Two certified copies of the general resolution of the Fiscal Agent authorizing
the execution and delivery of the Fiscal Agent Agreement by the Fiscal Agent; and
(ix) Such additional legal opinions, certificates, proceedings, instruments or
evidences thereof and other documents as the Authority, the Underwriter or Bond
Counsel may reasonably request to evidence the truth and accuracy, as of the date hereof
and as of the Closing Date, of the representations of the City herein and of the statements
and information contained in the Official Statement, and the due performance or
satisfaction by the Fiscal Agent and the City at or prior to the Closing of all agreements
then to be performed and all conditions then to be satisfied by any of them in connection
with the transactions contemplated hereby and by the Legal Documents.
All of the opinions, letters, certificates, instruments and other documents mentioned above
or elsewhere in this Bond Purchase Agreement shall be deemed to be in compliance with the
provisions hereof if, but only if, they are in form and substance satisfactory to the Authority, but
DOCSLAl-213800.1 /4kyw01 ! 6 42081-1-GH 1-08/20/97
the approval of the Authority shall not be unreasonably withheld. Receipt of, and payment for,
the Group One Bonds shall constitute evidence of the satisfactory nature of such as to the
Authority. The performance of any and all obligations of the City hereunder and the performance
of any and all conditions contained herein for the benefit of the Authority may be waived by the
Authority in its sole discretion.
If the City shall be unable to satisfy the conditions to the obligations of the Authority to
purchase, accept delivery of and pay for the Group One Bonds contained in this Bond Purchase
Agreement, or if the obligations of the Authority to purchase, accept delivery of and pay for the
Group One Bonds shall be terminated for any reason permitted by this Bond Purchase Agreement,
this Bond Purchase Agreement shall terminate, and neither the Authority nor the City shall be
under further obligation hereunder, except that the respective obligations of the City and the
Authority set forth in Section 5 hereof shall continue in full force and effect.
Section 5. Expenses. The Authority shall be under no obligation to pay, and the City
shall pay (a) the cost of the preparation of the Group One Bonds and the Series B Bonds, (b) the
fees and disbursements of Bond Counsel, (c) the fees and disbursements of accountants, advisers
and of any other experts or consultants retained by the City, and (d) any other expenses incident
to the issuance of the Group One Bonds and the Series B Bonds or the performance of the City's
obligations hereunder.
Section 6. Benefits: Survival. This Bond Purchase Agreement is made solely for the
benefit of the City, the Authority and the Underwriter, and no other person shall acquire or have
any right hereunder or by virtue hereof. All of the City's representations, warranties and
agreements contained in this Bond Purchase Agreement shall remain operative and in full force
and effect regardless of (a) any investigations made by or on behalf of the Authority, or (b)
delivery of and payment for the Group One Bonds pursuant to this Agreement. The agreements
contained in this Section shall survive any termination of this Bond Purchase Agreement.
Section 7. Counterparts. This Bond Purchase Agreement may be executed by the parties
hereto in separate counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute but one and the same instrument.
Section 8. Governing Law. The validity, interpretation and performance of this Bond
Purchase Agreement shall be governed by the laws of the State.
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IN WITNESS WHEREOF, the Authority and the City have each caused this Bond
Purchase Agreement to be executed by their duly authorized officers all as of the date first above
wntten.
TUSTIN PUBLIC FINANCING
AUTHORITY
By:
Ronald A. Nault,
Treasurer
CITY OF TUSTIN
By:
Ronald A. Nault,
Finance Director
DOCSLAI-213800. I /4kyw01 ! 8 42081-1-GH I-08'20/97
CONTINUING DISCLOSURE AGREEMENT
(SERIES B)
by and between
CITY OF TUSTIN
and
STATE STREET BANK AND TRUST COMPANY
OF CALIFORNIA, N.A., as Trustee
Dated as of 1, 1997
TUSTIN PUBLIC FINANCING AUTHORITY
REVENUE BONDS
(TUSTIN RANCH)
SERIES B
DOCSLAI-213862.2/410m02! 42081-1-GH I-08/20/97
CONTINUING DISCLOSURE AGREEMENT (SERIES B)
THIS CONTINUING DISCLOSURE AGREEMENT (SERIES B) (this "Disclosure
Agreement") is made and entered into as of 1, 1997, by and between
STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A., a national
banking association organized and existing under the laws of the United States, as Trustee (the
"Trustee"), and the CITY OF TUSTIN, a general law city and municipal corporation organized
and existing under and by virtue of the laws of the State of California (the "City").
WITNESSETH:
WHEREAS, pursuant to the Indenture of Trust, dated as of February 1, 1996, by and
between the Tustin Public Financing Authority (the "Authority") and the Trustee, as amended and
supplemented by the First Supplemental Indenture of Trust, dated as of 1,
1997, by and between the Authority and the Trustee (as so amended and supplemented, the
"Indenture"), the Authority issued its Revenue Bonds (Tustin Ranch), Series B (the "Series B
Bonds"), in the aggregate principal amount of $ ;
WHEREAS, this Disclosure Agreement is being executed and delivered by the City and
the Trustee for the benefit of the holders and beneficial owners of the Series B Bonds and in order
to assist the underwriter of the Series B Bonds in complying with Securities and Exchange
Commission Rule 15c2-12(b)(5);
NOW, THEREFORE, for and in consideration of the mutual premises and covenants
herein contained, the parties hereto agree as follows:
Section 1. Definitions. Capitalized undefined terms used herein shall have the meanings
ascribed thereto in the Indenture. In addition, the following capitalized terms shall have the
following meanings:
"Act" means, collectively, the Improvement Bond Act of 1915, as amended, being
Division 10 of the California Streets and Highways Code, and the Refunding Act of 1984 for
1915 Improvement Act Bonds, as amended being Division 11.5 of the California Streets and
Highways Code.
"Annual Report" means any Annual Report provided by the City pursuant to, and as
described in, Sections 2 and 3 of this Disclosure Agreement.
"Annual Report Date" means the date in each year that is eight months after the end of
the City's fiscal year, which date, as of the date of this Disclosure Agreement, is March 1.
"Assessment Bonds" means the Assessment Bonds (95-1) and any Assessment Bonds
(95-2) acquired pursuant to Section 3.04 of the Indenture.
DOCSLAI-213862.2/410m02! 1 42081-1-GH1-08/20/97
"Assessment Bonds (95-1)" means the City of Tustin Limited Obligation Improvement
Bonds, Reassessment District No. 95-1 (Tustin Ranch), which are issued under and pursuant to
the Fiscal Agent Agreement (95-1).
"Assessment Bonds (95-2)" means the City of Tustin Limited Obligation Improvement
Bonds, Reassessment District No. 95-2 (Tustin Ranch), which are issued under and pursuant to
the Fiscal Agent Agreement (95-2) and which bear interest at a fixed rate.
"Authority Bonds" means the Tustin Public Financing Authority Revenue Bonds (Tustin
Ranch) issued under the Indenture, and includes the Series A Bonds, the Series B Bonds and any
additional bonds issued thereunder in accordance with the terms thereof and ranking on a parity
with the Series A Bonds and Series B Bonds.
"Disclosure Representative" means the Finance Director of the City or his or her
designee, or such other officer or employee as the City shall designate in writing to the Trustee
from time to time.
"Dissemination Agent" means the Trustee, acting in its capacity as Dissemination Agent
hereunder, or any successor Dissemination Agent designated in writing by the City and which has
filed with the Trustee a written acceptance of such designation.
"Fiscal Agent Agreement (95-1)" means the Fiscal Agent Agreement, dated as of
February 1, 1996, by and between the City and State Street Bank and Trust Company of
California, N.A., as Fiscal Agent, as originally executed or as the same may from time to time be
amended or supplemented in accordance with the terms thereof, under and pursuant to which the
Assessment Bonds (95-1) are issued.
"Fiscal Agent Agreement (95-2)" means the Fiscal Agent Agreement, dated as of
February 1, 1996, by and between the City and State Street Bank and Trust Company of
California, N.A., as Fiscal Agent, as originally executed or as the same may from-time to time be
amended or supplemented in accordance with the terms thereof, under and pursuant to which the
Assessment Bonds (95-2) are issued.
"Group of Assessment Bonds (95-2)" means the group of Assessment Bonds (95-2),
registered in the name of the Trustee, that have been designated, pursuant to Section 7.01(e) of
the Fiscal Agent Agreement (95-2), to represent specified parcels of real property within the
Reassessment District (95-2).
"Indenture" means the Indenture of Trust, dated as of February 1, 1996 , by and between
the Authority and the Trustee, as originally executed or as it may from time to time be amended
or supplemented by any Supplemental Indenture.
"Listed Events" means any of the events listed in Section 4(a) hereof.
DOCSLAI-213862.2/41Om02! 2 42081-1-GH 1-08/20/97
"National Repository" means any Nationally Recognized Municipal Securities
Information Repository for purposes of the Rule.
"Official Statement" means the Official Statement, dated 1997,
relating to the Series B Bonds.
"Participating Underwriter" means any of the original underwriters of the Series B
Bonds required to comply with the Rule in connection with offering of the Series B Bonds.
"Repository" means each National Repository and each State Repository.
"Reassessment District (95-1)" means the area designated "Reassessment District No.
95-2 (Tustin Ranch)", formed by the City under the Act.
"Reassessment District (95-2)" means the area designated "Reassessment District No.
95-2 (Tustin Ranch)", formed by the City under the Act.
"Reassessments (95-1)" means the reassessments levied within Reassessment District
(95-1) by the City under the proceedings taken pursuant to the Act.
"Reassessments (95-2)" means the reassessments levied within Reassessment District
(95-2) by the City under the proceedings taken pursuant to the Act.
"Reassessments" means, collectively, the Reassessments (95-1) and the Reassessments
(95-2).
"Reserve Requirement (95-1)" has the meaning ascribed to Reserve Requirement in the
Fiscal Agent Agreement (95-1).
"Rule" means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as the same may be amended from time to time.
"Series A Bonds" means the Tustin Public Financing Authority Revenue Bonds (Tustin
Ranch), Series A, issued under the Indenture.
"Series B Bonds" means the Tustin Public Financing Authority Revenue Bonds (Tustin
Ranch), Series B, issued under the Indenture.
"State Repository" means any public or private repository or entity designated by the
State of California as a state repository for the purpose of the Rule and recognized as such by the
Securities and Exchange Commission. As of the date of this Disclosure Agreement, there is no
State Repository.
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"Subject Area" means all of Reassessment District (95-1) and those portions of
Reassessment District (95-2) upon which are levied Reassessments (95-2) that secure Assessment
Bonds (95-2) that are registered in the name of the Trustee.
"Trustee" means State Street Bank and Trust Company of California, N.A., a national
banking association organized and existing under the laws of the United States of America, as
Trustee under the Indenture, or any successor thereto as Trustee thereunder as provided therein.
Section 2. Provision of Annual Resorts. (a) The City shall, or shall cause the
Dissemination Agent to, provide to each Repository an Annual Report which is consistent with
the requirements of Section 3 hereof, not later than the Annual Report Date in each year,
commencing with the Annual Report for the 1996-97 fiscal year. The Annual Report may be
submitted as a single document or as separate documents comprising a package, and may include
by reference other information as provided in Section 3 hereof; provided, however, that the
audited financial statements of the City may be submitted separately from the balance of the
Annual Report, and later than the date required above for the filing of the Annual Report if not
available by that date. If the City's fiscal year changes, it shall give notice of such change in the
same manner as for a Listed Event under Section 4(f) hereof.
(b) Not later than 15 business days prior to the date specified in subsection (a) for
providing the Annual Report to Repositories, the City shall provide the Annual Report to the
Dissemination Agent and the Trustee (if the Trustee is not the Dissemination Agent). If by such
date, the Trustee has not received a copy of the Annual Report, the Trustee shall contact the City
and the Dissemination Agent to determine if the City is in compliance with the first sentence of
this subsection (b).
(c) If the Trustee is unable to verify that an Annual Report has been provided to
Repositories by the date required in subsection (a), the Trustee shall send a notice to the
Municipal Securities Rulemaking Board and the appropriate State Repository, if any, in
substantially the form attached as Exhibit A.
(d) The Dissemination Agent shall:
(i) determine each year prior to the date for providing the Annual Report the
name and address of each National Repository and each State Repository, if any; and
(ii) file a report with the City and (if the Dissemination Agent is not the
Trustee) the Trustee certifying that the Annual Report has been provided pursuant to this
Disclosure Agreement, stating the date it was provided and listing all the Repositories to
which it was provided.
Section 3. Content of Annual Reports. The City's Annual Report shall contain or
incorporate by reference the following:
DOCSLAl-213862.2/410m02! 4 42081-1-GH 1-08/20/97
(a) The City's audited financial statements prepared in accordance with
generally accepted accounting principles as promulgated to apply to governmental entities
from time to time by the Governmental Accounting Standards Board. If the City's audited
financial statements are not available by the time the Annual Report is required to be filed
pursuant to Section 2(a), the Annual Report shall contain unaudited financial statements in
a format similar to that used for the City's audited financial statements, and the audited
financial statements shall be filed in the same manner as the Annual Report when they
become available.
(b) The following information:
(i) The principal amount of Series B Bonds Outstanding as of the
September 30 next preceding the Annual Report Date.
(ii) The principal amount of Authority Bonds Outstanding as of the
September 30 next preceding the Annual Report Date.
(iii) The principal amount of Assessment Bonds outstanding as of the
September 30 next preceding the Annual Report Date.
(iv) The balance in the Improvement Fund established under the Fiscal
Agent Agreement (95-1) as of the September 30 next preceding the Annual Report
Date, and a statement as to whether or not such amount will be sufficient to pay
the costs of the improvements intended to be paid therefrom.
(v) The balance in the Reserve Fund established under the Fiscal Agent
Agreement (95-1), and a statement of the Reserve Requirement (95-1) as of the
September 30 next preceding the Annual Report Date.
(vi) The balance in each Reserve Account established for a Group of
Assessment Bonds (95-2) under the Fiscal Agent Agreement (95-2), and a
statement of the reserve requirement applicable to each such Reserve Account as
of the September 30 next preceding the Annual Report Date.
(vii) The total assessed value of all parcels within the Subject Area on
which the Reassessments are levied, as shown on the assessment roll of the Orange
County Assessor last equalized prior to the September 30 next preceding the
Annual Report Date, and a statement of assessed value-to-lien ratios therefor,
either by individual parcel or by categories (e.g. "below 3:1", "3:1 to 4:1" etc.).
(viii) The Reassessment delinquency rate for the Subject Area, as shown
on the assessment roll of the Orange County Assessor last equalized prior to the
September 30 next preceding the Annual Report Date, the number of parcels
within the Subject Area delinquent in payment of Reassessments, as shown on the
assessment roll of the Orange County Assessor last equalized prior to the
DOCSI.AI-213862.2/410m02! 5 42081-1-GH1-08/20/97
September 30 next preceding the Annual Report Date, the amount of each
delinquency, the length of time delinquent and the date on which foreclosure was
commenced, or similar information pertaining to delinquencies deemed appropriate
by the City; provided, however, that parcels with delinquencies of $2,000 or less
maybe grouped together and such information may be provided by category.
(ix) The status of Reassessment foreclosure proceedings and a summary
of the results of any foreclosure sales as of the September 30 next preceding the
Annual Report Date.
(x) The identity of any property owner representing more than 5% of
the Reassessment levy delinquent in payment of Reassessments levied within the
Subject Area, as shown on the assessment roll of the Orange County Assessor last
equalized prior to the September 30 next preceding the Annual Report Date.
(xi) Aland ownership summary listing property owners responsible for
more than 5% of the Reassessment levy within the Subject Area, as shown on the
assessment roll of the Orange County Assessor last equalized prior to the
September 30 next preceding the Annual Report Date.
(xii) The number of building permits issued by the City for new
construction within the Subject Area during the one year period ending on the
September 30 next preceding the Annual Report Date.
In addition to any of the information expressly required to be provided under paragraphs
(a) and (b) of this Section, the City shall provide such further information, if any, as may be
necessary to make the specifically required statements, in the light of the circumstances under
which they are made, not misleading.
Any or all of the items listed above may be included by specific reference to other
documents, including official statements of debt issues of the City or related public entities, which
have been submitted to each of the Repositories or the Securities and Exchange Commission. If
the document included by reference is a final official statement, it must be available from the
Municipal Securities Rulemaking Board. The City shall clearly identify each such other document
so included by reference.
Section 4. Reporting of Significant Events. (a) Pursuant to the provisions of this
Section, the City shall give, or cause to be given, notice of the occurrence of any of the following
events with respect to the Series B Bonds, if material:
(i) Principal and interest payment delinquencies.
(ii) Non-payment related defaults.
(iii) Unscheduled draws on debt service reserves reflecting financial difficulties.
DOCSLAI-213862.2/410m02! 6 42081-1-GH 1-08/20/97
(iv) Unscheduled draws on credit enhancements reflecting financial difficulties.
(v) Substitution of credit or liquidity providers, or their failure to perform.
(vi) Adverse tax opinions or events affecting the tax-exempt status of the
security.
(vii) Modifications to rights of security holders.
(viii) Contingent or unscheduled bond calls.
(ix) Defeasances.
(x) Release, substitution, or sale of property securing repayment of the
securities.
(xi) Rating changes.
(b) The Trustee shall, within one business day of obtaining actual knowledge of the
occurrence of any of the Listed Events, contact the Disclosure Representative, inform such person
of the event, and request that the City promptly notify the Trustee in writing whether or not to
report the event pursuant to subsection (f).
(c) Whenever the City obtains knowledge of the occurrence of a Listed Event,
whether because of a notice from the Trustee pursuant to subsection (b) or otherwise, the City
shall as soon as possible determine if such event would be material under applicable Federal
securities law.
(d) If the City determines that knowledge of the occurrence of a Listed Event would
be material under applicable Federal securities law, the City shall promptly notify the Trustee in
writing. Such notice shall instruct the Trustee to report the occurrence pursuant to subsection (f).
(e) If in response to a request under subsection (b), the City determines that the Listed
Event would not be material under applicable Federal securities law, the City shall so notify the
Trustee in writing and instruct the Trustee not to report the occurrence pursuant to subsection (f).
(f) If the Trustee has been instructed by the City to report the occurrence of a Listed
Event, the Trustee shall file a notice of such occurrence with the Municipal Securities Rulemaking
Board and each State Repository. Notwithstanding the foregoing, notice of Listed Events
described in subsections (a)(viii) and (ix) need not be given under this subsection any earlier than
the notice (if any) of the underlying event is given to holders of affected Bonds pursuant to the
Indenture.
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Section 5. Termination of Reporting Obligation. The City's obligations under this
Disclosure Agreement shall terminate upon the legal defeasance, prior redemption or payment in
full of all of the Series B Bonds. If such termination occurs prior to the final maturity of the
Series B Bonds, the City shall give notice of such termination in the same manner as for a Listed
Event under Section 4(f) hereof.
Section 6. Dissemination Agent. State Street Bank and Trust Company of California,
N.A., is hereby appointed as the initial Dissemination Agent. The City may, from time to time,
appoint or engage a successor Dissemination Agent to assist it in carrying out its obligations
under this Disclosure Agreement, and may discharge any such Dissemination Agent, with or
without appointing a successor Dissemination Agent. If at any time there is not any other
designated Dissemination Agent, the Trustee shall be the Dissemination Agent.
Section 7. Amendment; Waiver. Notwithstanding any other provision of this
Disclosure Agreement, the City and the Trustee may amend this Disclosure Agreement (and the
Trustee shall agree to any amendment so requested by the City), and any provision of this
Disclosure Agreement may be waived, provided that the following conditions are satisfied:
(a) if the amendment or waiver relates to Sections 2(a), 3 or 4(a) hereof it may
only be made in connection with a change in circumstances that arises from a change in
legal requirements, change in law, or change in the identity, nature, or status of an
obligated person with respect to the Series B Bonds, or type of business conducted;
(b) the undertakings herein, as proposed to be amended or waived, would, in the
opinion of nationally recognized bond counsel, have complied with the requirements of the
Rule at the time of the primary offering of the Series B Bonds, after taking into account
any amendments or interpretations of the Rule, as well as any change in circumstances;
and
(c) the proposed amendment or waiver (i) is approved by holders of the Series B
Bonds in the manner provided in the Indenture for amendments to the Indenture with the
consent of holders, or (ii) does not, in the opinion of the Trustee or nationally recognized
bond counsel, materially impair the interests of holders of the Series B Bonds.
If the annual financial information or operating data to be provided in the Annual Report is
amended pursuant to the provisions hereof, the first annual financial information containing the
amended operating data or financial information shall explain, in narrative form, the reasons for
the amendment and the impact of the change in the type of operating data or financial information
being provided.
If an amendment is made to the undertaking specifying the accounting principles to be
followed in preparing financial statements, the annual financial information for the year in which
the change is made shall present a comparison between the financial statements or information
prepared on the basis of the new accounting principles and those prepared on the basis of the
former accounting principles. The comparison shall include a qualitative discussion of the
DOCSLAI-213862.2/410m02! 8 42081-1-GH 1-08/20/97
di8'erences in the accounting principles and the impact of the change in the accounting principles
on the presentation of the financial statements or information, in order to provide information to
investors to enable them to evaluate the ability of the City to meet its obligations. To the extent
reasonably feasible, the comparison shall be quantitative. A notice of the change in the accounting
principles shall be sent to the Repositories in the same manner as for a Listed Event under Section
4(f) hereof.
Section 8. Additional Information. Nothing in this Disclosure Agreement shall be
deemed to prevent the City from disseminating any other information, using the means of
dissemination set forth in this Disclosure Agreement or any other means of communication, or
including any other information in any Annual Report or notice of occurrence of a Listed Event,
in addition to that which is required by this Disclosure Agreement. If the City chooses to include
any information in any Annual Report or notice of occurrence of a Listed Event in addition to that
which is specifically required by this Disclosure Agreement, the City shall have no obligation
under this Disclosure Agreement to update such information or include it in any future Annual
Report or notice of occurrence of a Listed Event.
Section 9. Default. In the event of a failure of the City or the Trustee to comply with
any provision of this Disclosure Agreement, the Trustee may (and, at the written direction of any
Participating Underwriter or the holders of at least 25% aggregate principal amount of
Outstanding Bonds, shall), or any holder or beneficial owner of the Bonds may, take such actions
as may be necessary and appropriate, including seeking mandate or specific performance by court
order, to cause the City or Trustee, as the case may be, to comply with its obligations under this
Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed an Event
of Default under the Indenture, and the sole remedy under this Disclosure Agreement in the event
of any failure of the City or the Trustee to comply with this Disclosure Agreement shall be an
action to compel performance.
Section 10. Duties, Immunities and Liabilities of Trustee and Dissemination Agent.
Article VIII of the Indenture is hereby made applicable to this Disclosure Agreement as if this
Disclosure Agreement were (solely for this purpose) contained in the Indenture and the
Dissemination Agent shall be entitled to the protections therein as if it were the Trustee. The
Dissemination Agent (if other than the Trustee or the Trustee in its capacity as Dissemination
Agent) shall have only such duties as are specifically set forth in this Disclosure Agreement and
shall not be responsible for the content of any of the reports or financial statements delivered by
the City pursuant to this Disclosure Agreement.
Section 11. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of
the City, the Trustee, the Dissemination Agent, the Participating Underwriters and holders and
beneficial owners from time to time of the Series B Bonds, and shall create no rights in any other
person or entity.
Section 12. Counteraarts. This Disclosure Agreement may be executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the
same instrument.
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DOCSLAI-213862.2/410m02! 10 42081-1-GH 1-08/20/97
IN WITNESS VVIIEREOF, the parties hereto have executed this Disclosure Agreement
as of the date first above written.
CITY OF TUSTIN
By:
Ronald A. Nault,
Finance Director
STATE STREET BANK AND TRUST
COMPANY OF CALIFORNIA, N.A., as
Trustee
By:
Authorized Officer
DOCSLAI-213862.2/410m02! 1 1 42081-1-GH 1-08/20/97
EXHIBIT A
NOTICE TO MUNICIPAL SECURITIES RULEMAKING BOARD OF FAII.URE TO
FILE ANNUAL REPORT
Name of Issuer: Tustin Public Financing Authority
Name of Bond Issue: Tustin Public Financing Authority
Revenue Bonds (Tustin Ranch), Series B
Date of Issuance: , 1997
NOTICE IS HEREBY GIVEN that the City of Tustin (the "City") has not provided an
Annual Report with respect to the above-named Bonds as required by the Continuing Disclosure
Agreement (Series B), dated as of 1, 1997, by and between the City and State Street
Bank and Trust Company of California, N.A., as Trustee. [The City anticipates that the Annual
Report will be filed by .]
Dated:
STATE STREET BANK AND TRUST
COMI'ANY OF CALIFORNIA, N.A.,
as Trustee, on behalf of the City of Tustin
cc: City of Tustin
DOCSLAI-213862.2/410m02! A-1 42081-1-GH1-08/20/97
Preliminary Official St~~ttemettt Dated , 1997
In the opinion of Orrick, Herrington & Sutcliffe LLP, Los Angeles, California, Bond Counsel, based upon an analysis
of existing laws, regulations, rulings and court decisions and assuming, among other matters, compliance with
certain covenants, interest on the Series B Bonds is excluded from gross income for federal income tax purposes
under Section 103 of the Internal Revenue Code of 1986 and is exempt from State of California personal
income taxes. In the further opinion of Bond counsel, interest on the Series B Bonds is not a
preference item for purposes of the federal individual or corporate alternative minimum taxes,
although Bond counsel observes that it is included in adjusted current earnings in calculating
corporate alternative minimum taxable income. Bond Counsel expresses no opinion
regarding any other tax consequences related to the ownership or disposition of,
or the accrual or receipt of interest on, the Series B Bonds.
See 'TAX MATTERS' herein.
NEW LSSiJE -BOOK-ENTRY ONLY
Dated: Date of Delivery
RATINGS: Moodyy's:
S&P:-
(See "RATINGS" herein
53,400,000"
TUSTIN PUBLIC FINANCING AUTHORITY
REVENUE BONDS
(T~rstin Ranch)
Series B
Due: September 2, as shown on the ]ruide front cover
The 53,400,000* Tustin Public Financing Authority Revenue Bonds ('Ilrstin Ranch), Series B (the 'Series B Bonds') are being issued by the Tustin
Public Financing Authority (the "Authority') pursuant to an Indenture of Trust, dated as of February 1, 1996 (the 'Indenture'), between the Authority
and State Street Bank and Trust Corirpany of California, N.A., as trustee (the 'Trustee'), as supplemented by the First Supplemental Indenture of Trust,
dated as of August 1, 1997 (the "First Supplemental Indrnture"), and will be secured as described herein. The Series B Bonds are being issued to
purchase certain limited obligation inoprovetnent bonds (the 'Group One Bonds') of Reassessment District No. 95-2 (the 'Reassessment District') of the
Ciry of Tustin (the 'City'). The Group One Bonds are issued by the City pursuant to a Fiscal Agent Agreement, dated as of February 1, 1996 (the
'Fiscal Agent Agreement'), between the City and State Street Bank and Trust Company of California, N.A., as fiscal agent (the 'Fiscal Agrnt"), as
supplemented by First Supplemental Fiscal Agent Agreement, dated as of September 1, 1996, and a Second Supplemental Fiscal Agent Agreement, dated
as of September 1, 1997 (the "Second Supplemental Agreement"), and will be secured by certain unpaid reassessments (the 'Group One
Reassessments") levied by the City.
The Series B Bonds will be issued in book-entry form, initially registered in the name of Cede & Co., Ncw York, New York, as nominee of The
Depository Trust Company ('DTC'), New Yorlc, New York. Interest on the Series B Bonds, payable at the rates set forth below, will be payable on
September 2 and March 2 of each year, commencing March 2, 1998. Purchasers will not receive certificates representing their interest in the Series B
Bonds. Individual purchases will be in principal amounts of 55,000 or in any integral multiple of $5,000. Payments of principal and interest will be
paid by the Trustee to DTC for subsequent disbursement to DTC Participants who will remit such payments to the beneficial owners of the Series B
Bonds.
The Series B Bonds will tnatune on September 2 in the years and in the amounts as shown on the Maturity Schedule set forth on the inside front cover
hereof. The Series B Bonds are subject to redemption prior to maturity as set forth herein. See 'THE SERIES BBONDS -Redemption of the Series B
Bonds' herein.
The Series B Bonds are limited obligations of the Authority. The Scrics B Bonds arc payable solely from Rcvrnues of the Authority, consisting primarily
of payments received by the Authority from the City in connection with the Group One Bonds, which payments are secured by liens of unpaid Group
One Reassessments as more fully described herein. Payments under the Group One Bonds are calculated to be sufficient to permit the Authority to pay
rho principal of, premium, if any, and interest on the Series B Bonds when due. The City has determined that it will not obligate itself to advance funds
from its treasury to cover any delinquency on rho Group Onc Reassessments or payments on the Group One Bonds.
THE SERIES B BONDS ARE LIMITED OBLIGATIONS OF THE AUTHORITY AND ARE PAYABLE SOLELY FROM THE REVENUES AND
OTHER AMOUNTS PLEDGED UNDER THE INDENTURE. THE SERIES B BONDS DO NOT CONSTITUTE A DEBT OR LIABILITY OF THE
CITY OR OF THE STATE OF CALIFORMA, AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE CITY OR THE
STATE OF CALIFORNIA, OR ANY POLITICAL SUBDIVISION THEREOF, IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR
INTEREST ON THE SERIES B BONDS. THE GROUP ONE BONDS ARE LIMITED OBLIGATIONS OF THE CITY, PAYABLE SOLELY FROM
THE REASSESSMENTS AND THE OTHER ASSETS PLEDGED THEREFOR UNDER THE FISCAL AGENT AGREEMENT. NEITHER THE
FATI'H AND CREDIT NOR THE TAXING POWER OF THE CITY OR THE STATE OF CALIFORMA, OR ANY POLITICAL SUBDIVISION
THEREOF, IS PLEDGED TO THE PAYMENT OF THE GROUP ONE BONDS.
(The scheduled pa t of principal of and interest on the Series B Bonds when due will be guaranteed under an insurance policy to be issued
concurrently with a delivery of the Series B Bonds by FINANCIAL SECURITY ASSURANCE INC.]
[Logo]
This cover page contains information for referrnce only. It is not a summary of this issue. Investors must read the entire Official Statement, including
the section entitled 'SPECIAL RISK FACTORS', for a discussion of special factors which should be considered, in addition to the other matters set
forth herein, in making an infornted investment decision about the Series B Bonds.
The Series B Bonds are offered, when, as and if issued and accepted by the Underwriter, subject to approval as to their validity by
Orrick, Herrington & Sutcliffe LLP, Los Angeles, California, Bond Counsel, and subject to certain other conditions.
Certain legal matters will be passed upon for the Authority and the City by Woodruff , Spradlin & Smart,
a Professional Corporation, Orange, California. It is anticipated that the Series B Bonds will be
available for delivery in book-entry form in New York,
New York, on or about September-, 1997.
PaineWebber Incorporated
Dated: September , 1997
* Preliminary, subject to change.
(Inside Cover)
MATURITY SCHEDULE
$3,400,000*
TUSTIN PUBLIC FINANCING AUTHORITY
REVENUE BONDS
(Tustin Ranch)
Series B
Maturity
(September 2)
1998
1999
2000
2001
2002
2003
2004
2005
2.006
2007
2008
2009
$ Serial Bonds
Principal Interest
Yield Yield
Price/
Yield
$ % Term Bonds due September 2, 2013 Price:
* Preliminary, subject to change.
DOCSLAI-215774.3/4mhg03! 42081-2-WEJ-08R0/97DOCSLAI-215774.3/4mhg03!
TUSTIN PUBLIC FINANCING AUTHORITY
and
CITY OF TUSTIN
(Orange County, California)
MEMBERS OF THE AUTHORITY COMMISSION
AND CITY COUNCIL
Jeffery M Thomas, Chair/Mayor
Thomas R Saltarelli, Vice Chair/Mayor Pro Tem
Tracy Wills Worley, Commissioner/Councilmember
Mike Doyle, Commissioner/Councilmember
Jim Potts, Commissioner/Councilmember
AUTHORITY OFFICERS
AND CITY STAFF
William A. Huston, President/City Manager
George W. Jeffries, Authority Treasurer/City Treasurer
Ronald A. Nault, /City Finance Director
Pamela Stoker, Authority Secretary/City Clerk
Tim Serlet, City Public Works Director
PROFESSIONAL SERVICES
Bond Counsel
Orrick, Herrington & Sutcliffe LLP
Los Angeles, California
City Attorney
Woodruff, Spradlin & Smart
A Professional Corporation
Orange, California
Reassessment Consultant
Muni Financial, Inc.
Temecula, California
Trustee
State Street Bank and Trust Company of California, N.A.
Los Angeles, California
No dealer, broker, salesperson or other person has been authorized to give any information or
to make any representations, other than as contained in this Off cial Statement, and if given or made,
such other information or representations must not be relied upon as having been authorized by the
Authority or the City. This Official Statement does not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale oi; the Series B Bonds by any person in any jurisdiction in
which it is unlawful for such person to make such offer, solicitation or sale.
The information set forth herein has been obtain from the Authority, the City, and other
sources which are believed to be reliable but is not guaranteed as to accuracy or completeness, and is
not to be construed as a representation of such by the Authority or the City. The information and
expressions of opinion stated herein are subject to change without notice. The delivery of this Official
Statement shall not, under any circumstances, create any implication that there has been no change in
the affairs of the Authority, the City, the Reassessment District, or any property owner since the date
hereof.
The discussion and information herein relating to the Series B Bonds, the Reassessment
District, the Authority, and the City do not purport to be comprehensive or definitive. All references to
the Series B Bonds are qualified in their entirety by reference to the Indenture setting forth the terms
and descriptions thereof. The summaries and references to any code, act, resolution, the Indenture or
the Fiscal Agent Agreement and to other statutes and documents in this Official Statement do not
purport to be comprehensive or definitive, and are qualified in their entirety by reference to each statute
and document.
[OTHER THAN WITH RESPECT TO INFORMATION CONCERNING FINANCIAL
SECURITY ASSURANCE INC. ("FINANCIAL SECURITY") CONTAINED UNDER THE
CAPTIONS "BOND INSURANCE POLICY" AND "FINANCIAL SECURITY ASSURANCE
INC." HEREIN, NONE OF THE INFORMATION IN THIS OFFICIAL STATEMENT HAS
BEEN SUPPLIED OR VERIFIED BY FINANCIAL SECURITY AND FINANCIAL
SECURITY MAKES NO REPRESENTATION OR WA,RR.ANTY, EXPRESS OR IlvIPLIED,
AS TO (I) THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION; (II) THE
VALIDITY OF THE SERIES B BONDS; OR (III) THE TAX EXEMPT STATUS OF THE
INTEREST ON THE SERIES B BONDS.]
IN CONNECTION WITH THIS BOND UNDERWRITING, THE UNDERWRITER MAY
OVERAI,LOT OR EFFECT TRANSACTIONS WHICH STABII,IZE OR MAINTAIN THE
MARKET PRICE OF THE SERIES B BONDS DESCRIBED HEREIN AT A LEVEL ABOVE
THAT WHICH MIGHT OTHERWISE PREVAII, IN THE OPEN MARKET. SUCH
STABII.IZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
TABLE OF CONTENTS
Page
INTRODUCTION .....................................................................................................................1
CONTINUING DISCLOSURE .................................................................................................3
THE PLANT OF FINANCING ..................................................................................................4
ESTIMATED SOURCES AND USES ......................................................................................5
THE SERIES B BONDS ...........................................................................................................6
Description of the Series B Bonds ........................................................................:..........6
Redemption of the Series B Bonds .................................................................................. 6
Book-Entry System ........................................................................................................8
Additional Authority Bonds ..........................................................................................10
Debt Service Schedule ..................................................................................................12
SECURITY FOR THE SERIES B BONDS .............................................................................12
General .........................................................................................................................12
Payments of Assessment Bonds ....................................................................................13
Additional Bonds ..........................................................................................................15
Covenant for Superior Court Foreclosure .....................................................................15
Priority of Lien .............................................................................................................16
BOND INSURANCE ..............................................................................................................17
METHOD OF REASSESSMENT ...........................................................................................19
THE FAXED RATE SUBJECT AREA .....................................................................................20
General .............................................................................................................. ........... 20
Status of Public Improvements Designated Parcels ............................................. ........... 21
Location and Terrain of the Fixed Rate Subject Area ......................................... ........... 21
Land Uses and Development Status ................................................................... ........... 21
Largest Landowners by Reassessment Amount .................................................. ...........22
Debt Service Coverage ...................................................................................... ........... 24
Delinquency Kistory .......................................................................................... ...........24
Estimated Value-to-Lien Ratios ......................................................................... ........... 25
Direct and Overlapping Debt ............................................................................. ...........26
Status of Development ....................................................................................... ........... 30
SPECIAL RISK FACTORS .......................................................................................... ........... 33
The Series B Bonds are Limited Obligations of the Authority ............................. ...........34
The Reassessments are Not Personal Obligations of the Property Owners .......... ........... 34
The Assessment Bonds are Limited Obligations of the City ................................ ........... 34
Bankruptcy and Foreclosure Delays ................................................................... ...........35
Existence of Undeveloped Property ................................................................... ........... 36
Price Realized Upon Foreclosure ....................................................................... ........... 36
Uncertainties of Future Development ................................................................. ........... 37
Direct and Overlapping Indebtedness ................................................................. ...........38
-i-
DOCSCAl-215774.3/4mhg03! 42081-2-WEJ-08/20/97
TABLE OF CONTENTS
(continued)
Page
Earthquakes ...........................................................................................................:...... 3 8
Drought Conditions ...................................................................................................... 38
Land Values .................................................................................................................38
Hazardous Substances ..................................................................................................39
Endangered and Threatened Species .............................................................................40
Cumulative Burden of Parity Taxes, Special Assessments and Development
Costs ................................................................................................................. 40
Loss of Tax Exemption .................................................................................................40
California Constitution Article XIIIC and Article XIIID ................................................41
THE AUTHORITY ................................................................................................................. 41
THE CITY ...............................................................................................................................42
CONCLUDING INFORMATION ........................................................................................... 42
Underwriting ...................................................................................................•-•-~---.....42
Legal Opinion ............................................................................................................... 42
Tax Matters .................................................................................................................. 42
No Litigation ................................................................................................................ 44
Ratings .......................................................................................................................... 44
Mlscellaneous ...............................................................................................................44
-11-
DOCSLAI-215774.3/4mhg03! 42081-2-WEJ-08x20/97
TABLE OF CONTENTS
(continued)
Page
APPENDIX A -Summary of Indenture and Fiscal Agent Agreements
APPENDIX B -Proposed Folm of Opinion of Bond Counsel
APPENDIX C -Continuing Disclosure Agreement
APPENDIX D -Insurance Policy Specimen
-iii-
D4CSLA1-2157743/4mhg03! 42081-2-WEJ-08!20/97
INSERT LOCATION MAP
INSERT AERIAL PHOTO
$3,400,000*
TUSTIN PUBLIC FINANCING AUTHORITY
REVENUE BONDS
(Tustin Ranch)
Series B
INTRODUCTION
This Official Statement, including the cover, inside cover, the table of contents and the
Appendices, is provided to furnish information in connection with the sale by the Tustin Public
Financing Authority (the "Authorit}~') of its $3,400,000* principal amount of Revenue Bonds (Tustin
Ranch), Series B (the "Series B Bonds"). The Series B Bonds will be issued by the Authority pursuant
to an Indenture of Trust, dated as of February 1, 1996 (the "Original Indenture"), by and between the
Authority and State Street Bank and Trust Company of California, N.A, as trustee (the "Trustee"), as
supplemented by a F-lrst Supplemental Indenture of Trust, dated as of August 1, 1997, by and between
the Authority and the Trustee (the "First Supplemental Indenture" and together with the Original
Indenture, the "Indenture").
The proceeds from the sale of the Series B Bonds will be used to purchase certain limited
obligation improvement bonds (the "Group One Bonds") of Reassessment District No. 95-2
("Reassessment District No. 95-2") of the City of Tustin (the "Cit}~'). The Group One Bonds are
being issued by the City pursuant to the Refunding Act of 1984 for 1915 Improvement Act Bonds (the
"Refunding Law") and the Improvement Bond Act of 1915 (the `Bond Law," and together with the
Refunding Law, the "Act") and further pursuant to a Fiscal Agent Agreement, dated as of February 1,
1996 (the "Origina195-2 Agreement"), between the City and State Street Bank and Trust Company of
California, N.A., as fiscal agent (the "95-2 Fiscal Agent") as supplemented by a First Supplemental
Fiscal Agent Agreement, dated as of September 1, 1996, by and between the City and the Fiscal Agent
(the "F-rrst Supplemental 95-2 Fiscal Agent Agreement") and a Second Supplemental Fiscal Agent
Agreement, dated as of August 1, 1997, by and between the City and the Fiscal Agent (the "Second
Supplementa195-2 Fiscal Agent Agreement" and together with the Original 95-2 Agreement and the
First Supplementa195-2 Fiscal Agent Agreement, the "95-2 Fiscal Agent Agreement").
On February 29, 1996, the Authority issued its $35,705,000 Tustin Public Financing Authority
Revenue Bonds (Tustin Ranch), Series A (the "Series A Bonds") pursuant to the Original Indenture.
The Series A Bonds were issued to purchase certain limited improvement bonds (the "Assessment
Bonds (95-1)") of Reassessment District No. 95-1 ("Reassessment District No. 95-1") of the City
issued pursuant to the Act and a Fiscal Agent Ageement, dated as of February 1, 1996 (the "95-1
Fiscal Agent Agreement" and together with the 95-2 Fiscal Agent Agreement, the "Fiscal Agent
Agreements"), by and between the City and State Street Bank and Trust Company of California, N.A,
'~ Preliminary, subject to change.
DOCSIAl-215774.3/4mhg03! 42081-2-WEJ-0820/97
as fiscal agent (the "95-1 Fiscal Agent" and together with the 95-2 Fiscal Agent, the "Fiscal Agent").
The Assessment Bonds (95-1) are secured by unpaid reassessments (the "95-1 Reassessments") levied
on all taxable parcels within Reassessment District No. 95-1. The Series A Bonds and any other bonds
issued by the Authority are secured by all amounts derived from or with respect the Assessment Bonds
(95-1) and any Assessment Bonds (95-2) (as herein defined) acquired after the date of issuance of the
Series A Bonds pursuant to the terms of the Indenture (together, the "Assessment Bonds"), including
but not limited to all payments of principal thereof, premium, if any, and interest thereon (the
"Revenues").
On February 29, 1996, the City issued its $41,500,000 Limited Obligation Improvement
Bonds, Reassessment District No. 95-2 (Tustin Ranch), Series A (the "Assessment Bonds (95-2)").
The Assessment Bonds (95-2) were issued pursuant to the Original 95-2 Agreement as Adjustable
Rate Bonds (as defined therein). A portion of the proceeds of the Group One Bonds will be used to
purchase and cancel $ principal amount of Assessment Bonds (95-2) which will be reissued
as Fixed Rate Bonds pursuant to the 95-2 Fiscal Agent Agreement (the "Group One Fixed Rate
Bonds"). See "THE PLAN OF FINANCING" and "THE GROUP ONE BONDS" herein.
The Assessment Bonds (95-2) are secured by unpaid reassessments (the "95-2
Reassessments") levied on all taxable parcels within Reassessment District No. 95-2. Upon issuance of
the Group One Bonds, certain 95-2 Reassessments (the "Group One Reassessments") levied on certain
parcels within Reassessment District No. 95-2 (the "Group One Designated Parcels") will secure the
Group One Bonds, and the Group One Reassessments on the Group One Designated Parcels will no
longer secure the remaining adjustable rate Assessment Bonds (95-2). The Group One Bonds will
constitute Assessment Bonds (95-2) acquired pursuant to the terms of the Indenture. The Series B
Bonds and the Series A Bonds will be secured on a parity basis by the Revenues, consisting, as of the
date of issuance of the Series B Bonds, of the all amounts derived from or with respect to the
Assessment Bonds (95-1) and the Group One Bonds. The Assessment Bonds (95-1) and the Group
One Bonds are herein referred to collectively as the "Fixed Rate Assessment Bonds," the 95-1
Reassessments and the Group One Reassessments are herein referred to collectively as the "Fixed Rate
Reassessments" and Reassessment District No. 95-1 and the Group One Designated Parcels are herein
referred to collectively as the "Fixed Rate Subject Area."
Pursuant to the Bond Law and the Municipal Improvement Act of 1913 (Division 12 of the
California Streets and Highways Code) (the "Improvement Act"), Fixed Rate Reassessment
installments sufficient to pay the principal of and interest on the Fixed Rate Assessment Bonds are to be
billed on the regular County of Orange (the "Count}') property tax bills and are to be remitted to the
City in accordance with established procedures for such remittances. Pursuant to the Indenture, the
Authority has assigned to the Trustee, for the benefit of the Owners from time to time of the Series A
Bonds, the Series B Bonds and any Additional Bonds (as defined in the Indenture and together with
the Series A Bonds and the Series B Bonds, the "Bonds"), all of the Revenues and all right, title and
interest of the Authority in the Assessment Bonds. See "SECURITY FOR THE SERIES B BONDS"
herein.
The City is located in central Orange County, about 40 miles southeast of Los Angeles and 80
miles north of San Diego. The City spans approximately 11.2 square miles and adjoins the cities of
2
DOCSIAI-215774.3/4mhg03! 42081-2-WFJ-08/20N7
Irvine, Orange and Santa Ana, as well as unincorporated areas of the County of Orange. As of
January 1, [1997], the Cit}rs current population was estimated at [62,500], representing an
approximate _% increase from January 1, [ 1995].
The Fixed Rate Subject Area is generally bounded by the Santa Ana Freeway (Interstate 5),
Browning Avenue and Tustin Ranch Road, Santiago Canyon Road, and Jamboree Road.
Reassessment District No. 95-1 is comprised of 4,207 assessed parcels and covers approximately 2,782
acres. Reassessment District No. 95-2 is comprised of approximately 23 assessed lots covering
approximately 437.4 acres. A portion of such lots, totaling approximately acres, have been
subdivided into _ assessed parcels which constitute the Group One Designated Parcels. See
"FIXED RATE SUBJECT AREA" herein.
THE SERIES B BONDS ARE LIlvIITED OBLIGATIONS OF THE AUTHORITY,
PAYABLE SOLELY FROM THE REVENUES CONSISTING PRIMARII.Y OF PAYMENTS
RECEIVED BY THE AUTHORITY FROM THE CITY IN CONNECTION WITH THE
ASSESSMENT BONDS. THE ASSESSMENT BONDS ARE SECURED BY CERTAIN UNPAID
REASSESSMENTS LEVIED UPON PARCELS IN THE FIXED RATE SUBJECT AREA THE
SERIES B BONDS ARE NOT A DEBT OF THE CITY, THE STATE OF CALIFORNIA OR ANY
OF TTS POLITICAL SUBDIVISIONS, AND NEITHER THE FAITH AND CREDIT NOR THE
TAXING POWER OF THE CITY, THE STATE OR ANY OF ITS POLITICAL SUBDIVISIONS
IS PLEDGED TO THE PAI'MENT OF THE SERIES B BONDS.
Brief descriptions of the Fixed Rate Subject Area, the Series B Bonds, the Indenture and the
Fiscal Agent Agreements are included in this Official Statement. The descriptions of the Series B
Bonds and other documents are qualified in their entirety by reference to them. Copies of such
documents maybe obtained from the City at 300 Centennial Way, Tustin, California 92680, Attention:
Finance Department; and, during the initial public offering period, from PaineWebber Incorporated at
725 South Figueroa Street, 41st Floor, I.os Angeles, California 90017, Attention: Public Finance
Department, and, after initial delivery of the Series B Bonds, at the principal corporate trust office of
the Fiscal Agent at 725 South Figueroa Street, Suite 3100, Los Angeles, California 90017.
CONTINUING DISCLOSURE
The Authority has determined that no financial or operating data concerning the Authority
(other than the balance in certain funds and accounts established under the Indenture) is material to any
decision to purchase, hold or sell the Series B Bonds, and the Authority will not provide any such
information. The City has undertaken all responsibilities for any continuing disclosure to Bond Owners
as described below, and the Authority shall have no liability to the Owners of the Bonds or any other
person with respect to such disclosures.
The City has covenanted for the benefit of holders and beneficial owners of the Series B Bonds
(1) to provide certain financial information and operating date (the "Annual Report") relating to the
City and the property in the Fixed Rate Subject Area not later than eight (8) months after the end of the
City's Fiscal Year (which currently would be March 1), commencing with the report for the 1997-98
Fiscal Year, and (2) to provide notices of the occurrence of certain enumerated events, if deemed by
DOCSLAI-215774.3/4mhg03! 42081-2-WEJ-0880/97
the City to be material. The Annual Report will be filed by the Trustee, acting as Dissemination Agent,
on behalf of the City, with each Nationally Recognized Municipal Securities Information Repository
and with each State Repository, if any. The notices of material events will be filed by the Trustee on
behalf of the City with the Municipal Securities Rulemalang Board and with each State Repository, if
any. The specific nature of the information to be contained in the Annual Report or the notices of
material events is set forth in the Continuing Disclosure Agreement. See "APPENDIX E -Continuing
Disclosure Agreement." These covenants have been made in order to assist the Underwriter in
complying with S.E.C. Rule 15c2-12(b)(5) (the "Rule"). The City has not failed to comply in all
material respects with any previous undertalangs with respect to the Rule to provide annual reports or
notices of material events.
THE PLAN OF FINANCING
The Series B Bonds aze being issued under the Indenture in order to purchase the Group One
Bonds. The Group One Bonds are issued pursuant to the provisions of the Act and the 95-2 Fiscal
Agent Agreement. The Assessment Bonds (95-2) were originally issued as Adjustable Rate Bonds. In
accordance with the provisions of the Original 95-2 Agreement, all or a portion of the Assessment
Bonds (95-2) may be, and in certain circumstances are required to be, converted to Fixed Rate Bonds.
On the delivery date, $ aggregate principal amount of the Assessment Bonds (95-2) are
being converted to, and reissued as, Group One Fixed Rate Bonds. The Original 95-2 Agreement
provides that, in connection with the conversion of each group of Assessment Bonds (95-2) to Fixed
Rate Bonds pursuant to the Origina195-2 Agreement, the City may, subject to the requirements of the
Act, by Supplemental Agreement, establish one or more Series of Bonds, but only upon compliance by
the City with the provisions of the Origina195-2 Agreement. In connection with the conversion of the
Group One Fixed Rate Bonds, the City is issuing an additional Series of Bonds in the aggregate
principal amount of $ (the "Series One Bonds"). The 95-2 Fiscal Agent Agreement
defines "Related Additional Bonds" as, with respect to a group of Fixed Rate Bonds, the additional
Series of Bonds which is being issued in connection with the conversion of such group of Fixed Rate
Bonds and which is designated by the City to represent the same pazcels as such additional Series of
Bonds. Pursuant to the 95-2 Fiscal Agent Agreement, both the Group One Fixed Rate Bonds and the
Series One Bonds aze designated to represent the Group One Designated Pazcels; therefore, the Series
One Bonds are Related Additional Bonds with respect to the Group One Fixed Rate Bonds.
Collectively, the Group One Fixed Rate Bonds and the Series One Bonds constitute the Group One
Bonds. In order to provide for the authentication and delivery of the Group One Bonds, and to
establish and declare the terms and conditions upon which the Group One Bonds aze issued and
secured, the City and the 95-2 Fiscal Agent are entering into the Second Supplemental 95-2 Fiscal
Agent Agreement.
4
DOCSI.Al-215774.3/4mhg03! 42081-2-W E.1-08/20/97
ESTIMATED SOURCES AND USES
Series B Bonds
The estimated sources and uses of proceeds of sale of the Series B Bonds are as follows:
Sources
Principal Amount of Series B Bonds $
Less Original Issue Discount
Less Underwriters Discount
Total Sources: $
Uses
Program Fund~'~
Total Uses:
~'~ Applied to the purchase of $ principal amount of Group One Bonds.
Group One Bonds
The estimated sources and uses of proceeds of sale of the Group One Bonds are as follows:
Sources
Purchase of Group One Bonds $
Transfers from Capitalized Interest Account
Transfers from Interest Reserve Fund
Total Sources:
Uses
Purchase of Assessment Bonds (95-2)~1~ $
Group One Reserve Account
Group One Redemption Account
Group One Costs Account~2~
Total Uses: $
~'~ S aggregate principal amount of Assessment Bonds (95-2) will be purchased with the proceeds of
the Group One Fixed Rate Bonds, and the remaining $ aggregate principal amount will be
purchased with moneys constituting other sources.
~~ To pay cysts of issuance, including an underwriter's fee of $
5
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THE SERIES B BONDS
Descriation of the Series B Bonds
The Series B Bonds will be issued in the aggregate principal amount of $3,400,000."` The
Series B Bonds will be issued as fully registered bonds in the denomination of $5,000 or any integral
multiple of $5,000. The Series B Bonds will be dated their date of delivery. The Series B Bonds will
bear interest at the rates per annum and will mature, subject to the redemption provisions set forth
below, on the dates and in the principal amounts, all as set forth on the inside cover page hereof.
Interest on the Series B Bonds is payable semiannually on March 2 and September 2 of each
year, commencing March 2, 1998 (each an "Interest Payment Date") to the person whose name
appears on the Registration Books of the Trustee as the registered Owner thereof on the Record Date.
Such interest will be paid by check mailed by the Trustee on such Interest Payment Date, by first class
mail, to such registered Owner at the address which appears on such Registration Books or at such
other address as may have been filed with the Trustee for that purpose prior to the Record Date.
Interest on the Series B Bonds shall be calculated on the basis of a 360-day year consisting of twelve
30-day months.
Principal o1y and redemption premium, if any, on the Series B Bonds will be payable upon
presentation and surrender thereof at the principal corporate trust off ce (the "Trust Office") of the
Trustee in Los Angeles, California. Principal of and redemption premiums, if any, and interest on the
Series B Bonds shall be paid in lawful money of the United States of America.
The Series B Bonds will be issued in book-entry form, initially registered in the name of Cede
& Co., New York, New York, as nominee of The Depository Trust Company ("DTC"), New York,
New York Payment of interest with respect to any Series B Bond registered as of each Record Date
in the name of Cede & Co. shall be made by wire transfer of same-day funds to the account of Cede &
Co. See `Book Entry System" herein.
Redemption of the Series B Bonds
Optional Redemption
The Series B Bonds maturing on or after September 2, ,shall be subject to optional
redemption in whole, or in part among maturities on such basis as shall be designated by the Authority
in a Written Certificate of the Authority filed with the Trustee, on any Interest Payment Date on or
after September 2, at the following respective Redemption Prices (expressed as
* Preliminary, subject to change.
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percentages of the principal amount of the Series B Bonds to be redeemed), plus accrued interest
thereon to the date of redemption:
Redemption Dates Redemption Price
September 2, _ and March 2, _ 102%
September 2, _ and March 2, _ 101
September 2, _ and thereafter 100
Mandatory Redemption From Principal Prepayments
The Series B Bonds shall be subject to mandatory redemption, in whole, or in part , on any
Interest Payment Date, from and to the extent of any Principal Prepayments with respect to the Group
One Bonds, at the following respective Redemption Prices (expressed as percentages of the principal
amount of the Series B Bonds to be redeemed), plus accrued interest thereon to the date of
redemption:
Redemption Dates Redemption Price
March 2, 1998 through March 2, _ 103%
September 2, _ and March 2, _ 102
September 2, _ and March 2, _ 101
September 2, _ and thereafter 100
For purposes of the selection of Series B Bonds for mandatory redemption, the Series B Bonds
will be selected for redemption among maturities by the Authority (evidenced pursuant to a Written
Certificate of the Authority delivered to the Trustee at least 60 days prior to the redemption date or
such later date as shall be acceptable to the Trustee) on such basis that the remaining payments of
principal and interest on the Group One Bonds, together with other available Revenues attributable
thereto, will be sufficient on a timely basis to pay debt service on the Series B Bonds, as shall be
demonstrated in a report of an Independent Financial Consultant filed with the Tnlstee.
Mandatory Sinking Fund Redemption
The Bonds maturing on September 2, 2013, shall be subject to mandatory sinking fund
redemption, in part, on September 2 in each year, commencing September 2, .2010, at a Redemption
Price equal to the principal amount of the Series B Bonds to be redeemed, without premium, plus
accrued interest thereon to the date of redemption, in the aggregate respective principal amounts in the
respective years as follows:
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Redemption Date
September 2)
2010
2011
2012
2013*
* Maturity
Principal Amount
The principal amount of Series B Bonds to be redeemed pursuant to this subsection (b) from
any Principal Prepayments shall be the greatest principal amount of Series B Bonds, the Redemption
Price of which is less than or equal to such Principal Prepayments, as specified in a Written Request of
the Authority delivered to the Trustee. In the event that the 95-2 Fiscal Agent shall mail notice of the
redemption of any Group One Bonds which will produce Principal Prepayments, the Trustee shall
concurrently mail notice of the redemption of Series B Bonds pursuant to this subsection (b), such
redemption to occur on the date fixed for such redemption of the Group One Bonds. The proceeds of
any such redemption of the Group One Bonds shall be applied by the Trustee to pay the Redemption
Price of Series B Bonds pursuant to this subsection (b) on the date of such redemption of the Group
One Bonds.
If some but not all of the Series B Bonds maturing on September 2, 2013 are redeemed,
the principal amount of Series B Bonds maturing on September 2, 2013 to be redeemed on any
subsequent September 2 shall be reduced, by $5,000 or an integral multiple thereof; as designated
by the Authority in a Written Certificate of the Authority filed with the Trustee; provided,
however, that the aggregate amount of such reductions shall not exceed the aggregate amount of
Series B Bonds maturing on September 2, 2013 redeemed. If some but not all of the Series B
Bonds maturing on September 2, 2013 are redeemed the principal amount of Series B Bonds
maturing on September 2, 2013 to be subsequently redeemed shall be reduced by the aggregate
principal amount of the Series B Bonds maturing on September 2, 2013 so redeemed, such
reduction to be allocated as nearly as practicable on a pro rata basis in amounts of $5,000 or
integral multiples thereof; as determined by the Authority, notice of which determination shall be
given by the Authority to the Trustee at least 45 days prior to such redemption date.
Book Entry System
Except as otherwise provided in the Indenture, the registered Owner of all of the Series B
Bonds shall be DTC, and the Series B Bonds shall be registered in the name of Cede & Co., as
nominee for DTC. Notwithstanding anything to the contrary contained in the Supplemental Indenture
payment of interest with respect to any Series B Bond registered as of each Record Date in the name
of Cede & Co. shall be made by wire transfer of same-day funds to the account of Cede & Co. on the
payment date for the Series B Bonds at the address indicated on the record date or special record date
for Cede & Co. in the Registration Books or as otherwise provided in the Representation Letter.
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The Series B Bonds shall be initially issued in the form of separate single fully registered Series
B Bonds in the amount of each separate stated maturity of the Series B Bonds. Upon initial issuance,
the ownership of such Series B Bonds shall be registered in the Registration Books in the name of
Cede & Co., as nominee of DTC. The Trustee and the Authority may treat DTC (or its nominee) as
the sole and exclusive Owner of the Series B Bonds registered in its name for the purposes of payment
of the principal, Redemption Price or interest with respect to the Series B Bonds, selecting the Series B
Bonds or portions thereof to be redeemed, giving any notice permitted or required to be given to
Owners of Series B Bonds under the Indenture, registering the transfer of Series B Bonds, obtaining
any consent or other action to be taken by Owners of Series B Bonds and for all other purposes
whatsoever, and neither the Trustee nor the Authority shall be affected by any notice to the contrary.
Neither the Trustee nor the Authority shall have any responsibility or obligation to any
Participant, any person claiming a beneficial ownership interest in the Series B Bonds under or through
DTC or any Participant, or any other person which is not shown on the Registration Books as being an
Owner, with respect to the accuracy of any records maintained by DTC or any Participant; the payment
by DTC or any Participant of any amount in respect of the principal, Redemption Price or interest with
respect to the Series B Bonds; any notice which is permitted or required to be given to Owners of
Series B Bonds under this Indenture; the selection by DTC or any Participant of any person to receive
payment in the event of a partial redemption of the Series B Bonds; or any consent given or other
action taken by DTC as Owner of Series B Bonds. The Trustee shall pay all principal, premium (if
any) and interest with respect to the Series B Bonds, only to DTC, and all such payments shall be valid
and effective to fully satisfy and discharge the Authorit}~s obligations with respect to the principal,
premium cif any) and interest with respect to the Series B Bonds to the extent of the sum or sums so
paid. Except under the conditions set forth in the following paragraph, no person other than DTC shall
receive an executed Series B Bond for each separate stated maturity. Upon delivery by DTC to the
Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of
CEDE & Co., and subject to the provisions herein with respect to record dates, the term "Cede & Co."
in the Indenture shall refer to such new nominee of DTC.
In the event (i) DTC, including any successor as securities depository for the Series B Bonds,
determines not to continue to act as securities depository for the Series B Bonds, or iii) the Authority
determines that the incumbent securities depository shall no longer so act, and delivers a written
certificate to the Trustee to that effect, then the Authority will discontinue the book-entry system with
the incumbent securities depository for the Series B Bonds with another qualified securities depository,
the Authority shall prepare or direct the preparation of a new single, separate fully registered Series B
Bond for the aggregate outstanding principal amount of Series B Bonds of each maturity, registered in
the name of such successor or substitute qualified securities depository, or its nominee, or make such
other arrangement acceptable to the Authority, the Trustee and the successor securities depository for
the Series B Bonds are not inconsistent with the terms of the Indenture. If the Authority fails to
identify another qualified successor securities depository of the Series B Bonds to replace the
incumbent securities depository, then the Series B Bonds shall no longer be restricted to being
registered in the Registration Books in the name of the incumbent securities depository or its nominee,
but shall be registered in whatever name or names the incumbent securities depository for the Series B
Bonds, or its nominee, shall designate. In such event the Trustee shall authenticate and deliver a
sufficient quantity of Series B Bonds as to carry out the transfers and exchanges provided in the
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Indenture. All such Series B Bonds shall be in fully registered form in denominations authorized by the
Indenture.
So long as any Series B Bond is registered in the name of DTC, or its nominee, all payments
with respect to the principal, premium (if any) and interest with respect to such Series B Bond and all
notices with respect to such Series B Bond shall be made and given, respectively, as provided in the
Representation Letter.
In connection with any notice or other communication to be provided to Owners of Book-
Entry Bonds pursuant to the Indenture by the Authority or the Trustee with respect to any consent or
other action to be taken by Owners, the Authority or the Trustee, as the case may be, shall establish a
record date for such consent or other action and give DTC notice of such record date not less than 15
calendar days in advance of such record date to the extent possible.
Additional Authority Bonds
In addition to the Series A Bonds and the Series B Bonds, the Authority may issue Additional
Bonds payable from the Revenues on a parity with the Series A Bonds and the Series B Bonds and
secured by a lien upon and pledge of Revenues equal to the lien and pledge securing the Series A
Bonds and the Series B Bonds, in such principal amount as shall be determined by the Authority in a
supplemental indenture (the "Supplemental Indenture"), subject to the requirements of the Bond Law,
and further subject to certain conditions set forth in the Indenture, summarized as follows:
(1) The Authority shall not be in default under the Indenture.
(2) Such Additional Bonds shall be payable as to principal annually on September 2 of each
year in which principal falls due. Such Additional Bonds shall be payable as to interest semiannually on
March 2 and September 2 of each year excepting the first year, provided that the first installment of
interest may be payable on either March 2 or September 2 and shall be for a period of not longer than
twelve months and that the interest shall be payable thereafter semiannually on March 2 and
September 2.
(3) Such Additional Bonds shall be subject to mandatory redemption from Principal
Prepayments received with respect to the Assessment Bonds (95-2) being acquired with the proceeds
of such Additional Bonds, or with respect to the Assessment Bonds (95-2) theretofore acquired with
the proceeds of Outstanding Bonds being refunded with the proceeds of such Additional Bonds, as
applicable, on the dates on which and at the redemption prices at which such Assessment Bonds (95-2)
may be optionally redeemed or mandatorily redeemed from prepayment of reassessments pursuant to
the 95-2 Fiscal Agent Agreement.
(4) Unless such Additional Bonds are being issued solely to refund Outstanding Series A
Bonds or Series B Bonds, a portion of the proceeds of such Additional Bonds shall be applied to
acquire Assessment Bonds (95-2) pursuant to a purchase agreement.
(5) No default shall have occurred and be continuing under either Fiscal Agent Agreement.
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(6) The aggregate principal amount of the Series A Bonds, the Series B Bonds and
Additional Bonds shall not exceed any limitation imposed by law or by any Supplemental Indenture.
(7) The Authority shall have filed the following documents with the Trustee:
(a) An opinion of Bond Counsel substantially to the effect that (i) that such Bond
Counsel has examined the Supplemental Indenture and found it to be in compliance with the
requirements of the Indenture, (ii) that the execution and delivery of the Additional Bonds has been
duly authorized by the Authority, (iii) that said Additional Bonds, when duly executed by the Authority
and authenticated and delivered by the Trustee, will be valid and binding special obligations of the
Authority, payable from Revenues as provided in the Indenture, and (iv) that the issuance of such
Additional Bonds and the application of the proceeds thereof in accordance with the applicable
Supplemental Indenture will not adversely affect the exclusion from gross income of interest on the
Outstanding Series A Bonds, Series B Bonds or and any previously-issued Additional Bonds;
(b) A certificate of the Authority that Item (1) above has been met;
(c) A certificate of the Fiscal Agent that the requirement of Item (5) above;
(d) A written report of an Independent Financial Consultant demonstrating that (i)
the Revenues attributable to the Assessment Bonds (95-2) being acquired with the proceeds of such
Additional Bonds, or attributable to the Assessment Bonds (95-2) theretofore acquired with the
proceeds of Outstanding Bonds being refunded with the proceeds of such Additional Bonds, as
applicable, will be sufficient in time and amount to pay when due the principal of and interest and
premium, if any, on such Additional Bonds, (ii) upon the issuance of such Additional Bonds, the
Revenues will be sufficient in time and amount to pay when due the principal of and interest and
premium, if any, on all Outstanding Bonds, (iii) upon the issuance of such Additional Bonds, the
Revenues in each Bond Year will be at least equal to 120% of the principal of and interest and
premium, if any, on all Outstanding Bonds scheduled to be paid in such Bond Year, (iv) upon the
issuance of such Additional Bonds, the Revenues to be generated from assessments levied on property
that is, as of the date of such issuance, Developed Property in each Bond Year will be at least equal to
100% of the principal of and interest and premium, if any, on all Outstanding Bonds scheduled to be
paid in such year, (v) upon the issuance of such Additional Bonds, no more than 15% (or such greater
percentage as is consented to in writing by Financial Security, as defined below) of the Revenues will
be generated from assessments levied on property owned by the largest assessee (other than Irvine
Apartment Communities) of assessments levied to pay the Assessment Bonds, or by any Affiliate
thereof (vi) upon the issuance of such Additional Bonds, no more than 30% (or such greater
percentage as is consented to in writing by Financial Security) of the Revenues will be generated from
assessments levied on property owned by the five largest assessees (other than Irvine Apartment
Communities) of assessments levied to pay the Assessment Bonds, or by any Affiliate thereof; and (vii)
no property, upon which are levied assessments securing the Assessment Bonds (95-2) being acquired
with the proceeds of such Additional Bonds, is owned by an owner of property (A) upon which are
levied assessments securing Assessment Bonds theretofore acquired pursuant to the Indenture, and (B)
that is delinquent in the payment of any installment of an assessment described in clause (A); and
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(e) An executed copy of the Supplemental Indenture.
None of the above limitations or restrictions on the issuance of Additional Bonds shall be
applicable to any Additional Bonds which are to be issued solely for the purpose of refunding and
retiring all of a Series of Bonds issued under the Indenture and then Outstanding, and nothing in the
Indenture shall limit the issuance of any Additional Bonds if, after the issuance and delivery of such
Additional Bonds, none of the Bonds theretofore authorized under the Indenture will be Outstanding
or the Authority shall have discharged the entire indebtedness on all Bonds Outstanding in one of the
ways authorized by the Indenture.
Debt Service Schedule
The schedule of annual debt service payments for the Series B Bonds is as follows:
Year
(September 2) Principal Interest
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
Annual
Debt
Service
Totals:
SECURITY FOR THE SERIES B BONDS
General
The Series B Bonds, together with the Series A Bonds, are secured by (a) the Revenues and
(b) investment income with respect to any moneys held by the Trustee in the funds and accounts
established under the Indenture. Revenues are defined in the Indenture to mean all amounts derived
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DOCSLAI-215774.3/4mhg03! 42081-2-WEJ-08/20/97
from or with respect to the Assessment Bonds, which, as of the date of delivery of the Series B Bonds,
consist of the Assessment Bonds (95-1) and the Group One Bonds, including but not limited to all
payments of principal thereof, premium, if any, and interest thereon.
As prescribed by the Indenture, the Trustee is or will be the registered Owner of the Group
One Bonds and will therefore receive from the Fiscal Agent the payments of the principal of and the
redemption premiums, if any, and interest on the Fixed Rate Assessment Bonds. Pursuant to the
Improvement Act and the Bond Law, the Ciry is required annually to transmit to the County Auditor
the respective amounts of individual Fixed Rate Reassessment installments on all unpaid Fixed Rate
Reassessments, the sum of which individual Fixed Rate Reassessment installments is sufficient to pay
the principal of and interest on the Fixed Rate Assessment Bonds as such principal and interest become
due and payable. Said Fixed Rate Reassessment installments are then billed on the regular County
properly tax bills and are remitted to the City in accordance with established procedures for such
remittances.
Assuming timely payment by the respective property owners of the obligations (including the
Fixed Rate Reassessment installments) billed on the regular County property tax bills, and further
assuming timely remittance by the County to the City of the amount of such Fixed Rate Reassessment
installments thereby collected, the City will have sufficient funds from the Fixed Rate Reassessment
installments to make timely payment to the Fiscal Agent of each March 2 interest payment and each
September 2 principal and interest payment on the Fixed Rate Assessment Bonds, as the same become
due and payable. See "SPECIAL RISK FACTORS" herein for a discussion of factors which could
affect the collection of Fixed Rate Reassessment installments.
THE SERIES B BONDS ARE LIlvIITED OBLIGATIONS OF THE AUTHORITY AND
ARE PAYABLE SOLELY FROM THE REVENUES AND OTHER AMOUNTS PLEDGED
UNDER THE INDENTURE. THE SERIES B BONDS DO NOT CONSTITUTE A DEBT OR
LIABILITY OF THE CITY OR OF THE STATE OF CALIFORNIA, AND NEITHER THE FAITH
AND CREDIT NOR THE TAXING POWER OF THE CITY OR THE STATE OF CALIFORNIA,
OR ANY POLITICAL SUBDIVISION THEREOF, IS PLEDGED TO THE PAYMENT OF THE
PRINCIPAL OF OR INTEREST ON THE SERIES B BONDS.
Payments of Assessment Bonds
The Assessment Bonds (95-1) and the Group One Bonds are secured by unpaid 95-1
Reassessments and the Group One Reassessments, respectively, levied against private property within
Reassessment District No. 1 and upon the Group One Designated Panels, respectively, pursuant to the
Act. Such unpaid 95-1 Reassessments and the Group One Reassessments, respectively (together with
interest thereon) and moneys in the respective Redemption Fund established for the Assessment Bonds
(95-1) and the Group One Bonds constitute a trust fund for the redemption and payment of the
principal of, premium, if any, and interest on the Assessment Bonds (95-1) and the Group One Bonds,
respectively. Principal o~ premium, if any, and interest on the Assessment Bonds (95-1) and the
Group One Bonds are payable exclusively out of the respective Redemption Funds established under
the respective Fiscal Agent Agreements. Pursuant to the 95-1 Fiscal Agent Agreement, a Reserve
Fund has been established for the Assessment Bonds (95-1) in the amount of $ ,and
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DOCSLAI-215774.3/4mhg03! 42081-2-W EJ-08/20/97
pursuant to the 95-2 Fiscal Agent Agreement, a Reserve Account within the Reserve Fund has been
established for the Group One Bonds in the amount of $ Transfers shall be made
pursuant to the respective Fiscal Agent Agreement from the related Reserve Fund or Reserve Account
to the related Redemption Fund in the event of a deficiency in such Redemption Fund. The amount so
advanced will be reimbursed to the Reserve Fund or Reserve Account, as applicable, from the
proceeds of redemption or sale of the parcel for which payment or reimbursement of delinquent 95-1
Reassessment or Group One Reassessment was made from the Reserve Fund or Reserve Account, as
applicable. If any 95-1 Reassessment or Group One Reassessment is prepaid before final maturity of
the related Fixed Rate Assessment Bonds, the City is authorized by the applicable Fiscal Agent
Agreement to reduce the amount in the Reserve Fund or Reserve Account, as applicable, and transfer
to the applicable Prepayment Account an amount in the proportion in which the 95-1 Reassessment or
Group One Reassessment prepaid bears to the total original unpaid 95-I Reassessments or Group One
Reassessments, as the case maybe.
THE ASSESSMENT BONDS ARE LIlvIITED OBLIGATIONS OF THE CITY, PAYABLE
SOLELY FROM THE FIXED RATE REASSESSMENTS AND THE OTHER ASSETS
PLEDGED THEREFOR UNDER THE RESPECTIVE FISCAL AGENT AGR.E:EMENTS.
NEITI~R THE FATTH AND CREDIT NOR THE TAXING POWER OF THE CITY OR THE
STATE OF CALIFORNIA, OR ANY POLITICAL SUBDIVISION THEREOF, IS PLEDGED TO
THE PAYMENT OF THE FIXED RATE ASSESSMENT BONDS.
The Fixed Rate Reassessments levied in the Fixed Rate Subject Area and each installment
thereof and any interest and penalties thereon constitute liens against the parcels of land on which they
are levied until the same are paid. The liens imposed in the Fixed Rate Subject Area are subordinate to
fixed special assessment liens previously imposed upon the same property but have priority over
existing and future private liens and over any fixed special assessment liens which hereafter be created
against the property. Such liens are co-equal to and independent of the lien for general property taxes
and special taxes. While there are no prior special assessment liens on any of the parcels of land in the
Fixed Rate Subject Area, there are liens for special taxes and the recurring lien for general property
taxes. See "THE FD~D RATE SUBJECT AREA -Estimated Direct and Overlapping Debt" herein.
ALTHOUGH THE UNPAID FIXED RATE REASSESSMENTS CONSTITUTE LIENS
ON THE PARCELS OF LAND ASSESSED, THEY DO NOT CONSTITUTE A PERSONAL
INDEBTEDNESS OF THE RESPECTIVE PROPERTY OWNERS. THERE IS NO ASSURANCE
THAT PRESENT PROPERTY OWNERS WII.L REMAIN THE PROPERTY OWNERS, THAT
PROPERTY OWNERS WILL BE FINANCIALLY ABLE TO PAY THEIR REASSESSMENTS,
OR THAT PROPERTY OWNERS WILL IN FACT PAY SUCH REASSESSMENT
INST~?-LLMENTS EVEN THOUGH FINANCIALLY ABLE TO DO SO.
Under provisions of the Act, Fixed Rate Reassessment installments sufficient to meet annual
payments of principal of and interest on the Fixed Rate Assessment Bonds are to be collected on the
regular property tax bills sent by the County Tax Collector to owners of the parcels of land against
which there are unpaid Fixed Rate Reassessments. These annual installments are to be paid into the
Redemption Funds for the Assessment Bonds (95-1) and the Group One Bonds, respectively, which
will be held by the Fiscal Agent and used to pay the principal of and interest on the Assessment Bonds
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DOCSLAI-213774.3l4mhg03! 42081-2-WE.f-0880/97
(95-1) and the Group One Bonds, respectively, as they become due. The installment billed against
each parcel of land within Reassessment District No. 95-1 or the Group One Designated Parcels each
year represents apro-rata share of the total principal and interest coming due on all of the Assessment
Bonds (95-1) and the Group One Bonds, as the case may be, that year. The amount billed against each
parcel of land within Reassessment District No. 95-1 or the Group One Designated Parcels is based on
the percentage which the unpaid 95-1 Reassessment or Group One Reassessment, as the case may be,
against the parcel bears to the total of unpaid 95-1 Reassessments or Group One Reassessment, as the
case may be, within Reassessment District No. 95-1 or the Group One Designated Parcels, plus an
administrative charge of the City. The failure of a property owner to pay an annua195-1 Reassessment
installment or Group One Reassessment installment, as the case maybe, will not result in an increase in
95-1 Reassessment installments or Group One Reassessment installments, as the case may be, against
other property in the 95-1 Reassessment District or Group One Designated Parcels, as the case maybe.
In the event of delinquencies of a certain amount respecting any installment of an unpaid Fixed
Rate Reassessment, and with respect to all delinquencies in certain circumstances, as prescribed in each
Fiscal Agent Agreement, the City has covenanted to institute superior court foreclosure proceedings to
enforce payment of such delinquencies. See "Covenant for Superior Court Foreclosure" herein.
Additional Bonds
A portion of the proceeds from the sale of the Group One Bonds will be used to purchase and
cancel $ principal amount of Assessment Bonds (95-2) and to reissue such bonds as
Group One Fixed Rate Bonds. Pursuant to the 95-2 Fiscal Agent Agreement, the Series One Bonds
are being issued as Related Additional Bonds and will be secured on an equal basis with the Group One
Fixed Rate Bonds by the Group One Designated Parcels. The 95-2 Fiscal Agent Agreement provides
that additional Assessment Bonds (95-2) may be converted to a Fixed Interest Rate and Related
Additional Bonds may be issued in connection with the reissuance of such Fixed Rate Bonds. Such
Related Additional Bonds and Fixed Rate Bonds would be secured by 95-2 Reassessments on parcels
within Reassessment District No. 95-2, other than the Group One Designated Parcels, and would be
purchased by the Authority with the proceeds of Additional Bonds to be issued pursuant to the
Indenture. All Bonds issued under the Indenture, including any such Additional Bonds, are secured on
a parity basis by all Revenues derived from payments to the Authority on all Assessment Bonds.
However, no additional Assessment Bonds may be issued upon the security of the unpaid Fixed Rate
Reassessments for the Fixed Rate Subject Area. See "THE FIXED RATE BONDS -Additional
Authority Bonds" and "APPENDIX A: SUMMARY OF INDENTURE AND FISCAL AGENT
AGREEMENTS."
Covenant for Superior Court Foreclosure
If a delinquency occurs in the payment of any Fixed Rate Reassessment installment securing
any Fixed Rate Assessment Bonds, the Fiscal Agent will have a duty only to transfer into the related
Redemption Fund from the related Reserve Fund or Reserve Account (but only to the extent funds are
available therein) the amount necessary to pay principal of or interest on such Fixed Rate Assessment
Bonds when due. There is no assurance that Buff cient funds will be available in the Reserve Fund or
Reserve Account, as the case may be, for the Assessment Bonds (95-1) or the Group One Bonds, as
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DOCSLAI-215774.3/4mhg03! 42081-2-WE.1-08/20197
applicable, for this purpose. The City has determined, pursuant to Section 8769 of the California
Streets and Highways Code, that it will not obligate itself to advance funds from its treasury to cover
any delinquency on the Fixed Rate Reassessments or payments on the Fixed Rate Assessment Bonds.
The City has covenanted in the Fiscal Agent Agreements that it will within 150 days of a
delinquency in the payment of Fixed Rate Reassessments, or interest thereon, or amounts to pay the
Continuing Costs of the Bonds, forthwith undertake and diligently prosecute foreclosure proceedings
in the manner prescribed in the Act to collect such delinquent amounts; provided, however, that if the
amount collected is greater than 92.5% of the installment of the Fixed Rate Reassessment and interest
thereon, and amounts to pay the Continuing Costs of the Bonds, to be collected, the City shall not be
required to undertake such foreclosure proceedings, unless it is determined that any single property
owner is delinquent in excess of $25,000 in the payment of such amounts in which case it shall
diligently institute, prosecute and pursue such foreclosure proceedings against such property owner as
set forth herein.
Upon the redemption or sale of the real property responsible for such delinquencies, the City
shall deposit in the Reserve Fund established with respect to the Assessment Bonds (95-1) or the
Reserve Account established with respect to the Group One Bonds, as applicable, from the net
proceeds of such redemption or sale, the amount of any delinquency advanced therefrom pursuant to
the applicable Fiscal Agent Agreement; provided, however, that if and to the extent that any such
deposit would cause the amount on deposit in the Reserve Fund or Reserve Account, as applicable, to
exceed the Reserve Requirement therefor, such excess shall be deposited in the applicable Redemption
Fund. The balance, if any, of such redemption or sale proceeds shall be disbursed as set forth in the
judgment of foreclosure or as required bylaw.
Even though foreclosure is commenced and diligently prosecuted in accordance with the Cit}~s
covenant of foreclosure, neither the City nor the Authority can be assured that, in the event such
foreclosure progresses to the point of a foreclosure sale, there will be any bidder for the subject parcel
or parcels. While the City presently believes that each of the parcels in the Fixed Rate Subject Area has
sufficient value to assure meaningful bidding at such foreclosure sale, there is no assurance that such
present value will not decline in the future, and neither the City nor the Authority is obligated to be a
bidder at such foreclosure sale. In the absence of any outside bidder, the foreclosure sale may not
produce money to the City in satisfaction of its foreclosure judgment from which to pay the principal of
or the interest on the Assessment Bonds (95-1) or Group One Bonds, as applicable. See "SPECIAL
RISK FACTORS."
Priority of Lien
The unpaid Fixed Rate Reassessments and each installment thereof and any interest and
penalties thereon constitute a lien against each of the respective parcels within the Fixed Rate Subject
Area until the same are paid. Such lien is subordinate to all special assessment or reassessment liens
previously imposed upon the same property, but has priority over all private liens and over all special
assessment or reassessment liens which may thereafter be created against the same property. However,
such lien will be on a parity with the lien of general property taxes and any special taxes imposed,
whether prior to the date hereof or in the future, against parcels within the Fixed Rate Subject Area
16
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pursuant to the Mello-Roos Community Facilities Act of 1982, as amended (the "Mello-Roos Act"), or
other applicable legislation. While there are no prior special assessment liens on any of the parcels of
land in the Fixed Rate Subject Area, there are liens for special taxes and the recurring lien for general
property taxes. See "THE FIXED RATE SUBJECT AREA -Estimated Direct and Overlapping
Debt" herein
[BOND INSURANCE
Concurrently with the issuance of the Series B Bonds, Financial Security Assurance Inc.
("Financial Securit}~') will issue its Municipal Bond Insurance Policy for the Series B Bonds (the
"Policy"). The Policy unconditionally guarantees the payment of that portion of the principal of and
interest on the Series B Bonds that has become due for payment, but shall be unpaid by reason of
nonpayment by the Authority. On the later of the day on which such principal and interest is due or on
the business day next following the business day on which Financial Security shall have received notice
by telephone or telecopy, subsequently confirmed in a signed writing, or written notice by registered or
certified mail, from an Owner of Series B Bonds, the Fiscal Agent or the Paying Agent (as defined in
the Policy), of the nonpayment of such amount by the Authority, Financial Security will disburse such
amount due on any Series B Bonds to the Fiscal Agent or the Paying Agent, for the benefit of the
Owners or, at the election of Financial Security, directly to each Owner, in either case upon receipt by
Financial Security in form reasonably satisfactory to it of (a) evidence of the Owner's right to receive
payment of the principal and interest that is due for payment and (b) evidence, including any
appropriate instruments of assignment, that all of such Owner's rights to payment of such principal and
interest shall be vested in Financial Security. The term "nonpayment" in respect of a Series B Bond
includes any payment of principal or interest that is insured by Financial Security made to an Owner of
a Series B Bond that has been recovered from such Owner pursuant to the United States Bankruptcy
Code by a trustee in bankruptcy in accordance with a final, nonappealable order of a court having
competent jurisdiction
The Policy is non-cancelable and the premium will be fully paid at the time of delivery of the
Series B Bonds. The Policy covers failure to pay principal of the Series B Bonds on their respective
stated maturity dates, or dates on which the same shall have been duly called for mandatory sinking
fund redemption, and not on any other date on which the Series B Bonds may have been called for
redemption, acceleration or other advancement of maturity, unless Financial Security shall elect, in its
sole discretion, to pay such principal due upon acceleration together with any interest accrued to the
date of acceleration, and covers the failure to pay an installment of interest on the stated date for its
payment. Payment by Financial Security of principal due upon acceleration and interest accrued to the
accelerated maturity date (to the extent unpaid by the Authority) shall fully discharge Financial
Serurit~s obligations under the Policy.
Financial Security may appoint a fiscal agent (the "Insurer's Fiscal Agent") for purposes of the
Policy by giving written notice to the Fiscal Agent specifying the name and notice address of the
Lisurer's Fiscal Agent. From and after the date of receipt of such notice by the Fiscal Agent and the
Paying Agent, (i) copies of all notices required to be delivered to Financial Security pursuant to the
Policy shall be simultaneously delivered to the Insurer's Fiscal Agent and to Financial Security and shall
not be deemed received until received by both and (ii) all payments required to be made by Financial
17
DOCSIAI-213774.3/4mhg03! 42081-2-WF.J-0820/97
Security under the Policy may be made directly by Financial Security or by the Insurer's Fiscal Agent
on behalf of Financial Security.
The Insurers Fiscal Agent is the agent of Financial Security only and the Irlsure~s Fiscal Agent
shall in no event be liable to Owners of the Series B Bonds for any acts of the Insurer's Fiscal Agent or
any failure of Financial Security to deposit or cause to be deposited Buff cient funds to make payments
due under the Policy.
Under the Policy, Financial Security will, to the extent permitted by applicable law, waive, only
for the benefit of the Owners of Series B Bonds, all rights and defenses that might otherwise have been
available to Financial Security to avoid payment of its obligations under the Policy in accordance with
its terms.
THE POLICY IS NOT COVERED BY THE PROPERTY/CASUALTY INSURANCE
SECURITY FUND SPECIFIIED IN ARTICLE 76 OF THE NEW YORK INSURANCE LAW.
Financial Security Assurance Inc.
Financial Security is a wholly owned subsidiary of Financial Security Assurance Holdings Ltd.
("Holdings"), a New York Stock Exchange listed company. Holdings is owned approximately 50% by
U S WEST Capital Corporation ("U S WEST"), 8% by Fund American Enterprises Holdings, Inc.
("Fund American"), and 6% by The Tokio Marine and Fire Insurance Co., Ltd. ("Tokio Marine"). U
S WEST is a subsidiary of U S WEST, Inc., which operates businesses involved in communications,
date solutions, marketing services and capital assets, including the provision of telephone services in 14
states in the Western and Midwestern United States. Fund American is a financial services holding
company whose principal operating subsidiary is one of the nation's largest mortgage servicers. Tokio
Marine is a major Japanese property and casualty insurance company. U S WEST has announced its
intention to dispose of its remaining interest in Holdings as part of its strategic plan to withdraw from
businesses not directly involved in telecommunications. Fund American has certain rights to acquire
and vote additional shares of Holdings from U S WEST and Holdings. No shazeholder of Holdings is
obligated to pay any debt to Financial Security or any claim under any insurance policy issued by
Financial Security or to make any additional contribution to the capital of Financial Security.
On December 20, 1995, Capital Guaranty Corporation ("CGC") merged with a subsidiary of
Holdings and Capital Guaranty Insurance Company ("CGIC"), CGC's principal operating subsidiary,
became a wholly owned subsidiary of Financial Security. CGIC was a financial guaranty insurer of
municipal bonds.
Financial Security is domiciled in the State of New York and is subject to regulation by the
State of New York Insurance Department. At September 30, 1995, Financial Securit~s total
policyholders' surplus and contingency reserves were approximately $495,030,000 and its total
unearned premium reserve was approximately $250,536,000 in accordance with statutory accounting
principles. At September 30, 1995, Financial Security's total shazeholdel's equity was approximately
$590,473,000 and its total net unearned premium reserve was approximately $216,931,000 in
accordance with generally accepted accounting principles.
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The financial statements of Financial Security included in, or as exhibits to, the following
documents, which have been filed with the Securities and Exchange Commission (the "Commission")
by Holdings, are hereby incorporated by reference in this Official Statement:
(a) Annual Report on Form 10-K for the year ended December 31, 1994, and
(b) Quarterly Reports on Form 10-Q for the periods ended March 31, 1995,
June 30, 1995 and September 30, 1995.
All financial statements of Financial Security included in documents filed by Holdings pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent
to the date of this Official Statement and prior to the termination of the offering of the Series B Bonds
shall be deemed to be incorporated by reference into this Official Statement and to be a part hereof
from the respective dates of filing such documents.
Copies of Financial Securit}rs financial statements and other information regarding Financial
Security are included in, or as exhibits to, documents filed by Holdings with the Commission and may
also be obtained from Financial Security by writing to Financial Security at 350 Park Avenue, New
York, New York 10022, Attention: Communications Department. Financial Securit}fs telephone
number is (212) 826-0100.
Financial Security's claims-paying ability is rated "Aaa" by Moody's Investors Service, Inc. and
"AAA" by Standard & Pool's Ratings Services. Such ratings reflect only the views of the respective
rating agencies, are not recommendations to buy, sell or hold securities and are subject to revision or
withdrawal at any time by such rating agencies.
The Policy does not protect investors against changes in market value of the Series B Bonds.
The market value of the Series B Bonds may be impaired as a result of changes in prevailing interest
rates, changes in applicable ratings or other causes.
Financial Security makes no representation regarding the Series B Bonds or the advisability of
investing in the Series B Bonds. Financial Security makes no representation regarding the Official
Statement, nor has it participated in the preparation thereof, except that F-lancial Security has provided
to the Authority the information presented under this caption for inclusion in the Official Statement.]
METHOD OF REASSESSMENT
The total amount of 95-1 Reassessments and Group One Reassessments levied in
Re~~ssessment District No. 95-1 and on the Group One Designated Parcels, respectively, was
established to be equal to the principal amount of the Assessment Bonds (95-1) and Group One Bonds,
respectively. Said amount of each reassessment was calculated for each of the individual parcels of
land within the Fixed Rate Subject Area in proportion to the unpaid existing assessment or
reassessment on each such parcel. The amount of each of the reassessments levied, identified by
reassessment number, is shown in the Reassessment Report for the Fixed Rate Subject Area, which
report is on file in the off ce of the Public Works Director of the City.
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THE FIXED RATE SUBJECT AREA
General
In legal proceedings concluded in 1986, the City established Assessment District No. 85-1
("AD. 85-1"), then comprised of 19 assessed parcels covering a total area of approximately 522 acres.
AD. 85-1 is bounded by the Santa Ana Freeway (Interstate 5), Browning Avenue, Leine Boulevard
and Jamboree Road. In legal proceedings concluded in 1988, the City established Assessment District
No. 86-2 ("A.D. 86-2" and together with AD. 85-1, the "Prior Districts"), then comprised of 56
assessed parcels covering a total area of approximately 2,260 acres, 1,440 of which were within the
City boundary and the remaining portion of which were located primarily in an unincorporated area of
the County (to the northeast of the City), with a small portion of A.D. 86-2 falling within the
southeastern border of the City of Orange. A.D. 86-2 is bounded by Irvine Boulevard, Tustin Ranch
Road, Santiago Canyon Road, and Jamboree Road. In August, 1986, the City issued $50,650,000
principal amount of variable rate improvement bonds for AD. 85-1, and in September, 1988, the City
issued $81,400,000 principal amount of variable rate improvement bonds for AD. 86-2. The proceeds
of both issues have been used to fund the design and construction of public improvements within the
Prior Districts, including streets and other traffic access and control facilities, drainage facilities, and
utility improvements.
The respective Indentures of Trust (collectively, the "Prior Indentures") pursuant to which the
variable rate improvement bonds of the Prior Districts (collectively, the "Prior Variable Rate Bonds")
were issued each provided for the conversion of a portion of the Prior Bonds to a fixed rate mode
(collectively, the "Prior Fixed Rate Bonds") upon the occurrence of certain events prescribed by the
Prior Indentures (primarily, the transfer to third parties of title to portions of the assessed property by
The Leine Company, the owner of substantially all of the assessed property at the time of issuance of
the Prior Variable Rate Bonds). The Prior Indentures and related legal documents for the Prior
Districts also provided for conversion to a fixed rate of the unpaid assessments on those certain parcels
(the "Prior Fixed Rate Parcels"), the conveyance of which caused the conversion of the subject portion
of the Prior Variable Rate Bonds into the Prior Fixed Rate Bonds. Reassessment District 95-1 consists
of all Prior Fixed Rate Parcels from the Prior Districts which had an unpaid reassessment. The 95-1
Reassessments are levied within Reassessment District No. 95-1 by the City Council under the
proceedings taken pursuant to Resolution No. 95-1, adopted by the City Council on November 11,
1995. Reassessment District No. 95-2 consists of all those parcels from the Prior Districts which had
an unpaid reassessment securing Prior Variable Rate Bonds that had not been so converted to Prior
Fixed Rate Bonds. The Group One Designated Parcels consist only of those parcels from
Reassessment District No. 95-2, the assessments on which are now being converted to fixed
assessments. The 95-2 Reassessments are levied on the parcels in Reassessment District No. 95-2 by
the City Council under the proceedings take pursuant to Resolution No. 96-10, adopted by the City
Council on January 15, 1996.
Of the $132,050,000 principal amount of Prior Variable Rate Bonds, $53,024,000 have been
converted to Prior Fixed Rate Bonds, of which $50,400,000 remained outstanding and were redeemed
on March 2, 1996 from the proceeds of sale of the Series A Bonds and other available funds.
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Status of Public Improvements Designated Parcels
The public improvements financed with the proceeds of the Prior Bonds are substantially
complete.
[The only remaining improvements necessary to enable the remaining undeveloped property in
the Fixed Rate Subject Area to be developed are in-tract improvements to certain specific parcels
which will be the responsibility of the developer of such specific parcel or parcels. Examples of such
in-tract improvements are local streets; curb, gutters and sidewalk; traffic control signage and striping;
street lights; landscaping; water distribution lines and appurtenances; sanitary sewer laterals, collection
lines and appurtenances; and underground gas, electric, telephone and cable television facilities.]
[With the exception of school facilities to be developed by the Tustin Unified School District,
no additional major infrastructure such as arterial streets, parks, fire stations, or libraries are required or
anticipated for the full development of the remaining undeveloped property in the Fixed Rate Subject
Area, and constriction of such school facilities is not a condition precedent to issuance of building
permits for any of such remaining undeveloped property in the Fixed Rate Subject Area.]
Location and Terrain of the Fixed Rate Subject Area
The City is located in central Orange County, about 40 miles southeast of Los Angeles and 80
miles north of San Diego. The City spans approximately 11.2 square miles and adjoins the cities of
Irvine, Orange and Santa Ana.
The combined area of the Prior Districts, of which the Fixed Rate Subject Area is a part, is
approximately 2,782 acres and is located along the east side of the City, extending generally in a
southwest-to-northeast band approximately 3/4ths of a mile wide, from the Santa Ana Freeway
(Interstate 5) to Santiago Canyon Road, a distance of approximately 6 miles. The Fixed Rate Subject
Area consists of approximately acres. The terrain is relatively flat, extending gently uphill
toward the northeast, and transitioning to gently rolling hills in the last mile.
Land Uses and Development Status
The following Table 1 illustrates the land use categories of the reassessed parcels in the Fixed
Rate Subject Area. As used in Table 1, the term "developed" means that at least one structure has
been constructed on the parcel, which has been assigned improvement assessed value by the County
Assessor. The developed portion of the reassessed property represents approximately 85% of the total
number of reassessed parcels and approximately 80% of the unpaid reassessments on the reassessed
property.
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TABLE 1
CITY OF TUSTIN
Fined Rate Subject Area
Parcel Totals For Each Modified Land Use
Sorted by Fined Rate Reassessment Amount
Total
Adjusted Reassessment % of Total Value-
Parcels Total Value Amount Reassessment to-Lien
Developed Residential
Undeveloped Residential
Developed Commercial
UndeveloQed Other
TOTALS~I~
~'~ May not add due to rounding.
Largest Landowners by Reassessment Amount
The following Table 2 illustrates the 12 largest landowners in the Fixed Rate Subject Area, as
measured by total reassessment amount levied on property owned by such landowner. All other
parcels in the Fixed Rate Subject Area are single family residences.
22
DOCSLAI-2 1 5 7743 /4mhg03! 42081-2-WE.l-08!20/97
Property Owner
Sanderson J Ray -Tustin
Irvine Apartment Communities
Bramalea California
Ballesteras Property Inc.
Irvine Co.
Irvine Company
Standard Pacific LP Ltd.
Sanyo Foods Corp of America
Salvation Army
California Pacific Homes
Donald L. Bren Co.
Corp. of Presiding Bishop
TOTALS
TABLE 2
CITY OF TUSTIN
Fixed Rate Subject Area
Top 12 Owners by Fixed Rate Reassessment Amount
1996/97
Total Total Assessed Proposed
Parcels Value Reassessment
Percent
Value of Total
to -Lien Reassessment
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Debt Service Coverage
The following Table 3 illustrates the estimated coverage for debt service on the Series A Bonds
and the Series B Bonds from Revenues, consisting of the debt service on the Fixed Rate Assessment
Bonds plus estimated interest earnings on the Reserve Fund for the Assessment Bonds (95-1) and the
Reserve Account for the Group One Bonds. In the event transfers from the Reserve Fund or the
Reserve Account become necessary as a result of default by the City in the payment to the Trustee, as
the registered holder of the Assessment Bonds (95-1) or the Group One Bonds, as the case may be, of
debt service on the Assessment Bonds (9501) or the Group One Bonds, there may be reduced or no
interest earnings on said Reserve Fund or Reserve Account.
TABLE 3
CITY OF TUSTIN
Fixed Rate Subject Area
Estimated Debt Service Coverage from Revenues~'~
Estimated Bond Estimated
Bond Year Revenues Debt Service Coverage
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
(1) Includes debt service on Series A Bonds and Series B Bonds.
Delinquency Ilistorv
As of 1997, the total delinquencies in the Fixed Rate Subject Area, from all
previous fiscal years were $ in separate parcels. Of the top taxpayers,
[Bramelea was delinquent in its second installment for 1995-96 totaling $59,125 on 70 parcels.
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DOCSLAI-215774.3/4mhg03! 42081-2-~'EJ-0880/97
Bramelea is currently in Chapter 11 bankruptcy.] The remaining delinquencies were individual
homes that were delinquent for a total of $ or approximately $ each.
[The majority of the delinquencies shown in the following table were from one parcel that was
delinquent for the four fiscal years from 1991-92 through 1994-95. The delinquency was
approximately $35,000 annually. The Leine Company has repurchased that property and cured all
prior delinquent Reassessment installments.] For fiscal year 1996-97 delinquencies through the April
10, 1997 tax payment date are %, down from 5.39% for fiscal year 1994-95.
The following Table 4 illustrates the historical assessment delinquency for parcels included in
the Fixed Rate Subject Area.
TABLE 4
CITY OF TUSTIN
Fixed Rate Subject Area
Assessment Installment Delinquencies
for Fiscal Years 1990/91 through 1996/97
Fiscal Parcels Parcels Dollars Dollars % of Dollars
Year Levied Delinquent Levied Delinquent Delinquent
1990-91 1,979 0 $3,570,645.34 $ 0 0.00%
1991-92 2,826 3 4,388,590.30 77,063 1.76
1992-93 2,835 6 4,358,011.48 74,168 1.70
1993-94 3,288 21 4,991,716.82 91,040 1.82
1994-95 3,613 232 5,377,822.60 290,077 5.39
1995-96
1996-97
Estimated Value-to-Lien Ratios
As of 1997, there were approximately separate parcels in the Fixed
Rate Subject Area, both developed and undeveloped. These parcels (including improvements, where
developed) had a total assessed value of $ Total Fixed Rate Reassessments of
$ have been levied in the Fixed Rate Subject Area. This provides anover-all value-to-lien
ratio of
The following Table 5 illustrates the breakdown, by category of value-to-lien range, of the total
number of parcels and the corresponding total Fixed Rate Reassessment amounts attributable thereto.
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DOCSLAI-215774.3/4mhg03! 42081-2-WEJ-08!20/97
TABLE 5
CITY OF TUSTIN
Fixed Rate Subject Area
District Totals by Value-to-Lien
Value-to-Lien
30:1 and Above
25:1 - 29.99:1
20:1 - 24.99:1
15:1 - 19.99:1
10:1 - 14.99:1
5:1 - 9.99:1
3:1 - 4.99:1
1:1 - 2.99:1
Less than 0.99:1
TOTAL
No. of 1996/97 Proposed Series B
Parcels Total Value«'~l Reassessment % of Total
c~~ [Assumes a revised land value of 58,269,000 for Tustin Ranch Plaza based on the sale from The Irvine
Company and a revised structure value of 57,103,920 based on the building permit value. Also assumes a
revised structure value of 530,416,000 for Irvine Apartment Communities based on the building permit value.)
Neither the value-to-lien calculations nor the total reassessment amounts include parity
obligations for CFD No. 88-1 and for general property taxes.
Direct and Overlappin>? Debt
Community Facilities District No. 88-1
The Tustin Unified School District has formed its Community Facilities District No. 88-1
("CFD No. 88-1") pursuant to the Mello-Roos Act, encompassing a major portion of the land within
the Reassessment District, to provide financing for school facilities. CFD No. 88-1 initially authorized
the issuance of bonded debt (the "Mello-Roos Bonds") in the amount of $103 million and the levy of
special taxes against the property in CFD No. 88-1 to pay for debt service on the Mello-Roos Bonds,
for certain costs of providing school facilities and sites, and for related incidental expenses. CFD No.
88-1 has since reduced the initial authorization of Mello-Roos Bonds to $63,000,000. CFD No. 88-1
has issued $24,405,000 of the Mello-Roos Bonds pursuant to such authorization. The lien securing
payment of the special taxes to be levied from year to year upon the parcels within CFD No. 88-1 will
be on a parity with the lien securing payment of the Fixed Rate Reassessments. See "SECURITY
FOR THE BONDS -Priority of Lien" herein.
Property within CFD No. 88-1 for which no building permit has been issued is, for purposes of
the speaal tax formula, determined to be undeveloped property. The minimum annual special tax that
may be levied on undeveloped property for fiscal year 1997-98 in CFD No. 88-1 is $142.33 per acre;
26
DOCS[A1-215774.3/4mhg03! 42081-2-WEJ-08/20/97
the maximum annual special tax that may be levied on undeveloped property is $163.88 per acre.
Residential property within CFD No. 88-1 for which a building permit has been issued is, for purposes
of the special tax formula, determined to be developed property. The special tax on developed
property within CFD No. 88-1 is a function of the density of the development. Based on current
development plans, the minimum special tax that may be levied in any particular year on residential
units within the Fixed Rate Subject Area is $377.18 per unit for fiscal year 1997-98, increasing to
$392.26 per unit for fiscal year 1998-99, with an annual four percent escalation if required. The final
maturity on the Mello-Roos Bonds is September 1, 2017. Based on current development plans, the
maximum special tax that maybe levied in any particular year on residential units within the Fixed Rate
Subject Area is $1,221.06 per unit for fiscal year 1995-96, increasing to $1,269.90 per unit for fiscal
yeazs 1998-1999 through 2017-2018.
The special tax formula for CFD No. 88-1 specifies that for each year through and including
fiscal yeaz 1998-1999, the special tax will be levied at a rate no lower than the minimum special tax.
The special tax formula specifies that, for fiscal years 1999-2000 and thereafter, subject to the
exceptions stated therein, the special tax will be levied only in an amount necessary to insure payment
of debt service on the outstanding Mello-Roos Bonds issued through fiscal yeaz 1999-2000.
Commencing in fiscal year 1999-2000, the special tax will be levied on undeveloped land only to the
extent that sufficient funds are not generated through the maximum special tax levy on developed
property and may not exceed $170.23 per acre. Because the amount of the special tax levy on a
particulaz parcel in CFD No. 88-1 in any year will vary not only based on the status of the remaining
parcels as developed or undeveloped property, but also based on the density of the remaining parcels
that aze developed property, such parcel's proportionate share of the obligations of CFD No. 88-1
cannot be determined with certainty prior to development of all of the property in CFD No. 88-1.
Prior to such time, the most meaningful figure for ascertaining the burden that may be imposed on a
parcel in any year for CFD No. 88-1 obligations is probably the amount of the maximum special tax
that may be levied on such parcel.
The City cannot predict the extent to which CFD No. 88-1 will issue its authorized but
currently unissued debt, the timing of any such issuance or the effect that the issuance of any such debt
may have on the ratio of the total direct and overlapping debt to the appraised value of the Fixed Rate
Subject Area at the time the debt is issued.
Irvine Ranch Water District
As shown on Table 6, the Irvine Ranch Water District "IRWD") has created two improvement
districts, I.D. No. 105 and I.D. No. 250 (collectively, the "IRWD Improvement Districts"), that
overlap the Reassessment District. IRWD has sold bonds on behalf of I.D. No. 105 to provide
regional and local water supply, storage, transmission and distribution facilities to serve residential and
commercial development in such improvement districts. IRWD has sold bonds on behalf of I.D. No.
250 to provide reclaimed water supply and sewage collection, treatment and disposal facilities for
residential and commercial development within such improvement districts. In addition to the
outstanding bonded debt of $109,533,538 reflected on the following schedule, the two IItWD
Improvement Districts have a total of $349,620,000 in authorized but unissued bonded debt. The
Fixed Rate Subject Area's share of outstanding debt of the two IRWD Improvement Districts is
approximately $ .The Fixed Rate Subject Area's share of the authorized but unissued
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DOCSIAI-215774.3/4mhg03! 42081-2-WFJ-08/20/97
debt of the two IRWD Improvement Districts is approximately $ The IRWD
Lnprovement Districts' Bonds are general obligation bonds payable from ad valorem taxes; the amount
of the tax levy on each parcel is based on the assessed valuation of the land only. I~ as property is
developed and sold within the Fixed Rate Subject Area, and the assessed valuation of such parcels
increases disproportionately to other parcels in the IRWD Improvement Districts, then such parcels'
share of the debt of the IRWD Improvement Districts would increase.
The City cannot predict the amount of authorized but unissued bonds for the IRWD
Improvement Districts that will ultimately be issued by IRWD, nor can it predict when such debt would
be issued or the debt service payments thereon.
Estimated Debt
Set forth in Table 6 is the existing authorized indebtedness payable from taxes and assessments
that may be levied on property within the Fixed Rate Subject Area. No additional Fixed Rate
Assessment Bonds can be issued upon the security of the unpaid Fixed Rate Reassessments for the
Fixed Rate Subject Area. However, other public agencies may issue additional indebtedness on
property within the Fixed Rate Subject Area at any time. See "SECLJRTI'Y FOR THE SERIES B
BONDS -Priority of Lien."
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TABLE 6
CITY OF TUSTIN
Fixed Rate Subject Area
Direct and Overlapping Debt
1997-98 Assessed Valuation: $
DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT: % Applicable Debt
Orange County
Orange County Flood Control District
Metropolitan Water District
Irvine Ranch Water District, I.D. # 105
Irvine Ranch Water District, I.D. #250
City of Tustin
City of Tustin Reassessment District #1995-1
Tustin Unified School District Community Facilities District #1988-1
TOTAL DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT
OVERLAPPING LEASE OBLIGATION DEBT:
Orange County General Fund Obligations
Orange County Pension Obligations
Orange County Teeter Plan Obligations
Orange County Transit Authority
Municipal Water District of Orange County Water Facilities Corporation
Saddleback Community College District Certificates of Participation
City of Tustin Water Corporation
Irvine Ranch Water District Certificates of Participation
Orange County Water District Certificates of Participation
Orange County Sanitation District #14 Certificates of Participation
TOTAL GROSS OVERLAPPING LEASE OBLIGATION DEBT
Less: Orange County Transit Authority (80%self-supporting)
Municipal Water District of Orange County Water Facilities
Corporation
City of'I~lstin Water Corporation
Orange County Water District Certificates of Participation
TOTAL NET OVERLAPPING LEASE OBLIGATION DEBT
Ratios to Assessed Valuation
Direct Debt .............................................................................................
Total Direct and Overlapping Tax and Assessment Debt .........................%
Combined Gross Debt ($) ........................................................................%
Combined Net Debt ($) ...........................................................................%
STATE SCHOOL BUILDING AID REPAYABLE AS OF 6/30/97: $0
Source: California Municipal Statistics, Inc.
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Status of Development
Existing and active planned development within the Fixed Rate Subject Area, along with a
description of each of the developers actively developing at the present time within the Fixed Rate
Subject Area, is set forth below.
EXCEPT AS OTHERWISE INDICATED, THE OWNERS OF THE PROPERTY WITHIN
THE FD~D RATE SUBJECT AREA HAVE PROVIDED THE FOLLOWING INFORMATION
REGARDING OWNERSHIP AND PLANNED DEVELOPMENT OF FIXED RATE SUBJECT
AREA NO ASSURANCE CAN BE GIVEN THAT THE PLANNED DEVELOPMENT WILL
OCCUR OR THAT THE PLANNED DEVELOPMENT WII.L OCCUR IN A TIMELY MANNER
NO REPRESENTATION IS MADE AS TO THE ACCURACY OR ADEQUACY OF SUCH
INFORMATION PROVIDED BY THE PROPERTY OWNERS.
The Irvine Company. The Irvine Company (the "Irvine Company") [describe ownership status
within Fixed Rate Subject Area], and has sold most of the parcels in the Fixed Rate Subject Area to
various merchant builders. The Fixed Rate Reassessments are not personal obligations of the Irvine
Company or any other owner of the parcels in the Fixed Rate Subject Area, and neither the Irvine
Company nor any such other owner is obligated in any manner to continue to own any of such parcels
it presently owns.
The Irvine Company is an integrated real estate firm engaged in the development of large-scale
residential communities and commercial business centers on the Irvine Ranch in the County. The
Irvine Company owns 93 income-producing projects which include retail, office, industrial, hotel, golf
course, and marina properties, malting it one of the largest private real estate owners in the Unites
States. The Irvine Company also owns 54,600 contiguous acres of land on the Irvine Ranch with the
necessary entitlements to provide for another generation of housing and commercial development. The
Irvine Company's business strategy is to convert its land holdings and earnings into commercial
properties for long-term ownership.
[Describe any plans of The Irvine Company regarding development of property in Fixed Rate
Subject Area]. The Irvine Company's development plan for parcels in the Fixed Rate Subject Area is
and has been to develop the parcels to the stage of completed merchant builder pads. Except in certain
cases, the Leine Company has no intention to develop, and will not have any responsibility for
developing any parcels in the Fixed Rate Subject Area, beyond the stage of completed merchant builder
pads. Except in certain cases, any such development of such completed merchant pads will be
undertaken only by the persons or entities purchasing from the Leine Company.
Lewis Homes. Lewis Homes owns approximately 35.54 acres within the Fixed Rate Subject
Area which are approved for construction of 171 single family detached residential units for sale to
homebuyers, in a development known as "El Dorado." As of 1997, according to City
records, the City had issued 85 building permits for construction of homes included in the El Dorado
development. According to Lewis Homes, 4 model units are open, 64 homes have been sold to
homebuyers and 42 of such sales have closed escrow.
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Lewis Homes reports that the homes are currently planned to range from 2,300 to 3,000
square feet and to sell at prices ranging from $271,000 to $355,000.
[Describe Lewis Homes entity]
Greystone Homes. Greystone Homes ("Greystone") owns approximately 12.73 acres within
the Fixed Rate Subject Area which are approved for construction of 65 single family detached
residential units for sale to homebuyers, in a development known as "La Montana." As of
1997, according to City records, the City had issued _ building permits for construction of homes
included in the La Montana development, and construction of 36 units has been completed. According
to Greystone, 3 model units are open, _ homes have been sold to homebuyers and _ of such sales
have closed escrow.
Greystone reports that the homes are currently planned to average approximately 2,500 square
feet and to sell at prices ranging from $282,000 to $326,000.
[Describe Greystone entity].
Kaufman & Broad. Kaufman & Broad ("K&B") owns approximately 9.07 acres within the
Fixed Rate Subject Area which are approved for construction of 71 single family detached residential
units for sale to homebuyers, in a development known as "Estrella." As of 1997,
according to City records, the City had issued _ building permits for construction of homes included
in the Estrella development, and construction has commenced but not yet been completed.
K&B reports that the homes are currently planned to range from 1,315 square feet to 1,879
square feet, and to sell at prices ranging from $203,000 to $240,000.
[Describe K&B entity].
Reilly Homes. Reilly Homes ("Reilly") owns approximately 14.01 acres within the Fixed Rate
Subject Area which are approved for construction of 282 condominium units for sale to homebuyers,
in a development known as "Venturanza del Verde." As of 1997, according to City
records, the City had issued _ building permits for construction of condominiums included in the
Venturanza del Verde development, and construction has been completed with respect to 64 of those
units.
Reilly reports that the homes are currently planned to range from _ square feet to
square feet, and to sell at prices ranging from $ to $
[Describe Reilly entity].
Catellus Residential Group. Catellus Residential Group ("Catellus") owns approximately
23.73 acres within the Fixed Rate Subject Area which are approved for construction of 122 single
family detached residential units for sale to homebuyers, in a development known as "V'idorra." As of
1997, according to City records, the City had issued _ building permits for
construction of the homes included in the Vdor,a development, and but no construction has been
completed with respect to those homes.
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Catellus reports that the homes are currently planned to range from _ square feet to
square feet, and to sell at prices ranging from $ to $
[Describe Catellus entity].
Standard Pacific. Standard Pacific ("SP") owns approximately 79.94 acres within the Fixed
Rate Subject Area which are approved for construction of 67 single family detached residential units
for sale to homebuyers, in a development known as "San Marcos." As of 1997,
according to City records, the City had issued _ building permits for construction of the homes
included in the San Marcos development, and construction has been completed with respect to 30 of
those homes.
SP reports that the homes are currently planned to range from _ square feet to square
feet, and to sell at prices ranging from $ to $
[Describe SP entity].
Lennar Homes. Lennar Homes ("Lennar") owns approximately 27.74 acres within the Fixed
Rate Subject Area which are approved for construction of 97 single family detached residential units
for sale to homebuyers, in a development known as "Sorrento." As of , 1997, according to
City records, the City had issued _ building permits for construction of the homes included in the
Sorrento development, and construction has been completed with respect to 27 of those homes.
Lennar reports that the homes are currently planned to range from _ square feet to
square feet, and to sell at prices ranging from $ to $
[Describe Lennar entity].
California Pacific. California Pacific ("Cal Pac"), operating as a fee builder for the Irvine
Company, owns approximately acres within the Fixed Rate Subject Area which are approved for
construction of single family detached residential units for sale to homebuyers, in a development
known as "Valencia." As of 1997, according to City records, the City had issued
building pernuts for construction of the homes included in the Valencia development, and construction
has been completed with respect to _ of those homes.
Cal Pac reports that the homes are currently planned to range from
square feet, and to sell at prices ranging from $ to $
[Describe Cal Pac entity].
square feet to
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The table below summarizes certain information regarding the planned residential development
that is currently under construction in the Fixed Rate Subject Area:
TABLE 8
CITY OF TUSTIN
Fixed Rate Subject Area
Active Planned Residential Development
Density and Selling Price
Assessment
Number Builder
Total Building
Planned Designated Permits
Units Parcels Issued
Total
Units Average
Sold Selling Price
Total
The majority of the parcels owned by the merchant builders describe above are vacant. The
above description of development is based on information provided to the by the merchant builders
referred to above. Except to the limited extent indicated above, neither such merchant builders nor any
other purchaser or potential purchaser of any portion of the Fixed Rate Subject Area has provided the
City with any information about its development plan, its financing for such plan, its experience or its
abilities, nor have such merchant builders or any other such purchaser or potential purchaser
participated in any other way in the issuance of the Group One Bonds or the Series B Bonds.
Furthermore, the City has not made, and will not make, any investigation of such merchant builders or
any other purchaser or potential purchaser of portions of the property within the Fixed Rate Subject
Area Therefore, no representation is made herein as to the experience, abilities or financial resources
of such merchant builders or any other such purchasers or potential purchasers or as to the likelihood
that such merchant builders or any other such purchasers or potential purchasers will be successful in
developing the purchased portions of the Fixed Rate Subject Area Purchasers of the Series B Bonds
should not assume that such merchant builders or any other persons or entities that purchase portions
of the Fixed Rate Subject Area from the Irvine Company will have the experience, abilities or financial
resources necessary to successfully develop such property beyond the stage of development reached by
the Irvine Company.
SPECIAL RISK FACTORS
The following information should be considered by prospective investors in evaluating the
Series B Bonds. However, it does not purport to be an exhaustive listing of the risks and other
considerations which may be relevant to an investment in the Series B Bonds. In addition, the order in
which the following information is presented is not intended to reflect the relative importance of any
such risks. If any risk factor materializes to a sufficient degree, it alone could delay or preclude
payment of principal of or interest on the Series B Bonds or both.
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The Series B Bonds are Limited Obligations of the Authority
Funds for the payment of the principal of and the interest on the Series B Bonds are ultimately
derived only from annual Fixed Rate Reassessment installments. While a modest coverage factor has
been established in structuring the annual Fixed Rate Reassessment amounts (see "THE FIXED RATE
SUBJECT AREA -Debt Service Coverage -TABLE 6" herein), the amount of annual Fixed Rate
Reassessment installments that are collected by the City could be insufficient to pay principal of and
interest on the Series B Bonds due to non-payment of such annual Fixed Rate Reassessment
installments levied or due to insufficient proceeds received from a judicial foreclosure sale of land
within the Fixed Rate Subject Area following delinquency. The City's legal obligations with respect to
any delinquent Fixed Rate Reassessment installments are limited to (l) payments from the Reserve
Fund or Reserve Account (depending on the location of the delinquent parcel) to the extent of funds on
deposit therein, and (2) the institution of judicial foreclosure proceedings with respect to any parcels
for which the Fixed Rate Reassessment installment is delinquent (see "SECURITY FOR THE SERIES
B BONDS -Covenant for Superior Court Foreclosure" herein). The City has determined that it will
not obligate itself to advance funds from its treasury to cover any delinquency on the Fixed Rate
Reassessments or payments on the Fixed Rate Assessment Bonds. The Series B Bonds cannot be
accelerated in the event of any default.
The Reassessments are Not Personal Obligations of the Property Owners
Under the provisions of the Act, Fixed Rate Reassessment installments will be billed to the
owner of each parcel in the Fixed Rate Subject Area against which there is an unpaid Fixed Rate
Reassessment, such billing to be made on the regular properly tax bills sent to such owners. Such
Fixed Rate Reassessment installments are due and payable at the same time and bear the same late
charges and penalties as for non-payment of regular property tax installments.
The obligation to pay Fixed Rate Reassessment installments does not constitute a personal
obligation of the current or subsequent owners of the respective parcels which are subject to the Fixed
Rate Reassessment liens. Enforcement of the payment obligation by the City is limited to judicial
foreclosure in the Orange County Superior Court pursuant to Sections 8830 and following of the
California Streets and Highways Code. There is no assurance that any current or subsequent owner of
a parcel subject to a Fixed Rate Reassessment lien will be able to pay the Fixed Rate Reassessment
installments or that such owner will choose to pay such installments even though financially able to do
so.
The Assessment Bonds are Limited Obligations of the City
The obligation of the City, as issuer of the Fixed Rate Assessment Bonds, to advance the
amount of delinquencies to the Trustee, as the registered holder of the Assessment Bonds, is strictly
limited to funds on deposit in the Reserve Fund or Reserve Account established and held by the City
pursuant to the respective Fiscal Agent Agreements. Pursuant to Section 8769 of the California
Streets and I-fighways Code, the City has expressly elected not to obligate itself to advance available
funds from the Cit}fs treasury to make up deficiencies in the amount of Fixed Rate Reassessment
installments collected.
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Sustained failure by property owners to pay Fixed Rate Reassessment installments when due,
combined with depletion of the Reserve Fund or Reserve Account, or both, and the inability of the City
to sell parcels which have become subject to judicial foreclosure proceedings for amounts sufficient to
cover the delinquent Fixed Rate Reassessment installments, will most likely result in the inability of the
City to make full or punctual payments of interest on or principal of the Assessment Bonds (95-1) or
the Group One Bonds, or both, which could result in a default on the Fixed Rate Bonds.
Banluvptcy and Foreclosure Delays
The payment of Fixed Rate Reassessment installments and the ability of the City to foreclose
the lien of a delinquent Fixed Rate Reassessment is normally delayed by and may be limited in other
ways by bankruptcy, insolvency, or other laws generally affecting creditors' rights or by State law
relating to judicial foreclosure. In addition, the prosecution of a judicial foreclosure may be delayed
due to congested local court calendars or procedural delays.
The various legal opinions to be delivered concurrently with the delivery of the Series B Bonds
('including Bond Counsel's approving legal opinion) will be qualified as to the enforceability of the
various legal instruments, including the Series B Bonds, by bankruptcy, reorganization, insolvency or
other similar laws affecting the rights of creditors generally.
Although bankruptcy proccedings would not cause the Reassessments to become extinguished,
bankruptcy of a property owner could result in a delay in prosecuting judicial foreclosure proceedings
and could result in delinquent Fixed Rate Reassessment installments not being paid in full. Such a
delay would increase the likelihood of a delay or default in payment of the principal of and interest on
the Series B Bonds.
The City's ability to enforce the lien of a Fixed Rate Reassessment installment and to foreclose
the lien of a delinquent Fixed Assessment Installment, is limited with regard to properties in which the
Internal Revenue Service, the Drug Enforcement Agency, Federal Deposit Insurance Corporation (the
"FDIC") or other similar federal government agencies has or obtains an interest.
On June 4, 1991, the FDIC issued a Statement of Policy Regarding the Payment of State and
Local Property Taxes (the "Policy Statement"). The Policy Statement provides that the FDIC intends
to pay its property tax obligations as they come due and to pay claims for delinquencies as promptly as
is consistent with sound business practice and the orderly administration of the institution's affairs. It
may decline to pay property tax claims in situations where abandonment of its interest in the property is
appropriate. The Policy Statement also provides that real property owned by the FDIC is subject to
state and local real property taxes if those taxes are assessed according to the property's value, but that
the FDIC is immune from real property taxes assessed on other bases. The Policy Statement further
provides that:
"If any property taxes (including interest) on FDIC owned property are secured by a valid lien
Cin effect before the property became owned by the FDIC), the FDIC will pay those claims. With
respect to property not owned by the FDIC, but in which the FDIC has a lien interest, any property
taxes including interest) secured by a valid lien with priority over the FDIC's lien interest will be paid.
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However, if abandonment of its interest in the property is appropriate, the FDIC may elect not to pay
such claims."
The Policy Statement is unclear as to whether taxes such as the Fixed Rate Reassessment
levied by the City are considered to be "real property taxes" which are intended to be paid. Moreover,
the Policy Statement provides that, with respect to parcels owned by the FDIC or in which the FDIC
holds a mortgage lien, it will not permit a foreclosure by a taxing authority without its specific consent
and will not pay or recognize liens for any penalties, fines or similar claims imposed for the nonpayment
of taxes, whether arising before or after acquisition of the parcel in question, nor will it pay attorneys'
costs incurred by a taxing authority or other person in pursuing a tax claim.
The City is unable to predict what effect the application of the Policy Statement would have in
the event of a delinquency with respect to a parcel in the Fixed Rate Subject Area in which the FDIC
has an interest, although prohibiting the lien on the FDIC-owned property to be foreclosed on at a
judicial foreclosure sale would likely reduce the number of or eliminate the persons willing to purchase
such a parcel at a foreclosure sale. Owners of the Series B Bonds should assume that the City will be
unable to foreclose on any parcel in the Fixed Rate Subject Area owned by the FDIC. Such an
outcome would cause a draw on the Reserve Fund or Reserve Account and perhaps, ultimately, a
default in payment of the Series B Bonds. The City has not undertaken to determine whether the
FDIC currently has, or is likely to acquire, any interest in any of the parcels in the Fixed Rate Subject
Area, and therefore expresses no view concerning the likelihood that the risks described above will
materialize while the Series B Bonds are outstanding.
Existence of Undeveloped Proae
Approximately % of the Fixed Rate Reassessments are secured by liens on undeveloped
property, and the average value-to-lien ratio for such undeveloped property is :1 (see "THE
FIXED RATE SUBJECT AREA -Development Status -TABLE 1" herein). The undeveloped
property consists primarily of subdivided lots which are owned by developers or merchant builders
who intend to develop the property for single family residential use (see "THE FIXED RATE
SUBJECT AREA -Zoning Classifications for Undeveloped Property -TABLE 3" herein). There may
be subsequent transfers of ownership of the undeveloped property prior to completion of development.
Failure of the owners of undeveloped property to pay the Fixed Rate Reassessment installments when
due could result in a default in the payments of principal of and interest on the Assessment Bonds (95-
1) or the Group One Bonds, which could result in the inability of the Authority to make payments of
the principal of and interest on the Series B Bonds.
Price Realized Uaon Foreclosure
Section 8832 of the California Streets and Highways Code (the "Streets and Highways Code")
prescribes the minimum price (the "Minimum Price") at which property may be sold in a judicial
foreclosure resulting from delinquencies on reassessment installments. The Minimum Price is the
amount equal to the delinquent installments of principal and interest of the reassessment, together with
all interest, penalties, costs, fees, charges and other amounts more fully detailed in said Section 8832.
However, Section 8836 of the Streets and Highways Code provides that the court may authorize a sale
a less than the Minimum Price if the court makes certain determinations, based on the evidence
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introduced at the required hearing, which evidence must establish that no ultimate loss will result to the
Bondholders or that no other remedy is acceptable and at least 75% of the Bondholders' consent.
The Fixed Rate Reassessment lien upon property sold pursuant to this procedure at a lesser
price than the Muumum Price shall be reduced by the difference between the Minimum Price and the
actual sale price. In addition, the court shall permit participation by the Authority, as owner of all of
the Fixed Rate Assessment Bonds, in its consideration of the petition as necessary to it determination.
Reference should be made to Section 8836 for the complete presentation of this provision.
If foreclosure proceedings do not result in full collection of delinquent Fixed Rate
Reassessments, it is possible that owners of the Series B Bonds may not receive payment of principal
of or interest on the Series B Bonds.
Uncertainties of Future Development
The motivation of the present or future owners of the undeveloped property in the Fixed Rate
Subject Area may be diminished in the event significant delays are experienced in development efforts.
However, further development of the lands located in the Fixed Rate Subject Area may be affected by
changes in general economic conditions, fluctuations in the real estate market, changes in the
ownership of the land, and other factors. In addition, any proposed development is subject to existing
and future federal, state and local regulations. Approval may be required from various public agencies
in connection with the design, nature and extent of the required public improvements, or such matters
as land use and zoning. Failure to meet any such future regulations or obtain any such approvals in a
timely manner could delay or adversely affect any proposed development of the parcels of land in the
Fixed Rate Subject Area.
The land within the Fixed Rate Subject Area is subject to a number of contingencies which
could slow or prevent future development of the undeveloped land. Consequently, no assurance can
be given that such development will be partially or fully completed, and in assessing the investment
quality of the Series B Bonds, prospective purchasers should evaluate the risks of noncompletion,
including but not limited to the following.
(1) First, undeveloped land is less valuable than such land in a developed condition and
provides less valuable security to the Series B Bondowners should it be necessary for the City to
foreclose due to the nonpayment of Fixed Rate Reassessment installments which secure the Fixed
Rate Assessment Bonds.
(2) Second, if much of the land in the Fixed Rate Subject Area remains undeveloped,
the number of likely purchasers at a foreclosure sale, in the event the City forecloses the lien of
delinquent unpaid Fixed Rate Reassessment installments, is likely to be reduced.
(3) Third, in addition to potentially reducing the ability and willingness of the
landowners to pay Fixed Rate Reassessment installments, a slowdown of the economic
development process in the region could adversely affect land values and reduce the proceeds
received at a foreclosure sale in the event Fixed Rate Reassessment installments are not paid
when due.
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There can be no assurance that land development operations within the Fixed Rate Subject
Area will not be adversely affected by future governmental policies, including, but not limited to,
governmental policies to restrict or control development.
Any event that significantly impacts the ability to develop land in the Fixed Rate Subject Area
may cause the property values on undeveloped property to decrease substantially from the assessed
values set forth herein and could affect the willingness and ability of the owners of the undeveloped
property to pay the Fixed Rate Reassessment installments when due.
Direct and Overlapping Indebtedness
The ability or willingness of an owner of land within the Fixed Rate Subject Area to pay Fixed
Rate Reassessment installments could be affected by the imposition of other taxes and assessments
imposed upon the land. In addition, other public agencies whose boundaries overlap those of the Fixed
Rate Subject Area could, without the consent of the City or the Authority, and in certain cases without
the consent of the owners of the land within the Fixed Rate Subject Area, impose additional taxes or
assessment liens on the property within the Fixed Rate Subject Area to finance public improvements or
services to be located or provided inside of or outside of the Fixed Rate Subject Area. A statement of
direct and overlapping indebtedness on land within the Fixed Rate Subject Area is included herein
under the heading "FIXED RATE SUBJECT AREA -Estimated Direct and Overlapping Debt -
TABLE 6".
Earthquakes
The land azea comprising the Fixed Rate Subject Area is subject to unpredictable seismic
activity. The occurrence of seismic activity in or around the Fixed Rate Subject Area could result in
substantial damage to properties in the Fixed Rate Subject Area, which, in turn, could substantially
reduce the value of such properties and could affect the willingness or ability of the properly owners to
pay their Reassessment installments when due.
Drought Conditions
California has recently experienced drought conditions, although rainfall in recent years has
terminated the drought conditions throughout the State. Water service within the Fixed Rate Subject
Area is provided by the Irvine Ranch Water District. While IRWD currently anticipates being able to
supply water for existing and new development within its service area for the foreseeable future, there
can be no assurance that any renewal of drought conditions will not adversely affect 1RWD's ability to
do so. Such failure could adversely affect the financial condition of the property owners and could
slow or halt development efforts, thereby adversely affecting the willingness or the ability of the owners
of undeveloped property to pay their Fixed Rate Reassessment installments when due.
Land Values
The value of land within the Fixed Rate Subject Area is an important factor in evaluating the
investment quality of the Fixed Rate Bonds. In the event that a property owner defaults in the payment
of a Fixed Rate Reassessment installment, the City's only remedy is to judicially foreclose on that
property. Prospective purchasers of the Series B Bonds should not assume that the property within the
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Fixed Rate Subject Area could be sold for the assessed amount described herein at a foreclosure sale
for delinquent Reassessment installments or for an amount adequate to pay delinquent Reassessment
installments.
The property values set forth in the various tables herein are the property values determined by
the County Assessor for property tax purposes. These assessed value detenalinations may be subject to
an appeal by the property owner. Assessment appeals are annually filed with the County Assessment
Appeals Board for a hearing and resolution. At the time of filing, applicants are required to estimate an
opinion of value. The resolution of an appeal may result in a reduction to the County Assessors
original taxable value and a tax refund to the applicant/property owner. Any reduction in assessed
taxable values of property within the Fixed Rate Subject Area would have an adverse impact on the
value-to-lien ratios discussed in the tables herein.
The actual market value of the property is subject to future events such as downturn in the
economy, occurrences such as earthquakes, droughts or floods or other events, all of which could
adversely impact the value of the land in the Fixed Rate Subject Area which is the security for the Fixed
Rate Assessment Bonds which secure the Series B Bonds. As discussed herein, many factors could
adversely affect property values or prevent or delay land development within the Fixed Rate Subject
Area.
Hazardous Substances
The market value of the property in the Fixed Rate Subject Area is subject to diminution upon
the future release or discovery thereon of a hazardous substance. In general, the owners and operators
of a parcel may be required by law to remedy conditions relating to releases or threatened releases of
hazardous substances. The federal Comprehensive Environmental Response, Compensation and
Liability Act of 1980, sometimes refer: ed to as "CERCLA" or "Superfund Act", is the most well
known and widely applicable of these laws, but California laws with regard to hazardous substances are
also stringent and similar. Under many of these laws, the owner (oc operator) is obligated to remedy a
hazardous substance condition of property whether or not the owner (or operator) had anything to do
with creating or handling the hazardous substance. The effect therefore, should any of the parcels be
affected by a hazardous substance, is to reduce the marketability and value by the costs of remedying
the condition, because the purchaser, upon becoming owner, will become obligated to remedy the
condition just as is the seller.
The value of the property within the Fixed Rate Subject Area, as set forth in the various tables
herein, does not reflect the presence of any hazardous substance or the possible liability of the owner
(or operator) for the remedy of a hazardous substance condition of the property. Neither the Authority
nor the City has independently verified, and neither is aware, that the owner (or operator) of any of the
parcels within the Fixed Rate Subject Area have such a current liability with respect to any such parcel.
However, it is possible that such liabilities do currently exist and that neither the Authority nor the City
is aware of them.
Further, it is possible that liabilities may arise in the future with respect to any of the land within
the Fixed Rate Subject Area resulting from the existence, currently, of a substance presently classified
as hazardous but which has not been released or the release of which is not presently threatened, or
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may arise in the futwe resulting from the existence, currently, on the parcel of a substance not presently
classified as hazardous but which may in the future be so classified. Further, such liabilities may arise
not simply from the existence of a hazardous substance but from the method of handling it. All of
these possibilities could significantly adversely affect the value of a parcel and the willingness or ability
of the owner of arty parcel to pay the Reassessment installments when due.
Endangered and Threatened Species
There is no known presence of any endangered or threatened species of animal or plant life
within the area of the Fixed Rate Subject Area. Future discovery of any endangered or threatened
species could delay or halt further development of the undeveloped property in the Fixed Rate Subject
Area.
Cumulative Burden of Paritv Taxes, Special Assessments and Development Costs
The Fixed Rate Reassessments and the annual installments thereon constitute a lien against the
parcels of land on which the Reassessments have been levied. Such lien is on a parity with all special
taxes levied by other agencies and is co-equal to and independent of the lien for general property taxes,
regardless of when they are imposed upon the same property.
Approximately % of the Fixed Rate Reassessments are on undeveloped land within the
Fixed Rate Subject Area. Although most of the public improvements required for the development of
this land has been completed, it is possible that additional improvements might be required, the cost of
which could increase the public and private debt for which the undeveloped land within the Fixed Rate
Subject Area is security. This increased debt could reduce the ability or willingness of the owners of
the undeveloped property to pay the Fixed Rate Reassessment installments when due.
Neither the City nor the Authority has control over the ability of other entities to issue
indebtedness secured by special taxes or assessments payable from all or a portion of the property
within the Fixed Rate Subject Area. In addition, the owners of property within the Fixed Rate Subject
Area may, without the consent or knowledge of the City or the Authority, petition other public
agencies to issue public indebtedness secured by special taxes or assessments. Any such special taxes
may have a lien on such property on a parity with the lien of the Fixed Rate Reassessments.
Loss of Taz Exemption
As discussed under the caption "CONCLUDING INFORMATION -Tax Matters" herein, the
interest on the Series B Bonds could become includable in gross income for federal income tax
purposes, retroactive to the date of issuance of the Series B Bonds, as a result of failure of the
Authority or the City to comply with certain provisions of the Code. Should such an event of taxability
occur, the Series B Bonds are not subject to early redemption and will remain outstanding to maturity
or until redeemed under the optional or mandatory redemption or mandatory sinking fund redemption
provisions of the Indenture.
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California Constitution Article XIIIC and Article XIIID
On November 5, 1996, the voters of the State approved Proposition 218, the so-called "Right
to Vote on Taxes Act." Proposition 218 added Articles XIIIC and ~~ to the State Constitution,
which contain a number of provisions affecting the ability of the Issuer to levy and collect both existing
and future taxes, assessments, fees and charges.
Article ~~ requires that, beginning July 1, 1997, the proceedings for the levy of any
assessment by the City under the Act (including, if applicable, any increase in such assessment or any
supplemental assessment under the Act) must be conducted in conformity with the provisions of
Section 4 of Article ~~. Because the City completed its proceedings for the levy of assessments in
the Fixed Rate Subject Area on January 15, 1996, the City believes that the provisions of Section 4 of
Article ~~ do not apply to the unpaid Fixed Rate Reassessments which secure the Fixed Rate
Assessment Bonds. Under Section 10400 of the Act, any challenge ('including any constitutional
challenge) to the proceedings or the assessment must be brought within 30 days after the date the
assessment was levied.
Article XIIIC removes limitations on the initiative power in matters of local taxes, assessments,
fees and charges. Article XIIIC does not define the term "assessment", and it is unclear whether this
tenm is intended to include assessments levied under the Act. Furthenmore, this provision of
Article XIIIC is not, by its terms, restricted in its application to assessments which were established or
imposed on or after July 1, 1997. In the case of the unpaid Fixed Rate Reassessments which are
pledged as security for payment of the Fixed Rate Assessment Bonds, the Act provides a mandatory,
statutory duty of the City and the County Auditor to post installments on account of the unpaid 95-1
Reassessments or Group One Reassessments, as the case may be, to the property tax roll of the County
each year while any of the Assessment Bonds (95-1) or Group One Bonds, as applicable, are
outstanding, in amounts equal to the principal of and interest on the Assessment Bonds (95-1) or
Group One Bonds, as applicable, coming due in the succeeding calendar year. The City believes that
the initiative power cannot be used to reduce or repeal the unpaid Fixed Rate Reassessments which are
pledged as security for payment of the Fixed Rate Assessment Bonds or to otherwise interfere with
performance of the mandatory, statutory duty of the City and the County Auditor with respect to the
unpaid Fixed Rate Reassessments which are pledged as security for payment of the Fixed Rate
Assessment Bonds.
The interpretation and application of the Proposition 218 will ultimately be deterniined by the
courts with respect to a number of the matters discussed above, and it is not possible at this time to
predict with certainty the outcome of such deternlination.
THE AUTHORITY
The Authority is a joint powers authority, organized pursuant to a Joint Exercise of Powers
Agreement, dated as of May 1, 1995, between the City and the Tustin Community Redevelopment
Agency (the "Agreement"). The Agreement was entered into pursuant to Chapter 5 of Division 7 of
Title 1 of the Government Code (Sections 6500 et seq) of the State (the "Joint Powers Act"). The
Authority is a separate entity, constituting a public instrumentality of the State of California and was
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formed for the public purpose of assisting in financing and refinancing projects pursuant to the Joint
Powers Act for the benefit of California local agencies.
The Authority is governed by a Board of Directors, which is comprised of five members. The
members of the City Council of the City constitute the members of the Board of Directors of the
Authority. The Authority is specifically granted all of the powers specified in the Joint Powers Act,
including but not limited to the power to issue bonds and to sell such bonds to public or private
purchasers at public or by negotiated sale.
THE CITY
The City of Tustin is located in central Orange County, approximately 40 miles southeast of
Los Angeles and 80 miles north of San Diego. The City covers approximately 11.2 square miles and
adjoins the cities of Irvine, Orange and Santa Ana.
CONCLUDING INFORMATION
Underwriting
Simultaneously with the purchase of the Series B Bonds by the Underwriter, the Authority has
agreed to purchase the Group One Bonds from the City. The Underwrites obligation to purchase the
Series B Bonds is contingent upon the Authority's purchase of the Group One Bonds, the approval of
certain legal matters by counsel and certain other conditions.
The Underwriter may offer and sell the Series B Bonds to certain dealers and others at prices
lower than the public offering prices set forth on the inside cover hereof. The offering prices of the
Series B Bonds may be changed from time to time by the Underwriter.
Legal Opinion
The legality of the Series B Bonds and certain other legal matters are subject to the approval of
Orrick, Hemngton & Sutcliffe LLP, Los Angeles, California, Bond Counsel. Certain legal matters will
be passed upon for the Authority and the City by Woodruff Spradlin & Smart, A Professional
Corporation, as City Attorney.
Tax Matters
In the opinion of Omck, Hemngton & Sutcliffe LLP ("Bond Counsel"), based upon an
analysis of existing laws, regulations, rulings and court decisions, and assuming, among other matters,
compliance with certain covenants, interest on the Series B Bonds is excluded from gross income for
federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 (the "Code")
and is exempt from State of California personal income taxes. Bond Counsel is of the further opinion
that interest on the Series B Bonds is not a specific preference item for purposes of the federal
individual or corporate alternative minimum taxes, although Bond Counsel observes that such interest
is included in adjusted current earnings when calculating corporate alternative minimum taxable
income. A complete copy of the proposed form of opinion of Bond Counsel is set forth in Appendix A
hereto.
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To the extent the issue price of any maturity of the Series B Bonds is less than the amount to
be paid at maturity of such Series B Bonds (excluding amounts stated to be interest and payable at least
annually over the term of such Series B Two Bonds), the difference constitutes "original issue
discount," the accrual of which, to the extent properly allocable to each owner thereof, is treated as
interest on the Series B Bonds which is excluded from gross income for federal income tax purposes
and State of California personal income taxes. For this purpose, the issue price of a particular maturity
of the Series B Bonds is the first price at which a substantial amount of such maturity of the Series B
Bonds is sold to the public (excluding bond houses, brokers, or similar persons or organizations acting
in the capacity of underwriters, placement agents or wholesalers). The original issue discount with
respect to any maturity of the Series B Bonds accrues daily over the term to maturity of such Series B
Bonds on the basis of a constant interest rate compounded semiannually (with straight-line
interpolations between compounding dates). The accruing original issue discount is added to the
adjusted basis of such Series B Bonds to determine taxable gain or loss upon disposition ('including
sale, redemption, or payment on maturity) of such Series B Bonds. Owners of the Series B Bonds
should consult their own tax advisors with respect to the tax consequences of ownership of Series B
Bonds with original issue discount, including the treatment of purchasers who do not purchase such
Series B Bonds in the original offering to the public at the first price at which a substantial amount of
such Series B Bonds is sold to the public.
The Code imposes various restrictions, conditions and requirements relating to the exclusion
from gross income for federal income tax purposes of interest on obligations such as the Series B
Bonds. The City has covenanted to comply with certain restrictions designed to insure that interest on
the Series B Bonds will not be included in federal gross income. Failure to comply with these
covenants may result in interest on the Series B Bonds being included in gross income for federal
income tax purposes, possibly from the date of original issuance of the Series B Bonds. The opinion of
Bond Counsel assumes compliance with these covenants. Bond Counsel has not undertaken to
determine (or to inform any person) whether any actions taken (or not taken) or events occurring (or
not occurring) after the date of issuance of the Series B Bonds may adversely affect the value oi; or the
tax status of interest on, the Series B Bonds. Further, no assurance can be given that pending or future
legislation or amendments to the Code, if enacted into law, or any proposed legislation or amendments
to the Code, will not adversely affect the value of, or the tax status of interest on, the Series B Bonds.
Prospective bondowners are urged to consult their own tax advisors with respect to proposals to
restructure the federal income tax.
Certain requirements and procedures contained or referred to in the Indenture or either Fiscal
Agent Agreement, the Tax Certificate, and other relevant documents may be changed and certain
actions ('including, without limitation, defeasance of the Series B Bonds) may be taken or omitted
under the circumstances and subject to the terms and conditions set forth in such documents. Bond
Counsel expresses no opinion as to any Series B Bond or the interest thereon if any such change occurs
or action is taken or omitted upon the advice or approval of bond counsel other than Omck,
Herrington & Sutcliffe LLP.
Although Bond Counsel is of the opinion that interest on the Series B Bonds is excluded from
gross income for federal income tax purposes and is exempt from State of California personal income
taxes, the ownership or disposition of, or the accrual or receipt of interest on, the Series B Bonds may
otherwise affect an Owner's federal or state tax liability. The nature and extent of these other tax
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consequences will depend upon the particular tax status of the Owner or the Owner's other items of
income or deduction. Bond Counsel expresses no opinion regarding any such other tax consequences.
No Litigation
There is no proceeding or litigation of any nature now pending to restrain or enjoin the
issuance, sale, execution or delivery of the Series B Bonds, or in any way contesting or affecting the
validity of the Series B Bonds, the proceedings of the Authority taken with respect to the issuance or
sale thereoiy the pledge or application of any moneys or securities provided for the payment of the
Series B Bonds, the existence or powers of the Authority or the title of any directors or officers of the
Authority to their respective positions. A certificate of the Authority to this effect will be delivered on
the date of delivery of the Series B Bonds.
Ratings
[Mood}~s Investors Service and Standard & Poor's Ratings Services have assigned ratings of
"Aaa" and "AAA," respectively, to the Series B Bonds, with the understanding that, upon delivery of
the Bonds, a policy insuring the payment when due of principal of and interest on the Series B Bonds
will be issued by Financial Security. Such ratings reflect only the views of such organizations and any
desired explanation of the significance of such ratings should be obtained from the rating agency
furnishing the same, at the following addresses: Moody's Investors Services, Inc. 99 Church Street,
New York, New York 10007; Standard & Pooi's Ratings Services, 25 Broadway, New York, New
York 10004. Generally, a rating agency bases its rating on the information and materials furnished to it
and on investigations, studies and assumptions of its own. There is no assurance such ratings will
continue for any given period of time or that such ratings will not be revised downward or withdrawn
entirely by the rating agencies, if in the judgment of such rating agencies, circumstances so warrant.
Any such downward revision or withdrawal of such ratings may have an adverse effect on the market
price of the Series B Bonds.]
Miscellaneous
All of the preceding summaries of the Indenture, the Fiscal Agent Agreements, applicable
legislation, agreements and other documents are made subject to the provisions of such documents and
legislation and do not purport to be complete statements of any or all of such provisions. Reference is
hereby made to such documents on file with the City for further information in connection therewith.
This Official Statement does not constitute a contract with the purchasers of the Series B
Bonds.
Any statements made in this Official Statement involving matters of opinion or of estimates,
whether or not so expressly stated, are set forth as such and not as representations of fact, and no
representation is made that any of the estimates will be realized.
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The execution and delivery of this Official Statement have been authorized by the members of
the Commission of the Authority.
TUSTIN PUBLIC FINANCING AUTHORITY
Rv•
-~
Title: Chairman
CITY OF TUSTIN
Rv•
-~
Title: Mayor
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