HomeMy WebLinkAboutAgenda - Agenda Packets - Regular Meeting 3/2/1993AGENDA
SAN:JACINTO CITY COUNCIL
AND THE CITY COUNCIL SITTING AS THE
REDEVELOPMENT AGENCY AND
INDUSTRIAL DEVELOPMENT AUTHORITY
DATE: Mardt 2, 1993
TIME: 7:30 P.
PLACE COM lUNITY CENTER
625 South Pico
San Jacinto,. California
1.0 CALL TO ORDER
Roll. Call
Moment of Silence for. Reflection
Pledge of Allegiance
Convene the Redevelopment Agency in joint session with the City Council to conduct
the following business:
2.0 REDcv L`Ot1`NT,C�; ICY
2.1 Tri-Party Agreement Edelbrock Industrial Development Bonds,
Substitution of Trustee
RECONIVENDATION: Approve the Tri-Party Agreement and authorize
the Chairman to execute the same.
2.2 Advance of Funds to Assessment District 87-1
RECOMIVENDAT1ON Adopt Resolution No. authorizing the Finance
Director to advance the transfer $21,900.00 from the Redevelopment
Agency, for the purpose of paying the interest due on assessment.
bonds.
RDA NO.
A RESOLUTION OF THE EXECUTIVE BOARD OF THE CITY OF SAN JACINTO
REDEVELOPMENT AGENCY, CAIJFORNIA, 4UTHORIZING-ADVANCEMENT OF.
FUNDS TO SPECIAL ASSESSMENT DISTRICT NO. 87-1
2.3 Water Revenue Bonds
RECONIVIENDATION: Adopt Resolution No. as the City Council,
and RDA No: as the Redevelopment Agency authorizing the Sale,
Execution and Delivery of Certificates of Participation; Appoint
Stradling, Yocca, Carlson & Rauth as Bond Council, Union Bank as
Trustee and, Wasthoff Martin as Underwriter; Authorize distribution of the
Official Statement and; Authorize the City Manager to sign the necessary
documents.
RESOLTION NO. AND RDA
A RESOLUTION OF THE REDEVELOPMENT AGENCY AND THE CITY COUNCIL
THE CITY OF SAN JACINTO AUTHORIZING THE SALE, EXECUTION AND
DELIVERY OF NOT MORE THAN $1,875,000 PRINCIPAL AMOUNT OF
CERTIFICATES OF PARTICIPATION AND APPROVE CERTAIN DOCUMENTS AND
AUTHORIZtNG.CERTAIN ACTIONS IN CONNECTION THEREWITH
Adjourn the Redevelopment Agency, and continue acting in the capa
Council for the remainder of the agenda.
SPECIAL PRESENTATIONS_
3.1 VVelcome and Presentation to Nina Gromova, and. Ludmilla Levchenko,
in conjunction with their Sister City visit to the San Jacinto Valley
4.0 PUBLIC COMMENTS
Any person may address the Council on any subject pertaining to city business not
listed on the agenda, during this portion of the meeting. A limitation of three (
minutes shall be set for each person desiring to address the Council_
5.0 CONSENT CALENDAR
All matters listed under Consent Calendar are considered to
enacted by one motion by the City. Council in the form listed.
There will be no separate discussion on these items prior to the motion unless
members of the City Council, staff or the public requests specified items to be
removed and/or discusse
e routine and will be
Anyone wishing to discuss a Consent Calendar item should come forward, upon
invitation of the Mayor, state their name, address and the Consent Calendar item
number. Speakers should limit comments to three minutes.
5.1 Warrant Register
RECONIVIENDATION: Approve Warrant No. 31581 through 31730,
dated February 28, 1993 in the amount of $350,912.74 and payroll check
numbers 21878 through 21977, dated February 12, 1993.
5.2 Environmental Impact Assessment and Zoning Ordinance Amendment
2-92
Applicant: City Initiated
RECCMVINDATION: Waive the reading in full and read by title only,
and adopt (Second Reading) Ordinance No. 979 amending Ordinance
No. 340 approving Zoning Ordinance Amendment 2-92.
ORDINANCE NO. 979
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SAN JACINTO,
CALIFORNIA APPROVING ZONING ORDINANCE AMENDIV NT 2-92, AMENDING
ORDINANCE 340, HEREBY ESTABLISHING ARTICLE 4A
5.3 Zoning Ordinance Amendment 1-93
Applicant: City Initiated
RECOIVNIENDATION: Waive the reading in full and ready by title only,
and adopt (Second Reading) Ordinance No. 980 approving Zoning
Ordinance Amendment 1-93.
ORDINANCE NO. 980
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SAN JACINTO,
CALIFORNIA, AMENDING ORDINANCE 340, ARTICLE 14B ESTABLISHING THE
SPECIFIC ZONE
5.4 City/Countv'Agreement for Construction Concrete Cross Gutter
RECONIV1ENDATION Approve the Cooperative Agreement with
the County of Riverside for the construction of a concrete cross
gutter on the south side of Ramona Expressway across San
Jacinto Avenue.
.5 Bond Release - Tract 25307 (Steven Fendrik; Cottonwood
Partners)
Location: Southwest corner of Cottonwood Avenue and Palm
Avenue
RECONIVENDATION: Release Performance Bond #1172853 in
the amount of $28,983.08, and Release Monument Bond in the
amount of $4,000.00.
5.6 `Bond Releases - Tracts 24738-1, 24738-2 (Forecast Corp.)
Location: Cottonwood Avenue and Seventh Street on Kirby Stree
RECONW1ENDA1ION:
1. Release Performance Bond #2062925 in the amount of
$362,877,00, and Release Performance Bond #2234035 in
the amount of $336,012.00.
2. Acc-Of Performance Bond #2062925 in the amount -of
$36,266.00 for Tract 24738-1.
Reduction of Bonds -Tract 24330-3 {Windward Homes)
Location: North of the Ramona Expressway, west :Of Chase Street
RECON111ENDA1ION Reduce Labor and Material Bond
#2063385 from. 346,031.00 to $6,905.00, and Performance Bond.
# 206338S from $46,031,00 to $6 905.00.
END OF CONSENT CALENDi
Motion by: Seconded by: to approve consent calendar items
51 through 5.7, and Ordinance No. 979 and 980.
6.0 PUBLIC HEARINGS.
6.1 Community Facilities "District #3 Annexation #f4
RECONN1NDAI1ON Open the Public. Hearing and continue
to March 16, 1993.
6.2 Community Development. Block Grant (CDBG) Program 19th Year,
1993-944
RECOMMENDATION;
1. Conduct'a public hearing. to review proposed projects
far the 19th year Community Development Block Grant
program.
2. Reprogram a$10,000 in 17th year CDBG funds' approved
for the Librry/Lounge Reading room (3.5SJ023) and'
apply such funds towards 19th year CDBG projects.
3. Approve final CDBG project listfor submittal to
Riverside County.
7.0 CITY DEPARTMENTS
8.0 MAYOR! COUNCILMEMBER REPORTS/DISCUSSIONS,
8.1 City Clerk Vacancy
9.0 CLOSED SESSION
9.1 Personnel Matters Pursuant to Government Code Section 54957
9.2 : Potential Threatening Litigation Pursuant to Government Code
Section 54956.9
TO.Q ; ADJOURNMENT '.,
otion by
nded ,by: Action: to adjourn. Vote:
I, Laurie Mora, do hereby certify that I caused to be posted the foregoing agenda this
26th day of February, ;1993, as required by law.
Laurie Mora,
Deputy City Clerk
TO
STAFF:., :REPORT
Chairman and Members of the
Industrial Development Authority (IDA)
FROM: James CoxCity Attorney
SUBJ: TRI-PARTY AGREEMENT. Edeibrock'Industrial Developmen
bonds, substitution of trustee
DATE• March 2, 1993
RECOMMENDATION
Approve the Tri-Party Agreement and authorize the Chairman to
execute the same.
BACKGROUND
In 1990, the City's Industrial Development Authority acted as
issuer to conduct financing and issuance of bonds for Edelbrock's
project. Security Pacific Bank was named as bond trustee:
Due to the merger of Security Pacific with Bank of America, Bank
of America has, declared its conflict of interest as, trustee under
this issuance, requiring a change in trustee. The new trustee
will be Harris Trust Company of California.
This Agreement has been referred to the IDA's bond counsel for
review. His suggestions f or amendment have been made a part f
the agreement before you
TRI PARTY AGREEMENT
This TRI PARTY AGREEMENT (this "Instrument"), dated as of December
24, 1992, (the "Execution Date"), by and among INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN JACINTO, a public body duly
organized under the Constitution and the laws of the State of California (the
"Issuer"), BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, a national
banking association and successor to Security Pacific National Bank through
merger (the "Resigning Trustee") and HARRIS TRUST COMPANY OF CALIFORNIA, a
California state banking corporation (the "Successor Trustee").
WITNESSETH
WHEREAS, the Issuer and the Resigning Trustee entered into an
indenture, dated as of April 1, 1990 (the "Indenture"), providing for the
issuance by the Issuer of its Industrial Development Revenue Bonds (Edelbrock
Foundry Corporation Project) Series 1990 (the "Bonds"); and
WHEREAS, the Resigning Trustee has been acting as trustee, paying
agent and registrar under the Indenture; and
WHEREAS, Section 8.07 of the Indenture provides that the Trustee may
resign and be discharged of the trust created by the Indenture by giving written
notice thereof, by registered or certified mail, to the Issuer, the Company, the
Bank and to the holders of the Bonds not less than sixty (60) days before such
resignation is to take effect; and
WHEREAS, the Resigning Trustee hereby gives notice to the Issuer of
its resignation and on February 21, 1993, which date complies with the notice
requirement under Section 8.07 of the Indenture, the appointment of the successor
trustee shall become effective; and
WHEREAS, Section 8.08(a) of the Indenture further provides that in
case the trustee shall resign, the Company shall cooperate with the Issuer and
with the prior written consent of the Bank, the Issuer shall immediately appoint
a successor trustee. Section 8.08(c) of the Indenture provides that the
successor trustee shall be qualified under the provisions of such Section of the
Indenture; and
WHEREAS, Section 8.08(d) of the Indenture provides that any successor
trustee appointed under the Indenture shall execute, acknowledge and deliver to
the Issuer and to the Resigning Trustee an instrument accepting such appointment
and thereupon the resignation of the Resigning Trustee shall become effective and
the Successor Trustee without any further act, deed or conveyance, shall become
fully vested with all the rights, powers, trusts duties and responsibilities of
the Resigning Trustee; and
E4.7.M
Rovisu
NOW, THEREFORE, pursuant to the Indenture and ioconsideration ofthe
covenants herein contained, it is agreed as follows (words and phrases not
otherwise defined in this Instrument having the definitions given thereto in the
Indenture):
THE RESIGNING TRUSTEE
l^ Pursuant to the terms of the Indenture, the Resigning Trustee
hereby notifies the Issuer that the Resigning Trustee is resigning as trustee
under the Indenture effective as of that date nbinb in sixty (60) days after the
Execution Date, if such date is not a Business Day, then the next succeeding
Business Day (the "Effective Date").
2, Effective as of the Effective Date, the Resigning Trustee hereby
assigns, transfers, delivers and confirms to the Successor Trustee all of its
right, title and interest in and to the trust under the Indenture and all of its
rights, titles, interests, capacities, privileges, duties and responsibilities
as trustee under the Indenture.
3, The Resigning Trustee agrees to execute and deliver such further
iostcumeoto and shall take such further actions as the Successor Trustee or the
Issuer may reasonably request so as to more fully and certainly vest and confirm
In the Successor Trustee all the rights, titles/ interests, capacities,
privileges, duties and responsibilities hereby assigned, transferred, delivered
and confirmed to the Successor Trustee/ including without limitation, the
execution and delivery of any instruments required to reperfeot all liens on the
trust in the name of the Successor Trustee.
4. Notwithstanding the resignation of the Resigning Trustee, the
Resigning Trustee shall continue to serve as paying agent, authenticating agent
and registrar as set forth in the Indenture, at its offices in Los Angeles,
California, where notices and demands to or upon the Issuer in respect of the
Bonds or the Indenture may be served, or the Bonds may be presented or
surrendered for payment and where the Bonds may be surrendered for exchange or
registration of transfer.
5. On the Effective Date, the Resigning Trustee shall provide the
governing documents to the Successor Trustee.
THE ISSUER
l. Effective as of the Effective Date, the Issuer hereby accepts the
resignation of the Resigning Trustee and appoints the Successor Trustee as
suooeoonz in trust under the Indenture and confirms to the Successor Trustee all
of the rights, titles, interests, capacities, privileges, duties and
responsibilities of the trustee under the Indenture.
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2. The Issuer shall, within twenty (20) days after the appointment
of and acceptance by the Successor Trustee, notify in writing the Company, the
Bank and the holders of the Bonds, pursuant Section 8.08(a) of the Indenture and
by execution of this Instrument, the Issuer authorizes and directs the Successor
Trustee to forward a written notice of the resignation, appointment and
acceptance effected hereby to the Company, the Bank and the holders of the Bonds.
3. The Issuer agrees to execute and deliver such further instruments
and to take such further action as the Successor Trustee may reasonably request
so as to more fully and certainly vest and confirm in the Successor Trustee all
the rights, titles, interests, capacities, privileges, duties and
responsibilities hereby assigned, transferred, delivered and confirmed to the
Successor Trustee.
THE SUCCESSOR TRUSTEE
1. Effective as of the Effective Date, the Successor Trustee hereby
accepts its appointment as Successor Trustee under the Indenture and shall be
vested with all of the rights, titles, interests, capacities, privileges, duties
and responsibilities of the trustee under the Indenture.
2. Pursuant to 8.08(c) of the Indenture, the Successor Trustee
hereby represents that it is authorized to exercise corporate trust powers under
the laws of the State of California; authorized by law to perform all the duties
imposed upon it by the Indenture and each other security document; and has a
capital stock and surplus aggregating not less than $20,000,000. The Successor
Trustee hereby accepts the appointment as successor trustee and agrees that upon
the signing of this Instrument it shall become vested with all the rights,
titles, interests, capacities, privileges, duties and responsibilities of the
Resigning Trustee as trustee with respect to all series of Bonds with like effect
as if originally named as trustee under the Indenture.
3. Promptly after the execution of this Instrument, the Successor
Trustee shall, as directed by the Issuer, forward written notice of the
resignation, appointment and acceptance effected hereby to the Company, the Bank
and the holders of the Bonds.
MISCELLANEOUS
1. The parties hereto agree that this Instrument does not constitute
an assumption by the Successor Trustee of any liability of the Resigning Trustee
arising out of any breach by the Resigning Trustee of its duties or obligations
under the Indenture (a "Prior Liability"). The parties hereto further agree
that, notwithstanding any provision hereof, the Resigning Trustee shall remain
liable for any Prior Liabilities.
64.1.16
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2. The parties hereto agree that as of the Effective Date, all
references to the Resigning Trustee as trustee in the Indenture shall be deemed
to refer to the Successor Tcustee. After the Effective Date, all notices or
payments which were required by the terms of the Indenture to he given or paid
to the Resigning Trustee, as trustee, shall be given or paid to:
oamRJm TRUST caMg&xmY OF CALIFORNIA
707 Wilshire Boulevard, Suite 4840
Los Angeles, CA 90017
]. The resignation, appointment and acceptance effected hereby shall
become effective as of the opening of business on the Effective Date.
4. This Instrument shall be governed by and construed in accordance
with the law governing the Indenture.
5. This Tuetcnmeut may be executed in any number of counterparts,
each of which shall be an original, but which counterparts shall together
constitute but one and the same instrument.
6. Nothing contained in this Instrument shall in any way affect the
obligations or rights of the issuer, the Resigning Trustee or any holder of the
Bonds under the Indenture. This Instrument shall he binding ugmu and inure to
the benefit of the Issuer, the Resigning Trustee and the Successor Trustee and
their respective successors and assigns.
7^ The parties hereby agree that from and after the Effective Date,
all fees payable by the Company to the trustee under Section 8,84 of the
Indenture shall henceforth be invoiced by and paid to the Successor Trustee at
such address and account as shall hereafter Jbe provided by the Successor Trustee
to the Company, and all fees payable with respect to the registrar and paying
agent functions under the Indenture shall henceforth Jbe invoiced by and payable
to the Resigning Trustee at such address and account as previously provided by
the Resigning Trustee to the Company.
8. Each of the parties hereto hereby represents and warrants for
itself that as of the date hereof, and the Effective Date:
a} it has the power and authority to execute and deliver
this Instrument and to perform its obligations
hereunder, and all such action has been duly and
validly authorized by all necessary proceedings on its
pact/ and
b) this instrument has been duly authorized, executed and
delivered by it, and constitutes a legal, valid and
binding agreement enforceable against it in accordance
with its terms, except as the enforceability of this
Instrument may he limited by bankruptcy, insolvency or
other similar laws of general application affecting
the enforcement of creditor's rights or by general
principles of equity limiting the availability of
equitable remedies.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument
to be duly executed and attested by their duly authorized officers, all as of the
date and year first above written.
INDUSTRIAL DEVELOPMENT AUTHORITY OF
THE REDEVELOPMENT AGENCY OF THE CITY
OF SAN JACINTO, as Issuer
By:
Title:
Attest:
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Resigning
Trustee
By:
Title: Vice President
Attest:
HARRIS TRUST COMPANY OF CALIFORNIA,
as Successor Trustee
By:
Title:
Attest:
Each of the undersigned hereby acknowledges and consents to the
foregoing as of the date first written above.
Attest:
Attest:
EDELBROCK FOUNDRY CORP., as Company
By:
Name:
Title:
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Bank
By:
Name: Richard J. Pankow
Title: Vice President
64.1.16
Fic,44,441
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TO:
TAFF REPORT
tayor and City Council
FROM: Anna, A. Vega, Finance Director
ra Pamela S. Easter, City Manager
SUET Advancement of Funds to Assessment District 87-1
DATE: March 2: 1993
COMMENDATION
The City Council authorize the Finance Director to advance and transfer $ 21,90000 from the
Redevelopment Agency reserves to Assessment District No, 87-1 for the purpose of paymg the
Interest due on said assessment bonds.
BACKGROUND
Under the 1915 Act Bond law, the City of San Jacinto authorized the creation of Assessment
District No. 87-1. In 1987, a bond issuance of $1,415,000 was approved for the purpose of
constructing infrastructure in the area around and including Scripps Clinic.
In October 1990, the property owners filed bankruptcy. Since that date, property taxes have not
been paid and therefore, the assessment tax has not been collected on behalf of the. District in
order to pay said principal and interest. The City Redevelopment Agency has paid the last five
installments.
The law firm of Pagter Law Corporation has been retained to track the bankruptcy and since, has
attended Court hearings on the District's behalf. On October 1991, the Court allowed a "Relief
of Stay" on behalf of the City of San Jacinto.
Attorney Pagter has stated that at the end of the foreclosure proceedings the Agency will be
reimbursed the funds which have been advanced to date plus interest. Mr. Pagter has also stated
that Mercantile National Bank has visited the assessment district and now is completing its
internal approval/disapproval process to complete their foreclosure. The Bank is expected to
make a disision sometime within the next 7 to 10 days. At this time it is necessary for the
Redevelopment Agency to advance the funds since the interest coupon payment date is March
2, 1993.
ORDINANCE NO. 980
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY
OF SAN JACINTO, CALIFORNIA, AMENDING ORDINANCE
340, ARTICLE 14B, ESTABLISHING THE SPECIFIC ZONE
THE CITY COUNCIL OF THE CITY OF SAN JACINTO DOES HEREBY ORDAIN AS
FOLLOWS:
Section 1. Article 14B of Ordinance 340, the Zoning Ordinance is hereby amended by
repealing and restablishing Article 14B, as shown on Exhibit "A", attached hereto and
incorporated herein.
Section 2. This ordinance will take effect thirty (30) days from the passage thereof.
Section 3. The City Clerk shall certify to the adoption of this ordinance and cause the same
to he published in a newspaper of general circulation printed and published in the County
of Riverside. State of California.
Introduced at a regular meeting of said City Council on the 16th day of February 1993.
MOVED, PASSED AND ADOPTED at a regular meeting of the City Council on the
day of 1993 by the following vote.
AYES:
NOES:
ABSENT:
Mayor
ATTEST
Deputy City Clerk
CERTIFICATE
STATE OF CALIFORNIA,
COUNTY OF RIVERSIDE,
CITY OF SAN JACINTO,
I hereby certify that the foregoing is a true copy of Ordinance No. duly adopted by the
City Council of the City of San Jacinto at a regular meeting thereof held the day of
1993.
WITNESS my hand and official seal of the City of San Jacinto this day of
1993.
Deputy City Clerk
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EXHIBIT "A"
ARTICLE 14B SPECIFIC PLAN ZONE (SP)
14B.01 PURPOSE
The purpose of this zone is to provide a uniform policy and
procedure for the preparation, processing and review of Specific
Plans, Specific Plans are to provide for the classification and
regulation of land use within specific project boundaries. Further,
unless otherwise specified in the Specific Plan, the Specific Plan shall
replace the base zoning and the applicable development standards
and take precedence over the City of San Jacinto Zoning Ordinance.
Where the Specific Plan is silent regarding a standard within the
Zoning Ordinance, the Zoning Ordinance standard shall apply.
14B.02 OBJECTIVES
The objectives of this zone are to:
A. Promote and protect public health, safety and welfare.
B. Minimize the intrusion and the impact of new development
into environmentally sensitive area.
C. Provide flexibility in site design, density, and housing options.
D. Achieve interest, individuality and character among residential
neighborhoods and commercial and industrial developments.
E. Ensure the timely provision of public services and facilities
consistent with the demand for such services.
F. Provide a harmonious variety of land use to attain a desirable
balance of residential and employment opportunities, a high
level of project amenities, and the efficient use and
preservation of open space.
G. Appropriately direct new growth and development in the
process of implementing the General Plan.
14B.03 CRITERIA
The following criteria are hereby established to determine when a
Specific Plan shall be prepared:
A. Any mixed -use development proposal or project with a site
area equaling or exceeding 100 acres.
B. Any residential development proposal or project of 500 or
more dwellings.
C. Any industrial development proposal or project with a site area
equaling or exceeding 50 acres.
a Any commercial development proposal or project with a site
area equaling or exceeding 20 acres.
PAGE 1 of 5
14B.04 GENERAL REQUIREMENTS
A. The maximum number of dwellings units within a specific plan
shall not exceed the maximum number units prescribed by the
general plan.
B. All public and master planned streets within or abutting the
development shall be dedicated and approved to City
standards for the particular street classification. Private
streets proposed shall be permanently reserved and
maintained for their intended purpose by means acceptable
and enforceable by the City.
C. Unless otherwise specified in the Specific Plan document,
public utility facilities shall be subject to a conditional use
permit.
D. Development within a Specific Plan shall be designed to retain
natural features, prominent ridge lines, natural vegetation,
large rock outcroppings and mature trees to the best
advantage. Where such features exist, they shall be mapped
and identified as appropriate. Those proposed to be
eliminated, shall be identified on said exhibit and accompanied
by written justification.
14B.05 CONTENT
A Specific Plan shall provide all the following elements and items in
detail:
A. An executive summary identifying the project plan, the
organization of the Specific Plan and the related documents
prepared for the Specific Plan.
B. An introduction providing the project location, description,
background and objectives.
C. Demonstration of the relationship of the Specific Plan to the
General Plan including the standards by which the proposal
implements the goals and policies of each General Plan
element.
D. Description of existing setting including on -site and
surrounding land uses within one-half radius of the site;
unique landforms, flora, fauna and topography of site; and
environmental issues and constraints.
1, For areas with a natural slope prior to grading of fifteen
percent or more, where development is proposed,
hillside development standards shall be prepared and
included within the Specific Plan document. The
Specific Plan hillside standards shall include the
minimum requirements as specified in Ordinance 894,
the City Hillside Development Ordinance.
PAGE 2 of 5
E. Development concept identifying the description, distribution,
and location of land uses including the following:
1. Total acres of the development.
2. Number of acres per each land use.
3. Breakdown of residential units by type and density.
4. Projected population of the development.
5. Projected average persons per type of dwelling.
6. Projected population per development phase or
planning sub -area.
7. Analysis of the jobs to housing balance.
8. Measures proposed to buffer or screen potentially
incompatible land uses on and off -site, and to transition
from one intensity or density of land use to another.
F. Development regulations containing the following:
1. Permitted and conditionally permitted uses for each
land use type.
2. Development standards for each land use type,
including required lot size and dimensions, maximum
permitted density, yard areas, site coverage, usable
common and private open space, height limits, parking
requirements, accessory buildings, etc.
a. The Community Development Director may
require the preparation of a commercial market
analysis by qualified individual for any proposed
shopping center or major commercial use.
Note: If it is the intent to utilize City zoning and
subdivision standards, appropriate sections of
these standards may be reproduced and
incorporated directly into the Specific Plan
document. If the proposal is less restrictive in
any way than Ordinance 340, an explanation
shall be provided justifying this request.
G. Design guidelines containing the following:
1. General design criteria establishing the basic
community architectural character and environmental
design qualities.
2. Residential site and building design criteria.
3. Commercial site and building design criteria.
4. Industrial site and building design criteria.
H. Landscape guidelines containing the following:
1. General landscape design requirements, materials and
specifications.
2. Entry treatment design criteria.
3. Parks, and open space design criteria.
PAGE 3 of 5
Infrastructure plan containing the following:
1. Anticipated requirements and proposed means of
providing utility services and public facilities. Identify
existing and proposed location of facilities, including
but not limited to schools, parks, public safety facilities,
flood control facilities, sewage facilities and water
supply facilities.
2. Circulation plan identifying all existing and proposed
public and private streets, pedestrian ways, bicycle
routes, and trails. Identify roadway classifications and
cross -sections.
J. Implementation plan containing the following:
1. Financing measures necessary to carry out the
proposed development and infrastructure plans.
2. Proposed phasing and anticipated construction timing
of infrastructure, planning sub -areas and land use
types.
3. Proposed means for assuring the continued
maintenance and operation of public facilities.
K. Optional subjects determined by the Director of Community
Development as necessary to implement the General Plan.
14B 06 GRAPHICS
Extensive use of illustrations and exhibits to the describe the setting,
plans and concepts shall be required. At a minimum, the following
exhibits shall be provided:
A. Regional location
B. Site location
C. Topography
D. Geology and soils
E. Flora and Fauna habitat
F. Hydrology
G. Cultural resources
H. Existing streets and circulation
Public facilities
J. On -site and surrounding land uses
K. Land use designations and zoning classifications (existing and
proposed)
L. Land use plan
M. Approved regional significant developments within a 10 mile
radius
N. Proposed circulation plan (classifications and cross -sections)
O. Proposed master water, sewer and drainage plans
P. Proposed public facilities
O. Typical site and architectural details
PAGE 4 of 5
14B.07 ADOPTION/AMENDMENT PROCEDURE
Specific plans shall be prepared, adopted and amended in the same
manner as a general plan, except a specific plan may be adopted by
resolution or ordinance and amended as often as needed.
14B.08 APPLICATION PROCEDURE
Adoption of, or amendment to, a Specific Plan relating to land use
may be initiated by the City or by any person owning or having
interest in land affected by such a proposal. Any person owning or
having interest in said land may submit to the Department of
Community Development an application for a change of zone to
Specific Plan accompanied by an application for the Specific Plan.
14B.09 APPLICATION FEE
A. The applications for a change of zone to Specific Plan and the
Specific Plan shall be accompanied by a fee as prescribed by
resolution adopted by the City Council.
B. In the event the City prepares a specific plan document, it
shall prepare a complete cost break down which shall be
presented to the City Council concurrently with the adoption
of the specific plan. The Council shall impose a special fee
upon persons seeking approvals implementing the specific
plan. The amount of the fees shall be adequate to defray, in
the aggregate, the cost of preparation, adoption, and
administration of the specific plan.
14B.10 SUBSEQUENT ENTITLEMENT
No public works project, tentative map, tentative parcel map or other
discretionary project may be approved unless said project is
consistent with the adopted specific plan.
PAGE 5 of 5
STAFF REPORT
TO: .-Honorable:-Mayor and Members f the City Council'
via City .Manager
FRO
DATE: March 2, ;1993
SUBJECT:.
Interim Director of Public Works
CITY:/COUNTY AGREEMENT FOR CONSTRUCTION CONCRETE
CROSS GUTTER
RECOMMENDATION
Approve the Cooperative Agreement with the County of Riverside for
the construction of a concrete cross gutter on, the south side of
Ramona Expressway across San Jacinto Avenue and authorize the Mayor
to execute the Agreement on behalf of the City:,
BACKGROUND
The 'City
the San
meeting.
proposed
project.
paid for
Council approved the award of bids for the construction of
Jacinto Avenue cross gutter at its February 16, 1993
The bid amount was $13,799.90. In accordance with the.
agreement the County will contribute $6, 899. 95 towards the
The City's share, of the project, also $6,899.95 will be
by gasoline tax funds.
C
FRANKLIN E. SHERKOW
Director of Transportation
Les Evans
Director of Pubic Works
City of San Jacinto
201 East Main Street
San Jacinto, CA 92583
F
I
TRANSPORTATION DEPARTMENT
PROJECT DEVELOPMENT DIVISION
February 16, 1993
RE: Improvements to San Jacinto Avenue at Ramona Expressway
Dear Les:
E
In response to your letter of January 25, 1993, enclosed are
five original Agreements for the County of Riverside to fund
fifty percent (50%) of the installation of a cross gutter across
San Jacinto Avenue on the south side of the Ramona Expressway.
Please execute all five Agreements and return them for execution
by the Riverside County Board of Supervisors. As soon as the
Board of Supervisors execute the Agreements, we will send a fully
executed original to you for your file.
If you have any questions or need additional infoLniation,
please feel free to contact me at (909) 275-6780.
Very truly yours,
%faux
S. K. Jain
Division Engineer
enc.
SKJ:ks
cc: Fiscal
COUNTY ADMINISTRATIVE CENTER • P.0.130X 1090 • 4(180 LEMON STREET • 7TH FLOOR• RIVERSIDE, CALIFORNIA 92502-W90 Q)
(714) 275-6880 • FAX (714) 275-6721
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RIV.CO. Contract No.
AGREEMENT FOR
CONSTRUCTING CONCRETh CROSS GUTTER TO
TmPROVE DRAINAGE ON THE SOUTH SIDE OF RAMONA
EXPRESSWAY ACROSS SAN JACINTO AVENUE
THIS AGREEMENT IS MADE and entered into this
day of , by and between the County of
Riverside, hereinafter called "COUNTY" and the City of San
Jacinto, hereinafter called "CITY".
I. PROJECT
A. PROJECT LOCATION
The CITY desires to do certain road improvement work on
the southside of Ramona Expressway across San Jacinto Avenue to
improve drainage along Ramona Expressway, hereinafter called
"PROJECT".
B. PROJECT FEATURES
The CITY has prepared the engineering plans to
construct concrete cross gutter on the southside of Ramona
Expressway across San Jacinto Avenue. These plans have been
reviewed by county staff and they concur with the improvement.
The CITY will prepare and obtain necessary environmental
clearance, and administer the advertising and construction of the
PROJECT, as outlined in the attached letter marked as Exhibit
"A". The CITY desires to enter into this agreement with the
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COUNTY to jointly and equally participate in the funding of the
construction of this PROJECT.
II CITY AGREES TO:
A. Obtain environmental clearance of the PROJECT and
submit a copy of the same to the COUNTY.
B. Advertise for construction, provide inspection of the
PROJECT and upon completion submit an invoice to the COUNTY for
50% of the construction cost of the PROJECT. This amount shall
not exceed $ 7,650.
III COUNTY AGREES TO:
A. Include in the Transportation Improvement Program for
FY 92-93, and set aside the amount of $ 7,650 for one-half of the
construction cost of this PROJECT. The COUNTY shall verify the
environmental clearance documents submitted by the CITY, and
issue a check to the CITY for the invoiced amount (not to exceed
$7,650) within 30 days of the receipt of the said invoice.
IV GENERAL REOUIREMENTS
A. Each party hereto shall indemnify, defend, save and
hold harmless the other party, and its respective officers,
agents, servants and employees, of and from any and all
liabilities, claims, demands, debts, suits, actions and causes of
action arising out of or in any manner connected with any act or
omission of such indemnifying party hereunder, or its officers,
agents, servants or employees, done or performed pursuant to the
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terms and provisions hereof
B. Any notice required or permitted to be sent under shall
be sent by regular mail, addresses as follows:
CITY OF SAN JACINTO
P.O. Box 448
San Jacinto, CA 92538
COUNTY OF RIVERSIDE
P.O. Box 1090
Riverside, CA 92502
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized representatives
in this date.
CITY OF SAN JACINTO COUNTY OF RIVERSIDE
By By
Title Mayor
ATTEST Chairman, Board of Supervisors
Title ATTEST:
GERALD A. MALONEY
Clerk of the Board
By
APPROVED AS TO FORM:
WILLIAM C. KATZENSTEIN
County Counsel
By
STAFF REPORT
TO: Honorable Mayor and; Members of the City Council
FROM: Brian McNabb, Director of Community Development
DATE: March 2, 1993
SUBJECT Request for Release of Bonds for Tract 25307, located on the south es
corner of Cottonwood Avenue and Palm Avenue.
APPLICANT:
',Steven:Fend Cottonwood: Partners
RECQMMENDATION
Staff recommends that the Council release the following bonds for the above referenced'
tract.
Performance Bond
Bond #1172853
Release bond for the amount of $28983.08
Monument Bond
Release bond for the amount of $4000.00
Additionally,direct the City Clerk to `notify the.
1 Steven Fendrik
Cottonwood Partners ,.
2531 Braided Mane Dr
Diamond Bar, CA 91765
Anderson -Allen Insurance
10992 San Diego Mission Road, Suite 204
P.O.Box 600728
San Diego, CA 92160
BACKGROUND
The bonds for the public improvements were reduced lot 85% on February 18, 1992 from
$193,220.50 to $28,983.08. Subdivision Monuments have been installed and found to be
in satisfactory condition by the Public Works Department.
STAFF REPORT
TO: Honorable Mayor and Members of the City Council
FROM: Brian McNabb, Director of Community Development .'
DATE: March 2, 1993
SUBJECT; Request for Release of Bonds for Tract 24738-1,24738-2, located between
Cottonwood Avenue and Seventh Street on Kirby Street
APPLICANT: Forecast Development
RECOMM.ENDATIO-N
Staff recommends .that the ':Council release the following bonds:'`
Tract 24738-1
Performance Bond
Bond #206292S
Release bond for the amount of
62.877 00
Tract 24738-2
Performance Bond
Bond #2234035
Release Bond for the amount of $336,012.00
Staff also recommends that the Council accept the following bonds for 10 % of the value
of the original bonds for one year as a guarantee of the improvements.
1. Tract 24738-1
Performance Bond
Bond #206292S
Accept Bond for the amount of $36,266.00
2. Tract 24738-2
Performance Bond
Bond #2234033
Accept Bond for the amount of $33601.00
Additionally, direct the City Clerk to notify the following agencies/individuals:
Todd Schermerhorn; Project Manager
Forecast Homes
10670 Civic Center Drive
Rancho Cucamonga, CA 91730
Indemnity Company of California
and Developers Insurance Company
P.O. Box 19725
Irvine, CA 92713
BACKGROUND
The improvements forthis Tract are in and have been approved. The bonds for the public
improvements were to be reduced to 10% of the original value of the bonds to serve as
a guarantee for the completed work but the applicant requested that new bonds be
issued instead.
TO:
FROM:
DATE
SUBJECT:
STAFF REPORT
Honorable Mayor and Members of the City Council
Brian McNabb, Director of Community Development
March 2, 1993
Request for Bond Reduction Tract 24330-3
APPLICANT:; Windward Homes
LOCATION: Tract 24330-3 - North of the Ramona Expressway,
west of Chase Street
RECOMMENDATION
Staffrecommends that the.bonds be reduced by 85 percent as`follows:
Tract 24330-3 - Bond # 206338S : Original Amount 3 46,031,00 (Labor and
Materials)
Reduced Amount $6 905.00
Bond # 206338S Amount $ 46,031.00 (Performance)
Reduced Amount $6,905.00
Additionally, direct the City Clerk to notify the following agencies/individuals:
Windward Homes
2950 Airway Ave., Unit A-15
Costa Mesa, CA 92626
Insca/Dico Group
333 Wilshire
Anaheim, CA 92801''
BACKGROUND
On February 22, 1993, it was confirmed that the public improvements listed above have
been substantially completed. The outstanding improvement includes the street cap.
Therefore, it is justified to reduce the performance and labor and material bond amounts
by 85 percent. The remaining balance is warranty to insure the street is properly capped.
would have accrued during such Fiscal Year if such principal
amount were deemed to accrue daily in equal amounts from the
preceding principal payment date or during the year preceding
the first principal payment date, as the case may be, (3) that
portion of the principal amount of all outstanding term Bonds
required to be prepaid or paid on the next succeeding
prepayment date (together with the prepayment premiums, if any,
thereon) that would have accrued during such Fiscal Year if
such principal amount (and prepayment premiums) were deemed to
accrue daily in equal amounts from the preceding prepayment
date or during the year preceding the first prepayment date, as
the case may be, and (4) that portion of any payments,
including the Installment Purchase Payments, required to be
made at the times provided in the Contracts that would have
accrued during such Fiscal Year if such payments were deemed to
accrue daily in equal amounts from, in each case, the preceding
payment date of interest or principal or the date of the
pertinent Contract, as the case may be.
For purposes of this definition, any Contract or Bonds
issued or to be issued by the City which bears interest at a
variable rate shall for all purposes hereunder be assumed to
bear interest at a fixed rate equal to the higher of (i) 8% and
(ii) the average variable rate borne over the preceding twelve
(12) months by outstanding variable rate debt issued by the
City or, if no such variable rate debt is at the time
outstanding, by variable rate debt for which the interest rate
is computed by reference to an index comparable to that
utilized in determining the interest rate for the Contract then
proposed to be entered into or the Eonds then proposed to be
issued.
Delivery Date. The term "Delivery Date" means the date of
delivery of the Certificates to the initial purchaser or
purchasers thereof.
Federal Securities. The term "Federal Securities" means
bills, certificates of indebtedness, notes, bonds, or similar
securities which are direct, non callable obligations of the
United States of America, CATS, TIGERS, STRPS or defeased
municipal bonds rated AAA by S&P or Aaa by Moody's.
Installment Payment Dates. The term "Installment Payment
Dates" shall mean the fifteenth day of February and August or
if such date is not a Business Day, the preceding Business Day.
Installment Purchase Payment Fund. The term "Installment
Purchase Payment Fund" means the account by that name
established under, and held by Trustee pursuant to, Section 402
of the Trust Agreement.
02/24/93
45410/2048/002 A-3
Installment Purchase Payments. The term "Installment
Purchase Payments" means Installment Purchase payments payable
by City to Agency or its assignee pursuant to the Agreement as
more particularly set forth in Exhibit "E" attached to the
Agreement.
Maintenance and Operation Expenses. The term "Maintenance
and Operation Expenses" means the reasonable and necessary
costs paid or incurred by City for maintaining and operating
the Water Enterprise, determined in accordance with generally
accepted accounting principles, including all reasonable
expenses of management and repair and other expenses necessary
to maintain and preserve the Water Enterprise in good repair
and working order, and including all administrative costs of
City that are charged directly or apportioned to the
maintenance and operation of the Water Enterprise, such as
salaries and wages of employees, overhead, insurance, taxes (if
any) and insurance premiums, and including all other reasonable
and necessary costs of City or charges required to be paid by
it to comply with the terms of the Installment Purchase
Agreement and the Trust Agreement, such as compensation,
reimbursement and indemnification of Trustee; but excluding in
all cases depreciation, replacement and obsolescence charges or
reserves therefor and amortization of intangibles or other
bookkeeping entries of a similar nature.
Net Proceeds. The term "Net Proceeds" when used with
respect to any insurance or condemnation award, means the gross
proceeds from such insurance or condemnation award, paid with
respect to the Project, remaining after payment therefrom of
all expenses incurred in the collection of such gross proceeds.
Net Revenues. The term "Net Revenues" means, for any
Fiscal Year, the Revenues for such Fiscal Year less the
Maintenance and Operation Expenses for such Fiscal Year.
Owner. The term "Owner" or "Certificate Owner" or "Owner
of Certificates" or any similar term, when used with respect to
the Certificates, means any person who is the owner as shown on
the Certificate Register of any Outstanding fully registered
Certificate.
Payment Dates. The term "Payment Dates" means March 1 and
September 1 of each year, commencing March 1, 1993.
02/24/93
4541O/2048/ 02 A-4
Permitted Encumbrances. The term "Permitted Encumbrances"
means as of any particular time:
(i)
Liens for and valorem taxes and assessments, if
any, not delinquent or which City may, pursuant
to Section 413 of the Installment Purchase
Agreement, permit to remain unpaid.
(ii) The Installment Purchase Agreement.
(iii) The Assignment Agreement.
(iv) The Trust Agreement.
(v) Easements, rights of way and other rights,
reservations, covenants, conditions or
restrictions which do not impair or impede
construction or operation of the Project as
evidenced by the certificate of an Authorized
Officer filed with Trustee.
Permitted Investments. The term "Permitted Investments"
means:
(A) Direct obligations of the United States of
America (including obligations issued or held in book -entry
form on the books of the Department of the Treasury) or
obligations the principal of and interest on which are
unconditionally guaranteed by the United States of America.
(B) Bonds, debentures, notes or other evidence
of indebtedness issued or guaranteed by any of the following
federal agencies and provided such obligations are backed by
the full faith and credit of the United States of America
(stripped securities are only permitted if they have been
stripped by the agency itself):
1. U.S. Export -Import Bank (Eximbank).
Direct obligations or fully guaranteed certificates of
beneficial ownership.
2. Farmers Home Administration (FHA).
Certificates of beneficial ownership.
3. Federal Financing Bank.
4. Federal Housing Administration
Debentures (FHA).
02/24/93
45410/2048/002 A-5
5. General Services Administration.
Participation certificates.
6. Government National Mortgage
Association (GNMA or "Ginnie Mae"). GNMA-guaranteed
mortgage -backed bonds; GNMA-guaranteed pass -through obligations
(not acceptable for certain cash -flow sensitive issues).
7. U.S. Maritime Administration.
Guaranteed Title HI financing.
S. U.S. Department of Housing and Urban
Development (HUD). Project Notes; Local Authority Bonds; New
Communities Debentures - U.S. government guaranteed debentures;
U.S. Public Housing Notes and Bonds - U.S. government
guaranteed public housing notes and bonds.
C. Bonds, debentures, notes or other evidence
of indebtedness issued or guaranteed by any of the following
non -full faith and credit U.S. government agencies (stripped
securities are only permitted if they have been stripped by the
agency itself):
1. Federal Home Loan Bank System. Senior
debt obligations.
2. Federal Home Loan Mortgage Corporation
(FHLMC or "Freddie Mac"). Participation Certificates; senior
debt obligations.
3. Federal National Mortgage Association
(FNMA or Fannie"Mae"). Mortgage -backed securities and senior
debt obligations (e:,:ciuded are stripped mortgage securities
which are valued greater than par on the portion of unpaid
principal.).
4. Student Loan Marketing Association
(SLMA or "Sallie Mae"). Senior debt obligations.
5. Resolution Funding Corp. (REFCORP).
Only the interest component of REFCORP strips which have been
stripped by request to the Federal Reserve Bank of New York in
book entry form are acceptable.
D. Money market funds registered under the
Federal Investment Company Act of 1940, whose shares are
registered under the Federal Securities Act of 1933, and having
a rating by S&P of AAAm-G, AAAm, or AAm.
02/24/93
45410 2048/002 A-6
E. Certificates of deposit secured at all times
by collateral described in (A) and/or (B) above. CD's must
have a one year or less maturity. Such certificates must be
issued by commercial banks, savings and loan associations or
mutual savings banks whose short term obligations are rated A
or better by S&P. Should the institution not have an adequate
S&P rating, then its CD would be acceptable if the following
collateral levels are maintained. The collateral must be held
by a third party and the bondholders must have a perfected
first security interest in the collateral.
(a) if valued daily - 102%
(b) if valued weekly - 103%
(c) if valued monthly - 106%
(d) if valued quarterly - 106%
F. Certificates of deposit, savings accounts,
deposit accounts or money market deposits which are fully
insured by FDIC or FSLIC.
G. Investment agreements, including GICs.
H. Commercial paper rated, at the time of
purchase, "Prime - 1" by Moody's or "A-1" or better by S&P.
I Fonds or notes issued by any state or
municipality which are rated by Iv1oody's or S&P in one of the
two highest rating categories assigned by such agencies.
J. Federal funds or bankers acceptances with a
maximum term of one year of any bank which has an unsecured,
uninsured or unguaranteed obligation rating of "Prime - 1" or
"A3" or better by Ivoody's and "A-1" or "A" or better by S&P.
Repurchase agreements provide for the
transfer of securities from a dealer bank or securities firm
(seller/borrower) to a municipal entity (buyer/lender), and the
transfer of cash from a municipal entity to the dealer bank or
securities firm with an agreement that the dealer bank or
securities firm will repay the cash plus a yield to the
municipal entity in exchange for the securities at a specified
-date.
Repurchase Agreements must satisfy the
following criteria:
1. Repos must be between the municipal
entity and a dealer bank or securities firm.
02/24/93
45410/2048/002 A-7
a. Primary dealers on the Federal
Reserve reporting dealer list which fall under the
jurisdiction of the SIPC and which are rated A or
better by Standard & Poor's Corporation and Moody's, or
b. Banks rated "A" or above by
Standard & Poor's Corporation and Moody's Investors
Service.
2 The written repo contract must include
the following:
transfer are:
a. Securities which are acceptable for
(1) Direct U.S. governments, or
(2) Federal acrencies backed by the
full faith and credit of the U.S. government (and
FNMA & FMAC).
b. The term of the repo may be up to
30 days.
c. The collateral must be delivered to
the municipal entity, trustee (if trustee is not
supplying the collateral) or third party acting as
agent for the trustee (if the trustee is supplying the
collateral) before/simultaneous with payment
(perfection by possession of certificated securities).
d. The trustee has a perfected first
priority security interest in the collateral.
e. Collateral is free and clear of
third -part liens and in the case of SIPC broker was not
acquired pursuant to a repo or reverse repo.
f. Failure to maintain the requisite
collateral percentage, after a two day restoration period, will
require the trustee to liquidate collateral.
g. Valuation of Collateral.
(1) The securities must be valued
weekly, marked -to -market at current market price
plus accrued interest.
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45410/2048/002 A-8
(a) The value of collateral
must be equal to 104% of the amount of cash
transferred by the municipal entity to the
dealer bank or security firm under the repo
plus accrued interest. If the value of
securities held as collateral slips below
104% of the value of the cash transferred by
municipality, then additional cash and/or
acceptable securities must be transferred.
If, however, the securities used as
collateral are FNMA or FMAC, then the value
of collateral must equal 105%.
3. Legal opinion which must be delivered
the municipalentity:
a. Repo meets guidelines under state
law for legal investment of public funds.
L. Fre-refunded municipal bonds rated "Aaa" by
Moody's and "AAA" by S&P. If, however, the issue is only rated
by S&P (i.e., there is no Moody's rating), then the
pre -refunded bonds must have been pre -refunded with cash,
direct U.S. or U.S. guaranteed obligations, or AAA rated
pre -refunded municipals to satisfy this condition.
M. Shares in the Franklin Adjustable U.S.
Government Securities Fund or any other similar fund invested
solely in securities directly guaranteed by the U.S. government
or its agencies and rated "AAAF" by S&P or comparable ratings
by Moody's.
Additional Notes
(±)
Any state -administered pool investment fund in
which the issuer is statutorily permitted or
reduired to invest.
(ii) DSRF investments should be valued at a fair
market value and marked to market annually if
maturity is longer than one year. DSRF
investments may not have maturities extending
beyond 5 years.
Project. The term "Project" means the improvements to the
Water Enterprise, including equipment, all as more fully
described in Exhibit E attached to the Installment Purchase
Agreement.
02/24/93
45410/204 /002 A-9
Project Costs. The term "Project Costs" means all costs of
payment of, or reimbursement for, acquisition, construction and
financing of the Project, including but not limited to,
architect and engineering fees, construction contractor
payments, costs of feasibility and other reports, inspection
costs, permit fees, filing and recording costs, printing costs,
reproduction and binding costs, fees and charges of the
Trustee, legal fees and charges, financial and other
professional consultant fees in connection with the foregoing.
Project Fund. The term "Project Fund" means the fund by
that name established under, and held by Trustee pursuant to,
Section 401 of the Trust Agreement.
Rebate Regulations. The term "Rebate Regulations" means
the Proposed and Temporary Treasury Regulations issued under
Section 148(f) of the Code.
Record Date. The term "Record Date" shall mean the close
of business on the fifteenth day of the month preceding a
Payment Date, whether or not such day is a business day.
Redemption Fund. The term "Redemption Fund" means the fund
by that name established under, and held by Trustee pursuant
to, Section 615 of the Trust Agreement.
Reserve Fund. The term "Reserve Fund" means the account by
that name established under, and held by Trustee pursuant to,
Section 4C3 of the Trust Agreement.
Reserve Requirement. The term "Reserve Requirement" means
the least of (i) 10% of the original proceeds of the
Certificates, (ii) Naximum Annual Debt Service on the
Certificates, or (iii) 125% of Average Annual Debt Service on
the Certificates, as certified in writing by the City to the
Trustee.
Revenues. The term "Revenues" means all income, rents,
rates, fees, charges and other moneys derived from the
ownership or operation of the City's Water Enterprise,
including, without limiting the generality of the foregoing,
(1) all income, rents, rates, fees, charges, business
interruption insurance proceeds or other moneys derived by the
City from the sale, furnishing and supplying of the water or
other services, facilities, and commodities sold, furnished or
supplied through the facilities of or in the conduct or
operation of the business of the Water Enterprise, plus (2) the
earnings on and income derived from the investment of such
income, rents, rates, fees, charges, or other moneys, including
City reserves, plus (3) the proceeds of any standby or water
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45410/2048/002 A-10
availability charges collected by the City, but excluding in
all cases customer deposits or any other deposits or advances
subject to refund until such deposits or advances have become
the property of the City.
Six -Month Period. The term "Six -Month Period" means, with
respect to a particular issue of Certificates or parity
obligations, the period of time beginning on the Delivery Date
and ending six consecutive months thereafter, and each
six-month period thereafter until the latest maturity date of
the applicable Certificate or parity obligation issue (and any
certificates that refund the particular certificate issue).
Tax Certificate. The term "Tax Certificate" means that
certain Tax Certificate executed on the Delivery Date by the
City with respect to the Certificates .
Trust Agreement. The term "Trust Agreement" means that
certain Trust Agreement dated the date hereof, by and between
Trustee, City and Agency relating to the Water Facilities, as
supplemented or amended from time to time.
Trustee. The term "Trustee" means Union Bank at its
corporate trust office in Panorama City, California, or its
successor in interest acting as trustee under the Trust
Agreement and as assignee of Agency pursuant to the Assignment
Agreement.
Water Enterprise. The term "Water Enterprise" means the
City's water system together with all additions and
improvements thereto.
Water Enterprise Fund. The term "Water Enterprise Fund"
means the fund by that name established by the City into which
all Revenues are deposited.
02/24/93
45410/2048/002 A-11
EXHIBIT "B"
(Form of Certificate of Participation)
CERTIFICATE OF PARTICIPATION
(Water Improvement Project)
Evidencing a Proportionate Interest of the
Owner Hereof in installment Purchase Payments to be Made by the
CITY OF SAN JACINTO, CALIFORNIA
to
REDEVELOPMENT AGENCY OF THE CITY OF SAN JACINTO
INTEREST RATE MATURITY DATE ORIGINAL ISSUE DATE CUSIP
March 1, 1993
Registered Owner:
Principal Amount:
The registered owner of this Certificate of Participation
(herein called the "Certificate") as set forth above, or its
assignee (herein called the "Owner"), is the owner of an
undivided percentage interest in the right to receive certain
Installment Purchase Payments under, and as defined in that
certain Installment Purchase Agreement by and between the
Redevelopment Agency of the City of San Jacinto, a California
non-profit public benefit corporation ("Agency"), and the City
of San Jacinto organized and operating pursuant to Division 11
of the Water Code of the State of California (the "City"),
dated as of March 1, 1993 (the "Installment Purchase
Agreement"), the right to receive the Installment Purchase
Payments to be made thereunder having been assigned to Union
Bank, as trustee (the "Trustee") having a corporate trust
office at which it conducts its corporate trust bus ness in
-Panorama City, California.
The Owner of this Certificate is entitled to receive,
subject to the terms of the Installment Purchase Agreement on
the Maturity Date set forth above (the "Certificate Payment
Date") the Principal Amount set forth above, representing a
portion of the Installment Purchase Payments designated as
principal coming due prior to the Certificate Payment Date, and
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45410/2048/002 B-1
to receive on March 1, 1993, and semiannually thereafter on the
first day of September and the first day of March of each year,
to and including the Certificate Payment Date or the date of
redemption, whichever is earlier, the Owner's proportionate
share of the Installment Purchase Payment designated as
interest coming due prior to each of said dates. Said
proportionate share is the result of the multiplication of the
aforesaid portion of the Installment Purchase Payment
designated as principal coming due on the Certificate Payment
Date by the Interest Rate per annum set forth above. Said
amounts representing principal and interest are payable, in
lawful money of the United States of America which at the time
of payment is legal tender for the payment of public and
private debts, at the office of the Trustee in Panorama City,
California, except that amounts representing interest are
payable by check of Trustee mailed by first class mail on the
interest payment date to the registered Owner whose name
appears on the Certificate Register on the Record Date or upon
request in writing made before the Record Date preceding the
interest payment date by the owner of $1,000,000 or more of the
Certificates shall be made on the Interest Payment Date by wire
transfer in immediately available fund to an account designated
by such Owner. Amounts representing principal are payable upon
surrender of this Certificate to the Trustee at its office in
Panorama City, California.
The Agency has assigned its rights under the Installment
Purchase Agreement to the Trustee pursuant to an Assignment
Agreement by and between the Agency and the Trustee, dated as
of March 1, 1993. The Certificates are issued pursuant to a
Trust Agreement, by and among the Trustee, the Agency and the
City, dated as of March 1, 1993 (the "Trust Agreement").
REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS
CERTIFICATE SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER
PROVISIONS SHALL HAVE THE SAME EFFECT AS IF SET FORTH AT THIS
PLACE
THE DISTRICT HAS CERTIFIED, RECITED AND DECLARED that all
acts, conditions and things required by the Constitution and
statutes of the State of California and the Trust Agreement to
-exist, to have happened and to have been performed precedent to
and in the delivery of this Certificate, exist, have happened
and have been performed in due time, form and manner as
required by law.
02/24/93
45410:2048/002 B-2
IN WITNESS WHEREOF, this Certificate has been executed by
the manual signature of the Trustee all as of the date set
forth below.
Dated: UNION BANK, as Trustee
By
(Authorized Signatory)
02/24/93
45410/2048/002 E-3
(REVERSE OF CERTIFICATE)
This Certificate has been executed and delivered by the
Trustee for the City pursuant to the terms of the Trust
Agreement. Copies of the Installment Purchase Agreement and
the Trust Agreement are on file at the office of the City and
at the principal corporate trust office of the Trustee in
Panorama City, California, and reference to the Installment
Purchase Agreement and the Trust Agreement and any and all
amendments thereto is made for a description of the pledges and
covenants of the City securing the Certificates, the nature,
extent and manner of enforcement of such pledges, the rights
and remedies of the Owners of the Certificates with respect
thereto and the terms and conditions upon which the
Certificates are delivered thereunder. To the extent and in
the manner permitted by the terms of the Trust Agreement, the
provisions of the Trust Agreement may be amended by the City
and the Trustee for the purpose of curing ambiguities and for
similar purposes, provided that such amendment does not
adversely affect the interests of the Owners of the
Certificates, or with the written consent of the Owners of at
least a majority in principal amount of the Certificates then
outstanding. Any terms herein set forth and not otherwise
defined are defined in the Trust Agreement.
The registration of this Certificate shall be transferable
only upon the Certificate Register, which shall be kept for
that purpose at the office of the Trustee in Panorama City,
California, upon surrender hereof together with a written
instrument of transfer satisfactory to the Trustee duly
executed by the registered Owner or his duly authorized
attorney. Upon the registration of the transfer, and the
surrender of this Certificate, the Trustee shall provide in the
name of the transferee, a new fully registered Certificate or
Certificates.
The Trustee shall not be reduired to register the transfer
or exchange of any Certificate (i) within 15 days preceding
selection of Certificates for redemption and (ii) .elected for
redemption.
The Certificates are deliverable as fully registered
Certificates without coupons in the denomination of $5,000 and
any authorized integral multiple thereof. Subject to the
limitations and conditions and upon payment of the charges, if
any, as provided in the Trust Agreement, fully registered
Certificates may be exchanged for a like aggregate principal
amount of fully registered Certificates of other authorized
denominations.
02/24/93
4541Q/2048/002
4-±
The Certificates are subject to mandatory redemption in
whole or in part, and if in part the City shall determine which
Certificates are to be redeemed on any March 1 or September 1,
without premium, at the principal amount thereof, together with
accrued interest to the date fixed for redemption from the
proceeds of insurance, or condemnation not used to repair or
replace the Project.
The Certificates are further subject to mandatory
redemption in whole prior to maturity on any March 1 or
September 1, at the principal amount thereof, without premium,
together with accrued interest to the date fixed for
redemption, upon acceleration of Installment Purchase Payments
in the event of a default by the City under the Installment
Purchase Agreement
The Certificates are further subject to optional redemption
in whole or in part, and if in part the City shall determine
which Certificates are to be redeemed on any March 1 or
September 1, without premium, at the principal amount thereof,
together with accrued interest to the date fixed for redemption
from excess money in the Project Fund deposited in the
Redemption Fund as provided in the Trust Agreement.
The Certificates maturing on or after March 1, 2001 are
subject to optional redemption in whole, or in part in inverse
order of maturity, and if less than all of a maturity is
redeemed then by lot within each maturity, on any March 1, or
September 1, on or after March 1, 2000, at the principal amount
(but not less than $5,000) with respect thereto, together with
the premium set forth below (expressed as a percentage of the
total amount redeemed), and accrued interest to the date fixed
for redemption from the proceeds of prepayments of Installment
Payments made by City pursuant to the Installment Purchase
Agreement:
Prepayment Dates
March 1, 2000 and September 1, 2000
March 1, 2001 and September 1, 2001
March 1, 2002 and thereafter
Premium
102%
101%
100%
The Certificates maturing on March 1, 2013 and March 1,
2023 are subject to mandatory sinking fund redemption prior to
maturity by lot from Installment Purchase Payments in the
amounts and on the dates set forth in the Trust Agreement.
02/24/93
45419,2048:002 B-5
[Form of Assignment]
ASSIGNMENT
For value received,
the undersigned, do(es) hereby sell, assign and transfer
unto [I.D.No. J the
within -mentioned registered Certificate and hereby irrevocably
constitute(s) and apiDoint(s)
attorney, to transfer the same on the certificate register of
Trustee with full power of substitution in the premises.
Dated: , 19
Signature Guarantee:
Note: The sianature(s) on this
Assignment must correspond with
the name(s) as written on the
face of the within registered
Certificate in every particular
without alteration or enlarge-
ment or any change whatsoever.
02/24/93
45410/2048/002 E-6
EXHIBIT "C"
Requisition No.
CERTIFICATE PERTAINING TO PAYMENT OF
PROJECT COSTS AND COST OF ISSUANCE
is hereby requested to pay
from the Project Fund established by the Trust Agreement dated
as of March 1, 1993, by and among Trustee, Redevelopment Agency
of the City of San Jacinto and the City of San Jacinto (the
"City") (the "Trust Agreement") to the person or corporation
designated below as payee, the sum set forth below such
designation, in payment of the Project Costs or Cost of
Issuance described below.
Description of
Project Cost
Description of
Cost of Issuance
Amount Payee
(i) the amounts to be disbursed constitute Project Costs
or Cost of Issuance as said terms are defined in the Trust
Agreement, and that said amounts are not being paid in advance
of the time, if any, fixed for payment;
(ii) no amount set forth in this certificate was included
in any certificate requesting disbursement previously filed
with Trustee pursuant to the Trust Agreement; and
(iii) the amount remaining in the Project Fund, together
with interest earnings thereon, after payment of the amount set
forth in this certificate will be sufficient to pay all
remaining estimated Project Costs and Cost of Issuance.
I hereby certify that I am an Authorized Officer of City as
defined in the Trust Agreement.
Date:
City of San Jacinto
Title: City Manager
02/24/93
45410/2048/002 C-1
Draft of 2/25/93
PRELIMINARY OFFICIAL STATEMENT DATED MARCH , 1993
NEW ISSUE; FULL BOOK ENTRY
In the opinion of Stradling, Yocca, Carlson & Rauth, A
Professional Corporation, Newport Beach, California, Special
Counsel, under existing statutes, regulations, rulings and
judicial decisions, and assuming certain representations and
compliance with certain covenants and requirements described
herein, interest evidenced and represented by the Certificates is
excluded from gross income for federal income tax purposes and is
not an item of tax preference for purposes of calculating the
federal alternative minimum tax imposed on individuals and
corporations. In the further opinion of Special Counsel,
interest evidenced and represented by the Certificates is exempt
from State of California personal income tax. See "TAX
EXEMPTION" herein with respect to tax consequences with respect
to the Certificates.
CERTIFICATESOF PARTICIPATION
(Water Improvement Project)
Evidencing Proportionate Interests of the Owners
Thereof in Installment Purchase Payments to be Made by the
CITY OF SAN JACINTO
Pursuant to an Installment Purchase Agreement with the
REDEVELOPMENT AGENCY OF THE CITY OF SAN JACINTO
Dated: March 1, 1993 Due: March 1, as shown below
The Certificates are deliverable in fully registered form in the
denomination of $5,000 or any integral multiple thereof, and when
issued will be registered in the name of Cede & Co. as nominee of
The Depository Trust Company, New York, New York ("DTC").
Beneficial owners of the Certificates will not receive physical
certificates representing the Certificates purchased, but will
receive a credit balance on the books of the nominees of such
beneficial owners. So long as Cede & Co. is the registered
holder of the Certificates, principal of and premium, if any, and
interest evidenced and represented by the Certificates will be
paid by Union Bank, Los Angeles, California, as Trustee (the
"Trustee"), directly to DTC, which will in turn remit such
principal, premium, if any, and interest to its participants for
subsequent disbursement to the beneficial owners of the
Certificates as described herein. See "THE CERTIFICATES -
Book -Entry System." Principal of and premium, if any, evidenced
and represented by the Certificates will be payable at maturity
or redemption upon surrender thereof at the principal corporate
trust office of the Trustee in Los Angeles, California.
Interest evidenced and represented by the Certificates is payable
semiannually on each March 1 and September 1, commencing
September 1, 1993.
So long as Cede & Co. is the registered holder of the
Certificates, references herein to the holders or owners or
registered holders or owners of the Certificates shall mean Cede
& Co. and shall not mean the beneficial owners of the
Certificates.
The Certificates are subject to optional, mandatory and
extraordinary prepayment as more fully described herein.
The proceeds of the Certificates will be used to finance the
acquisition and construction of certain water system improvements
and related facilities serving the City of San Jacinto (the
"City"), fund a reserve fund, fund capitalized interest through
September 1, 1994 and pay certain costs of issuance.
The Certificates are payable from Installment Purchase Payments
and the interest thereon payable by the City and amounts on
deposit in certain funds and accounts established by the
Installment Purchase Agreement and the Trust Agreement. The
obligation of the City to make Installment Purchase Payments to
the Redevelopment Agency of the City of San Jacinto (the
"Agency") is a special obligation of the City payable solely from
Net Revenues of the water system.
The obligation of the City to pay Installment Purchase Payments
and the interest thereon does not constitute an obligation of the
City for which the City is obligated to levy or pledge any form
of taxation or for which the City has levied or pledged any form
of taxation. The obligation of the City to pay the Installment
Purchase Payments and the interest thereon is a special
obligation of the City payable solely from Net Revenues and other
funds provided for in the Installment Purchase Agreement, and
does not constitute a debt of the City, the Agency or of the
State of California or of any political subdivision thereof
within the meaning of any constitutional or statutory debt
limitation or restriction.
2
14307.01\0000000000
MATURITY SCHEDULE'
Maturity Principal Interest
(March 1) Amount Rate
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
Price
% Term Certificates Due March 1, 2013 Yield - %
% Term Certificates Due March 1, 2023 Yield - %
(Plus accrued interest from March 1, 1993)
THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR REFERENCE ONLY.
IT IS NOT A SUMMARY OF THIS ISSUE. INVESTORS MUST READ THE
ENTIRE OFFICIAL STATEMENT TO OBTAIN INFORMATION ESSENTIAL TO THE
MAKING OF AN INFORMED INVESTMENT DECISION.
The Certificates are offered when, as and if delivered and
received by the Underwriter, subject to the approval as to their
legality by Stradling, Yocca, Carlson & Rauth, A Professional
Corporation, Newport Beach, California, Special Counsel, and
certain other conditions. Certain legal matters will be passed
upon for the Redevelopment Agency of the City of San Jacinto by
Stradling, Yocca, Carlson & Rauth, A Professional Corporation,
Newport Beach, California, and for the Underwriter by Brown &
Wood, Los Angeles, California. It is anticipated that the
Certificates in definitive form will be available for delivery
through the facilities of DTC against payment therefor in New
York, New York, on or about April , 1993.
Westhoff -Martin & Associates
March , 1993
* Preliminary, subject to change.
3
14307.01\0000000000
CITY OF SAN JACINTO
City Council
Henry Hafliger, Mayor
Trammell Ford, Mayor Pro Tem Jan Leahy, Councilmember
David Solorio, Councilmember Patrick Williams, Councilmember
Staff
Pamela Easter, City Manager
Anna Vega, Finance Director
Les Evans, Interim Director of Public Works
Pamela Lee, Deputy City Clerk
SPECIAL COUNSEL
Stradling, Yocca, Carlson & Rauth, A Professional Corporation
Newport Beach, California
TRUSTEE
Union Bank
Los Angeles, California
UNDERWRITER
Westhoff -Martin & Associates
Lafayette, California
UNDERWRITER'S COUNSEL
Brown & Wood
Los Angeles, California
TABLE OF CONTENTS
Page
SUMMARY STATEMENT
INTRODUCTION 1
ESTIMATED SOURCES AND USES OF FUNDS 2
THE PROJECT 3
THE CERTIFICATES 3
General Provisions 3
Book -Entry System 4
Prepayment 7
Notice of Prepayment 9
INSTALLMENT PURCHASE PAYMENTS • 10
SECURITY FOR THE CERTIFICATES 11
Pledge of Net Revenues 11
Limited Liability 12
Rate Covenant 13
Limitations on Additional Bonds and Contracts 13
Reserve Fund 14
THE CITY 15
General 15
Municipal Government 16
Employees and Employee Benefits 16
Budget Process 17
Insurance 17
Outstanding Indebtedness 18
WATER SUPPLY 18
Aquifiers 18
THE WATER SYSTEM 18
General 18
Service Area 19
Historic Water Connections and Water System Sales
Revenues 19
Historic Water Deliveries 20
Largest Customers 20
Water System Rates and Charges 21
Future Water System Improvements 23
Projected Water Connections and Water System Sale
Revenues 23
CONSTITUTIONAL LIMITATIONS ON APPROPRIATIONS AND CHARGES • 28
THE AGENCY 29
APPROVAL OF LEGAL PROCEEDINGS 30
LITIGATION 30
TAX EXEMPTION 30
RATINGS 32
UNDERWRITING 32
MISCELLANEOUS 32
APPENDIX A - CITY FINANCIAL STATEMENTS A-1
APPENDIX B - DEFINITIONS AND SUMMARY OF CERTAIN DOCUMENTS . • B-1
APPENDIX C - FORM OF SPECIAL COUNSEL'S OPINION C-1
-1-
14307.01\0000000000
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVERALLOT
OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET
PRICE OF THE CERTIFICATES AT A LEVEL ABOVE THAT WHICH MIGHT
OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
No dealer, broker, salesperson or other person has been
authorized to give any information or to make any representations
other than those contained in this Official Statement in
connection with the offering made hereby and, if given or made,
such other information or representations must not be relied upon
as having been authorized by the City or the Underwriter. This
Official Statement does not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of
the Certificates by a person in any jurisdiction in which it is
unlawful for such person to make such an offer, solicitation or
sale.
This Official Statement is not to be construed as a contract
with the purchasers of the Certificates. Statements contained in
this Official Statement which involve estimates, forecasts or
matters of opinion, whether or not expressly so described herein,
are intended solely as such and are not to be construed as a
representation of facts.
The information set forth herein has been obtained from
official sources which are believed to be reliable but it is not
guaranteed as to accuracy or completeness, and is not to be
construed as a representation by the Underwriter. The
information and expression of opinions herein are subject to
change without notice and neither delivery of this Official
Statement nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no
change in the affairs of the City since the date hereof.
14307.01\0000000000
SUMMARY STATEMENT
This summary is subject in all respects to the more complete
information contained in this Official Statement, and the
offering of the Certificates to potential investors is made only
by means of the entire Official Statement.
Purpose. The proceeds of the Certificates will be used to
finance the acquisition and construction of certain water system
improvements and related facilities serving the City of San
Jacinto (the "City"), fund a reserve fund, fund capitalized
interest through September 1, 1994 and pay certain costs of
issuance. See "ESTIMATED SOURCES AND USES OF FUNDS" and "THE
PROJECT" herein.
Security for the Certificates. Each Certificate evidences
and represents a proportionate interest of the Owner thereof in
Installment Purchase Payments and the interest thereon to be made
by the City to the Redevelopment Agency of the City of San
Jacinto (the "Agency") as the price for the Project pursuant to
an Installment Purchase Agreement with the Agency. The
Installment Purchase Payments and the interest thereon are
scheduled to be sufficient to pay the principal of and interest
due with respect to the Certificates. The Certificates are
payable from Installment Purchase Payments and the interest
thereon payable by the City and amounts on deposit in certain
funds and accounts established by the Installment Purchase
Agreement and the Trust Agreement. See "SECURITY FOR THE
CERTIFICATES" herein.
THE OBLIGATION OF THE CITY TO PAY INSTALLMENT PURCHASE
PAYMENTS AND THE INTEREST THEREON DOES NOT CONSTITUTE AN
OBLIGATION OF THE CITY FOR WHICH THE CITY IS OBLIGATED TO LEVY OR
PLEDGE ANY FORM OF TAXATION OR FOR WHICH THE CITY HAS LEVIED OR
PLEDGED ANY FORM OF TAXATION. THE OBLIGATION OF THE CITY TO PAY
THE INSTALLMENT PURCHASE PAYMENTS AND THE INTEREST THEREON IS A
SPECIAL OBLIGATION OF THE CITY PAYABLE SOLELY FROM NET REVENUES
AND OTHER FUNDS PROVIDED FOR IN THE INSTALLMENT PURCHASE
AGREEMENT, AND DOES NOT CONSTITUTE A DEBT OF THE CITY, THE AGENCY
OR OF THE STATE OF CALIFORNIA OR OF ANY POLITICAL SUBDIVISION
THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY
DEBT LIMITATION OR RESTRICTION.
Rate Covenant. The City has covenanted in the Installment
Purchase Agreement to fix, prescribe and collect revenues for
water service at least sufficient to yield during each Fiscal
Year Net Revenues equal to 110% of Debt Service. See "SECURITY
FOR THE CERTIFICATES -Rate Covenant" herein.
Additional Contracts and Bonds. The City may execute
Contracts or issue Bonds payable on a parity with the Installment
Purchase Payments and the interest thereon subject to meeting the
14307.01\0000000000
conditions described herein. See "SECURITY FOR THE CERTIFICATES -
Limitations on Additional Contracts and Bonds" herein.
Reserve Fund. A Reserve Fund is established under the Trust
Agreement as security for the Certificates in an amount equal to
the Reserve Requirement, initially equal to Maximum Annual Debt
Service on the Certificates. All money in the Reserve Fund will
be used and withdrawn by the Trustee solely for the purpose of
paying the interest, principal, or prepayment premiums, if any,
evidenced and represented by the Certificates in the event that
no other money is available therefor or for the retirement of all
Certificates then Outstanding. See "SECURITY FOR THE
CERTIFICATES -Reserve Fund" herein.
Extraordinary Prepayment Upon Event of Default. The
Certificates are subject to mandatory redemption in whole, on any
Payment Date, without premium, at the principal amount thereof,
together with accrued interest to the date fixed for redemption,
from moneys resulting from the acceleration of the Installment
Purchase Payments in the event of a default under the Installment
Purchase Agreement. See "THE CERTIFICATES -Extraordinary
Prepayment Upon Event of Default" herein.
Extraordinary Prepayment from Insurance or Condemnation Net
Proceeds. The Certificates are subject to mandatory redemption
in whole or in part, and if in part the City shall determine
which Certificates are to be redeemed on any Payment Date,
without premium, at the principal amount thereof, together with
accrued interest to the date fixed for redemption from the Net
Proceeds of insurance or condemnation deposited in the
Installment Purchase Payment Fund as a prepayment of Installment
Purchase Payments as provided in the Installment Purchase
Agreement. See "THE CERTIFICATES -Extraordinary Prepayment from
Insurance or Condemnation Net Proceeds" herein.
Optional Prepayment. The Certificates maturing on or after
March 1, 2001 are subject to redemption in whole, or in part in
inverse order of maturity, and if less than all of a maturity is
redeemed then by lot within each maturity, on any March 1 or
September 1, on or after March 1, 2000, at the principal amount
(but not less than $5,000) with respect thereto, together with
the premium set forth below (expressed as a percentage of the
total amount redeemed), and accrued interest to the date fixed
for redemption from the proceeds of prepayments of Installment
Purchase Payments made by City pursuant to the Installment
Purchase Agreement:
-iv-
14307.01\0000000000
Payment Dates Premium
March 1, 2000 and September 1, 2000
March 1, 2001 and September 1, 2001
March 1, 2002 and thereafter
102%
101%
100%
See "THE CERTIFICATES -Optional Prepayment" herein.
Mandatory Sinking Fund Prepayment. The Certificates
maturing on March 1, 2013, and March 1, 2023, are subject to
mandatory sinking fund redemption prior to maturity by lot from
Installment Purchase Payments in the amounts and on the dates set
forth under the caption "THE CERTIFICATES - Mandatory Sinking
Fund Prepayment" at a redemption price equal to the principal
amount thereof, without premium, plus accrued interest to the
date of redemption.
City of San Jacinto. The City, founded in 1870, was
incorporated in 1888 and is the oldest city in Riverside County.
The City is located approximately 35 miles southeast of the City
of San Bernardino and the City of Riverside and contains
approximately 7.94 square miles in total area. The community is
surrounded by farm and agricultural lands in the San Jacinto
Valley beneath the San Jacinto Mountains to the east. The City
has a current population of over 22,500 persons. See "THE CITY"
herein.
The City's water system serves over 9,000 residents. The
City's entire water supply is derived from underground aquifers.
The water system is also connected to the Eastern Municipal Water
District which provides a backup water supply if needed. See
"WATER SUPPLY" and "THE WATER SYSTEM" herein.
-v-
14307.01\0000000000
$1,765,000°
CERTIFICATES OF PARTICIPATION
(Water Improvement Project)
Evidencing Proportionate Interests of the Owners
Thereof in Installment Purchase Payments to be Made by the
CITY OF SAN JACINTO
Pursuant to an Installment Purchase Agreement with the
REDEVELOPMENT AGENCY OF THE CITY OF SAN JACINTO
INTRODUCTION
This Official Statement, including the cover page and all
appendices hereto, provides certain information concerning the
Certificates of Participation (Water Improvement Project) (the
"Certificates"), in the aggregate principal amount of
$1,765,000% All descriptions and summaries of various documents
hereinafter set forth do not purport to be comprehensive or
definitive, and reference is made to each document for complete
details of all terms and conditions. All statements herein are
qualified in their entirety by reference to each document.
Certain capitalized terms used herein shall have the meaning
given such terms in Appendix B hereto entitled "DEFINITIONS AND
SUMMARY OF CERTAIN DOCUMENTS."
The Certificates evidence the proportionate interests of the
registered owners thereof (the "Owners") in installment purchase
payments (the "Installment Purchase Payments") and the interest
thereon to be made by the City of San Jacinto (the "City") as the
price for certain water system improvements and related
facilities (as more fully described herein, the "Project")
pursuant to an Installment Purchase Agreement, dated as of
March 1, 1993 (the "Installment Purchase Agreement"), by and
between the City and the Redevelopment Agency of the City of San
Jacinto (the "Agency"). The Certificates are being executed and
delivered pursuant to a Trust Agreement, dated as of March 1,
1993 (the "Trust Agreement"), by and among the City, the Agency
and Union Bank, Los Angeles, California, as Trustee thereunder
(the "Trustee"). The Certificates evidence the proportionate
interests of the Owners thereof in Installment Purchase Payments
and the interest thereon payable by the City, as the purchaser,
to the Agency, as the seller, for the Project. Pursuant to an
Assignment Agreement, dated as of March 1, 1993 (the "Assignment
Agreement"), the Agency has assigned to the Trustee for the
benefit of the Owners of the Certificates substantially all its
rights under the Installment Purchase Agreement, including its
*Preliminary, subject to change.
right to receive Installment Purchase Payments and the interest
thereon from the City and the right to exercise any remedies
provided in the Installment Purchase Agreement in the event of a
default by the City thereunder.
The Certificates are payable from Installment Purchase
Payments and the interest thereon payable by the City and amounts
on deposit in certain funds and accounts established by the
Installment Purchase Agreement and the Trust Agreement. The
City's obligation to make the Installment Purchase Payments and
the interest thereon is a special obligation of the City payable
solely from Net Revenues of the City's Water System. Under no
circumstances shall the City be required to advance any moneys
derived from any source of income other than the Net Revenues and
the other funds provided in the Installment Purchase Agreement
for the payment of the Installment Purchase Payments or the
interest thereon or for the performance of any agreements or
covenants required to be performed by the City thereunder. See
"SECURITY FOR THE CERTIFICATES" herein.
ESTIMATED SOURCES AND USES OF FUNDS
The following table sets forth the estimated sources and
uses of the proceeds (exclusive of accrued interest) of the
Certificates rounded to the nearest hundred dollars.
SOURCES
USES
Certificate Proceeds . .
Total Sources . .
Project Fundm $
Reserve Fund
Deposit to Prepaid
Interest Accountm . . .
Underwriter's Discount
Total Uses $
(1) Includes legal and financing costs; printing costs; fees of rating
agency; initial fees of the Trustee; advertising costs; Special Counsel
fees and costs of the Project.
(2) Represents amount which, [together with investment earnings thereon,] is
anticipated to be sufficient to pay interest evidenced by the
Certificates from the date of delivery to September 1, 1994.
2
14307.01\0000000000
THE PROJECT
[to come]
Description. [to come]
Governmental Approvals. [to come]
City to Act as Agency's Agent. Pursuant to the Installment
Purchase Agreement, the Agency has appointed the City as its
agent to carry out all phases of the acquisition and construction
of the Project, and the City has assumed all rights, liabilities,
duties and responsibilities regarding acquisition and
construction of the Project.
Substitution. The City may substitute other improvements
for those listed as components of the Project above, but only if
the City first files with the Agency and the Trustee a
certificate of an authorized representative of the City
identifying the improvements to be substituted and the
improvements they replace in the Project and stating that the
estimated costs of acquisition and construction of the
substituted improvements are not less than such costs of the
improvements previously planned and/or the Agency has additional
Certificate proceeds to acquire and construct the additional
improvements.
THE CERTIFICATES
General Provisions
The Certificates are deliverable in fully registered form in
the denomination of $5,000 or any integral multiple thereof, and
when issued will be registered in the name of Cede & Co. as
nominee of The Depository Trust Company, New York, New York
("DTC"). Beneficial owners of the Certificates will not receive
physical certificates representing the Certificates purchased,
but will receive a credit balance on the books of the nominees of
such beneficial owners. So long as Cede & Co. is the registered
holder of the Certificates, principal of and premium, if any, and
interest evidenced and represented by the Certificates will be
paid by Union Bank, Los Angeles, California, as Trustee (the
"Trustee"), directly to DTC, which will in turn remit such
principal, premium, if any, and interest to its participants for
subsequent disbursement to the beneficial owners of the
Certificates as described herein. See "THE CERTIFICATES -
Book -Entry System." Principal of and premium, if any, evidenced
and represented by the Certificates will be payable at maturity
or redemption upon surrender thereof at the principal corporate
trust office of the Trustee in Los Angeles, California.
3
14307.01\0000000000
Interest evidenced and represented by the Certificates is
payable semiannually on each March 1 and September 1 (each, a
"Payment Date"), commencing September 1, 1993. In the event that
the book -entry system shall no longer be used with respect to the
Certificates, interest evidenced and represented by the
Certificates is payable by check of the Trustee mailed by first
class mail on each Payment Date to the registered owner whose
name appears on the Certificate Register at the close of business
on the 15th day of the month preceding the Payment Date, whether
or not a business day (the "Record Date"), or upon request in
writing made before the Record Date preceding the Payment Date by
the owner of $1,000,000 or more of the Certificates shall be made
on the Payment Date by wire transfer in immediately available
funds to an account designated by such owner.
So long as Cede & Co. is the registered holder of the
Certificates, references herein to the holders or owners or
registered holders or owners of the Certificates shall mean Cede
& Co. and shall not mean the beneficial owners of the
Certificates.
Book -Entry System
DTC will act as securities depository for the Certificates.
The Certificates will be issued as fully -registered securities
registered in the name of Cede & Co. (DTC's partnership nominee).
One fully -registered Certificate will be issued for each maturity
of the Certificates, each in the aggregate principal amount of
such maturity, and will be deposited with DTC.
DTC is a limited -purpose trust company organized under the
New York Banking Law, a "banking organization" within the meaning
of the New York Banking Law, a member of the Federal Reserve
System, a "clearing corporation" within the meaning of the New
York Uniform Commercial Code and a "clearing agency" registered
pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934. DTC holds securities that its participants
(the "Participants") deposit with DTC. DTC also facilitates the
settlement among Participants of securities transactions, such as
transfers and pledges, in deposited securities through electronic
computerized book -entry changes in Participants' accounts,
thereby eliminating the need for physical movement of securities
certificates. Direct Participants include securities brokers and
dealers, banks, trust companies, clearing corporations, and
certain other organizations. DTC is owned by a number of its
Direct Participants and by the New York Stock Exchange, Inc., the
American Stock Exchange, Inc., and the National Association of
Securities Dealers, Inc. Access to the DTC system is also
available to others such as securities brokers and dealers,
banks, and trust companies that clear through or maintain a
custodial relationship with a Direct Participant, either directly
or indirectly ("Indirect Participants"). The Rules applicable to
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DTC and its Participants are on file with the Securities and
Exchange Commission.
Purchases of the Certificates under the DTC system must be
made by or through Direct Participants, which will receive a
credit for the Certificates on DTC's records. The ownership
interest of each actual purchaser of each Certificate
("Beneficial Owner") is in turn to be recorded on the Direct and
Indirect Participants' records. Beneficial Owners will not
receive written confirmation from DTC of their purchase, but
Beneficial Owners are expected to receive written confirmations
providing details of the transaction, as well as periodic
statements of their holdings, from the Direct or Indirect
Participant through which the Beneficial Owner entered into the
transaction. Transfers of ownership interest in the Certificates
are to be accomplished by entries made on the books of
Participants acting on behalf of Beneficial Owners. Beneficial
Owners will not receive certificates representing their ownership
interests in the Certificates, except in the event that use of
the book -entry system for the Certificates is discontinued.
To facilitate subsequent transfers, all Certificates
deposited by Participants with DTC are registered in the name of
DTC's partnership nominee, Cede & Co. The deposit of
Certificates with DTC and their registration in the name of Cede
& Co. effect no change in beneficial ownership. DTC has no
knowledge of the actual Beneficial Owners of the Certificates;
DTC's records reflect only the identity of the Direct
Participants to whose accounts such securities are credited,
which may or may not be the Beneficial Owners. The Participants
will remain responsible for keeping account of their holdings on
behalf of their customers.
Conveyance of notices and other communications by DTC to
Direct Participants, by Direct Participants to Indirect
Participants, and by Direct Participants and Indirect
Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time. THE CITY AND
THE TRUSTEE WILL NOT HAVE ANY RESPONSIBILITY OR OBLIGATION TO
SUCH DTC PARTICIPANTS OR THE PERSONS FOR WHOM THEY ACT AS
NOMINEES WITH RESPECT TO THE CERTIFICATES.
Prepayment notices shall be sent to Cede & Co. If less than
all of the Certificates within an issue are being redeemed, DTC's
practice is to determine by lot the amount of the interest of
each Direct Participant in such issue to be prepaid.
Neither DTC nor Cede & Co. will consent or vote with respect
to the Certificates. Under its usual procedures, DTC mails an
Omnibus Proxy to an issuer as soon as possible after the record
date. The Omnibus Proxy assigns Cede & Co.'s consenting or
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voting rights to those Direct Participants to whose accounts the
Certificates are credited on the record date (identified in a
listing attached to the Omnibus Proxy).
Principal, sinking fund and interest payments on the
Certificates will be made to DTC. DTC's practice is to credit
Direct Participants' accounts on payment dates in accordance with
their respective holdings shown on DTC's records unless DTC has
reason to believe that it will not receive payment on the payment
date. Payments by Participants to Beneficial Owners will be
governed by standing instructions and customary practices, as is
the case with securities held for the accounts of customers in
bearer form or registered in "street name," and will be the
responsibility of such Participant and not of DTC, the Trustee,
or the City, subject to any statutory or regulatory requirements
as may be in effect from time to time. Payment of principal and
interest to DTC is the responsibility of the City or the Trustee,
disbursement of such payments to Direct Participants shall be the
responsibility of DTC, and disbursement of such payments to the
Beneficial Owners shall be the responsibility of Direct and
Indirect Participants.
DTC may discontinue providing its services as securities
depository with respect to the Certificates at any time by giving
reasonable notice to the City or the Trustee. Under such
circumstances, in the event that a successor securities
depository is not obtained, Certificates are required to be
printed and delivered as described in the Trust Agreement.
The City may decide to discontinue use of the system of
book -entry transfers through DTC (or a successor securities
depository). In that event, Certificates will be printed and
delivered as described in the Trust Agreement.
THE CITY AND THE TRUSTEE SHALL NOT HAVE ANY RESPONSIBILITY
OR OBLIGATION TO ANY DTC PARTICIPANT, ANY BENEFICIAL OWNER OR ANY
OTHER PERSON CLAIMING A BENEFICIAL OWNERSHIP INTEREST IN THE
CERTIFICATES UNDER OR THROUGH DTC OR ANY DTC PARTICIPANT, OR ANY
OTHER PERSON WHICH IS NOT SHOWN ON THE REGISTRATION BOOKS OF THE
TRUSTEE AS BEING A BONDHOLDER, WITH RESPECT TO THE ACCURACY OF
ANY RECORDS MAINTAINED BY DTC OR ANY DTC PARTICIPANT; THE PAYMENT
BY DTC OR ANY DTC PARTICIPANT OF ANY AMOUNT IN RESPECT OF THE
PRINCIPAL OF AND PREMIUM, IF ANY, OR INTEREST ON THE
CERTIFICATES; ANY NOTICE WHICH IS PERMITTED OR REQUIRED TO BE
GIVEN TO BONDHOLDERS UNDER THE TRUST AGREEMENT; THE SELECTION BY
DTC OR ANY DIRECT OR INDIRECT PARTICIPANT OF ANY PERSON TO
RECEIVE PAYMENT IN THE EVENT OF A PARTIAL REDEMPTION OF THE
CERTIFICATES; ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC AS
BONDHOLDER; OR ANY OTHER PROCEDURES OR OBLIGATIONS OF DTC UNDER
THE BOOK -ENTRY SYSTEM.
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SO LONG AS CEDE & CO. IS THE REGISTERED OWNER OF THE
CERTIFICATES, AS NOMINEE OF DTC, REFERENCES HEREIN TO THE
BONDHOLDERS OR REGISTERED HOLDERS OF THE CERTIFICATES SHALL MEAN
CEDE & CO., AS AFORESAID, AND SHALL NOT MEAN THE BENEFICIAL
OWNERS OF THE CERTIFICATES.
The foregoing description of the procedures and
recordkeeping with respect to beneficial ownership interests in
the Certificates, payment of principal, interest and other
payments on the Certificates to DTC Participants or Beneficial
Owners, confirmation and transfer of beneficial ownership
interest in such Certificates and other related transactions by
and between DTC, the DTC Participants and the Beneficial Owners
is based solely on information provided by DTC. Accordingly, no
representations can be made concerning these matters, and neither
the DTC Participants nor the Beneficial Owners should rely on the
foregoing information with respect to such matters, but should
instead confirm the same with DTC or the DTC Participants, as the
case may be.
Prepayment
Extraordinary Prepayment Upon Event of Default. The
Certificates are subject to mandatory redemption in whole, on any
Payment Date, without premium, at the principal amount thereof,
together with accrued interest to the date fixed for redemption,
from moneys resulting from the acceleration of the Installment
Purchase Payments in the event of a default under the Installment
Purchase Agreement.
Extraordinary Prepayment from Insurance or Condemnation Net
Proceeds. The Certificates are subject to mandatory redemption
in whole or in part, and if in part the City shall determine
which Certificates are to be redeemed on any Payment Date,
without premium, at the principal amount thereof, together with
accrued interest to the date fixed for redemption from the Net
Proceeds of insurance or condemnation deposited in the
Installment Purchase Payment Fund as a prepayment of Installment
Purchase Payments as provided in the Installment Purchase
Agreement.
Optional Prepayment. The Certificates maturing on or after
March 1, 2001 are subject to redemption in whole, or in part in
inverse order of maturity, and if less than all of a maturity is
redeemed then by lot within each maturity, on any March 1 or
September 1, on or after March 1, 2000, at the principal amount
(but not less than $5,000) with respect thereto, together with
the premium set forth below (expressed as a percentage of the
total amount redeemed), and accrued interest to the date fixed
for redemption from the proceeds of prepayments of Installment
Purchase Payments made by City pursuant to the Installment
Purchase Agreement:
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Payment Dates
March 1, 2000 and September
March 1, 2001 and September
March 1, 2002 and thereafter
2000
2001
Premium
102%
101%
100%
Mandatory Sinking Fund Prepayment. The Certificates
maturing on March 1, 2013, are subject to mandatory sinking fund
redemption prior to maturity by lot from Installment Purchase
Payments in the amounts and on the dates set forth below at a
redemption price equal to the principal amount thereof, without
premium, plus accrued interest to the date of redemption:
Certificates Maturing March 1, 2013
Redemption Date (March 1) Principal Amount
2009
2010
2011
2012
2013'
Maturity.
The Certificates maturing on March 1, 2023, are subject to
mandatory sinking fund redemption prior to maturity by lot from
Installment Purchase Payments in the amounts and on the dates set
forth below at a redemption price equal to the principal amount
thereof, without premium, plus accrued interest to the date of
redemption:
Certificates Maturing March 1, 2023
Redemption Date (March 1) Principal Amount
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023'
Maturity.
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Notice of Prepayment
When redemption is authorized or required, the Trustee shall
give notice, at the expense of the City, of the redemption of the
Certificates; provided, however, except for notice of a mandatory
sinking fund redemption or notice from the proceeds of
obligations issued to refund such Certificates, no such notice
shall be given unless sufficient funds have been deposited with
the Trustee to pay the redemption price of the Certificates to be
redeemed. Such notice shall specify: (a) that the Certificates
or a designated portion thereof (in the case of redemption of a
Certificate in part but not in whole) are to be redeemed, (b) the
date of redemption, (c) the place or places where the redemption
will be made, (d) the redemption price, such price being the
principal amount redeemed plus accrued interest to the date of
redemption with premium, if any, (e) the date of issue of the
Certificates as originally issued; (f) state that the redemption
of the Certificate is subject to there being on deposit with the
Trustee on the date of redemption, moneys sufficient to redeem
the portion of the Certificates as set forth in the notice; and
(g) the rate of interest borne by each Certificate being
redeemed. Such notice shall further state that on the specified
date there shall become due and payable upon each Certificate,
the principal and premium, if any, together with interest accrued
to said date, and that from and after such date interest with
respect thereto shall cease to accrue and be payable.
A notice of such redemption shall be mailed to the
respective Owners of any Certificates designated for redemption
at their addresses appearing on the Certificate registration
books, at least 30 days but not more than 60 days prior to the
redemption date, which notice shall, in addition to setting forth
the above information, set forth, in the case of each Certificate
called only in part, the portion of the principal thereof which
is to be redeemed; provided that neither failure to mail such
notice nor any defect in any notice so mailed shall affect the
sufficiency of the proceedings for the redemption of such
Certificates. The Trustee shall not be required to transfer or
exchange any Certificate designated for redemption after giving
notice of redemption.
Notice of prepayment will also be given to certain
securities depositories and information services as described in
the Trust Agreement.
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INSTALLMENT PURCHASE PAYMENTS
No later than the Record Date prior to each Payment Date on
which such Installment Purchase Payment is due, the City will
deposit with the Trustee an amount equal to the Installment
Purchase Payment coming due on such Payment Date. The City's
deposit will be reduced by the amount to be transferred from the
Prepaid Interest Account on such Payment Date.
Annual Period
Ending March 1 Principal Interest Total
1994 $ $
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023°
Total $ $
(1) A portion of such interest will be paid to September 1, 1994 from
Certificate proceeds deposited to the Prepaid Interest Account [and
investment earnings thereon].
(2) The final year's Installment Purchase Payments are expected to be made
from the Reserve Fund.
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SECURITY FOR THE CERTIFICATES
Each Certificate evidences a proportionate interest in
Installment Purchase Payments and the interest thereon to be made
by the City under the Installment Purchase Agreement. The Agency
has assigned substantially all of its right, title and interest
under the Installment Purchase Agreement (excepting its right to
indemnification thereunder) to the Trustee, pursuant to the
Assignment Agreement, for the benefit of the Owners of the
Certificates, including but not limited to its right to receive
Installment Purchase Payments and the interest thereon and the
right to exercise any remedies provided therein in the event of a
default by the City thereunder.
Pledge of Net Revenues
All Net Revenues are pledged to the payment of the
Installment Purchase Payments and all Bonds and Contracts
hereafter executed or issued on a parity with the Installment
Purchase Payments (collectively, "Additional Obligations") as
provided in the Installment Purchase Agreement and the Net
Revenues shall not be used for any other purpose while any of the
Installment Purchase Payments, or any interest thereon, remain
unpaid except as described below. The pledge of Net Revenues
constitutes a first lien thereon for the payment of the
Installment Purchase Payments and the Additional Obligations.
Net Revenues means, for any Fiscal Year, the Revenues for
such Fiscal Year less the Maintenance and Operation Expenses for
such Fiscal Year.
"Revenues" means all income, rents, rates, fees, charges and
other moneys derived from the ownership or operation of the
City's water system, including, without limiting the generality
of the foregoing, (1) all income, rents, rates, fees, charges,
business interruption insurance proceeds or other moneys derived
by the City from the sale, furnishing and supplying of the water
or other services, facilities, and commodities sold, furnished or
supplied through the facilities of or in the conduct or operation
of the business of the water system, plus (2) the earnings on the
income derived from the investment of such income, rents, rates,
fees, charges, or other moneys, including City reserves, plus (3)
the proceeds of any stand-by or water availability charges
collected by the City, but excluding in all cases customer
deposits or any other deposits or advances subject to refund
until such deposits or advances have become the property of the
City.
"Maintenance and Operation Expenses" means the reasonable
and necessary costs paid or incurred by the City for maintaining
and operating the water [and sewer] systems of the City,
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determined in accordance with generally accepted accounting
principles, including all reasonable expenses of management and
repair and other expenses necessary to maintain and preserve the
water and sewer systems of the City in good repair and working
order, and including all administrative costs of the City that
are charged directly or apportioned to the maintenance and
operation of the water [and sewer] systems of the City, such as
salaries and wages of employees, overhead, insurance, taxes (if
any) and insurance premiums, and including all other reasonable
and necessary costs of the City or charges required to be paid by
it to comply with the terms of the Installment Purchase Agreement
and the Trust Agreement, such as compensation, reimbursement and
indemnification of the Trustee; but excluding in all cases
depreciation, replacement and obsolescence charges or reserves
therefor and amortization of intangibles or other bookkeeping
entries of a similar nature.
Limited Liability
Notwithstanding anything contained in the Installment
Purchase Agreement, the City shall not be required to advance any
moneys derived from any source of income other than the Net
Revenues and the other funds provided in the Installment Purchase
Agreement for the payment of the Installment Purchase Payments or
the interest thereon or for the performance of any agreements or
covenants required to be performed by it contained in the
Installment Purchase Agreement.
THE OBLIGATION OF THE CITY TO PAY INSTALLMENT PURCHASE
PAYMENTS AND THE INTEREST THEREON DOES NOT CONSTITUTE AN
OBLIGATION OF THE CITY FOR WHICH THE CITY IS OBLIGATED TO LEVY OR
PLEDGE ANY FORM OF TAXATION OR FOR WHICH THE CITY HAS LEVIED OR
PLEDGED ANY FORM OF TAXATION. THE OBLIGATION OF THE CITY TO PAY
INSTALLMENT PURCHASE PAYMENTS AND THE INTEREST THEREON IS A
SPECIAL OBLIGATION OF THE CITY PAYABLE SOLELY FROM NET REVENUES
AND OTHER FUNDS PROVIDED FOR IN THE INSTALLMENT PURCHASE
AGREEMENT, AND DOES NOT CONSTITUTE A DEBT OF THE CITY, THE AGENCY
OR OF THE STATE OF CALIFORNIA OR OF ANY POLITICAL SUBDIVISION
THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY
DEBT LIMITATION OR RESTRICTION.
The Installment Purchase Payments are not secured by, and
the Certificate Owner has no security interest in or mortgage on,
the Project, or the Water System or any other assets of the City.
Default by the City will not result in loss of the Project or the
Water System or any other assets of the City. Should the City
default, the Trustee, as assignee of the Agency, may declare the
entire principal amount of the unpaid Installment Purchase
Payments and the accrued interest thereon to be due and payable
immediately, and upon any such declaration the same shall become
immediately due and payable; and by mandamus or other action or
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proceeding or suit at law or in equity enforce its rights against
the City, compel the City to perform and carry out its duties
under the laws of the State of California and the agreements and
covenants required to be performed by it contained in the
Installment Purchase Agreement or by suit in equity enjoin any
acts or things which are unlawful or violate the rights of the
Agency. See "APPENDIX B - DEFINITIONS AND SUMMARY OF CERTAIN
DOCUMENTS -- Installment Purchase Agreement -- Events of Default
and Remedies of the Agency."
Rate Covenant
The City has covenanted in the Installment Purchase
Agreement to fix, prescribe and collect revenues for Water
Service which will be at least sufficient to yield during each
Fiscal Year Net Revenues equal to one hundred ten percent (110%)
of Debt Service. The City may make adjustments from time to time
in such revenues and may make such classification thereof as it
deems necessary, but shall not reduce the revenues then in effect
unless the Net Revenues from such reduced revenues will at all
times be sufficient to meet the requirements of the rate
covenant.
Limitations on Additional Bonds and Contracts
The City may at any time execute any Contract or issue any
Bonds, as the case may be, provided:
(1) The Net Revenues for the most recent audited
Fiscal Year preceding the date of adoption by the City
Council of the City of the resolution authorizing the
issuance of such Bonds or the date of the execution of such
Contracts, as the case may be, as evidenced by both a
calculation prepared by the City and a special report
prepared by an Independent Certified Public Accountant on
such calculation on file with the City, shall have produced
a sum equal to at least one hundred ten percent (110%) of
the Debt Service for such Fiscal Year; and
(2) The Net Revenues for the most recent audited
Fiscal Year preceding the date of execution by such Contract
or the date of adoption by the City Council of the City of
the resolutions authorizing the issuance of such Bonds, as
the case may be, including adjustments to give effect to
increases or decreases in the Revenues approved and in
effect as of the date of calculation, as evidenced by both a
calculation prepared by the City and a special report
prepared by an Independent Certified Public Accountant or
independent financial advisor on such calculation on file
with the City, shall have produced a sum equal to at least
one hundred ten percent (110%) of the Debt Service for such
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Fiscal Year plus the Debt Service which would have accrued
had such Contract been executed or Bonds been issued at the
beginning of such Fiscal Year; and
(3) The estimated Net Revenues for the then current
Fiscal Year and for each Fiscal Year thereafter to and
including the first complete Fiscal Year after the latest
Date of Operation of any uncompleted Project, as evidenced
by a certificate on file with the City, plus (after giving
effect to the completion of all uncompleted projects) an
allowance for estimated Net Revenues for each of such Fiscal
Years arising from any increase in the Revenues estimated to
be fixed and prescribed and which are economically feasible
and reasonably considered necessary based on projected
operations for such period, as evidenced by a certificate on
file with the City, shall produce a sum equal to at least
one hundred ten percent (110%) of the estimated Debt Service
for each of such Fiscal Years, after giving effect to the
execution of all Contracts and the issuance of all Bonds
estimated to be required to be executed or issued to pay the
costs of completing all uncompleted projects, assuming that
all such Contracts and Bonds have maturities, interest rates
and proportionate principal repayment provisions similar to
the Contract last executed or then being executed or the
Bonds last issued or then being issued for the purpose of
acquiring and constructing any of such uncompleted projects.
Reserve Fund
A Reserve Fund is established by the Trust Agreement and is
required to be funded from proceeds of the Certificates in an
amount equal to the Reserve Requirement. The Reserve Requirement
is equal to the least of (1) 10% of the original proceeds of the
Certificates, (2) Maximum Annual Debt Service on the
Certificates, or (3) 125% of Average Annual Debt Service on the
Certificates, as certified in writing by the City to the Trustee.
All money in the Reserve Fund will be used and withdrawn by
the Trustee solely for the purpose of paying the interest,
principal, or prepayment premiums, if any, evidenced and
represented by the Certificates in the event that no other money
is available therefor, or for the retirement of all Certificates
then Outstanding. All interest income received by the Trustee on
investment of moneys in the Reserve Fund will be retained in the
Reserve Fund so long as amounts on deposit in the Reserve Fund
are less than the Reserve Requirement. Subject to the above,
earnings and profits on investments in the Reserve Fund will be
transferred first to the Rebate Fund to meet the rebate
requirement, second to the Project Fund (prior to the Completion
Date), and third to the Installment Purchase Payment Fund.
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The City may satisfy the Reserve Requirement to deposit a
specified amount in the Reserve Fund by the deposit of a surety
bond, insurance policy or letter of credit. The following
requirements, among others set forth in the Trust Agreement, must
be fulfilled in the event the Reserve Requirement is fulfilled by
a deposit of a credit instrument in lieu of cash:
1. A surety bond or insurance policy issued to the Trustee
by a company licensed to issue such a bond or policy
may be deposited in the Reserve Fund to meet the
Reserve Requirement if the claims paying ability of the
issuer thereof shall be rated "AAA" by Standard &
Poor's Corporation and "Aaa" by Moody's Investors
Service.
2. An unconditional irrevocable letter of credit issued to
the Trustee, as agent of the Certificateowners, by a
bank may be deposited in the Reserve Fund to meet the
Reserve Requirement if the issuer thereof is rated at
least "AA" by Standard & Poor's Corporation and "Aa" by
Moody's Investors Service. The letter of credit will
be for a term of not less than three years. The issuer
of the letter of credit will be required to notify the
City and the Trustee, not later than 30 months prior to
the stated expiration date of the letter of credit, as
to whether such expiration date will be extended and if
so, will indicate the new expiration date.
THE CITY
General
The City, founded in 1870, was incorporated in 1888 and is
the oldest city in Riverside County. The City is located
approximately 35 miles southeast of the City of San Bernardino
and the City of Riverside and contains approximately 7.94 square
miles in total area. The community is surrounded by farm and
agricultural lands in the San Jacinto Valley beneath the San
Jacinto Mountains to the east. The City has a current population
of over 22,500 persons.
The City's water system serves over 9,000 residents. The
City's entire water supply is derived from underground aquifers.
The water system is also connected to the Eastern Municipal Water
District which provides a backup water supply if needed. The
Water System is administered by the City's Public Works/Water
Division, which has five full-time employees responsible for
water production, distribution, quality control and customer
relations. All employees in the Water Division are certified by
the State of California Health Department or American Water Works
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Association to perform maintenance and operational tasks, as well
as assure public safety.
The City enjoys close proximity to major regional recreation
areas, including the Idyllwild Recreational Area approximately 15
miles to the east, Palm Springs 43 miles to the east, San
Bernardino Mountains to the north, and beach areas such as
Newport and Laguna within a one -hour drive to the west.
Interstate Highway 15E and California Highway 10 provide
convenient access to the City. Both of these highways are
located within 10 to 15 minutes from the City's downtown area.
The City is also served by the Santa Fe Railroad which
parallels State Street.
Municipal Government
The City was incorporated in 1888 as a general law city.
The City Council-manager form of government provides for five
council members elected at large to serve 4-year overlapping
terms, at elections held every two years. The Mayor and Mayor
Pro Tem are selected from the City Council by the City Council to
serve a 1-year term. A City Manager is appointed by the City
Council to administer daily affairs of the City and to implement
policies established by the City Council.
Members
Members of the City Council
City Council
Term Expires
Henry Hafliger, Mayor 1994
Trammell Ford, Mayor Pro Tem 1994
Jan Leahy 1994
David Solorio 1996
Patrick Williams 1996
Municipal functions include police and fire protection,
water service, highways and streets, sanitation, health and
social services, public improvements, parks and, community
development and general administrative services. There are
approximately 101 full-time City employees and 15 part-time
employees.
Employees and Employee Benefits
Three association representing the police officers, the
firefighters and other public employees have negotiated contracts
for their members which expire on June 30, 1994. The City has
not experienced any strike or other labor action.
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The City contributes to the California Public Employees'
Retirement System (PERS), an agent multiple -employer defined
benefit pension plan that acts as a common investment and
administrative agent for the participating public entities within
the State of California. The City's payroll for employees
covered by PERS for the year ended June 30, 1992 was $2,621,173.
The total payroll for the year was $3,040,891.
All full-time and certain part-time City employees are
eligible to participate in PERS. Employees become vested after
five years of service. City public safety employees who retire
at or after age fifty, and miscellaneous (non -safety) employees
who retire at or after age sixty, with five years of credited
service are entitled to an annual retirement benefit, payable
monthly for life, in an amount equal to two percent of their
single highest year's salary for each year of credited service.
PERS also provides death and survivor's benefits. These benefit
provisions and all other requirements are established by State
statute and City ordinance.
Contributions required of City employees are paid by the
City on behalf of its employees. The rates are set by statute
and therefore remain unchanged from year to year. The City is
required to contribute the remaining amounts necessary to fund
the benefits for its members, using the actuarial basis
recommended by the PERS actuaries and actuarial consultants and
adopted by the PERS Board of Administration.
The amount shown below as the "pension benefit obligation"
is a standardized measure of the present value of pension
benefits, adjusted for the effects of step -rate benefits,
estimated to be payable in the future as a result of employee
service to date. The measure is intended to help assess the
funding status of PERS on a going -concern basis, assess progress
made in accumulating sufficient assets to pay benefits when due,
and make comparisons among employers. The measure is the
actuarial present value of credited projected benefits and is
independent of the funding method used to determine the
contributions to PERS.
The pension benefit obligation was computed as part of an
actuarial valuation performed as of June 30, 1991. Neither an
actuarial valuation nor an annual update as of June 30, 1992 is
available at this time. Significant actuarial assumptions used
in the valuation include (a) a rate of return on the investment
of present and future assets of 8.75 percent a year compounded
annually, (b) projected salary increases of 4.5 percent a year
compounded annually, attributable to inflation, (c) across the
board real salary increases of 0.75 percent, (d) merit raises of
2.00 percent, and (e) no post -retirement benefit increases.
17
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The total unfunded pension benefit obligation applicable to
the City employees was $598,412 at June 30, 1991.
Budget Process
The Fiscal Year of the City begins on the first day of July
of each year and ends on the thirtieth day of June of the
following year.
At such date as the City Manager determines, each department
head must furnish to the City Manager an estimate of revenues and
expenditures for such department for the ensuing Fiscal Year,
detailed in such manner as may be prescribed by the City Manager.
In preparing the proposed budget, the City Manager reviews the
estimates, holds conferences thereon with the respective
department heads, and revises the estimates as she deems
advisable.
The City Manager submits to the City Council the proposed
budget. After reviewing and making such revisions as it deems
advisable at publicly held study sessions, the City Council
determines the time for the holding of a public hearing thereon.
Copies of the proposed budget are available for inspection by the
public in the office of the City Clerk. At the conclusion of the
public hearing, the City Council further considers the proposed
budget and makes any revisions thereto that it deems advisable
and adopts the budget with such revisions, if any, by the
affirmative vote of at least a majority of the total members of
the City Council.
From the effective date of the budget, the amounts stated as
proposed expenditures become appropriated to the departments,
offices and agencies for the objects and purposes named, provided
that the City Council may approve transfer of the appropriations
of a fund from one object or purpose to another within the same
department. All appropriations lapse at the end of the Fiscal
Year to the extent that they have not been expended or lawfully
encumbered.
At any public meeting after the adoption of the budget, the
City Council may amend or supplement the budget by motion adopted
by the majority vote of the City Council.
At the beginning of each Fiscal Year the City Council
employs an independent certified public accountant who examines
the financial statements of the City in accordance with generally
accepted auditing standards, including such tests of the
accounting records and such other auditing procedures as such
accountant considers necessary. As soon as practicable after the
end of the Fiscal Year, a final audit and report is submitted by
18
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such accountant to the City Council and a copy of the financial
statements as of the close of the Fiscal Year is published.
Insurance
The City maintains general liability insurance through the
Coachella Valley Joint Powers Insurance Authority (the "JPIA") in
an amount of $5,000,000 per claim, subject to $125,000 self-
insurance. The City is self -insured for the first $250,000 of
each workers' compensation claim. The JPIA provides insurance
coverage for individual workers' compensation claims in excess of
$250,000 up to the statutory limits established in their policy.
The JPIA was formed under a joint exercise of powers
agreement between local governments and special districts under
the sponsorship of the Coachella Valley Association of
Governments for the purpose of jointly funding insurance
programs. The JPIA is composed of 21 cities and two special
districts with equal governing powers and no management
authority. Each member city must remain in the pool for three
years and may be assessed up to three times their annual premium
if the need arises. In the opinion of the City, the likelihood
of the need for excess premiums is remote.
Outstanding Indebtedness
The City currently has no outstanding indebtedness secured
by its water system revenues.
WATER SUPPLY
A uifiers
The City's entire water supply is derived from underground
aquifers. The City owns and operates three domestic wells which
produced over 790 million gallons of water in 1990, over 710
million gallons of water in 1991 and over 787 million gallons of
water in 1992. In November, 1992, the City put a new well into
operation which replaced one of the older wells and opened a
filter plant at the new wellsite. The City also owns and
operates two reservoirs with a combined capacity of 2.5 million
gallons of water storage and three booster pumps to maintain
adequate water pressure throughout the service area. The City
expects to build filter plants at the remaining two wellsites.
The Water System is connected to the Eastern Municipal Water
District which provides a backup water supply if needed.
19
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THE WATER SYSTEM
General
[TO COME]
Service Area
[TO COME]
Historic Water Connections and Water System Sales Revenues
The following table shows the number of active water
connections to the City's water system for the five most recent
fiscal years, together with the amount of its annual water sales
revenues.
HISTORIC WATER CONNECTIONS AND WATER SYSTEM SALES REVENUES
Fiscal Year
Ending Water System
June 30 Connections Increase Sales Revenues' Increase
1988 2802 $559,769
1989 2917 827,149 47 %
1990 3165 723,879 (13)
1991 3325 723,587 ( 1)
1992 3406 863,306 19
Source: City.
All domestic.
Historic Water Deliveries
ONO
The City records the volume of water delivered by its water
system. Over the past five years, the volume of water delivered
by the City has fluctuated, ranging from approximately 1,953
acre-feet in fiscal year 1991, to approximately 2,497 acre-feet
in fiscal year 1989. The following table presents a summary of
historic water deliveries in acre-feet per year for the five most
recent fiscal years.
HISTORIC WATER DELIVERIES
(In acre-feet per year)
Fiscal Year
Ending
20
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June 30
1988
1989
1990
1991
1992
Source: City.
Deliveries' Increase
2,394
2,497
2,430
1,953
2,403
4.3 %
(2.7)
(19.6)
18.7
All deliveries are from groundwater pumped from the City's three wells.
Largest Customers
The following table sets forth the eight largest customers
of the City's water system as of June 30, 1992, as determined by
the amount of their respective annual payments.
Customer
San Jacinto School District
Agri Empire
Creston Management
Sanford Hawkins
El Rancho Mobile Home Park
Morrison Homes
Bursup, Inc.
Mountain View Mobile Home Park
Source: City.
(1) In 100 cubic feet.
Water Usage(1) Annual Payment
74,665
29,496
13,541
10,187
5,175
4,747
3,100
2,436
$52,178.00
22,074.00
12,656.92
6,903.43
3,427.17
6,421.99
2,647.13
1,720.90
The ten largest customers accounted for approximately % of
water service by volume and % of water system sale revenues in
fiscal year 1992.
Water System Rates and Charges
General. The City's water system rates and charges are set
by the City Council and are not subject by statute to the
jurisdiction of, or regulation by, the California Public
Utilities Commission. The City staff annually determines the
adequacy of the water system rate structure after full
consideration of expected operations, maintenance and capital
costs. The City currently sets water charges to pay water costs
21
14307.01\0000000000
for purchased water, costs of groundwater pumping and current
operating expenses for the water system. Capital improvements
are generally funded from water charges and from connection fees.
Water Service Charges. A schedule of the City's current
monthly water rates and charges is set forth below:
Service Charge. A monthly service charge according to the
size of the subscriber's meter, as follows:
Meter Size Monthly Service Charge
5/8"
3/4"
1"
1.5"
2"
3"
4"
6"
8"
$ 6.50
$ 6.50
$ 10.25
$ 20.00
$ 30.00
$ 32.00
$ 55.00
$100.00
$145.00
Usage Charge - For all water consumed, there shall be
additional charges on the following basis:
For meters 2" and smaller:
For the first 2000 cubic feet of water used during the
monthly billing period, the charge shall be $0.665 per
100 cubic feet.
For all water used beyond the first 2000 cubic feet per
monthly billing period, the charge shall be $0.85 per
100 cubic feet.
For meters larger than 2":
For all water used, the charge shall be $0.70 per 100
cubic feet.
Lifeline Rate. For subscribers with 5/8" and 3/4" meters
there shall be no usage charge for the first 500 cubic feet of
water used during the monthly billing period.
Temporary Meters. A rental fee of $30.00 per month plus a
charge of $2.00 per day shall be imposed for each temporary meter
in addition to a usage charge of $1.05 per 100 cubic feet of
water used.
Collection Procedures. The City is on a monthly billing
cycle sending out bills for the prior month's service. Payment
is due by the 15th day after the billing date and is considered
delinquent if not paid by that date. If payment is not received,
22
14307.01\0000000000
a delinquency message appears on the next water bill. Currently
9.4% of the accounts, which account for approximately 20.8% of
Net Revenues, are delinquent. The City reports, however, that
upon receipt of such notice almost all of its customers pay
delinquent amounts within two weeks. All accounts not paid in
full within 10 days of the billing date will be discontinued
until full payment is made, a $50.00 reconnection fee.
Connection Fees. The City charges connection fees for
improvements to the water system and expansion of water
distribution facilities to meet the requirements of community
growth. The current connection fee for single family residences
is $400. The current connection fee for commercial and
industrial users ranges from $500 - $1,000 depending upon the
meter size.
The table below sets forth a comparison of Water System
connection fees for a single family residential unit to those of
nearby communities:
Community Connection Fee
City
EMWD $4,525
Lake Hemet 2,195
Hemet 885
Source: City.
Future Water System Improvements
[TO COME]
Projected Water Connections and Water System Sale Revenues
The following table shows the increase in the number of
active water connections to the water system projected by the
City for the current and next four fiscal years, together with
the increase in the amount of its annual water sales revenues
projected by the City. All deliveries are from groundwater
pumped from the City's three wells.
PROJECTED WATER CONNECTIONS AND WATER SYSTEM SALE REVENUES
Fiscal Year
Ending Water System
June 30 Connections(1) Increase Sales Revenues(1) Increase
1993 3,508 3% $1,062,279
23
23%
14307.01\0000000000
1994 3,630 3 1,097,743 3
1995 3,780 4 1,141,653 4
1996 3,930 4 1,187,319 4
1997 4,080 4 1,234,812 4
Source: City.
(1) All domestic.
Water System Financial Information
Financial Statements. A copy of the portions of the most
recent audited financial statements of the City relating to the
water fund, which were prepared by Conrad & Associates, Certified
Public Accountants, Irvine, California (the "Auditor"), is
attached as Exhibit A hereto (the "Financial Statements"). The
Auditor's letter concludes that the audited Financial Statements
present fairly, in all material respects, the financial position
of the City as of June 30, 1992 and the results of its operations
and cash flows for the year then ended in conformity with
generally accepted accounting principles.
The Financial Statements have been prepared for all of the
City's funds and accounts. The obligation of the City to make
Installment Purchase Payments and the interest thereon pursuant
to the Installment Purchase Agreement is, however, limited to Net
Revenues, and the City is not obligated to apply any other
revenues to make such payments.
The summary operating results contained under the caption
"-- Historic Operating Results and Debt Service Coverage" are
derived from these financial statements (excluding certain
non -cash items and after certain other adjustments) and are
qualified in their entirety by reference to such statements,
including the notes thereto.
Historic Operating Results and Debt Service Coverage. The
following table is a summary of operating results of the water
system of the City for the last five fiscal years. These results
have been derived from the City's Financial Statements but
exclude certain non -cash items and include certain other
adjustments. The table has not been audited by the City's
Auditor.
24
14307.01\0000000000
HISTORIC OPERATING RESULTS
Combining Statement of Revenues, Expenses and
Changes in Retained Earnings
Fiscal
Year ended June 30,
Operating revenues:
Charges for services
Connection fees
Miscellaneous
Total Operating Revenues
Operating expenses:
Personal services
Employee benefits
Administrative
Office expense
Engineering
Facility operations
and maintenance
Depreciation
Professional services
Insurance
Repairs and maintenance
Utilities
Franchise
Miscellaneous
Total operating Revenues
Operating income (loss)
Nonoperating revenues (expenses):
Interest income
Interest and fiscal charges
Total nonoperating revenues
(expenses)
Income (loss) before
operating transfers
Operating transfers:
Operating transfers out
Total operating transfers
Net income (loss)
Retained earnings at beginning of year_
Retained earnings at end of year
1989 1990
$ 827,149 $
3,990
-0-
831,139
149, 647
60,035
10,100
63,992
121,277
15,703
13,593
19,417
145,504
37,486
9,773
773,705
223,562
381,415
138,682
166,303
44,759
11,118
58,440
133,404
13,381
3,793
13,901
165,338
41,307
3,776
646,527 655,470
184,612 723,212
16,011
8,100
75, 698
(15,000)
24,111 60,698
208,732 783,910
-0- -0-
208,723 783,910
800,580 $1,009,303
$1,009,303 $1,793,213
Source: Audited financial statements of the City.
1991
$ 723,587
79,687
60,295
$ 863,569
$ 279,129
25,245
2,244
14,836
858
95,729
148,798
40,773
11,013
44, 179
168,045
35,288
8,733
$ 874,870
(11,301)
66,521
(13,100)
53,421
1992
$ 863,306
41,227
83,298
$ 987,831
$ 226,565
24,223
1,184
21,036
313
106,101
242,818
153,494
12,833
219,517
176,078
124,424
381
$1,308,968
(321,137)
8,407
(6,764)
1,643
(319,494)
(99,501)
(99,501)
42,120 (418,995)
$1,793,213 $1,835,333
$1,835,_333 $1,4 6,338
Projected Operating Results and Debt Service Coverage. The
City's estimated projected operating results for its water system
for the current and next four fiscal years are set forth below,
reflecting certain significant assumptions concerning future
events and circumstances. The financial forecast represents the
City's estimate of projected financial results based upon its
25
14307.01\0000000000
judgment of the most probable occurrence of certain important
future events. The assumptions set forth in the footnotes to the
chart below are material in the development of the City's
financial projections, and variations in the assumptions may
produce substantially different financial results. Actual
operating results achieved during the projection period may vary
from those presented in the forecast and such variations may be
material.
CONSTITUTIONAL LIMITATIONS ON APPROPRIATIONS AND CHARGES
Article XIIIB of the California State Constitution limits
the annual appropriations of the State and of any city, county,
school district, authority or other political subdivision of the
State to the level of appropriations of the particular
governmental entity for the prior fiscal year, as adjusted for
changes in the cost of living and population. The "base year"
for establishing such appropriation limit is the 1978/79 fiscal
year and the limit is to be adjusted annually to reflect changes
in population and consumer prices. Adjustments in the
appropriations limit of an entity may also be made if (i) the
financial responsibility for a service is transferred to another
public entity or to a private entity, (ii) the financial source
for the provision of services is transferred from taxes to other
revenues, or (iii) the voters of the entity approve a change in
the limit for a period of time not to exceed four years.
Appropriations subject to Article XIIIB generally include
the proceeds of taxes levied by the State or other entity of
local government, exclusive of certain State subventions and
refunds of taxes. "Proceeds of taxes" include, but are not
limited to, all tax revenues and the proceeds to an entity of
government from (i) regulatory licenses, user charges, and user
fees (but only to the extent such proceeds exceed the cost of
providing the service or regulation), and (ii) the investment of
tax revenues. Article XIIIB includes a requirement that if an
entity's revenues in any year exceed the amounts permitted to be
spent, the excess would have to be returned by revising tax rates
or fee schedules over the subsequent two years.
Certain expenditures are excluded from the appropriations
limit including payments of indebtedness existing or legally
authorized as of January 1, 1979, or of bonded indebtedness
thereafter approved by the voters and payments required to comply
with court or federal mandates which without discretion require
an expenditure for additional services or which unavoidably make
the providing of existing services more costly.
The City is of the opinion that its water charges do not
exceed the costs it reasonably bears in providing such services
and therefore are not subject to the limits of Article XIIIB.
26
14307.01\0000000000
The City has covenanted in the Installment Purchase Agreement
that it will prescribe rates and charges sufficient to provide
for payment of Installment Purchase Payments and the interest
thereon in each year. See "SECURITY FOR THE CERTIFICATES - Rate
Covenant."
THE AGENCY
The Agency was activated on May 4, 1982 pursuant to the laws
of the State of California. The Agency exists and acts as a
separate public entity and is governed by a five -member board of
directors. The Mayor of the City serves as Chairman of the Board
of Directors and the Deputy City Clerk as Secretary of the
Agency.
The Agency has the power to acquire sites and to acquire,
construct, maintain, operate and lease public buildings and
related facilities, to provide for the development of the San
Jacinto City Redevelopment Project Area, to make and enter into
contracts, to acquire, construct, manage, maintain or operate any
buildings, works or improvements, to acquire property by lease or
purchase, to hold or dispose of property by lease or sale and to
incur debts and obligations which are not debts or obligations of
the City.
THE AGENCY IS NOT LIABLE IN ANY RESPECT FOR PAYMENT OF THE
INSTALLMENT PURCHASE PAYMENTS.
APPROVAL OF LEGAL PROCEEDINGS
The legality and enforceability of the Installment Purchase
Agreement and certain other legal matters are subject to the
approval of Stradling, Yocca, Carlson & Rauth, A Professional
Corporation, Newport Beach, California, acting as Special
Counsel. The form of such legal opinion is attached hereto as
Appendix C and such legal opinion will be attached to each
Certificate. Certain legal matters will be passed upon for the
Agency by Stradling, Yocca, Carlson & Rauth, A Professional
Corporation, Newport Beach, California, for the City by the City
Attorney of the City of San Jacinto and for the Underwriter by
Brown & Wood, Los Angeles, California.
LITIGATION
There is no action, suit or proceeding pending or, to the
knowledge of the City, threatened at the present time seeking to
restrain or to enjoin the sale or delivery of the Certificates or
in any way contesting or affecting the validity or enforceability
of the Certificates, the Trust Agreement or the Installment
Purchase Agreement or any action of the City contemplated by any
of said documents.
27
14307.01\0000000000
There are no pending suits contesting or affecting the
collection of Revenues or which would have a material adverse
effect on the Water System, the financial condition of the City,
including the City's ability to make Installment Purchase
Payments and the interest thereon, or the receipt of Revenues.
TAX EXEMPTION
In the opinion of Stradling, Yocca, Carlson & Rauth, A
Professional Corporation, Newport Beach, California, Special
Counsel, under existing statutes, regulations, rulings and
judicial decisions, interest evidenced and represented by the
Certificates is excluded from gross income for federal income tax
purposes, and is not an item of tax preference for purposes of
calculating the federal alternative minimum tax imposed on
individuals and corporations. In the further opinion of Special
Counsel, interest evidenced and represented by the Certificates
is exempt from State of California personal income tax. Special
Counsel notes that, with respect to corporations, interest
evidenced and represented by the Certificates may be included as
an adjustment in the calculation of alternative minimum taxable
income which may affect the alternative minimum tax liability of
such corporations.
Special Counsel's opinion as to the exclusion from gross
income of interest evidenced and represented by the Certificates
is based upon certain representations of fact and certifications
made by the City and others and is subject to the condition that
the City comply with all requirements of the Internal Revenue
Code of 1986, as amended (the "Code"), that must be satisfied
subsequent to the delivery of the Certificates to assure that
interest evidenced and represented by the Certificates will not
become includable in gross income for federal income tax
purposes. Failure to comply with such requirements of the Code
might cause interest evidenced and represented by the
Certificates to be included in gross income for federal income
tax purposes retroactive to the date of delivery of the
Certificates. The City has covenanted to comply with all such
requirements.
Special Counsel's opinions may be affected by actions taken
(or not taken) or events occurring (or not occurring) after the
date hereof. Special Counsel has not undertaken to determine, or
to inform any person, whether any such actions or events are
taken or do occur. Although Special Counsel has rendered an
opinion that interest evidenced and represented by the
Certificates is excluded from gross income for federal income tax
purposes provided that the City continues to comply with certain
requirements of the Code, the ownership of the Certificates and
the accrual or receipt of interest evidenced and represented by
the Certificates may otherwise affect the tax liability of
28
14307.01\0000000000
certain persons. Special Counsel expresses no opinion regarding
any such tax consequences. Accordingly, before purchasing any of
the Certificates, all potential purchasers should consult their
tax advisors with respect to collateral tax consequences with
respect to the Certificates.
RATINGS
Standard & Poor's Corporation and Moody's Investors Service
have given the Certificates a rating of " " and "
respectively. The City has furnished Standard & Poor's
Corporation and Moody's Investors Service information and
material which have not been included in this Official Statement.
Generally, rating agencies base their ratings on information and
material so furnished and on investigations, studies and
assumptions made by the rating agencies. The ratings reflect
only the views of Standard & Poor's Corporation and Moody's
Investors Service and an explanation of the significance of the
ratings assigned to the Certificates may be obtained from
Standard & Poor's Corporation, 25 Broadway, New York, New York
10004, (212) 208-8000 and Moody's Investors Service, 99 Church
Street, New York, New York 10007, (212) 553-0470. There is no
assurance that such ratings will continue for any given period of
time or that they will not be revised downward or withdrawn
entirely by Standard & Poor's Corporation or Moody's Investors
Service, if, in the judgment of Standard & Poor's Corporation or
Moody's Investors Service, circumstances so warrant. The City
undertakes no responsibility either to bring to the attention of
the Owners the downward revision or withdrawal of any rating
obtained or to oppose any such revision or withdrawal. Any such
downward revision or withdrawal of such rating may have an
adverse effect on the market price of the Certificates.
UNDERWRITING
The Certificates will be purchased by Westhoff -Martin &
Associates as underwriter (the "Underwriter"), under a Contract
of Purchase, dated March , 1993, pursuant to which the
Underwriter agrees to purchase all of such Certificates for an
aggregate purchase price of $ (including underwriter's
discount of $ ) plus accrued interest with respect to the
Certificates to the delivery date.
The initial public offering prices stated on the cover of
this Official Statement may be changed from time to time by the
Underwriter. The Underwriter may offer and sell the Certificates
to certain dealers (including dealers depositing Certificates
into investment trusts), dealer banks, banks acting as agent and
others at prices lower than said public offering prices.
29
14307.01\0000000000
MISCELLANEOUS
Insofar as any statements made in this Official Statement
involve matters of opinion or of estimates, whether or not
expressly stated, they are set forth as such and not as
representations of fact. No representation is made that any of
such statements made will be realized. Neither this Official
Statement nor any statement which may have been made verbally or
in writing is to be construed as a contract with the Owners of
the Certificates.
The execution and delivery of this Official Statement have
been duly authorized by the City.
City of San Jacinto
By
City Manager
30
14307.01\0000000000
APPENDIX A
CITY FINANCIAL STATEMENTS
[TO COME FROM CITY]
A-1
14307.01\0000000000
APPENDIX B
DEFINITIONS AND
SUMMARY OF CERTAIN DOCUMENTS
[TO COME FROM SPECIAL COUNSEL]
B-1
14307.01\0000000000
APPENDIX C
FORM OF SPECIAL COUNSEL'S OPINION
[TO COME FROM SPECIAL COUNSEL)
C-1
14307.01\0000000000
STAFF REPORT
TO: Mayor and City Co
FROM: Anna A Vega, Finance Director
Via Pamela S. Easter, City Manager
SU B.TECF: Approval of Register of Audited Demands
and Payroll Checks
DAM: March 2, 1993
RECOMMENDATION
Approve warrant numbers 31581 through 31730 dated February 28, 1993 in the amount of
$350,912.74 and Payroll check numbers 21878 through 21977 dated February 12, 1993 .
SUMMARY
A listing of accounts payable warrants is attached for your review and approv
Payroll information is available for your review in the Finance Department.
REGISTER OFAUDITED DEMANDS
MorchO2. 1993
FUNO1O General Fund $62.894.40
FUNO14 Sewer 422.65
FUND2O Insurance Fund 1322714
FUNO21 Gas Tax $59.284.84
FUND24 Measure $67.18
FUNO26 LLKAO $18.59871
FUNO32 P.W.Parkway Oovlp. $2.692.50
FUNO3S C.F.O.#1 $896.86
FUNO3G C.F.O.#2 $72671
FUNO37 C.F.O.#3 $363.36
FUNO3Q Drainage Project $4.168.23
FUNO40 Vehicle Replacement $12.077.53
FUNO42 Asst. District SO'1 $150.00
FUNO5O Water Fund 38.043.61
FUNO65 Trust Fund $24.130.33
FUNOGG Asset Forfeiture $2.96478
FUND GT Fire Mitigation $680.53
FUNOQG RDA -San Jacinto $11.803.64
PAYROLL $127.84076
TOTAL $350.912.74
� CITY OF SAN JACINTO
�./GLCD12 REGISTER OF AUDITED DEMANDS PAGE
CHECK
31581*
31582*
31583*
31584*
31585*
31586*
31587*
31588*
J1589*
31590*
31591*
31592*
31593*
31594*
31595*
31596*
31597*
31598*
31599*
316O0*
31601*
316O2*
316O3*
31604*
316O5*
316O6*
316O7*
31608*
31609*
31610
31611
31612
31613
31614
31615
31616
31617
31618
31619
31620
31621
31622
31623
31624
31625
31626
31627
31628
31629
31630
11631
UNITED CALIFORNIA BANK A/C 201398 DATE 2/28/93
ISSUED TO
U.S. POSTMASTER
SO, CA, EDISON
SO, CA, GAS
S^A^F^E~R^S^
CITY OF SAN JACINTO
RIVERSIDE CO, EMP,
ICMA
UNITED WAY OF HEMET
AFLAC
RIVERSIDE CO^ PLAN^ DEF
AVP VISION PLAN
DENTI CARE
BLUE CROSS OF SO, CA,
HEALTH NET
SO^ CA, GAS
SO^ CA. EDISON
SO, CA, GAS
SO^ CA^ EDISON
SO, CA, EDISON
SO. CA. GAS
STANDARD INS, COMPANY
SO, CA, GAS
SO. CA, EDISON
ANGEL GRAJEDA
ICSC
SO^ CA. EDISON
SO. CA, GAS
SO. CA. EDISON
SO. CA, GAS
BILL RUTLED8E
RICHARD HIXSON
CHRIS CARLSON-BUYDOS
DAVID VER PLANK
GLENN TAYLOR
A-1 LOCK & KEY
AT & T LANGUAGE LINE
A PLUS BACKFLOW TESTING
TIM ABIHIDER
ACTION RENTALS
ALERT BARRICADE
ALFORD & PUYEAR INC.
ALL PURE CHEMICAL CO.
ALLMARK^ !NC.
ARIZONA BAG
ARROW PRINTING
E.S. BABCOCK & SONS
TODD BAGLEY LANDSCAPE
MATTHEW BENDER & CU^
BOB'S LUMBER
BOX N COMMUNICATIONS
FIRE CHIEFS ASSN.
DESCRIPTION
POSTAGE -WATER BILLS
PAYMENT COLLECTIONS
PAYMENT COLLECTIONS
MEMBERSHIP-F^D^
NET PAYROLL
CREDIT UNION DEDUCTIONS
DEFERRED COMP. DEDUCTIONS
CONTRIBUTION
AFLAC CONTRIBUTIONS
FEE ANNEX. 70
VISION INSURANCE PLAN
DENTAL -INSURANCE PLAN
HEALTH INSURANCE
INSURANCE
PAYMENT COLLECTIONS
PAYMENT COLLECTIONS
PAYMENT COLLECTIONS
PAYMENT COLLECTIONS
PAYMENT COLLECTIONS
PAYMENT COLLECTIONS
LIFE & DISABILITY
PAYMENT COLLECTIONS
PAYMENT COLLECTIONS
CLAIM SETTLEMENT
MEMBERSHIP RENEWAL
PAYMENT COLLECTIONS
PAYMENT COLLECTIONS
PAYMENT COLLECTIONS
PAYMENT COLLECTIONS
PC MEETING
PC MEETING
PC MEETING
PC MEETING
PC MEETING
KEYS-VEHICLES/P^D,
LANGUAGE LINE-PD,
BACKFLOW TEST -OLD MOUNTAIN WELL
EMPLOYEE ASSISTANCE PROGRAM
RENTAL TRENCHER-P^W^
VARIOUS SIGNS -FLOODING
STREET MAINT^/FLOODING
CHLORINE/SODA-WATER
LIGHTING REIMB^-LLMD
SAND BAGS -FLOODING
VARIOUS PRINTING/ENVEL^~ BUS.
LAB TESTS -WATER
CONSULT SERVICE -STATE STREET
BARCLAY'S LAW MTHLY.
SUPPLIES-P^W^
WELCOME FLYER-CFD
QUARTERLY MEETING-HARGETT
570.31.
144.43
567.84
45^OO
94,623,21
3'167,60
843^46
130^00
724.00
25^00
997^49
2,276^82
4,471^0O
17,463.19
834,34
742^6O
1,809^62
2'284^77
2,078^17
2,632^4O
3,181,89
1,136~52
1,502.05
2,50
976.03
796,79
1,389.51
1,154^56
100,00
100^0O
100.00
100.00
10O^00
16,16
50^O0
21^O0
110.00
506^0O
805^11
50,861,84
645^66
1OO^80
2,5OO^O0
CARDS 2,138^39
174^00
60.00
94^39
5
12(�}
15^00
GLCD12
� CITY OF SAN JACINTO/
REGISTER OF AUDITED DEMANDS
2
2CK
31632
31633
31634
31635
31636
31637
31638
31639
31640
31641
31642
31643
31644
31645
31646
31647
31648
31649
31650
31651
31652
31653
555
31657
31658
31659
31660
31661
31662
31663
31664
31665
31666
31667
31668
31669
31670
31671
31672
31673
31674
31675
31676
31677
31678
31679
O
1
31682
UNITED CALIFORNIA BANK A/C 201398 DATE 2/28/93
ISSUED TO
STATE OF CALIF.
CA. ENERGY COMMISSION
EMPLOYMENT DEV^ DEPT,
STATE WATER RESOURCES
CARSON INDUSTRIES^ INC.
CASTELLANO'S TOWING
CHEROKEE LANDSCAPE
CHEVRON. U^S^A^
CHRISTENSEN & WALLACE
JOHN DAVID CICCHETTI
CITY CLERKS ASSC,
COM SER CO.
C^E^D^
CONRAD & ASSOCIATES
THE COUNSELING TEAM
COUNTS UNLIMITED
COX & COX
CREDIT BUREAU OF CORONA
D & J
DAMON REFERENCE LAB.
DARE AMERICA
PAUL DELGADO
R.F. DICKSON COMPANY
BLANE DILLON
DIRECT SAFETY SUPPLY
DIVINE REAL ESTATE
EVERSAFE
DAVID EVANS & ASSOCIATE
FETN FIRE & EMERGENCY
STEVE FILARSKY
FILARSKY & WATT
1ST MUNICIPAL DIVISION
FLASHOVER TRAINING
GENERAL TELEPHONE CO.
TAMRA GERARD
GOLDEN WEST OIL
HEMET RACQUETBALL
ABELARDO HERNANDEZ
nRADY HILL
HINCKLEY & SCHMITT
HINCKLEY & SCNMITT
INLAND CHEVROLET
INDUSTRIAL ASPHALT
INLAND EMPIRE ECONOMIC
INLAND UNIFORMS
INTERNATIONAL RUBBER
J & J AUTOMOTIVE
J & M AIR CONDITIONING
JAGUAR COMPUTER SYSTEMS
DEBRA JOHNSON
JONES INDUSTRIAL
DESCRIPTION
FEE MOBILE HOME PARKS
MANUAL-BLDG.
UNEMP^ BENEFITS
ANNUAL RECORDATION -WATER
COMPUTER SUPPLIES
TOWING CHARGES-P.D.
LANDSCAPE MAINT^-{'LMD
GASOLINE
PROFESS SVC-ANNEX 66
SOBOBA SPR^ STREETSCAPE
***VOIDED***
RADIO MAINT^ CONTRACT
P,W^ MAINTENANCE
AUDIT EXAM '
PSYCH, NEW HIRE/P.D.
TRAFFIC DATA
LEGAL SERVICES
TRW CHECKS-P.D.
LANDSCAPE -PARK HILL
LABORATORY FEES-P.D.
DARE SUPPL7ES-P^D,
TEMPORARY ANIMAL CONTROL
STREET SWEEPING
POST SUPERVISORY COURSE/P.D.
SAFETY EQUIPMENT-F^D
MONTHLY LEASE-312 E. MAIN
GLOVES-P.W.
ENGINEERING SERVICES -MT, VIEW
WEEKLY TRAINING-F.D.
HOUSEL APPEAL-P.D.
LEGAL SERVICES-HOUSEL
BROOMSWEEPER LEASE
FIRE TRAINING-REYNOSO
PHONE SERVICES
LAYOUT SERVICES
DISPOSAL OF USED OIL -CITY YARD
WELLNESS PROGRAM
REFUND C.C. DEPOSIT
REIHB, TUITION/BOOKS-P.D.
DRINKING WATER
DRINKING WTR-PD
VEHICLE REPAIRS
COLD MIX
BUSINESS JOURNAL EXPO
P^D, UEST-NAPOLITANO
HOSE-F.D.
VEHICLE MAINT^
A/C REPAIR -ADM.
NETWORK -CITY YARD
REFUND WATER OVERPAYMENT
BARRICADES-P.W.
AMOUNT
3,977,50
125^OO
254^OO
20.00
119^95
137^50
3,839,(>0
134.39
3,219.10
142^5O
100.00
910^04
5^51
1'184^0O
175.00
4VO^00
6,O23,78
80^0U
250^00
752^00
466^37
6O0^0O
3'347^50
917^50
258^20
1,O84^86
65~68
ASSC. 1,275.45
288^O0
6'475^OO
404.56
1'565^25
34.33
2'081^OO
50^O0
3,O57^50
99.00
200^OO
183^8O
96^O0
/ 77^00
31^24
287,82
514^5O
443^88
31^24
21.95
135^OO
364.24
5.80
1,947^14
GLCD12
CITY OF SA# JACINTO
NEGI8TER OF AUDITED DEMANDS-^
PAGE 3
CHECK
31683
31684
31685
31686
31687
31688
31689
31690
31691
31692
31693
31694
31695
31696
31697
31698
31699
31700
31701
31702
31703
31704
11705
31706
31707
31708
31709
31710
31711
31712
31713
31714
31715
31716
31717
31718
31719
31720
31721
31722
31723
31724
31725
31726
31727
31728
31729
31730
UNITED CALIFORNIA BANK A/C 201398 DATE 2/28/93
ISSUED TO
KAMMEYER & ASSOCIATES
KARL'S DUMP TRUCK
KWRP STEREO 96
GREG LANTZ
LEAGUE OF CAL^CITIES
LONG BEACH UNIFORMS
LONGS DRUG STORE
DARNEL & VIVIAN MCCLINT
KETEMA/MC CROMETER DIV,
BILL MACADAM
MAIL PLUS MORE
MARSH & MCLENNAN
MOTOROLA
CITY OF MURRIETA
NBS/LOWRY
NTFC
NORTON BATTERY MFG, CO.
ORRICK^ HERRINTON
OVERNIGHT INDUSTRIAL
O^T^C^
PACKHAM & TOOMEY INC^
PACTELL CELLULAR -LA
PAC-TEL CELLULAR
PAGENET
PARKHILL NURSERY
QUALITY TRANSMISSIONS
QUAST TREE SERVICE
RGB COMMERCIAL DEVLP^
RAMONA ANIMAL HAVEN INC
RIVERSIDE COUNTY CLERK
FRED RODRIGUEZ
SAFETY-KLEEN CORP^
SAN JACINTO GLASS CO.
SCOTSMAN MANUFACTURING
MARY ANN SMITH
SO. CALIFORNIA EDISON
SO^ CALIFORNIA GAS CO^
SOUTHERN COUNTIES OIL
STRADLING^ YOCCA
ULTRASYSTEMS ENGINEERS
UNDERGROUND SERVICE
VALLEY DETROIT DIESEL
VALLEY HEALTH SYSTEM
VALLEY RESOURCE
VALLEY RESOURCE CENTER
VALLEY TEEN FOUNDATION
RUTH WALSH
XEROX CORPORATION
-------
DESCRIPTION
LANDSCAPE-SOBOBA RD,
WEED ABATEMENT
STANDARD BROADCAST-P^D^
ECG^ DEVLP^ ASST^
MEETING-LEAHY'S
BOOTS-F^D^/OVERTON
SUPPLIES
WEED ABATEMENT
WATER METERS
PARAMEDIC RECERT FEE REIMB^
UPS SHIPPING-P^D,
SPECIAL EVENTS INSURANCE
DISPATCH CONSOLE LEASE
CONFERENCE/J^ LEAHY
LAND US[ INVENTORY
TELEPHONE EQUIP. LEASE
BATTERIES -STOCK
LEGAL GERVICES-ESPLANADE
SUPPLIES -ALL DEPTS.
PRINTER RIBBONS -WATER
UNDERGROUND FUEL TANK CHECK
CELLULAR PHONES
REPAIR CELLULAR'S-P^D^
RENTAL RADIO PAGERS-F^D^
TREES -VARIOUS
VEHICLE REP-P.D.
AERIAL TRUCK SERVICES
COHSULTING-COMM, DEV
ANIMALS-JANUARY
ZONING ORDINANCE AMENDMENT
ASSET SEIZURE
SUPPLIES
LAMINATED GLASS -JAIL
MONTHLY MAILER LEASE-P^D~
REIMB^ SCHOOL TUITION
UTILITIES
UTILITIES
FUEL
REDEVLP~ CONSULTANTS ATTORNEYS
TRAFFIC STUDY - ANNEX. 066
UTILITY FAX NOTF~
RETUNE INJECTORS-F^D
OKAY TO ARREST-P^D^
LAWN MAINT^-P^D~
LANDSCAPE/HOFFMAN
GRAFFITI REMOVAL
REFUND C.C. DEPOSIT
SUPPLIEG-P,D^
AMC,
�` �
390,00
3,078,75
8O0^0O
635^00
36400
121.70
262^41
567~50
372,60
135,00
40^49
252^50
1,453^42
20^O0
470^25
645^21
296,66
9,291.27
162^08
265.60
87 ^O0
234^68
35^O0
35
2,631���
62^50
2O0^O0
6,275,47
461^00
50,00
2,154^78
`
156,00
248^31
881,40
280^73
2O,587^44
877^51
9'461^75
2,247^15
24,927^95
68.00
259^38
114.50
30^O0
337^50
728^50
2O0^00
728^39
FINAL TOTAL 350,910 1
STAFF REPORT
TO: Honorable Mayor and Members of the City Council
i
FROM: Brian McNabb, Director of Community Development
via Pamela S. Easter, City Manager
DATE: March 2, 1993
SUBJECT: Adoption of Ordinance No. 979, Residential Agriculture Accessory Business
Zone
RECOMMENDATION
Staff recommends that the City Council adopt Ordinance No. 979, waive the reading of
the Ordinance in full and read by title only.
BACKGROUND
On February 16, 1993, the City Council introduced Ordinance No. 979, which establishes
Article 4A of Ordinance 340, the Zoning Ordinance, thereby establishing the Residential
Agriculture Accessory Business Zone .
ORDINANCE NO. g y
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY
OF SAN JACINTO, CALIFORNIA APPROVING ZONING
ORDINANCE AMENDMENT 2-92, AMENDING ORDINANCE
340, HEREBY ESTABLISHING ARTICLE 4A
THE CITY COUNCIL OF THE CITY OF SAN JACINTO DOES HEREBY ORDAIN AS
FOLLOWS:
Section 1. That Ordinance No. 340 is hereby amended by adding thereto Zoning Ordinance
Amendment 2-92 as herein set forth.
Section 2. That the Zoning Ordinance Amendment of the City of San Jacinto shown on the
attached exhibit marked Exhibit "A" made a part hereof, is hereby established.
Section 3. The City Clerk shall certify to the adoption of this ordinance amendment and
cause the same to be published in a newspaper of general circulation printed and published
in the County of Riverside, State of California.
Section 4. A Negative Declaration has been and Adopted persuant to the California
Environmental Quality Act.
Introduced at a regular meeting of said City Council on the 16th day of February 1993.
MOVED, PASSED AND ADOPTED at a regular meeting of the City Council on the
day of 1993 by the following vote.
AYES:
NOES:
ABSENT:
ATTEST
Mayor Deputy City Clerk
CERTIFICATE
STATE OF CALIFORNIA,
COUNTY OF RIVERSIDE,
CITY OF SAN JACINTO,
I hereby certify that the foregoing is a true copy of Ordinance Amendment No.
duly adopted by the City Council of the City of San Jacinto at a regular meeting thereof
held the day of 1993.
WITNESS my hand and official seal of the City of San Jacinto this
day of 1993.
Deputy City Clerk
-2-
EXHIBIT "A"
RESIDENTIAL AGRICULTURE ACCESSORY BUSINESS
PERMITTED USES
a. Agricultural Uses
1. Any use permitted in the Light Agriculture Zone.
2. The noncommercial keeping of horses (no commercial stables for boarding
or rental) cattle, sheep and goats on lots or parcels over 20,000 square feet
in area and 100 feet in width, provided they are kept, fed and maintained not
less than 50 feet from any residence existing at the time such use is
established. Two horses may be kept on each 20,000 square feet up to one
acre and two such animals for each additional acre or four sheep or goats may
be kept on each 20,000 square feet up to one acre and four such animals for
each additional acre or a combination thereof. (example one horse and two
sheep on 20,000 square feet)
b. Residential Uses
1. One -family dwelling of a permanent character in a permanent location private
garages and/or carports, and accessory storage buildings.
Domestic pets (dogs and cats) not to exceed more than four dogs and four
cats over the age of three months.
3. Storage of recreational vehicles for personnel use. Recreational vehicles must
be parked on paved surface unless screened from view with a minimum
o'fence
4. Fence regulation Ordinance No. 877 shall not apply to this zone.
For the purpose of this zone only there will be no specific fencing regulations
except that fencing shall not create a traffic hazard.
TO:
FROM:
DATE:
SUBJECT:
STAFF REPORT
Honorable Mayor and Members of the City Council
Brian McNabb, Director of Community Development
via Pamela S. Easter, City Manager
March 2, 1993
Adoption of Ordinance No. 980, Specific Plan Zone
RECOMMENDATION
Staff recommends that the City Council adopt Ordinance No. 980, waive the reading of
the Ordinance in full and read by title only.
BACKGROUND
On February 16, 1993, the City Council introduced Ordinance No. 980, which amends
Article 14B of Ordinance 340, the Zoning Ordinance, pertaining to the processing of
Specific Plans.
RESOLUTION NO.
RESOLUTION OF THE EXECUTIVE BOARD OF THE CITY OF
SAN JACINTO REDEVELOPMENT AGENCY, CALIFORNIA,
AUTHORIZING ADVANCEMENT OF FUNDS TO SPECIAL
ASSESSMENT DISTRICT NO. 87-1
WHEREAS, on January 19, 1989, Instrument No. 17780 was recorded in the records of
Riverside County, a Special Tax Lien upon certain real property known as Assessment District
87-1, said special tax assessment lien was imposed to finance certain improvements pursuant to
Section 3114.5 of the Streets and Highways Code and Section 53328.3 of the Government Code;
and
WHEREAS, the property owner has defaulted in the payment of the assessment due on
said parcels; and
WHEREAS, demands have been made to the property owner for payment of such
defaulted assessments and legal proceedings have been commenced for collection of the defaulted
assessments through foreclosure of the property so assessed. The property owner has instituted
bankruptcy proceedings which has delayed the collection of the defaulted payments; and
WHEREAS, as the result of the defaults of the property owner, insufficient funds
remained in the bond redemption fund for full payment of the bond interest payment due on
March 2, 1993. The amount of the deficiency required to make such payment is $21,900.00; and
WHEREAS, pursuant to the bond documents, the City of San Jacinto has no obligation
to advance available funds; from City Treasury to cure any deficiency which may occur in the
Redemption Fund; however, the City may, in its sole discretion, advance such funds; and
WHEREAS, upon foreclosure or sale of such property, or upon earlier payment of the
defaulted payments by the property owner, such payments will bear annual interest in the same
amounts as provided by law upon the default of ad valorem real property taxes.
NOW, THEREFORE, BE IT RESOLVED BY THE EXECUTIVE BOARD OF THE
CITY OF SAN JACINTO REDEVELOPMENT AGENCY AS FOLLOWS:
1. The above facts are found to be true and correct.
2. The City Finance Director is authorized and directed to advance the sum of $21,900.00
to the Bond Redemption Fund for Assessment District No. 87-1 for the purpose of paying the
bond interest payment which was due on March 2, 1993.
3. The advanced amount shall be repaid to the City of San Jacinto Redevelopment
Agency upon redemption or sale of the real property. The City of San Jacinto Redevelopment
Agency shall be entitled to interest on such amount advanced until the date of collection in an
mount equal to the statutory interest applied to delinquent ad valorem real property taxes.
PASSES AND ADOPTED this 2nd day of March, 1993, by the following vote:
AYES:
NOES:
ABSENT:
Mayor
Pamela Lee, Deputy City Clerk
By:
Deputy City Clerk
TO:
STAFF REPORT
Honorable Mayor and Members of the City Council
FROM: Anna Vega, Finance Director
Les Evans, Public Works Director
DATE: March 2, 1993
SUBJECT: WATER REVENUE BONDS
Recommendation:
Approve attached Resolution authorizing the Sale, Execution and Delivery of Certificates
of Participation and approving certain documents and authorizing certain actions in
connection therewith. Said actions shall be to appointing Bond Counsel, Trustee and
Underwriter; Authorizing distribution of the Official Statement and; Authorize the City
Manager to sign and approve the Purchase Contract.
Background:
At the February 16, 1993 City Council meeting, the Council authorized staff to proceed
with preparation of a bond package to generate $1,485,000 for the construction of a new
one -million gallon reservoir at the Bath Well site, the installation of a iron/manganese
filtration system for the Bath Well and the replacement of up to 3,000 water meters.
City staff, working with bond counsel Stradling, Yocca, Carlson and Rauth, and financial
consultant Westoff-Martin Associates, have documents which will authorize the issuance
of $1,875,000 in certificates of participation. The certificates will be issued by the
Redevelopment Agency under an agreement with the City.
The City Council will also be required to hold public hearings on March 16 and April 6
to consider authorizing the Redevelopment Agency to acquire the property (water
improvements) and transfer them to the City.
A description of the financial aspects of the bond issue are attached.
PRELIMINARY TERMS OF FINANCING
CITY OF SAN JACINTO
CERTIFICATES OF PARTICIPATION
(WATER IMPROVEMENT PROJECT)
Net Proceeds for Construction $1,486,775
Bond Size $1,880,000
Security / Pledge of Revenue Water System Enterprise Fund
Date of Financing 3/1/93
Maximum Annual Net Debt Service $145,644
Total Net Debt Service $4,006,601
Average Coupon Interest Rate
Bond Yield
6.750%
6.750%
Expected Bond Ratings Baa (Moody's)
Bond Payment Dates September 1 / March 1
First Interest Payment Date 9/1/93
Date of First Bond Payment from Enterprise Fund 9/1/94
Bond Structure 29-year amortization structured for
level debt service; principal
maturities from 3/1/95 to 3/1/23.
Capitalized Interest
Bond Reserve Account
Assumed Fund Reinvestment Rates:
12 months (through 3/1/94)
100% of the maximum annual debt service.
Construction Fund
Capitalized Interest Fund
Reserve Fund
3.0%
3.0%
4.0%
Assumed Drawdown of Construction Fund $1,486,775 drawn in 12 even monthly
payments beginning 4/1/93.
-1-
SOURCES AND USES OF FUNDS
CITY OF SAN JACINTO
CERTIFICATES OF PARTICIPATION
(WATER IMPROVEMENT PROJECT)
SOURCES OF FUNDS:
Principal Amount of Bonds
Less: Original Issue Discount (If Any)
Total Sources of Funds
$1,880,000.00
($14,100)
$1,865,900.00
USES OF FUNDS:
Net Proceeds for Construction $1,486,774.86
Costs of Issuance 76,000.00
Less: Estimated Investment Earnings (17,787.36)
Construction Fund $1,544,987.50
Reserve Fund 151,712.50
Capitalized Interest Fund 126,900.00
Underwriter's Discount 42,300.00
Total Uses of Funds $1,865,900.00
Costs of Lssuance:
Bond Counsel - Stradling, Yocca, Carlson & Rauth
City's Administrative Expenses
Official Statement Processing - Brown & Wood
Official Statement Printing and Delivery
Rating AgenciesFees
Trustee - Union Bank
Total Costs of Lssuance
$30,000
10,000
15,000
7,500
10,000
3,500
$76,000
- 2 -
ESTIMATED COVERAGE
CITY OF SAN JACINTO
CERTIFICATES OF PARTICIPATION
(WATER IMPROVEMENT PROJECT)
Annualized Current Water Revenue (1) $966,279
Add: Revenue Efficiencies from New Meters @ 10% 96,000
Total Available Revenues $1,062,279
Less: Estimated 0 & M Expense (2) (858,863)
Net Revenues Available for Debt Service $203,416
Estimated Annual Gross Debt Service $149,000
Coverage 1.37 x
(1) Based upon an average of 2,970 connections.
(2) From 1992-93 budget as reported by Finance Director.
- 3 -
2/25/93
ESTIMATED UNDERWRITER'S DISCOUNT
TAKEDOWN - Broker Sales Fee
EXPENSES:
Clearance Fees:
Ticket charges
Cost of funds (7.0%)
Day loan interest (1%)
Per bond charge
Depository Trust Company
Wire fees
Subtotal Clearance Fees
$1,880,000
CITY OF SAN JACINTO
CERTIFICATES OF PARTICIPATION
(WATER IMPROVEMENT PROJECT)
Actual Dollars $/$1,000
$600.00
354.60
50.66
455.91
444.14
20.00
$15,980.00 $8.50
$0.32
0.19
0.03
0.24
0.24
0.01
$1,925.30 $1.02
Other Expenses:
MSRB $56.40 $0.03
CUSIP 120.00 0.06
California Public Securities Association 18.80 0.01
California Debt Advisory Commission 188.00 0.10
Cal Muni 350.00 0.19
Office overhead 250.00 0.13
Travel 500.00 0.27
Telephone 188.00 0.10
Mail / Fed Ex 500.00 0.27
Clerical support 250.00 0.13
Computer 500.00 0.27
Counsel fees 5,000.00 2.66
Subtotal Other Expenses $7,921.20 $4.21
TOTAL EXPENSES 9,846.50 5.24
MANAGEMENT FEE 16,473.50 8.76
TOTAL UNDERWRI I ER'S DISCOUNT $42,300.00 $22.50
Sale Date:
Closing Date:
3/24/93
4/6/93
N.I.C.
T.I.C.
- 4 -
RESOLUTION NO.
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
SAN JACINTO AUTHORIZING THE SALE, EXEC
AND DELIVERY OF NOT MORE THAN $ , 75,000
PRINCIPAL AMOUNT OF CERTIFICATES OF
PARTICIPATION AND APPROVING CERTAIN DOCUMENTS
AND AUTHORIZING CERTAIN ACTIONS IN CONNECTION
THEREWITH
WHEREAS, the City of San Jacinto, a municipal corporation
of the State of California (the "City"), desires to acquire
improvements to its water system. Pursuant to Section 38730 of
the Government Code of the State of California the City is
authorized to purchase real and personal property for the
common benefit and in order to achieve its public purposes of
providing water service in the City; and
WHEREAS, the City desires to acquire the following water
system improvements: (1) the Bath Well Reservoir, (2) the Bath
Well Filtration System, (3) replacement water meters and (4)
appurtenant water system improvements (the "Project"); and
WHEREAS, Redevelopment Agency of the City of San Jacinto, a
public corporation organized and existing under the laws of the
State of California (the "Agency"), has the authority to assist
in the financing of the Project on behalf of the City; and
WHEREAS, the City desires to enter into an Installment
Purchase Agreement by and between the City and the Agency,
dated as of March 1, 1993, (the "Installment Purchase
Agreement") pursuant to which the Agency will cause the
issuance of Certificates of Participation, construct the
Project, and sell the Project to the City; and
WHEREAS, the City desires to cause the sale, execution and
delivery of not more than $ 1,875,000 in principal amount of
certificates of participation to be secured by the installment
payments to be made by the City pursuant to the Installment
Purchase Agreement (the "Certificates of Participation"); and
WHEREAS, the City desires to enter into a Trust Agreement,
dated March 1, 1993, by and among the Agency, the City and
Union Bank (the "Trustee") for the issuance of the Certificates
of Participation; and
WHEREAS, substantially all right, title and interest of the
Agency under the Installment Purchase Agreement will be
assigned to the Trustee pursuant to an Assignment Agreement by
and between the Agency and the Trustee, dated as of March 1,
1993, (the "Assignment Agreement"); and
WHEREAS, Westhoff -Martin & Associates (the "Underwriter")
may wish to purchase the Certificates of Participation and, in
connection therewith, has presented for consideration a
Contract of Purchase by and among the City, the Agency and the
Underwriter (the "Purchase Contract"); and
WHEREAS, the Underwriter has prepared a preliminary
official statement with respect to the Certificates of
Participation (the "Preliminary Official Statement"); and
02/23/93
4743Q/2048/02 -2-
WHEREAS, the firm of Stradling, Yocca, Carlson & Rauth (the
"Bond Counsel") has presented a Bond Counsel Agreement by and
among the City, the Agency and Bond Counsel to act as Bond
Counsel in regard to the financing; and
WHEREAS, copies of each of the aforementioned documents
have been presented to and considered by this Board of
Directors;
NOW, THEREFORE, the Board of Directors of the City does
hereby find, determine, resolve and order as follows:
SECTION 1. The foregoing recitals, and each of them,
are true and correct.
5 CTION 2. The Installment Purchase Agreement is
approved in substantially the form presented at this meeting.
The Mayor and the City Clerk of this City Council are hereby
authorized and directed, for and in the name of the City, to
execute and deliver the Installment Purchase Agreement with
such changes, insertions and omissions as said officers may
approve, such approval to be conclusively evidenced by the
execution and delivery thereof.
SECTION 3. The Trust Agreement hereby is approved in
substantially the form presented at this meeting. The Mayor
and the City Clerk of this City Council are hereby authorized
and directed, for and in the name of the City, to execute and
deliver the Trust Agreement with such changes, insertions and
omissions as said officers may approve, such approval to be
conclusively evidenced by the execution and delivery thereof.
02/23/93
4743Q/2048/02 -3-
SECTION 4. The Purchase Contract hereby is approved in
substantially the form presented at this meeting. Upon receipt
of a complete Purchase Contract from the Underwriter the City
Manager of the City is hereby authorized and directed, for and
in the name of the City, to execute and deliver the Purchase
Contract with such changes, insertions and omissions as said
officer may approve, such approval to be conclusively evidenced
by the execution and delivery thereof, provided that the
interest rates or yields to maturity are such that the net
interest cost does not exceed 7.5% and the underwriting fee
payable to the Underwriter with respect to the Certificates of
Participation does not exceed 3 , excluding original issue
discount.
SECTION 5. The preparation and distribution of the
Preliminary Official Statement in substantially the form
presented at this meeting, with such changes, insertions and
omissions as may be approved by the Mayor of the City Council
or the City Manager of the City, is hereby approved. The Mayor
of the City Council is hereby authorized to sign a certificate
pursuant to Rule 15c2-12 promulgated under the Securities
Exchange Act of 1934 relating to the Preliminary Official
Statement. The Mayor of the City Council is further authorized
and directed to approve, execute and deliver the final Official
Statement with respect to the Certificates of Participation,
which final Official Statement shall be in the form of the
Preliminary Official Statement with such changes, insertions
02/23/93
4743Q/2048/02 -4-
and omissions as may be approved by the Mayor of the City
Council, such approval to be conclusively evidenced by the
execution and delivery thereof. The Underwriter is hereby
authorized to distribute copies of the Preliminary Official
Statement to persons who may be interested in the initial
purchase of Certificates of Participation and is directed to
deliver copies of the final Official Statement to all actual
initial purchasers of the Certificates of Participation.
SECTION 6. The Certificates of Participation in an
aggregate principal amount not to exceed $ 1,875,000, are
hereby authorized to be executed, sold and delivered in
accordance with the terms and provisions of the Trust Agreement
and the Purchase Contract.
SECTION 7. Union Bank hereby is appointed as Trustee
under and pursuant to the Trust Agreement, with the powers and
duties of said office as set forth therein. The Trustee is
hereby requested and directed to execute and deliver the
Certificates of Participation to the Underwriter in accordance
with written instructions to be executed on behalf of the City
by the City Manager.
SECTION 8. The City Manager hereby is authorized to
select a municipal bond insurer to insure payments of principal
of and interest with respect to the Certificates of
Participation if the City Manager, determine that a municipal
bond insurance policy issued by such insurer will result in a
lower interest rate or yield to maturity with respect to
Certificates of Participation.
02/23/93
4743Q/2048/02 -5-
SECTION g. The proceeds from the sale of the
Certificates of Participation shall be deposited as provided in
the Trust Agreement and the Installment Purchase Agreement to
finance the Project.
SECTION lO. The the Mayor, the City Clerk and any other
groper officer of the City are hereby authorized and directed,
jointly and severally, to do any and all things and to execute
and deliver any and all documents necessary or proper for
carrying out the transactions contemplated by the Installment
Purchase Agreement, the Trust Agreement, the Purchase Contract
and this Resolution.
SECTION lI. Any document the execution of which by the
Mayor of this City Council is authorized by this Resolution
shall, in the absence or inability to act of the Mayor, be
executed by the Mayor's designee.
SIICTI[>yJ 12. All actions previously taken by this City
Council and by the officers and staff of the City with respect
to the matters addressed by this Resolution hereby are
approved, ratified and confirmed.
SECTION 13. This Resolution shall take effect from and
after its date of adoption.
O3/33/93
4743C)/3048/02 -6-
ADOPTED, SIGNED AND APPROVED this 2nd day of March, 1993.
Mayor
ATTEST:
City Clerk
(SEAL)
02/23/93
4743Q/2048/02 -7-
STATE OF CALIFORNIA )
)
COUNTY OF RIVERSIDE )
ss.
I, MAURICE ARMSTER, City Clerk of the City Council of the
City of San Jacinto, do hereby certify that the foregoing
resolution was duly adopted by the City Council of said City at
a regular meeting held on the 2nd day of March, 1993, and that
it was so adopted by the following vote:
AYES: COUNCILMEMBERS:
NOES: COUNCILMEMBERS:
ABSENT: COUNCILMEMBERS:
ABSTAIN: COUNCILMEMBERS:
City Clerk of the City of San Jacinto
(SEAL)
02/23/93
4743Q/2048/02 -8-
STATE OF CALIFORNIA
ss.
COUNTY OF RIVERSIDE
I, MAURICE ARMSTER, City Clerk of the City Council of the
City of San Jacinto, do hereby certify that the above and
foregoing is a full, true and correct copy of RESOLUTION
NO. of said Board, and that the same has not been
amended or repealed.
DATED: March 2, 1993
City Clerk of the City of San
Jacinto
(SEAL)
02/23/93
4743Q/2048/02 -9-
RESOLUTION NO.
RESOLUTION OF THE BOARD OF DIRECTORS OF THE
REDEVELOPMENT AGENCY OF THE CITY OF SAN
JACINTO AUTHORIZING THE SALE, EXECUTION AJi
DELIVERY OF NOT MORE THAN $
PRINCIPAL AMOUNT OF CERTIFICATES OF
PARTICIPATION AND APPROVING CERTAIN DOCUMENTS
AND AUTHORIZING CERTAIN ACTIONS IN CONNECTION
THEREWITH
WHEREAS, the City of San Jacinto, a municipal corporation
of the State of California (the "City"), desires to acquire
improvements to its water system. Pursuant to Section 38730 of
the Government Code of the State of California the City is
authorized to purchase real and personal property for the
common benefit and in order to achieve its public purposes of
providing water service in the City; and
WHEREAS, the City desires to acquire the following water
system improvements: (1) the Bath Well Reservoir, (2) the Bath
Well Filtration System, (3) replacement water meters and (4)
appurtenant water system improvements (the "Project"); and
WHEREAS, Redevelopment Agency of the City of San Jacinto, a
public corporation organized and existing under the laws of the
State of California (the "Agency"), has adopted the San Jacinto
Redevelopment Plan, San Jacinto Redevelopment Project Area
which plan authorizes the Agency to construct water
improvements; and
WHEREAS, the Project will benefit the San Jacinto
Redevelopment Project Area; and
WHEREAS, pursuant to Sections 33430 and 33431 of the Health
and Safety Code prior to selling real and personal property the
Agency must hold a public hearing; and
WHEREAS, the Agency desires to enter into a Installment
Purchase Agreement by and between the City and the Agency,
dated as of March 1, 1993, (the "Installment Purchase
Agreement") pursuant to which the Agency provide for the
issuance of Certificates of Participation, construct the
Project from the Certificates of Participation proceeds and
sell the Project to the City; and
WHEREAS, the Agency desires to cause the sale, execution
and delivery of not more than $ 1,875,000 in principal amount
of certificates of participation to be secured by the
installment payments to be made by the City pursuant to the
Installment Purchase Agreement (the "Certificates of
Participation"); and
WHEREAS, the Agency desires to enter into a Trust
Agreement, dated March 1, 1993, by and among the Agency, the
City and Union Bank (the "Trustee") for the issuance of the
Certificates of Participation; and
WHEREAS, substantially all right, title and interest of the
Agency under the Installment Purchase Agreement will be
assigned to the Trustee pursuant to an Assignment Agreement by
and between the Agency and the Trustee, dated as of March 1,
1993 (the "Assignment Agreement"); and
02/23/93
4744Q/2084/02 -2-
WHEREAS, Westhoff -Martin & Associates (the "Underwriter")
desires to purchase the Certificates of Participation and, in
connection therewith, has presented for consideration a
Contract of Purchase by and among the City, the Agency and the
Underwriter (the "Purchase Contract"); and
WHEREAS, the Underwriter has prepared a preliminary
official statement with respect to the Certificates of
Participation (the "Preliminary Official Statement"); and
WHEREAS, the firm of Stradling, Yocca, Carlson & Rauth (the
"Bond Counsel") has presented a Bond Counsel Agreement by and
among the City, the Agency and Bond Counsel to act as Bond
Counsel in regard to the financing;
and
WHEREAS, copies of each of the aforementioned documents
have been presented to and considered by this Board of
Directors; and
NOW, THEREFORE, the Board of Directors of the Redevelopment
Agency of the City of San Jacinto does hereby find, determine,
resolve and order as follows:
SECTION 1. The foregoing recitals, and each of them,
are true and correct.
SECTION 2. April 6, 1993 at the hour of 7:30 p.m. at
312 East Main Street, San Jacinto, is hereby set as the time
and place for a public hearing on the sale of the Project to
the City.
SECTION 3. The Trust Agreement, the Installment
Purchase Agreement and the Assignment Agreement (collectively
the "Financing Documents") are approved in substantially the
02/23/93
4744Q/2084/02 -3-
form presented at this meeting. The final approval of the
Financing Documents shall be considered by this Board of
Directors following the hearing referred to in Section 2 hereof.
SECTION 4. The Purchase Contract is approved in
substantially the form presented at this meeting. Upon receipt
of a complete Purchase Contract from the Underwriter the
Executive Director of the Agency is hereby authorized and
directed, for and in the name of the Agency, to execute and
deliver the Purchase Contract with such changes, insertions and
omissions as said officer may approve, such approval to be
conclusively evidenced by the execution and delivery thereof,
provided that the interest rates or yields to maturity are such
that the net interest cost does not exceed 7.5% and the
underwriting fee payable to the Underwriter with respect to the
Certificates of Participation does not exceed 3%, excluding
original issue discount.
SECTION 5. The preparation and distribution of the
Preliminary Official Statement in substantially the form
presented at this meeting, with such changes, insertions and
omissions as may be approved by the Executive Director of the
Agency, is hereby approved. The Executive Director of the
Agency is hereby authorized to sign a certificate pursuant to
Rule 15c2-12 promulgated under the Securities Exchange Act of
1934 relating to the Preliminary Official Statement. The
Executive Director of the Agency is further authorized and
directed to approve, execute and deliver the final Official
02/23/93
4744Q/2084/02 -4-
Statement with respect to the Certificates of Participation,
which final Official Statement shall be in the form of the
Preliminary Official Statement with such changes, insertions
and omissions as may be approved by the Executive Director of
the Agency, such approval to be conclusively evidenced by the
execution and delivery thereof. The Underwriter is hereby
authorized to distribute copies of the Preliminary Official
Statement to persons who may be interested in the initial
purchase of Certificates of Participation and is directed to
deliver copies of the final Official Statement to all actual
initial purchasers of the Certificates of Participation.
SECTION 6. Subject to the approval of the Financing
Documents, Certificates of Participation in an aggregate
principal amount not to exceed $ 1,875,000, are hereby
authorized to be executed, sold and delivered in accordance
with the terms and provisions of the Trust Agreement and the
Purchase Contract.
SECTION 7. Union Bank hereby is appointed as Trustee
under and pursuant to the Trust Agreement, with the powers and
duties of said office as set forth therein. The Trustee is
hereby requested and directed to execute and deliver the
Certificates of Participation to the Underwriter in accordance
with written instructions to be executed on behalf of the
Agency by the Executive Director.
SECTION 8. The Executive Director hereby is authorized
to select a municipal bond insurer to insure payments of
principal of and interest with respect to the Certificates of
02/23/93
4744Q/2084/02 -5-
Participation if the Executive Director, determines that a
municipal bond insurance policy issued by such insurer will
result in a lower interest rate or yield to maturity with
respect to Certificates of Participation.
SECTION 9. The proceeds from the sale of the
Certificates of Participation shall be deposited as provided in
the Trust Agreement and the Installment Purchase Agreement to
finance the Project.
SECTION 10. The Executive Director and the Secretary and
any other proper officer of the Agency are hereby authorized
and directed, jointly and severally, to do any and all things
and to execute and deliver any and all documents necessary or
proper for carrying out the transactions contemplated by the
Installment Purchase Agreement, the Trust Agreement, the
Purchase Contract and this Resolution.
SECTION 11. Any document the execution of which by the
Executive Director of this Board of Directors is authorized by
this Resolution shall, in the absence or inability to act of
the Executive Director, be executed by his designee.
SECTION 12. All actions previously taken by this Board
of Directors and by the officers and staff of the Agency with
respect to the matters addressed by this Resolution hereby are
approved, ratified and confirmed.
SECTION 13. This Resolution shall take effect from and
after its date of adoption.
02/23/93
4744Q/2084/02 -6-
ADOPTED, SIGNED AND APPROVED this 2nd day of March, 1993.
Executive Director
ATTEST:
Secretary
(SEAL)
02/23/93
4744Q/2084/02 -7-
STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE )
ss.
I, MAURICE ARMSTER, Secretary of the Board of Directors of
the Redevelopment Agency of the City of San Jacinto, do hereby
certify that the foregoing resolution was duly adopted by the
Board of Directors of said Agency at a regular meeting held on
the 2nd day of March, 1993, and that it was so adopted by the
following vote:
AYES: DIRECTORS:
NOES: DIRECTORS:
ABSENT: DIRECTORS:
ABSTAIN: DIRECTORS:
Secretary of the Board of Directors of
Redevelopment Agency of the City of San
Jacinto
(SEAL)
02/23/93
4744Q/2084/02 -8-
STATE OF CALIFORNIA
)
)
COUNTY OF RIVERSIDE )
ss.
I, MAURICE ARMSTER, Secretary of the Board of Directors of
the Redevelopment Agency of the City of San Jacinto, do hereby
certify that the above and foregoing is a full, true and
correct copy of RESOLUTION NO. of said Board, and that
the same has not been amended or repealed.
DATED: March 2, 1993
Secretary of the Board of
Directors of Redevelopment Agency
of the City of San Jacinto
(SEAL)
02/23/93
4744Q/2084/02 -9-
BOND COUNSEL AGREEMENT
CITY OF SAN JACINTO
THIS AGREEMENT, made as of the 2nd day of March, 1993,
by and between the CITY OF SAN JACINTO (the "City"), a
municipal corporation of the State of California, the
REDEVELOPMENT AGENCY OF THE CITY OF SAN JACINTO (the "Agency"),
a public corporation and STRADLING, YOCCA, CARLSON & RAUTH, a
Professional Corporation (hereinafter referred to as "Bond
Counsel");
RECITAL a:
A. The City desires to acquire the following water system
improvements: (1) the Bath Well Reservoir, (2) the Bath Well
Filtration System, (3) replacement water meters and (4)
appurtenant water system improvements (the "Project") by the
issuance of certificates of participation (the "Certificates").
B. The Agency desires to assist the City in the
acquisition of the Project.
C. The City and the Agency desire to retain Bond Counsel
to do the necessary legal work hereinafter outlined upon the
terms and conditions set forth.
NOW, THEREFORE, in consideration of the mutual
covenants, terms and conditions herein contained, the parties
hereto agree as follows:
1. The City and the Agency employ Bond Counsel to furnish
legal services herein set forth and Bond Counsel agrees to
furnish said legal services. Bond Counsel agrees to consult
with and advise the City and the Agency and the underwriter of
the Certificates as to the best legal method of accomplishing
the objectives of the City and the Agency as set forth in the
recitals hereof.
Bond Counsel will prepare all trust agreements,
resolutions, ordinances, leases or installment purchase
agreements, and other documents necessary for the issuance and
sale of the Certificates. Bond Counsel will issue its legal
approving opinion to the purchasers of the Certificates.
2. Our fee for providing the services described herein
for the Certificates would be based on the schedule as follows:
Amount of Certificates Fee
up to $5,000,000
in excess of $5,000,000
$25,000
$25,000 plus 1/10
of 1% on the
excess over
$5,000,000
The fee would be payable following the delivery of the
Certificates. Should the contemplated proceedings be abandoned
or discontinued at any time and Certificates are not issued,
the City agrees to pay Bond Counsel a reasonable fee, based on
the time expended, multiplied by the hourly rate of each
attorney who performed services for all services rendered to
that time, plus out-of-pocket expenses as defined below.
02/23/93
4758Q/2048/002 -2-
When Bond Counsel is requested to perform work outside
of its services as Bond Counsel, such as drafting and
presenting legislation, registration of the Certificates in
States other than California (Blue Sky) and litigation, Bond
Counsel shall be compensated therefor at the hourly rate of the
attorney performing such services; provided, however, there
shall be no additional compensation due Bond Counsel under this
paragraph without the prior approval of the City and the Agency.
In addition to the foregoing, the City shall reimburse
Bond Counsel for any out-of-pocket expenses incurred by Bond
Counsel in the course of this employment, such as duplication
and printing costs, word processing, messenger service, express
mail, long-distance telephone calls, travel at the request of
the City or the Agency, and similar items. An estimate of the
costs incurred prior to closing and to be incurred after
closing will be billed at the time of closing.
3. The fee schedule hereinabove set forth assumes that
the Certificates will be issued within thirty-six (36) months
from the date of this Agreement. In the event the Certificates
are not issued within that time or if additional series
Certificates are issued, Bond Counsel reserves the right to
make such modifications to the schedule as the City, the Agency
and Bond Counsel agree because of increased costs and the then
prevailing fee schedule for Certificates of this type.
02/23/93
4758Q/2048/002 -3-
4. It is contemplated by the parties that the legal fees
for special services to be paid pursuant to this Agreement
shall be paid from the proceeds of the Certificates to be
issued.
IN WITNESS WHEREOF, as of the date first hereinabove
written, the City and the Agency have caused this instrument to
be executed by their duly authorized officers; and Bond Counsel
has caused this instrument to be executed on its behalf and in
its name by an authorized officer of the Corporation.
ATTEST:
City Clerk
ATTEST:
Secretary
CITY OF SAN JACINTO
By:
Title: Mayor
REDEVELOPMENT AGENCY OF THE CITY
OF SAN JACINTO
By:
Title: President
STRADLING, YOCCA, CARLSON & RAUTH
A Professional Corporation
By
z
02/23/93
4758Q/2048/002 -4-
Draft of 2/22/93
$1,765,000
CITY OF SAN JACINTO
CERTIFICATES OF PARTICIPATION
(Water Improvement Project)
Evidencing Proportionate Interests of the Owners
Thereof in Installment Purchase Payments to be Made by the
CITY OF SAN JACINTO
As the Purchase Price for Certain Property Pursuant
to an Installment' Purchase Agreement with the
REDEVELOPMENT AGENCY OF THE
CITY OF SAN JACINTO
CONTRACT OF PURCHASE
March , 1993
City of San Jacinto
201 E. Main Street
San Jacinto, California 92583
Ladies/Gentlemen:
Westhoff -Martin & Associates, as underwriter (the
"Underwriter"), hereby offers to enter into this Contract of
Purchase with the City of San Jacinto (the "City") and the
Redevelopment Agency of the City of San Jacinto (the "Agency"),
for the execution and delivery of and the purchase by the
Underwriter of the City of San Jacinto Certificates of
Participation (Water Improvement Project) (the "Certificates").
This offer is made subject to acceptance by the City and the
Agency prior to 9:00 P.M., Pacific Daylight Savings Time, on the
date hereof and upon such acceptance this Contract of Purchase
shall be in full force and effect in accordance with its terms
and shall be binding upon the City, the Agency and the
Underwriter. All terms not defined herein shall have the
meanings set forth in the Official Statement hereinafter
mentioned.
1. Upon the terms and conditions and upon the basis of the
representations, warranties and agreements set forth herein, the
Underwriter hereby agrees to purchase and the City and the Agency
hereby agree to cause to be sold to the Underwriter all (but not
less than all) of the $ aggregate principal amount of
the Certificates (as more fully described in the Official
Statement) at an aggregate purchase price of $
(including underwriter's discount of $ plus interest
accrued to the date of delivery thereof. The Certificates will
be dated March 1, 1993.
The Underwriter agrees to make a bona fide public offering
of all the Certificates initially at the public offering prices
(or yields) set forth on the cover page of the Official
Statement. Subsequent to the initial public offering, the
Underwriter reserves the right to change the public offering
prices (or yields) as it deems necessary in connection with the
marketing of the Certificates. The Certificates may be offered
and sold to certain dealers at prices lower than such initial
public offering prices.
Interest shall be due with respect to the Certificates at
the rates and principal with respect thereto shall be due thereon
on the dates and in the amounts set forth in Exhibit A hereto.
The Certificates shall be as described in, and shall be secured
under and pursuant to, the Trust Agreement, dated as of March 1,
1993 (the "Trust Agreement"), by and among the Agency, the City
and Union Bank, as trustee (the "Trustee"), substantially in the
form previously submitted to the Underwriter with only such
changes therein as shall be mutually agreed upon by the City and
the Underwriter. Each Certificate evidences a proportionate
interest of the owners thereof (the "Owners") in Installment
Purchase Payments to be paid by the City as the purchase price
for certain improvements more particularly described in the
Official Statement (the "Project") to the Agency pursuant to the
Installment Purchase Agreement, dated as of March 1, 1993 (the
"Installment Purchase Agreement"), by and between the City and
the Agency. The Agency's right to receive the Installment
Purchase Payments and to exercise remedies upon default have been
assigned to the Trustee for the benefit of the Owners pursuant to
an Assignment Agreement, dated as of March 1, 1993 (the
"Assignment Agreement"), between the Agency and the Trustee.
The Certificates evidence and represent interests in
Installment Purchase Payments paid by the City and are payable
from such Installment Purchase Payments and from amounts on
deposit in certain funds and accounts established under the Trust
Agreement. The City is obligated to pay the Installment Purchase
Payments from Net Revenues.
2
14287.01\0000000000
The proceeds of the Certificates shall be applied to (i)
finance the acquisition and construction of certain water system
improvements and related facilities serving the City, (ii) fund a
reserve fund, (iii) fund capitalized interest through
September 1, 1994, and (iv) pay costs of issuance of the
Certificates.
2. The City has approved the use by the Underwriter prior
to the date hereof of the Preliminary Official Statement relating
to the Certificates dated March , 1993 in connection with the
public offering of the Certificates (the "Preliminary Official
Statement"). The City has authorized the Official Statement
dated the date hereof relating to the Certificates (the
Preliminary Official Statement and the Official Statement,
including the cover pages, the appendices thereto and all
information incorporated therein by reference are hereinafter
referred to collectively as the "Official Statement", except that
if the Official Statement has been amended between the date
thereof and the date of Closing referred to in Section 5 hereof,
the term "Official Statement" shall refer to the Official
Statement as so amended) and the information and documents
therein contained or described to be used by the Underwriter in
connection with the public offering and sale of the Certificates.
The City has delivered or caused to be delivered to the
Underwriter on the date hereof a form of the Official Statement,
which the City deems final for purposes of Rule 15c2-12
promulgated under the Securities Exchange Act of 1934 ("Rule
15c2-12"), except for information permitted to be omitted
therefrom by Rule 15c2-12.
Promptly after the Official Statement is available in final
form, the City shall deliver or cause to be delivered to the
Underwriter two copies of the Official Statement manually signed
by the City Manager of the City, and within seven business days
after the City's and Agency's acceptance hereof, a sufficient
number of copies of the printed final Official Statement to
enable the Underwriter to deliver a final printed Official
Statement to each purchaser of Certificates.
3. The City warrants, represents to and agrees with the
Underwriter that:
(a) The City is a municipal corporation duly organized
and existing under and by virtue of the Constitution and
laws of the State of California and has all necessary power
and authority to enter into and perform its duties under the
Installment Purchase Agreement, the Trust Agreement and this
Contract of Purchase (collectively, the "City Financing
Documents") and, when executed and delivered by the
respective parties thereto, the City Financing Documents
14287.01\0000000000
will constitute legal, valid and binding obligations of the
City enforceable in accordance with their respective terms.
(b) The execution and delivery of the City Financing
Documents and compliance with the provisions on the City's
part contained herein and in the City Financing Documents,
and execution and delivery of the Official Statement, will
not conflict with, or constitute a breach of or default
under, the City's duties under said documents or any law,
administrative regulation, judgment, decree, loan agreement,
indenture, bond, note, resolution, agreement or other
instrument to which the City is subject or by which it is
bound which conflict, breach or default could have a
material adverse impact upon the ability of the City to
execute and deliver the City Financing Documents, to comply
with the City Financing Documents or to pay the Installment
Purchase Payments, nor will any such execution, delivery,
adoption or compliance result in the creation or imposition
of any lien, charge or other security interest or
encumbrance of any nature whatsoever upon any of the
properties or assets of the City under the terms of any such
law, administrative regulation, judgment, decree, loan
agreement, indenture, bond, note, resolution, agreement or
other instrument, except as provided by the Installment
Purchase Agreement and the Trust Agreement.
(c) By official action of the City prior to or
concurrently with the acceptance hereof, the City has duly
approved the distribution of the Preliminary Official
Statement and the distribution of the Official Statement and
has duly authorized and approved the execution and delivery
of, and the performance by the City of the obligations on
its part contained in the City Financing Documents and the
consummation by it of all other transactions contemplated by
the Official Statement and this Contract of Purchase.
(d) Except as may be required under Blue Sky or other
securities laws of any state, there is no consent, approval,
authorization or other order of, or filing with, or
certification by, any regulatory authority having
jurisdiction over the City required for the execution and
delivery of the City Financing Documents or the execution,
delivery and sale of the Certificates or the consummation by
the City of the other transactions contemplated by the
Official Statement and this Contract of Purchase.
(e) There is no action, suit, proceeding, inquiry or
investigation at law or in equity before or by any court or
governmental agency, public board or body pending or, to the
best of its knowledge, threatened against the City affecting
the existence of the City or challenging the title of any
4
14287.01\0000000000
member of the City Council of the City or the Mayor of the
City to their respective offices, or seeking to prohibit,
restrain or enjoin the execution or delivery of the
Certificates, or the collection of the revenues pledged
pursuant to the Installment Purchase Agreement, or the
pledge thereof or in any way contesting or affecting the
validity or enforceability of the City Financing Documents
Or the Certificates or in any way contesting the powers of
the City or its authority to enter into or perform its
obligations under any of the foregoing, or contesting in any
way the completeness, accuracy or fairness of the Official
Statement, or in which a final adverse decision could
materially adversely affect the operations or financial
condition of the City or the ability of the City to perform
its obligations under the City Financing Documents.
(f) The City is not in breach of or default under any
applicable law or administrative regulation of the State of
California or the United States or any applicable judgment
or decree or any loan agreement, indenture, bond, note,
resolution, agreement or other instrument to which the City
is a party or is otherwise subject which breach or default
could have a material adverse impact upon the ability of the
City to execute and deliver the City Financing Documents, to
comply with the City Financing Documents or to pay the
Installment Purchase Payments, and no event has occurred and
is continuing which with the passage of time or the giving
of notice, or both, would constitute such a default or such
an event of default under any such instrument.
(g) The information contained in the Preliminary
Official Statement as of its date was, and in the Official
Statement is, true and correct in all material respects and
such information does not contain any untrue or misleading
statement of a material fact or omit to state any material
fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not
misleading.
(h) The City will furnish such information, execute
such instruments and take such other action in cooperation
with the Underwriter as the Underwriter may reasonably
request in order (1) to qualify the Certificates for offer
and sale under the Blue Sky or other securities laws and
regulations of such states and other jurisdictions of the
United States as the Underwriter may designate and (2) to
determine the eligibility of the Certificates for investment
under the laws of such states and other jurisdictions, and
will use its best efforts to continue such qualification in
effect so long as required for distribution of the
Certificates; provided, however, that the City will not be
5
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required to execute a special or general consent to service
of process or qualify as a foreign corporation in connection
with any such qualification in any jurisdiction.
(i) If between the date of this Contract of Purchase
and the date of the Closing an event occurs, of which the
City has knowledge, which might or would cause the
information contained in the Official Statement, as then
supplemented or amended, to contain an untrue statement of a
material fact or to omit to state a material fact required
to be stated therein or necessary to make such information
therein, in the light of the circumstances under which it
was presented, not misleading, the City will notify the
Underwriter, and if in the opinion of the Underwriter, such
event requires the preparation and publication of a
supplement or amendment to the Official Statement, the City
will cooperate with the Underwriter in the preparation of an
amendment or supplement to the Official Statement in a form
and in a manner approved by the Underwriter, provided all
expenses thereby incurred will be paid for by the City.
(j) If the information contained in the Official
Statement is amended or supplemented pursuant to the
immediately preceding subparagraph, at the time of each
supplement or amendment thereto and (unless subsequently
again supplemented or amended pursuant to such subparagraph)
at all times subsequent thereto up to and including the date
of the Closing, the portions of the Official Statement so
supplemented or amended (including any financial and
statistical data contained therein) will not contain any
untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to
make such information therein, in the light of the
circumstances under which it was presented, not misleading.
(k) As of the date of Closing there shall not have
been any material adverse occurrence in the results of
operations or financial condition or general affairs of the
City since June 30, 1992.
(1) As of the date of Closing, other than as has been
disclosed to the Underwriter and described in the Official
Statement, there shall have been no increases in the long
term debt of the City since June 30, 1992, or in any debt of
the City secured by a pledge of or payable from Revenues or
Net Revenues.
(m) Between the date hereof and the Closing, without
the prior written consent of the Underwriter, the City will
not have issued any bonds, notes or other obligations for
borrowed money on behalf of the City payable from Revenues
6
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or Net Revenues, except for such borrowings as may be
described in or contemplated by the Official Statement.
(n) The City has not been notified of any listing or
proposed listing by the Internal Revenue Service to the
effect that the City is a bond issuer whose no -arbitrage
certificates may not be relied upon.
The execution and delivery of this Contract of Purchase by
the City shall constitute a representation by the City to the
Underwriter that the representations and warranties contained in
this Section 3 are true as of the date hereof.
4. The Agency warrants, represents to and agrees with the
Underwriter that:
(a) The Agency is a public body, corporate and politic
duly organized and existing under the Constitution and laws
of the State of California and has all necessary power and
authority to enter into and perform its duties under the
Installment Purchase Agreement, the Trust Agreement, the
Assignment Agreement and this Contract of Purchase
(collectively, the "Agency Documents") and, when executed
and delivered by the respective parties thereto, the Agency
Documents will constitute legal, valid and binding
obligations of the Agency enforceable in accordance with
their respective terms.
(b) By official action of the Agency prior to or
concurrently with the acceptance hereof, the Agency has duly
authorized and approved the execution and delivery of, and
the performance by the Agency of the obligations on its part
contained in the Agency Documents and the consummation by it
of all other transactions contemplated by the Official
Statement and this Contract of Purchase.
(c) The statements and information relating to the
Agency, its functions, duties and responsibilities contained
in the Official Statement under the caption "THE AGENCY" are
true, correct and complete in all material respects and do
not omit any statement or information which is necessary to
make such statements and information therein, in the light
of the circumstances under which they were made, not
misleading in any material respect.
(d) The execution and delivery of the Agency Documents
and compliance with the provisions on the Agency's part
contained herein and therein, will not conflict with or
constitute a breach of or default under the Agency's duties
under said documents or any law, administrative regulation,
judgment, decree, loan agreement, indenture, bond, note,
7
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resolution, bylaws, agreement or other instrument to which
the Agency is a party or is otherwise subject which
conflict, breach or default could have a material adverse
impact upon the ability of the Agency to execute and deliver
or comply with the Agency Documents, nor will any such
execution, delivery, adoption or compliance result in the
creation or imposition of any lien, charge or other security
interest or encumbrance of any nature whatsoever upon any of
the properties or assets of the Agency under the terms of
any such law, administrative regulation, judgment, decree,
loan agreement, indenture, bond, note, resolution, bylaws,
agreement or other instrument, except as provided by the
Installment Purchase Agreement and the Trust Agreement.
(e) The Agency is not in breach of or default under
any applicable law or administrative regulation of the State
of California or the United States or any applicable
judgment or decree or any loan agreement, indenture, bond,
note, bylaws, resolution, agreement or other instrument to
which the Agency is a party or is otherwise subject which
breach or default could have a material adverse impact on
the Agency's ability to perform its obligations under the
Agency Documents and no event has occurred and is continuing
which, with the passage of time or the giving of notice, or
both, would constitute such a default or such an event of
default under any such instrument.
(f) There is no action, suit, proceeding, inquiry or
investigation, at law or in equity, before or by any court,
governmental agency, public board or body, pending or, to
the best of its knowledge, threatened against the Agency
affecting the existence of the Agency or challenging the
titles of its officers to their respective offices or
seeking to prohibit, restrain or enjoin the execution or
delivery of the Certificates, or in any way contesting or
affecting the validity or enforceability of the Certificates
or the Agency Documents or contesting the powers of the
Agency or its authority to enter into, adopt or perform its
obligations under any of the foregoing, or contesting in any
way the completeness, accuracy or fairness of the Official
Statement or any amendment or supplement thereto, wherein an
unfavorable decision, ruling or finding would materially
adversely affect the validity or enforceability of the
Certificates or the Agency Documents.
(g) The Agency will furnish such information, execute
such instruments and take such other action in cooperation
with the Underwriter as the Underwriter may reasonably
request in order (1) to qualify the Certificates for offer
and sale under the Blue Sky or other securities laws and
regulations of such states and other jurisdictions of the
8
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United States as the Underwriter may designate and (2) to
determine the eligibility of the Certificates for investment
under the laws of such states and other jurisdictions, and
will use its best efforts to continue such qualification in
effect so long as required for distribution of the
Certificates; provided, however, that the Agency will not be
required to execute a special or general consent to service
of process or qualify as a foreign corporation in connection
with any such qualification in any jurisdiction.
(h) If between the date of this Contract of Purchase
and the date of the Closing an event occurs, of which the
Agency has knowledge, which might or would cause the
information relating to the Agency, its functions, duties
and responsibilities contained in the Official Statement
under the caption "THE AGENCY", as then supplemented or
amended, to contain an untrue statement of a material fact
or to omit to state a material fact required to be stated
therein or necessary to make such information therein, in
the light of the circumstances under which it was presented,
not misleading, the Agency will notify the Underwriter, and
if in the opinion of the Underwriter, such event requires
the preparation and publication of a supplement or amendment
to such portions of the Official Statement, the Agency will
cooperate with the Underwriter in the preparation of an
amendment or supplement to the Official Statement in a form
and in a manner approved by the Underwriter, provided all
expenses thereby incurred will be paid for by the City.
(i) If the information relating to the Agency, its
functions, duties and responsibilities contained in the
Official Statement under the caption "THE AGENCY" is amended
or supplemented pursuant to the immediately preceding
subparagraph, at the time of each supplement or amendment
thereto and (unless subsequently again supplemented or
amended pursuant to such subparagraph) at all times
subsequent thereto up to and including the date of the
Closing, the portions of the Official Statement under the
caption "THE AGENCY" so supplemented or amended (including
any financial and statistical data contained therein) will
not contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein or
necessary to make such information therein, in the light of
the circumstances under which it was presented, not
misleading.
(j) Except as may be required under Blue Sky or other
securities laws of any state, there is no consent, approval,
authorization or other order of, or filing with, or
certification by, any regulatory authority having
jurisdiction over the Agency required for the execution and
9
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delivery of the Agency Documents or the execution, delivery
and sale of the Certificates or the consummation by the
Agency of the other transactions contemplated by the
Official Statement and this Contract of Purchase.
The execution and delivery of this Contract of Purchase by
the Agency shall constitute a representation by the Agency to the
Underwriter that the representations and warranties contained in
this Section 4 are true and correct as of the date hereof.
5. At 8:00 A.M., Pacific Time, on April , 1993, or at
such other time or on such earlier or later date as the Agency,
the City and the Underwriter mutually agree upon (herein called
the " Closing"), the City and the Agency will deliver or cause to
be delivered to the Underwriter (a) at the offices of Stradling,
Yocca, Carlson & Rauth, A Professional Corporation, Newport
Beach, California (herein called "Special Counsel"), or such
other place as the Agency, the City and the Underwriter mutually
agree upon, the documents hereinafter mentioned and (b) to The
Depository Trust Company in New York, New York or such other
place as the Agency, the City and the Underwriter mutually agree
upon, the Certificates. The Certificates will be initially
executed and delivered in the form of a separate single fully
registered certificate for each separate stated maturity. Upon
initial execution and delivery, the ownership of such
Certificates shall be registered in the registration books kept
by the Trustee in the name of Cede & Co., as the nominee of The
Depository Trust Company.
CUSIP identification numbers shall be printed on the
Certificates, but the failure to print such number on any
Certificate or any error with respect thereto shall not
constitute cause for a failure or refusal by the Underwriter to
accept delivery of, or pay for, the Certificates in accordance
with the terms of this Contract of Purchase. All expenses in
relation to the printing of CUSIP numbers on said Certificates
and the CUSIP Service Bureau charge for the assignment of said
numbers shall be paid for by the City from Certificate proceeds.
The Underwriter will not less than 5 business days prior to
the Closing give registration instructions to the Trustee. The
Underwriter will accept delivery of the Certificates and pay the
purchase price thereof in [immediately available funds) to the
order of the Trustee in an amount equal to the purchase price.
The Certificates will be made available for checking and
packaging not later than 12:00 noon on the business day prior to
the Closing.
In the event that the Certificates are not delivered in
book -entry form and that, with the agreement of the Underwriter,
temporary Certificates are delivered, the Agency and the City
10
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will deliver or cause to be delivered definitive Certificates to
the Underwriter as soon after the Closing as is reasonably
possible, but in no event more than 5 days thereafter. The
temporary Certificates will be made available for checking and
packaging at the above -mentioned offices not later than 12:00
noon on the business day prior to the Closing. The Underwriter's
cost -of -carry, if any, incurred as a result of the delivery of
temporary Certificates shall be paid by the City from the
proceeds of the Certificates as a cost of issuance.
6. The Underwriter has entered into this Contract of
Purchase in reliance upon the representations and warranties of
the City and the Agency contained herein, all other
representations, warranties and agreements to be contained in the
documents and instruments to be delivered at Closing and the
performance by the City and the Agency of their respective
obligations hereunder, both as of the date hereof and as of the
date of Closing. The Underwriter's obligations under this
Contract of Purchase are and shall be subject to the following
further conditions:
(a) at the time of Closing, (1) the City Financing
Documents and the Agency Documents (collectively the "Legal
Documents") shall be in full force and effect as valid and
binding agreements between or among the various parties
thereto and the Legal Documents and the Official Statement
shall have been duly authorized, executed and delivered by
the respective parties thereto, in substantially the forms
heretofore submitted to the Underwriter, shall not have been
amended, modified or supplemented except as may have been
agreed to in writing by the Underwriter, and there shall be
in full force and effect such resolutions as, in the opinion
of Special Counsel, shall be necessary in connection with
the transactions contemplated hereby, and (2) the
representations and warranties of the City and the Agency
contained herein shall be true, correct and complete in all
material respects on the date hereof and at the time of the
Closing, as if made on the date of the Closing;
(b) at or prior to the Closing, the Underwriter shall
receive the following documents, in each case satisfactory
in form and substance to it and its counsel:
(1) the unqualified approving opinion of Special
Counsel, dated the date of Closing, addressed to the
City, substantially in the form attached to the
Official Statement as Exhibit C, and an unqualified
opinion of such counsel, dated the date of Closing and
addressed to the Underwriter, to the effect that such
approving opinion addressed to the City may be relied
11
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upon by the Underwriter to the same extent as if such
opinion was addressed to it;
(2) the supplementary opinions of Special Counsel
in form and substance satisfactory to the Underwriter,
dated the date of Closing and addressed to the City and
the Underwriter, to the effect that:
(i) the City has all necessary power and
authority to execute and deliver the Official
Statement, and the Official Statement has been
duly authorized, executed and delivered by the
City, and the City has all necessary power and
authority to enter into and perform its duties
under the Contract of Purchase and the Contract of
Purchase has been duly authorized, executed and
delivered by the City and assuming due
authorization, execution and delivery by the
Underwriter and the Agency, the Contract of
Purchase constitutes a legal, valid and binding
obligation of the City, enforceable in accordance
with its terms, except as such enforceability may
be limited by bankruptcy or other laws affecting
creditors' rights, and may be subject to the
application of equitable principles;
(ii) the Certificates are exempt from
registration pursuant to the Securities Act of
1933, as amended, and the Trust Agreement is
exempt from qualification pursuant to the Trust
Indenture Act of 1939, as amended; and
(iii) the statements contained in the
Official Statement on its cover and under the
captions "SUMMARY STATEMENT," "INTRODUCTION," "THE
CERTIFICATES" (except under the caption "-- Book -
Entry Only"), "SECURITY FOR THE CERTIFICATES,"
"APPROVAL OF LEGAL PROCEEDINGS" and "APPENDIX B -
DEFINITIONS AND SUMMARY OF CERTAIN DOCUMENTS,"
insofar as such statements purport to summarize
certain provisions of the Installment Purchase
Agreement, the Trust Agreement, the Assignment
Agreement or the Certificates and State of
California law, and "TAX EXEMPTION," insofar as
such statements purport to summarize certain
Federal and State of California tax matters set
forth in our opinion, are an accurate summary in
all material respects of the provisions summarized
therein;
12
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(3) an opinion of the City Attorney, dated the
date of Closing and addressed to the City and the
Underwriter to the effect that:
(i) the City is a municipal corporation duly
organized and existing under and by virtue of the
Constitution and laws of the State of California
and has all necessary power and authority to enter
into and perform its duties under the City
Financing Documents and, assuming due
authorization, execution and delivery by the
respective parties to the City Financing
Documents, the City Financing Documents constitute
legal, valid and binding obligations of the City
enforceable in accordance with their respective
terms;
(ii) the execution and delivery of the City
Financing Documents and compliance with the
provisions on the City's part contained herein and
in the City Financing Documents, and execution and
delivery of the Official Statement, will not and
do not conflict with, or constitute a breach of or
default under, the City's duties under said
documents or any law, administrative regulation,
judgment, decree, loan agreement, indenture, bond,
note, resolution, agreement or other instrument to
which the City is subject or by which it is bound
which conflict, breach or default could have a
material adverse impact upon the ability of the
City to execute and deliver the City Financing
Documents, to comply with the City Financing
Documents or to pay the Installment Purchase
Payments, nor will any such execution, delivery,
adoption or compliance result in the creation or
imposition of any lien, charge or other security
interest or encumbrance of any nature whatsoever
upon any of the properties or assets of the City
under the terms of any such law, administrative
regulation, judgment, decree, loan agreement,
indenture, bond, note, resolution, agreement or
other instrument, except as provided by the
Installment Purchase Agreement and the Trust
Agreement;
(iii) by official action of the City prior to
the date hereof, the City has duly approved the
distribution of the Preliminary Official Statement
and the distribution of the Official Statement and
has duly authorized and approved the execution and
delivery of, and the performance by the City of
13
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the obligations on its part contained in, the City
Financing Documents and the consummation by it of
all other transactions contemplated by the
Official Statement and this Contract of Purchase;
(iv) except as may be required under Blue Sky
or other securities laws of any state, there is no
consent, approval, authorization or other order
of, or filing with, or certification by, any
regulatory authority having jurisdiction over the
City required for the execution and delivery of
the City Financing Documents or the execution,
delivery and sale of the Certificates or the
consummation by the City of the other transactions
contemplated by the Official Statement and this
Contract of Purchase;
(v) there is no action, suit, proceeding,
inquiry or investigation at law or in equity
before or by any court or governmental agency,
public board or body pending or, to the best of
such counsel's knowledge, threatened against the
City affecting the existence of the City or
challenging the title of any member of the City
Council of the City or the Mayor of the City to
their respective offices, or seeking to prohibit,
restrain or enjoin the execution or delivery of
the Certificates, or the collection of the
revenues pledged pursuant to the Installment
Purchase Agreement, or the pledge thereof or in
any way contesting or affecting the validity or
enforceability of the City Financing Documents or
the Certificates or in any way contesting the
powers of the City or its authority to enter into
or perform its obligations under any of the
foregoing, or contesting in any way the
completeness, accuracy or fairness of the Official
Statement, or in which a final adverse decision
could materially adversely affect the operations
or financial condition of the City or the ability
of the City to perform its obligations under the
City Financing Documents;
(vi) the City is not in breach of or default
under any applicable law or administrative
regulation of the State of California or the
United States or any applicable judgment or decree
or any loan agreement, indenture, bond, note,
resolution, agreement or other instrument to which
the City is a party or is otherwise subject which
breach or default could have a material adverse
14
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impact upon the ability of the City to execute and
deliver the City Financing Documents, to comply
with the City Financing Documents or to pay the
Installment Purchase Payments and no event has
occurred and is continuing which, with the passage
of time or the giving of notice, or both, would
constitute such a default or such an event of
default under any such instrument; and
(vii) the information contained in the
Preliminary Official Statement as of its date was,
and in the Official Statement is, true and correct
in all material respects and such information does
not contain any untrue or misleading statement of
a material fact or omit to state any material fact
necessary to make the statements therein, in the
light of the circumstances under which they were
made, not misleading;
(4) an opinion of counsel to the Agency, dated
the date of Closing, and addressed to the City and the
Underwriter, to the effect that:
(i) the Agency is a public body, corporate
and politic duly organized and existing under the
Constitution and laws of the State of California
and has all necessary power and authority to enter
into and perform its duties under the Agency
Documents and, assuming due authorization,
execution and delivery by the respective parties
thereto, the Agency Documents constitute legal,
valid and binding obligations of the Agency
enforceable in accordance with their respective
terms;
(ii) by official action of the Agency prior
to or concurrently with the acceptance hereof, the
Agency has duly authorized and approved the
execution and delivery of, and the performance by
the Agency of the obligations on its part
contained in the Agency Documents and the
consummation by it of all other transactions
contemplated by the Official Statement and this
Contract of Purchase;
(iii) the statements and information relating
to the Agency, its functions, duties and
responsibilities contained in the Official
Statement under the caption "THE AGENCY" are true,
correct and complete in all material respects and
do not omit any statement or information which is
15
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necessary to make such statements and information
therein, in the light of the circumstances under
which they were made, not misleading in any
material respect;
(iv) the execution and delivery of the Agency
Documents and compliance with the provisions on
the Agency's part contained herein and therein,
will not and does not conflict with or constitute
a breach of or default under the Agency's duties
under said documents or any law, administrative
regulation, judgment, decree, loan agreement,
indenture, bond, note, resolution, bylaws,
agreement or other instrument to which the Agency
is a party or is otherwise subject which conflict,
breach or default could have a material adverse
impact upon the ability of the Agency to execute
and deliver or comply with the Agency Documents,
nor will any such execution, delivery, adoption or
compliance result in the creation or imposition of
any lien, charge or other security interest or
encumbrance of any nature whatsoever upon any of
the properties or assets of the Agency under the
terms of any such law, administrative regulation,
judgment, decree, loan agreement, indenture, bond,
note, resolution, bylaws, agreement or other
instrument, except as provided by the Installment
Purchase Agreement and the Trust Agreement;
(v) the Agency is not in breach of or
default under any applicable law or administrative
regulation of the State of California or the
United States or any applicable judgment or decree
or any loan agreement, indenture, bond, note,
bylaws, resolution, agreement or other instrument
to which the Agency is a party or is otherwise
subject which breach or default could have a
material adverse impact on the Agency's ability to
perform its obligations under the Agency Documents
and no event has occurred and is continuing which,
with the passage of time or the giving of notice,
or both, would constitute such a default or such
an event of default under any such instrument;
(vi) there is no action, suit, proceeding,
inquiry or investigation, at law or in equity,
before or by any court, governmental agency,
public board or body, pending or, to the best of
such counsel's knowledge, threatened against the
Agency affecting the existence of the Agency or
challenging the titles of its officers to their
16
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respective offices or seeking to prohibit,
restrain or enjoin the execution or delivery of
the Certificates, or in any way contesting or
affecting the validity or enforceability of the
Certificates or the Agency Documents or contesting
the powers of the Agency or its authority to enter
into, adopt or perform its obligations under any
of the foregoing, or contesting in any way the
completeness, accuracy or fairness of the Official
Statement or any amendment or supplement thereto,
wherein an unfavorable decision, ruling or finding
would materially adversely affect the validity or
enforceability of the Certificates or the Agency
Documents; and
(vii) except as may be required under Blue Sky
or other securities laws of any state, there is no
consent, approval, authorization or other order
of, or filing with, or certification by, any
regulatory authority having jurisdiction over the
Agency required for the execution and delivery of
the Agency Documents or the execution, delivery
and sale of the Certificates or the consummation
by the Agency of the other transactions
contemplated by the Official Statement and this
Contract of Purchase;
(5) the opinion of counsel to the Trustee, dated
the date of Closing addressed to the City and the
Underwriter to the effect that:
(i) the Trustee has been duly organized and
is validly existing in good standing as a state
banking corporation under the laws of the State of
California with full corporate power to undertake
the trust of the Trust Agreement;
(ii) the Trustee has duly authorized,
executed and delivered the Trust Agreement and the
Assignment Agreement and by all proper corporate
action has authorized the acceptance of the duties
and obligations of the Trustee under the Trust
Agreement and the Assignment Agreement and has
duly executed and delivered the Certificates;
(iii) assuming due authorization, execution
and delivery by the other parties to the Trust
Agreement and the Assignment Agreement, the Trust
Agreement and the Assignment Agreement are each
the valid, legal and binding agreement of the
Trustee, enforceable in accordance with its terms,
17
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except as such enforcement may be limited by
bankruptcy, insolvency, reorganization or other
similar laws affecting the enforcement of
creditors' rights in general and by general equity
principles (regardless of whether such enforcement
is considered in a proceeding in equity or at
law);
(iv) exclusive of federal or state securities
laws and regulations, to the best of such
counsel's knowledge after reasonable inquiry and
investigation, other than routine filings required
to be made with governmental agencies in order to
preserve the Trustee's authority to perform a
trust business, (all such routine filings such
counsel believes, after reasonable inquiry and
investigation, to have been made), no consent,
approval, authorization or other action by any
governmental or regulatory authority having
jurisdiction over the Trustee is or will be
required for the execution and delivery by the
Trustee of the Trust Agreement and the Assignment
Agreement or the execution and delivery of the
Certificates;
(v) to the best of such counsel's knowledge,
there is no litigation pending or threatened
against or affecting the Trustee to restrain or
enjoin the Trustee's participation in, or in any
way contesting the powers of the Trustee with
respect to the transactions contemplated by the
Certificates, the Assignment Agreement or the
Trust Agreement; and
(vi) to the best of such counsel's knowledge,
the Trustee's action in executing and delivering
the Trust Agreement, the Assignment Agreement and
the Certificates does not conflict with or
constitute a breach of or default under any
applicable law or governmental regulation and, to
the best of such counsel's knowledge, after
reasonable inquiry with respect thereto, does not
conflict with or violate any contract to which the
Trustee is a party or any administrative or
judicial decisions by which the Trustee is bound;
(6) the opinion of Brown & Wood, Los Angeles,
California, counsel for the Underwriter, dated the date
of Closing and addressed to the Underwriter to the
effect that (a) the Certificates are exempt from
registration pursuant to the Securities Act of 1933, as
18
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amended, and the Trust Agreement is exempt from
qualification pursuant to the Trust Indenture Act of
1939, as amended; and (b) based upon examinations which
they have made, which may be specified, and without
having undertaken to determine independently the
accuracy or completeness of the statements contained in
the Official Statement, nothing has come to their
attention which would lead them to believe that the
Official Statement (other than financial and
statistical data and financial statements therein and
incorporated therein by reference and the appendices
thereto, and information relating to The Depository
Trust Company or its book -entry system as to which no
opinion need be expressed) contains an untrue statement
of a material fact or omits to state a material fact
required to be stated therein or necessary to make the
statements therein, in the light of the circumstances
under which they were made, not misleading;
(7) a certificate, dated the date of Closing,
signed by a duly authorized official of the City
satisfactory in form and substance to the Underwriter
and counsel to the Underwriter, to the effect that the
representations and warranties made by the City in this
Contract of Purchase are true and correct as of the
date of Closing;
(8) a certificate, dated the date of Closing,
signed by a duly authorized official of the Agency
satisfactory in form and substance to the Underwriter
and counsel to the Underwriter, to the effect that the
representations and warranties made by the Agency in
this Contract of Purchase are true and correct as of
the date of Closing;
(9) a certificate, dated the date of Closing,
signed by a duly authorized official of the Trustee
satisfactory in form and substance to the Underwriter
and counsel to the Underwriter, to the effect that:
(i) the Trustee is a state banking
corporation duly organized and in good standing
under the laws of the State of California, is
authorized to carry out corporate trust powers as
Trustee and has all necessary power and authority
to enter into and perform its duties under the
Trust Agreement and the Assignment Agreement and
to deliver the Certificates thereunder.
(ii) the Trustee is duly authorized to enter
into the Trust Agreement and to deliver the
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Certificates to the Underwriter pursuant to the
terms of the Trust Agreement and has duly executed
and delivered the Trust Agreement and the
Assignment Agreement and assuming due
authorization and execution by the respective
parties thereto, the Trust Agreement and the
Assignment Agreement each constitutes a legally
valid and binding obligation of the Trustee,
enforceable in accordance with its terms, except
as enforcement may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar
laws or equitable principles relating to or
limiting creditors' rights generally;
(iii) the Trustee has duly executed and
delivered the Certificates under the Trust
Agreement to or upon the order of the Underwriter;
(iv) no consent, approval, authorization or
other action by any governmental or regulatory
authority having jurisdiction over the banking or
trust powers of the Trustee that has not been
obtained is or will be required for the execution
and delivery of the Certificates or the
consummation by the Trustee of its obligations
under the Trust Agreement;
(v) the execution and delivery by the
Trustee of the Trust Agreement and the Assignment
Agreement and compliance with the provisions
thereof has been duly authorized by all necessary
corporate action on the part of the Trustee and,
to the best knowledge of the Trustee, together
with execution and delivery of the Certificates,
will not conflict with or constitute a breach of
or default under any law, administrative
regulation, court decree, resolution, charter,
by-laws or any other agreement or instrument to
which the Trustee is subject or by which it is
bound; and
(vi) to the best knowledge of the Trustee, no
litigation is pending or threatened (either in
state or federal courts) (a) to restrain or enjoin
the execution or delivery of any of the
Certificates or the collection of the revenues
that are the source of Installment Purchase
Payments or (b) in any way contesting or affecting
any authority for the execution or delivery of the
Certificates or the validity or enforceability of
the Certificates or the Trust Agreement;
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(10) two executed copies of each of the Legal
Documents;
(11) two copies of the Preliminary Official
Statement and two copies of the Official Statement,
with the approval thereof executed on behalf of the
City by an authorized representative of the City;
(12) two certified copies of the general
resolution of the Trustee authorizing the execution and
delivery of certain documents by certain officers of
the Trustee, which resolution authorizes the execution
and delivery of the Certificates, the Trust Agreement
and the Assignment Agreement;
(13) copies of resolutions adopted by the City and
certified by the City Clerk authorizing or ratifying
the execution and delivery of the City Financing
Documents and the approval of the Official Statement;
(14) copies of resolutions adopted by the Agency
and certified by the Secretary, authorizing or
ratifying the execution and delivery of the Agency
Documents;
(15) arbitrage certification by the City in form
and substance acceptable to Special Counsel;
(16) a letter from the City's Certified Public
Accountant, consenting to the references to such firm
and to the use of the financial statements of the City
and the report relating to such financial statements
prepared by such firm as Appendix A to the Official
Statement;
(17) evidence satisfactory to the Underwriter that
Standard & Poor's Corporation and Moody's Investors
Service have rated the Certificates " " and "
respectively; and
(18) such additional legal opinions, certificates,
proceedings, instruments and other documents as Special
Counsel and counsel for the Underwriter may reasonably
request to evidence compliance by the City and the
Agency with legal requirements, the truth and accuracy,
as of the time of Closing, of the representations
contained herein and in the Official Statement and the
due performance or satisfaction by the Agency and the
City at or prior to such time of all agreements then to
be performed and all conditions then to be satisfied.
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(c) All matters relating to the Certificates and the
sale thereof, the Legal Documents and the consummation of
the transactions contemplated by this Contract of Purchase
shall have been approved by the Underwriter and counsel for
the Underwriter, such approval not to be unreasonably
withheld.
If the conditions to the Underwriter's obligations contained
in this Contract of Purchase are not satisfied or if the
Underwriter's obligations shall be terminated for any reason
permitted by this Contract of Purchase, this Contract of Purchase
shall terminate and the Underwriter shall have no further
obligation hereunder.
7. The Underwriter shall have the right to cancel its
obligations to purchase the Certificates if, between the date
hereof and the Closing regardless of whether any of the following
statements of fact were in existence or known of on the date of
this Contract of Purchase:
(a) the marketability of the Certificates or the
market price thereof, in the opinion of the Underwriter, has
been materially adversely affected by an amendment to the
Constitution of the United States or by any legislation in
or by the Congress of the United States or by the State of
California, or the amendment of legislation pending as of
the date of this Contract of Purchase in the Congress of the
United States, or the recommendation to Congress or
endorsement for passage (by press release, other form of
notice or otherwise) of legislation by the President of the
United States, the Treasury Department of the United States,
the Internal Revenue Service or the Chairman or ranking
minority member of the Committee on Finance of the United
States Senate or the Committee on Ways and Means of the
United States House of Representatives, or the proposal for
consideration of legislation by either such Committee or by
any member thereof, or the presentment of legislation for
the staff of either such Committee, or by the staff of the
Joint Committee on taxation of the Congress of the United
States, or the favorable reporting for passage of
legislation to either House of the Congress of the United
States by a Committee of such House to which such
legislation has been referred for consideration, or any
decision of any federal or state court or any ruling or
regulation (final, temporary or proposed) or official
statement on behalf of the United States Treasury
Department, the Internal Revenue Service or other federal or
state authority affecting the federal or state tax status of
the City, or the interest on bonds or notes (including the
Certificates); or
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(b) there shall exist any event which in the
reasonable opinion of the Underwriter either (i) makes
untrue or incorrect in any material respect any statement or
information contained in the Official Statement or (ii) is
not reflected in the Official Statement but should be
reflected therein to make the statements and information
contained therein not misleading in any material respect; or
(c) there shall have occurred any new outbreak of
hostilities or other national or international calamity or
crisis or the escalation of any such outbreak, calamity or
crisis, the effect of such outbreak, calamity, crisis or
escalation on the financial markets of the United States
being such as would make it impracticable, in the reasonable
opinion of the Underwriter, for the Underwriter to sell the
Certificates; or
(d) there shall be in force a general suspension of
trading on the New York Stock Exchange or other minimum or
maximum prices for trading shall have been fixed and be in
force, or maximum ranges for prices for securities shall
have been required and be in force on the New York Stock
Exchange or such other exchange, whether by virtue of a
determination by that Exchange or such other exchange or by
orders of the Securities and Exchange Commission or any
other governmental authority; or
(e) a general banking moratorium shall have been
declared by either Federal, California or New York
authorities having jurisdiction and be in force; or
(f) there shall be established any new restrictions on
transactions in securities materially affecting the free
market for securities (including the imposition of any
limitations on interest rates) or the extension of credit
by, or the charge to the net capital requirements of,
underwriters established by the New York Stock Exchange, the
Securities and Exchange Commission, any other Federal or
state agency or the Congress of the United States, or by
Executive Order; or
(g) an adverse event has occurred affecting the
financial condition or operation of, the City which, in the
opinion of the Underwriter, requires or has required a
supplement or amendment to the Official Statement; or
(h) the ratings of the Certificates shall have been
downgraded or withdrawn by a national rating service, which,
in the Underwriter's opinion, materially adversely affects
the market price of the Certificates; or
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(i) the Comptroller of the Currency renders an opinion
or issues a regulation which has the effect of prohibiting
the Underwriter from underwriting the Certificates.
8. (a) After the Closing (i) the City will not adopt any
amendment of or supplement to the Official Statement to which the
Underwriter shall object in writing or which shall be disapproved
by counsel for the Underwriter and (ii) if any event relating to
or affecting the City or the Agency shall occur as a result of
which it is necessary, in the opinion of counsel for the
Underwriter, to amend or supplement the Official Statement in
order to make the Official Statement not misleading in the light
of the circumstances existing at the time it is delivered to an
initial purchaser of the Certificates, subject to Section 7(b),
the City and the Agency will forthwith prepare and furnish to the
Underwriter a reasonable number of copies of an amendment of or
supplement to the Official Statement (in form and substance
satisfactory to counsel for the Underwriter) which will amend or
supplement the Official Statement so that it will not contain an
untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the
light of the circumstances existing at the time the Official
Statement is delivered to an initial purchaser of the
Certificates, not misleading. For the purposes of this section
the City and the Agency will each furnish such information with
respect to itself as the Underwriter may from time to time
request.
(b) The City agrees to indemnify and hold harmless the
Underwriter and each person, if any, who controls (as such
term is defined in Section 15 of the Securities Act of 1933,
as amended, and Section 20 of the Securities Act of 1934, as
amended, collectively the "Securities Acts") the Underwriter
(i) against any and all judgments, losses, claims, damages
and liabilities arising out of any statement or information
contained in the Official Statement that is untrue or
incorrect in any material respect or the omission therefrom
of any material fact required to be stated therein or
necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading,
and (ii) to the extent of the aggregate amount paid in
settlement of any litigation commenced or threatened arising
from a claim based upon any such untrue statement or
omission if such settlement is effected with the written
consent of the City. If any claim shall be made or action
brought against the Underwriter or any controlling person,
as aforesaid, based upon the Official Statement in respect
of which indemnity may be sought against the City pursuant
to the terms of this paragraph (b), the Underwriter shall
promptly notify the City in writing setting forth the
particulars of such claim or action. Failure to so notify
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the City shall not relieve the City from any liability that
it may have otherwise than on account of this paragraph.
The City may participate at its own expense in defense of
such action. If it so elects within a reasonable time after
receipt of such notice, the City may assume the defense of
such action with counsel chosen by it and approved by the
indemnified parties defended in such action, unless such
indemnified parties reasonably object to the City's
assumption of such defense on the ground that there may be
legal defenses available to them that are different from or
in addition to those available to the City, in which case
the indemnified parties shall have the right to designate
and retain separate counsel in such action and the
reasonable fees and expenses of such counsel (but not more
than one) so designated and retained shall be paid by the
City if, and only if, the City is adjudged to have caused
such judgments, losses, claims, expenses, damages or
liabilities. If, however, no reasonable objection is made
by the indemnified parties to the City's assumption of such
defense and the City assumes the defense of such action, the
City shall not be liable for the fees and expenses of any
counsel for the indemnified parties incurred thereafter in
connection with such action. In no event shall the City be
liable for the fees and expenses of more than one counsel
for all indemnified parties in connection with any one
action or separate but similar or related actions in the
same jurisdiction arising out of the same general
allegations or circumstances.
(c) In order to provide for just and equitable
contribution in circumstances in which the indemnity
agreement provided for in paragraph (b) above is for any
reason held to be unavailable to the Underwriter other than
in accordance with its terms, the City and the Underwriter
shall contribute to the aggregate judgments, losses,
liabilities, claims, damages and expenses of the nature
contemplated by said indemnity incurred by the City and the
Underwriter, in the proportion that their respective
liabilities are determined; provided, however, that no
person guilty of fraudulent misrepresentation (within the
meaning of Section 11(X) of the Securities Act of 1933, as
amended) of negligence shall be entitled to contribution
from any person who was not guilty of such fraudulent
misrepresentation or negligence. For purposes of this
paragraph, such person, if any, who controls the Underwriter
within the meaning of the Securities Acts shall have the
same rights to contribution as the Underwriter, and each
official of the City shall have the same rights to
contribution as the City.
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9. Whether or not the transactions contemplated by this
Contract of Purchase are consummated, all expenses and costs of
the City incident to the performance of its obligations in
connection with the authorization, execution and sale of the
Certificates to the Underwriter, including, without limitation,
the cost of printing or reproducing the Certificates, the Legal
Documents, the Preliminary Official Statement and the Official
Statenient and all ancillary papers, in reasonable quantities,
credit rating agency fees, the costs of obtaining CUSIP numbers
for the Certificates, the fees of the Trustee, and related
services, shall be paid from the proceeds of the Certificates,
and to the extent or in the event not so paid shall be paid by
the City. The Underwriter will pay its out-of-pocket expenses
(other than out-of-state travel expenses in connection with the
securing of a rating on the Certificates, if any) including the
fees and disbursements of its counsel.
10. Any notice or other communication to be given to the
Underwriter may be given by delivering the same to Westhoff -
Martin & Associates, 3675 Mt. Diablo Boulevard, Suite 350,
Lafayette, California 94549, Attention: Mr. Mark A. Holmstedt.
All notices or communications hereunder by any party shall be
given and served upon each other party. Any notice or
communication to be given the City under this Contract of
Purchase may be given by delivering the same to the City of San
Jacinto, 201 E. Main Street, San Jacinto, California 92583,
Attention: City Manager. Any notice or communication to be
given by the Agency under this Contract of Purchase may be given
by delivering the same to the Redevelopment Agency of the City of
San Jacinto, c/o City of San Jacinto, 201 E. Main Street, San
Jacinto, California 92583, Attention: Executive Director.
11. This Contract of Purchase is made solely for the
benefit of the City, the Agency and the Underwriter (including
the successors or assigns thereof) and no other person shall
acquire or have any right hereunder or by virtue hereof. All
representations, warranties and agreements of the City and the
Agency in this Contract of Purchase shall remain operative and in
full force and effect regardless of any investigation made by or
on behalf of the Underwriter and shall survive the delivery of
and payment for the Certificates.
12. This Contract of Purchase 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.
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13. This Contract of Purchase shall be governed by the laws
of the State of California.
WESTHOFF-MARTIN & ASSOCIATES
By
Mark A. Holmstedt
Accepted and Agreed to:
CITY OF SAN JACINTO
By
City Manager
REDEVELOPMENT AGENCY OF THE CITY OF SAN JACINTO
By
Chairman
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EXHIBIT A
to the
CONTRACT OF PURCHASE
CERTIFICATES
Maturity Principal Interest
(March 1) Amount Rate
1995 $ $
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2013
2023
A-1
14287.01\0000000000
ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT, made and entered into as of
the first day of March, 1993, by and between Redevelopment
Agency of the City of San Jacinto, a public corporation (the
"Agency") and Union Bank, a state banking corporation organized
and operating under the laws of the State of California (the
"Trustee");
W I T N E S S E T H:
In the joint and mutual exercise of their powers, in
consideration of the mutual covenants herein contained, and for
other valuable consideration, the parties hereto recite and
agree as follows:
SECTION 1. Recitals of the Agency.
(a) The capitalized terms in this Assignment
Agreement shall have the meanings ascribed to them in Exhibit A
attached to the Trust Agreement dated as of March 1, 1993 among
the Agency, the City of San Jacinto (the "City") and the
Trustee (the "Trust Agreement").
(b) The Agency and the City have entered into
the Installment Purchase Agreement dated as of March 1, 1993
between the Agency and the City (the "Agreement"), whereby the
Agency has agreed to sell to the City, and the City has agreed
to purchase from Agency the Project (more particularly defined
in the Trust Agreement) in the manner and on the terms set
forth in the Agreement.
(c) Under the Agreement, the Agency is required
to deposit or cause to be deposited with the Trustee certain
sums of money to be credited, held and applied in accordance
with the Agreement and with the Trust Agreement dated as of
March 1, 1993 among the Agency, the City and the Trustee.
(d) Upon the deposit of monies by the Agency
with respect to the Agreement, the City is obligated to pay
certain Installment Purchase Payments to Agency or its
assignee. For the purpose of obtaining the monies required to
be deposited by it pursuant to the Agreement, the Agency is
willing to assign and transfer its rights under the Agreement
to the Trustee for the benefit of the owners of certificates of
participation (the "Certificates") to be executed under the
Trust Agreement, and in consideration of such assignment, the
Trustee is delivering such Certificates to Westhoff -Martin &
Associates for the sale to the public (the holders and owners,
from time to time are herein referred to as the "Owners"), the
proceeds of which sale are required to be deposited by the
Trustee on behalf of the Agency in the various funds and
accounts created pursuant to the Trust Agreement.
SECTION 2. Recitals of the Agency and the Trustee.
Each of the parties has authority to enter into this
Assignment Agreement, and has taken all actions necessary to
authorize its officers to enter into it.
SECTION 3. Assignment.
The Agency does hereby absolutely assign and transfer
to the Trustee, for the benefit of the Owners of the
Certificates executed and delivered under the Trust Agreement
and the Certificate Insurer, all of its right, title and
interest under the Agreement, including but not limited to its
right to receive the Installment Purchase Payments from the
City under the Agreement; and its right to receive proceeds of
condemnation of, and insurance on, the Project; and its right
to enforce payment of such the Installment Purchase Payments
when due and otherwise to protect its interests and enforce its
rights under the Agreement in the event of a default by the
City. The Installment Purchase Payments shall be applied, and
the rights so assigned shall be exercised, by the Trustee as
provided in the Trust Agreement.
SECTION 4. Acceptance.
The Trustee hereby accepts such assignment for the
purpose of securing such payments and rights to the Owners of
the Certificates subject to the provisions of the Trust
Agreement.
SECTION 5. Conditions.
This Assignment Agreement shall confer no rights and
impose no duties upon the Trustee beyond those expressly
provided in the Trust Agreement.
SECTION 6. Amendments. This Assignment Agreement
shall not be amended without the prior written consent of the
Certificate Insurer and except by written instrument duly
executed by the parties hereto.
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4542Q/2048/02 -2-
IN WITNESS WHEREOF, the parties have executed this
Assignment Agreement by their officers thereunto duly
authorized as of the day and year first written above.
REDEVELOPMENT AGENCY OF THE CITY
OF SAN JACINTO
By:
President
UNION BANK, as Trustee
By:
Senior Trust Officer
02/24/93
4542Q/2048/02 -3-
TRUST AGREEMENT
by and among
UNION BANK,
as Trustee
and
REDEVELOPMENT AGENCY OF THE
CITY OF SAN JACINTO
and
CITY OF SAN JACINTO
Dated as of March 1, 1993
relating to
CERTIFICATES OF PARTICIPATION
(Water Improvement Project)
TABLE OF CONTENTS
Page
ARTICLE I
RECITALS AND REPRESENTATIONS
101. Installment Purchase Agreement
102. Deposit of Moneys
103. Installment Purchase Payments
104. Assignment Agreement
105. Conditions Precedent Satisfied
ARTICLE II
DEFINITIONS AND RULES OF CONSTRUCTION
201. Definitions
202. Rules of Construction
ARTICLE III
APPOINTMENT OF TRUSTEE
301. Appointment of Trustee
302. Acceptance of Appointment
ARTICLE IV
ESTABLISHMENT AND ADMINISTRATION OF FUNDS AND ACCOUNTS
401. Establishment and Application of
Project Fund
402. Establishment and Application of
Installment Purchase Payment Fund
403. Establishment and Application of
Reserve Fund
404. Surplus Funds in Installment Purchase
Payment Fund
405. No Unauthorized Transfers
406. Deposit and Investment of Moneys in Funds
,407. Valuation and Disposition of Investments
ARTICLE V
THE TRUSTEE
501. Trustee; Duties, Removal and Resignation
502. Compensation of Trustee
503. Protection to Trustee
504. Paying Agents
505. Merger or Consolidation
Page
ARTICLE VI
CERTIFICATES; TERMS AND PROVISIONS
601. Preparation of Certificates
602. Form; Denomination; Medium of Payment
603. Date of Certificates
604. Payment of Principal and Interest with
Respect to Certificates
605. Legends
606. Execution
607. Negotiability, Transfer and Registry
608. Transfer and Exchange of Certificates
609. Certificates Mutilated, Lost, Destroyed or Stolen
610. Execution of Documents and Proof of Ownership
611. Certificate Register
612. Temporary Certificates
613. Place of Payment
614. Redemption
615. Redemption Fund
616. Notice of Redemption
617. Partial Redemption of Certificates
618. Effect of Notice of Redemption
619. Book Entry
ARTICLE VII
COVENANTS; LIMITATION OF LIABILITY
701. City to Perform Agreement
702. Agency to Perform Agreement
703. Further Assurances
704. No Obligation by City to Owners
705. No Obligation to Performance by Trustee
706. No Liability to Owners for Payment
707. Limited Liability of Trustee
708. Trustee May Require Opinion of Counsel
709. Indemnification to Trustee
710. Tax Covenants
,711. Rebate Provisions
ARTICLE VIII
CONSENT OF CERTIFICATE OWNERS
801. Certificate Owners Meeting
802. Notice of Meeting
803. Voting Oualification
804. Issuer -Owned Certificates
805. Quorum and Procedure
806. Vote Required
807. Consent Without Meeting
808. Determining Rights of Consent
Page
ARTICLE IX
AMENDMENT; DEFEASANCE; ADMINISTRATIVE PROVISIONS
901. Amendment
902. Defeasance
903. Recording and Filing
904. Trustee to Keep Records
905. Notices
906. California Law
907. Severability
908. Binding on Successors
909. Headings
910. Counterpart
911. Unclaimed Monies
ARTICLE X
JENTS OF DEFAULT; REMEDIES
1001. Events of Default Defined
1002. Remedies on Default
1003. Application of Proceeds in Event of Default
1004. Collection of Installment Purchase Payments
1005. Action by Owners
1006. Remedies Cumulative; Waiver
EXHIBITS
Exhibit "A": Definitions
Exhibit "B": Form of Registered Certificate of Participation
Exhibit "C": Certificate Pertaining to Payment of
Project Costs
i
TRUST AGREEMENT
THIS TRUST AGREEMENT made and entered into as of March 1,
1993 (this "Agreement"), by and among Union Bank, a state
banking corporation duly organized, existing and authorized to
accept and execute trusts of the type herein set forth, under
and by virtue of the laws of State of California (herein called
"Trustee"), Redevelopment Agency of the City of San Jacinto, a
public corporation (herein called "Agency") and the City of San
Jacinto, a municipal corporation (herein called "City");
W I T N E S S E T H
In consideration of the mutual covenants herein contained
and for other valuable consideration, the parties hereto do
hereby agree as follows:
ARTICLE I
RECITALS AND REPRESENTATIONS
101. Installment PurchaF.. AcTr,-ement. AcTencY and City have
entered into an Installment Purchase Agreement dated as of
March 1, 1993, whereby Agency has agreed to sell the Project to
City and City has agreed to purchase the Project from Agency,
in the manner and on the terms set forth in the Installment
Purchase Agreement.
102. Deposit of Moneys. Under the Installment Purchase
Agreement, in order to induce City to purchase the Project from
Agency and to assure City that the Project Costs will be paid
without delay and that the Project will be available for
purchase without delay, Agency is required to deposit, or cause
to be deposited on its behalf, with Trustee, from the proceeds
of certificates of participation to be issued pursuant to this
Trust Agreement.
103. Installment Purchase Payments. Under the Installment
Purchase Agreement, City is obligated to pay to Agency or its
assignee certain Installment Purchase Payments for the purchase
of the Project.
104. Assignment Agreement. For the purpose of obtaining
the moneys required to be deposited by it with Trustee for the
financing of the Project, Agency has assigned and transferred
its rights under the Installment Purchase Agreement to Trustee
pursuant to an Assignment Agreement, dated as of March 1, 1993
(the "Assignment Agreement"); and in consideration of such
assignment and the execution of this Trust Agreement, Trustee
has agreed to execute and deliver the certificates of
participation, each evidencing a proportionate interest in the
Installment Purchase Payments to provide the moneys required
herein to be deposited by Agency.
105. Conditions Precedent Satisfied. Each of the parties
hereby represents and warrants that it has full legal authority
and is duly empowered to enter into this Trust Agreement, and
has taken all actions necessary to authorize the execution of
this Trust Agreement by the officers and persons signing it.
In reliance on such representations, City represents that all
acts, conditions and things required by law to exist, happen
and be performed precedent to and in connection with the
execution and entering into of this Trust Agreement have
happened and have been performed in regular and due time, form
and manner as required by law.
ARTICLE II
DEFINITIONS AND RULES OF CONSTRUCTION
201. Defin-iti,-)nr77. The terms defined in Exhibit "A"
attached hereto and by this reference incorporated herein, as
used and capitalized herein, shall, for all purposes of this
Agreement, have the meanings ascribed to them in said
Exhibit "A", unless the context clearly requires some other
meaning. In addition, the term "Trust Agreement" as used
herein means this Trust Agreement .
202. Rules of Construction. Words of the masculine gender
shall be deemed and construed to include correlative words of
the feminine and neuter uenders. Unless the context otherwise
indicates, words importing the singular number shall include
the plural number and vice versa, and words importing person
shall include corporations and associations, including public
bodies, as well as natural persons.
The terms "hereby", "hereof", "hereto", "herein",
"hereunder" and any similar terms, as used in this Trust
Agreement, refer to this Trust Agreement.
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ARTICLE III
APPOINTMENT OF TRUSTEE
301. Appointment of Trustee. In consideration of the
recitals hereinabove set forth and for other valuable
consideration, Agency and City hereby appoint and employ
Trustee, upon direction of City, to receive, hold, invest and
disburse the moneys to be paid to it pursuant to the
installment Purchase Agreement for credit to the various funds
and accounts established by this Trust Agreement; to execute
and deliver the Certificates; and to apply and disburse the
Installment Purchase Payments to the Owners of Certificates;
and to perform certain other functions; all as hereinafter
provided and subject to the terms and conditions of this Trust
Agreement.
302. Acceptance of Appointment. In consideration of the
compensation hereinafter provided for, Trustee accepts the
appointment above referred to and the duties and obligations of
Trustee provided herein, but only upon the terms and conditions
of this Trust Agreement.
ARTICLE IV
ESTABLISHMENT AND ADMINISTRATION OF FUNDS AND ACCOUNTS
401. Establishment and Application of Project Fund.
(a) There is hereby established with Trustee a
special trust fund to be designated the "Series 1993 Project
Fund" (herein referred to as the "Project Fund"). There shall
also be credited to the Project Fund any other funds from time
to time deposited with Trustee for such purpose. The Trustee
shall keep the Project Fund separate and apart from all other
funds and accounts held by it and shall administer the Project
Fund as provided in this Section 401 and in other applicable
provisions of this Trust Agreement and the Installment Purchase
Agreement.
(b) Except as hereinafter provided, disbursements
from the Project Fund shall be made by Trustee upon receipt of
a certificate requesting disbursement executed or approved by
an Authorized Officer of City in the form set forth in Exhibit
"C" attached hereto and by this reference incorporated herein.
Subject to subsection (c) hereof, each such certificate shall:
02/24/93
45410/2048/002 -3
(i) set forth a description of the Project Costs
or Cost of Issuance to be disbursed for payment or
reimbursement of previous payments of Project Costs or Cost of
Issuance to City and to the person or persons to whom said
amounts are to be disbursed;
(ii) state that the amounts to be disbursed
constitute Project Costs or Cost of Issuance as the applicable
term is defined in this Trust Agreement, and that said amounts
are not being paid in advance of the time, if any, fixed for
payment;
(iii) state that no amount set forth in the
certificate was included in any certificate requesting
disbursement previously filed with Trustee pursuant to this
Section; and
(iv) state that the amount remaining in the
Project Fund, together with interest earnings thereon, will,
after payment of the amount set forth in the certificate
requesting disbursement, be sufficient to pay all remaining
Project Costs or Cost of Issuance as then estimated.
(c) Absent an opinion of Bond Counsel that the
exclusion from gross income of interest with respect to the
Certificates will not be adversely affected for federal income
tax purposes, the amountE deposited into the Yield Restricted
Account pursuant to the provisions of Section 601 hereof shall
be invested at a yield (as defined in the Tax Certificate) that
does not exceed the yield on the Certificates, plus one -eighth
of one percentage point.
(d) Upon receipt by Trustee of a certificate of an
Authorized Officer of City that the Project has been acquired
and that all Project Costs and Cost of Issuance have been paid
any amounts then remaining in the Project Fund not encumbered
or needed to pay Project Costs and Cost of Issuance or to pay
for other projects, as evidenced by a certificate of an
Authorized Officer of City, shall be deposited by Trustee in
the Rebate Fund if needed to pay Rebatable Arbitrage and the
balance shall be deposited in the Redemption Fund to redeem
outstanding Certificates or deposited in the Installment
Purchase Payment Fund and be applied from time to time on
behalf of City as a credit against the next subsequent
Installment Purchase Payments due by City. In no event will
amounts in the Project Fund after the date three years from the
Delivery Date be invested at a yield in excess of the yield on
the Certificates within the meaning of Section 148 of the Code
and the regulations thereunder.
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402. Establishment and Application of Installment Purchase
Payment Fund.
(a) There is hereby established with Trustee a
separate fund to be designated the "Series 1993 Installment
Purchase Payment Fund" (herein referred to as the "Installment
Purchase Payment Fund") and within said Installment Purchase
Payment Fund there is established the Prepaid Interest
Account. Such fund shall be maintained by Trustee until the
Installment Purchase Payments are paid in full pursuant to the
terms of the Installment Purchase Agreement.
(b) Sixteen days preceding an Installment Payment
Date, Trustee shall provide written or telephonic notice to
City of the amount representing investment earnings transferred
to the Installment Purchase Payment Fund following the
Completion Date. The amount deposited into the Installment
Purchase Payment Fund including amounts in the Prepaid Interest
Account shall constitute a credit acfainst the Installment
Purchase Payment due by City with respect to said Installment
Payment Date provided, however, capitalized interest plus
investment earnings thereon shall only constitute a credit
against the Installment Purchase Payments due by the City, on
August 15, 1993.
(c) The Trustee shall deposit in the Installment
Purchase Payment Fund the Installment Purchase Payments
received from City pursuant to Section 307 of the Installment
Purchase Agreement.
(d) On each Payment Date, Trustee shall withdraw from
the Installment Purchase Payment Fund the amounts as needed to
pay the principal and interest due with respect to the amounts
payable on the Certificates on said Payment Date. In the event
that the amount on deposit in the installment Purchase Payment
Fund after transfer from the Reserve Fund as herein provided is
not sufficient to pay the full principal and interest due with
respect to the Certificates on said Payment Date, the amount on
deposit in the Installment Purchase Payment Fund shall be
applied to said principal and interest first to the payment of
interest due with respect to the Certificates on a pro rata
basis and second with respect to the payment of principal due
with respect to the Certificates on a pro rata basis.
403. Establishment and Application of Reserve Fund.
(a) There is hereby established with Trustee a
separate fund to be designated the "Series 1993 Reserve Fund"
(herein referred to as the "Reserve Fund"). Such fund shall be
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maintained by Trustee on behalf of City until the Installment
Purchase Payments are paid in full pursuant to the terms of the
Installment Purchase Agreement.
(b) One (1) business days prior to any Payment Date,
the Trustee shall determine if the amounts in the Installment
Purchase Fund are less than the Installment Purchase Payment
due with respect to said Payment Date. If such amount in the
Installment Purchase Payment Fund is less than such Installment
Purchase Payment, the Trustee shall on the applicable Payment
Date, transfer from the Reserve Fund to the Installment
Purchase Fund an amount equal to the Installment Purchase
Payment deficiency.
In the event that the Trustee has transferred money from
the Reserve Fund to the Installment Purchase Payment Fund in
accordance with this Section 4.03, upon receipt of the moneys
from the City to increase the balance in the Reserve Fund to
the Reserve Requirement, the Trustee shall deposit such money
in the Reserve Fund. Any deficiency in the Reserve Fund due to
a draw thereon shall be replenished by the City within one year
of such deficiency in twelve equal monthly installments.
All moneys in the Reserve Fund shall be used and withdrawn
by the Trustee solely for the purpose of paying principal and
interest with respect to the Certificates or, to the extent
that earnings exceed the Reserve Requirement, such excess
amount shall be transferred upon Written Order of the City to
the Trustee first, to the Rebate Fund for the purpose of
meeting the City's rebate obligation to the United States
second, prior to the Completion Date, to the Project Fund and
third, to the Installment Purchase Payment Fund. Any money
remaining in the Reserve Fund after all of the principal and
interest on the Certificates has been paid shall be transferred
to the City.
The City may satisfy the Reserve Requirement to deposit a
specified amount in the Reserve Fund by the deposit of a surety
bond, insurance policy or letter of credit as set forth below.
The following requirements shall be fulfilled in the event the
Reserve Requirement is fulfilled by a deposit of a credit
-instrument in lieu of cash:
1. A surety bond or insurance policy issued to the
Trustee by a company licensed to issue such a bond or
policy may be deposited in the Reserve Fund to meet
the Reserve Requirement if the claims paying ability
of the issuer thereof shall be rated "AAA" by Standard
& Poor's Corporation and "Aaa" by Moody's Investors
Service.
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An unconditional irrevocable letter of credit issued
to the Trustee, as agent of the Certificateowners, by
a bank may be deposited in the Reserve Fund to meet
the Reserve Requirement if the issuer thereof is rated
at least "AA" by Standard & Poor's Corporation and
"Aa" by Moody's Investors Service. The letter of
credit shall be payable in one or more draws upon
presentation by the beneficiary of a sight draft
accompanied by its certificate that it then holds
insufficient funds to make a required payment of
principal or interest on the Certificates. The draws
shall be payable within two days of presentation of
the sight draft. The letter of credit shall be for a
term of not less than three years. The issuer of the
letter of credit shall be required to notify the City
and the Trustee, not later than 30 months prior to the
stated expiration date of the letter of credit, as to
whether such expiration date shall be extended and if
so, shall indicate the new expiration date.
If such notice indicates that the expiration date
shall not be extended, the City shall deposit in the
Reserve Fund from the Water Enterprise Fund an amount
sufficient to cause the cash or Permitted Investments
on deposit in the Reserve Fund together with any other
qualifying credit instruments, to equal the Reserve
Requirement on all Outstanding Certificates, such
deposit to be paid in equal installments on at least a
semi-annual basis over the remaining term of the
letter of credit, unless the Reserve Fund credit
instrument is replaced by a Reserve Fund credit
instrument meeting the requirements in (1) or (2)
hereof. The letter of credit shall permit a draw in
full not less than two weeks prior to the expiration
or termination of such letter of credit if the letter
of credit has not been replaced or renewed. The
Trustee shall draw upon the letter of credit prior to
its expiration or termination unless an acceptable
replacement is in place or the Reserve Fund is fully
funded in its required amount.
3. The use of any Reserve Fund credit instrument pursuant
to this paragraph shall be subject to receipt of an
opinion of counsel as to the due authorization,
execution, delivery and enforceability of such
instrument in accordance with its terms, subject to
applicable laws affecting creditors' rights generally,
and, in the event the issuer of such credit instrument
is not a domestic entity, an opinion of foreign
counsel to such effect. In addition, the use of an
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irrevocable letter of credit shall be subject to
receipt of an opinion of counsel to the effect that
payments under such letter of credit would not
constitute avoidable preferences under Section 547 of
the U.S. Bankruptcy Code or similar state laws with
avoidable preference provisions in the event of the
filing of a petition for relief under the U.S.
Bankruptcy Code or similar state laws by or against
the City or the Agency (or any other account party
under the letter of credit).
4. The obligation to reimburse the issuer of a Reserve
Fund credit instrument for any fees, expenses, claims
or draws upon such Reserve Fund credit instrument
shall be subordinate to the payment of the Installment
Payments. The right of the issuer of a Reserve Fund
credit instrument to payment or reimbursement of its
fees and expenses shall be subordinated to cash
replenishment of the Reserve Fund, and, subject to the
second succeeding sentence, its right to reimbursement
for claims or draws shall be on a parity with the cash
replenishment of the Reserve Fund. The Reserve Fund
credit instrument shall provide for a revolving
feature under which the amount available thereunder
will be reinstated to the extent of any reimbursement
of draws or claims paid. If the revolving feature is
suspended or terminated for any reason, the right of
the issuer of the Reserve Fund credit instrument to
reimbursement will be further subordinated to cash
replenishment of the Reserve Fund to an amount equal
to the difference between the full original amount
available under the Reserve Fund credit instrument and
the amount then available for further draws or
claims. If (a) the issuer of a Reserve Fund credit
instrument becomes insolvent or (b) the issuer of a
Reserve Fund credit instrument defaults in its payment
obligations thereunder or (c) the claims -paying
ability of the issuer of the insurance policy or
surety bond becomes rated below a Standard & Poor's
Corporation "AAA" or a Moody's Investors Service "Aaa"
or (d) the rating of the issuer of the letter of
credit falls below a Standard & Poor's Corporation
"AA" or a Moody's investors Service "Aa", the
obligation to reimburse the issuer of the Reserve Fund
credit instrument shall be subordinate to the cash
replenishment of the Reserve Fund.
5. If (a) the revolving reinstatement feature described
in the preceding paragraph is suspended or terminated
or (b) the rating of the claims paying ability of the
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issuer of the surety bond or insurance policy falls
below a Standard & Poor's Corporation "AAA" or a
Moody's Investors Service "Aaa" or (c) the rating of
the issuer of the letter of credit falls below a
Standard & Poor's Corporation "AA" or a Moody's
Investors Service "Aa", the City shall (i) cause the
obligation to be collateralized 100% by Federal
Securities or (ii) deposit into the Reserve Fund from
the Water Enterprise Fund an amount sufficient to
cause the cash or Permitted Investments on deposit in
the Reserve Fund to equal the Reserve Requirement,
such amount to be paid over the ensuing five years in
equal installments deposited at least semi-annually or
(ii) replace such instrument with a surety bond,
insurance policy or letter of credit meeting the
requirements in either (1) or (2) above within six
months of such occurrence. In the event (a) the
rating of the claims -paying ability of the issuer of
the surety bond or insurance policy falls below "A" or
(b) the rating of the issuer of the letter of credit
falls below "A" or (c) the issuer of the Reserve Fund
credit instrument defaults in its payment obligations
or (d) the issuer of the Reserve Fund credit
instrument becomes insolvent, the City shall either
(i) deposit into the Reserve Fund from the Water
Enterprise Fund an amount sufficient to cause the cash
or Permitted Investments on deposit in the Reserve
Fund to equal the Reserve Requirement on all
outstanding Certificates, such amount to be paid over
the ensuing year in equal installments on at least a
monthly basis or (ii) replace such instrument with a
surety bond, insurance policy or letter of credit
meeting the requirements in either of (1) or (2) above
within six months of such occurrence.
6. The amount available for draws or claims under the
Reserve Fund credit instrument may be reduced by the
amount of cash or Permitted Investments deposited in
the Reserve Fund pursuant to clause (i) of the
preceding subparagraph 5.
7 If the City chooses one or more of the above described
alternatives to a cash -funded Reserve Fund, any
amounts owed by the City to the issuer of such credit
instrument as a result of a draw thereon or a claim
thereunder, as appropriate, shall be paid from the
Water Enterprise Fund and shall be included in any
calculation of Debt Service requirements required to
be made pursuant to this Agreement or the Installment
Purchase Agreement.
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8. The Trustee shall ascertain the necessity for a claim
or draw upon the Reserve Fund credit instrument and
Provide notice to the issuer of the Reserve Fund
credit instrument in accordance with its terms not
later than three days (or such longer period as may be
necessary depending on the permitted time period for
honoring a draw under the Reserve Fund credit
instrument) prior to each Interest Payment Date.
9. Cash on deposit in the Reserve Fund shall be used (or
investments purchased with such cash shall be
liquidated and the proceeds applied as required) prior
to any drawing on any Reserve Fund credit instrument.
If and to the extent that more than one Reserve Fund
credit instrument is deposited in the Reserve Fund,
drawings thereunder and repayments of costs associated
therewith shall be made on a pro rata basis,
calculated by reference to the maximum amounts
available thereunder.
Any money in the Reserve Fund in excess of the Reserve
Requirement after the City acquires the alternate security and
pays the appropriate costs as herein provided shall be
deposited into the Rebate Fund, the Installment Purchase
Payment Fund or deposited into the Project Fund at the
direction of the City.
404. Surplus Funds in Installment Purchase Payment Fund.
All amounts remaining in the Installment Purchase Payment Fund
on March 2 of each year shall, provided that the amount therein
is sufficient to pay the principal and interest due on the
Certificates on the succeeding Payment Date, that the amount on
deposit in the Reserve Fund is equal to the Reserve
Requirement, that there are no delinquent Installment Purchase
Payments due under the Installment Purchase Agreement, and that
any applicable fees of Trustee have been paid, or provision for
such payment satisfactory to Trustee has been made, shall be
transferred by Trustee to City, at the request of the City, for
use for any lawful purpose of City.
405. No Unauthorized Transfers. No amount shall be
-withdrawn or transferred from or paid out of any fund or
account except as in this Trust Agreement expressly provided.
406. Deposit and Investment of Moneys in Funds.
(a) All moneys held by Trustee in any of the funds or
accounts established pursuant to this Trust Agreement shall be
deposited, or as set forth below invested in Permitted
Investments, by Trustee. To the extent that said moneys are
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deposited by Trustee, they shall be deposited in trust accounts
or demand or time deposits (which time deposits may be
represented by time certificates of deposit) in any bank or
trust company selected by Trustee authorized to accept deposits
of trust funds (including the banking department of Trustee)
and shall be secured at all times by obligations which are
eligible by law to secure deposits of trust funds. To the
extent that said moneys are invested, they shall be invested by
Trustee upon the oral direction of City confirmed in writing in
Permitted Investments. The Trustee may enter into agreements
as defined in Permitted Investments with itself or others that
provide for the repurchase of investments made pursuant to this
subsection (a) at times which coincide with the times at which
moneys are required for the uses and purposes specified in this
Trust Agreement. In the event that written instructions for
investment of any fund or account in Permitted Investments are
not provided by City, Trustee shall invest moneys in said fund
or account solely in Permitted Investments set forth in 8 of
the definition thereof.
(b) The Trustee may act as agent in making or
disposing of any investment. The Trustee may also purchase or
sell any investment to itself or any affiliate, as principal or
agent. The Trustee shall not be liable for any loss resulting
from the making or disposition of any investment pursuant to
this Section, and any such losses shall be charged to the
account with respect to which such investment was made.
407. Valuation and Disposition of Investments. In
computing the amount in any fund or account, the City shall
cause the Permitted Investments to be valued annually on
September 1 at the market price thereof. Permitted Investments
(except investment agreements described below) in the Reserve
Fund shall be valued semiannually, on March 1 and September 1
except in the event of a withdrawal from the Reserve Fund,
whereupon they shall be valued immediately after such
withdrawal and monthly thereafter until the Reserve Fund is at
its required level. Investment agreements that by their terms
provide for repayment or liquidation at one time or from time
to time at the principal amount thereof, with no condition to
such repayment or liquidation other than notice of not more
than two Business Days, shall be valued at 100% of the
principal amount invested therein (1) for so long as the
unsecured long-term debt of the providers of such agreements is
rated by Moody's and S&P in one of their two highest rating
categories or (2) for so long as the obligations of the
providers of such agreements are collateralized with Federal
Securities the market value of which is equal to 107% of the
amounts invested under such agreements. If amounts on deposit
in the Reserve Fund shall, at any time, be less than the
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applicable Reserve Fund Requirement, such deficiency shall be
made up by the City from first available moneys after required
deposits to the Installment Purchase Payment Fund.
All amounts representing accrued and capitalized interest
shall be held by the Trustee, pledged solely to the payment of
interest on the Certificates and invested at the direction of
the City only in Federal Securities maturing at such times and
in such amounts as are necessary to match the interest payments
to which they are pledged.
ARTICLE V
THE TRUSTEE
501. Trustee; Duties, Removal and Resignation. By
executing and delivering this Trust Agreement, Trustee accepts
the duties and obligations of Trustee provided in this Trust
Agreement, but only upon the terms and conditions set forth in
this Trust Agreement.
The Trustee shall, prior to an Event of Default, and after
the curing of all Events of Default which may have occurred,
perform such duties and only such duties as are specifically
set forth herein, and no implied duties or obligations shall be
read herein against the Trustee. The Trustee shall, during the
existence of any Event of Default (which has not been cured),
exercise such of the rights and powers vested in it hereby, and
use the same degree of care and skill in their exercise as a
prudent individual would exercise or use under the
circumstances in the conduct of his own affairs.
In the absence of an event of default, Agency and City may
by written agreement between themselves, or the Owners of a
majority in aggregate principal amount of all Certificates
Outstanding may by written request, upon thirty (30) days prior
written notice to the Trustee, remove Trustee initially a party
to this Trust Agreement, and any successor thereto, and shall
thereupon appoint a successor Trustee, but any such successor
shall be a bank or trust company doing business and having an
-office in Panorama City, California, having a combined capital
(exclusive of borrowed capital) and surplus of at least fifty
million dollars ($50,000,000) and subject to supervision or
examination by federal or state authority. If such bank or
trust company publishes a report of condition at least
annually, pursuant to law or to the requirements of any
supervising or examining authority above referred to, then for
the purposes of this Section the combined capital and surplus
of such bank or trust company shall be deemed to be its
combined capital and surplus as set forth in its most recent
report of conditions so published.
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The Trustee or any successor may at any time resign by
giving written notice to Agency and City, and by mailing notice
of such resignation to the Certificate Owners at least thirty
(30) days prior to the intended effective date of such
resignation. Upon receiving such notice of resignation, City
shall promptly appoint a successor Trustee by an instrument in
writing; provided, however, that in the event that City does
not appoint a successor Trustee who has accepted such
appointment within thirty (30) days following receipt of such
notice of resignation Agency may appoint a successor Trustee
and in the event that Agency does not appoint, within thirty
(30) days following the expiration of such initial thirty (30)
day period, such successor Trustee who has accepted such
appointment, the resigning Trustee may petition the appropriate
court having jurisdiction to appoint a successor Trustee. Any
resignation or removal of Trustee and appointment of a
successor Trustee shall become effective upon acceptance of
appointment by the successor Trustee.
502. Compensation of Trustee. City shall from time to
time, on demand, pay or cause to be paid to Trustee reasonable
compensation for its services and shall reimburse Trustee for
all its advances and expenditures, including but not limited to
advances to and fees and expenses of independent appraisers,
accountants, consultants, counsel, agents and attorneys -at -law
or other experts employed by it in the exercise and performance
of its powers and duties hereunder.
The City agrees, to the extent permitted by law, to
indemnify the Trustee and its officers, directors, employees,
attorneys and agents for, and to hold it harmless against, any
loss, liability or expense, including attorneysfees, incurred
without negligence or willful misconduct on Trustee's part
arising out of or in connection with the acceptance or
administration of the trusts imposed hereby, including
performance of its duties hereunder, including the costs and
expenses of defending itself against any claims or liability in
connection with the exercise or performance of any of its
powers or duties hereunder.
503. Protection to Trustee. The Trustee shall be
-protected and shall incur no liability in acting or proceeding
in good faith upon any resolution, notice, telegram, request,
consent, waiver, certificate, statement, affidavit, voucher,
bond, requisition or other paper or document which it shall in
good faith believe to be genuine and to have been passed or
signed by the proper board or person or to have been prepared
and furnished pursuant to any of the provisions of this Trust
Agreement, and Trustee shall be under no duty to make any
investigation or inquiry as to any statements contained or
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matters referred to in any such instrument, but may accept and
rely upon the same as conclusive evidence of the truth and
accuracy of such statements. The Trustee shall not be bound to
recognize any person as an Owner of any Certificate or to take
any action at his request unless such Certificate shall be
deposited with Trustee or satisfactory evidence of the
ownership of such Certificate shall be furnished to Trustee.
The Trustee may consult with counsel with regard to legal
questions and the opinion of such counsel shall be full and
complete authorization and protection in respect to any action
taken or suffered by Trustee hereunder in good faith in
accordance therewith.
Whenever in the administration of its duties under this
Trust Agreement, Trustee shall deem it necessary or desirable
that a matter be proved or established prior to taking or
suffering any action hereunder, such matter (unless other
evidence in respect thereof be herein specifically prescribed)
shall be deemed to be conclusively proved and established by
the certificate of an Authorized Officer of City or Agency and
such certificate shall be full warranty to Trustee for any
action taken or suffered under the provisions of this Trust
Agreement upon the faith thereof, but in its discretion Trustee
may, in lieu thereof, accept other evidence of such matter or
may require such additional evidence as to it may seem
reasonable. The Trustee shall not be liable for any error in
judgment made in good faith by a responsible officer of
Trustee, unless it shall be proved that such responsible
officer was negligent in ascertaining pertinent facts.
The Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance
with the direction of the Owners of not less than a majority in
aggregate principal amount of the Certificates at the time
Outstanding relating to the time, method and place of
conducting any proceeding for any remedy available to Trustee
or exercising any right or remedy conferred upon Trustee under
this Trust Agreement.
The Trustee may buy, sell, own, hold and deal in any of the
Certificates provided pursuant to this Trust Agreement, and may
join in any action which any Owner may be entitled to take with
like effect as if Trustee were not a party to this Trust
Agreement. The Trustee, either as principal or agent, may also
engage in or be interested in any financial or other
transaction with City or Agency, and may act as depository,
trustee, or agent for any committee or body of Owners of
Certificates or other obligations of City as freely as if it
were not Trustee hereunder.
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The Trustee may execute any of the trusts, powers, rights
or remedies granted to it herein and perform the duties
required of it hereunder by or through attorneys, agents, or
receivers, and shall be entitled to advice of counsel
concerning all matters of trust and its duty hereunder, and
Trustee shall not be answerable for the default or misconduct
of any such attorney, agent, or receiver selected by it with
reasonable care. The Trustee shall not be answerable for the
exercise of any discretion or power under this Trust Agreement
or for anything whatever in connection with the funds and
accounts established hereunder, except only for its own willful
misconduct, gross negligence or negligence.
504. Paying Agents. The Trustee is hereby appointed as
the paying agent for the Certificates. The City may appoint
additional paying agents. Each such additional paying agent
shall be a bank or trust company having a combined capital
(exclusive of borrowed capital) and surplus of at least Fifty
Million Dollars ($50,000,000) and subject to supervision or
examination by federal or state authority. If such bank or
trust company publishes a report of condition at least
annually, pursuant to law or to the requirements of any
supervising or examining authority above referred to, then for
the purposes of this Section the combined capital and surplus
of such bank or trust company shall be deemed to be its
combined capital and surplus as set forth in its most recent
report of conditions so published.
505. Merger or Consolidation. Any company into which
Trustee may be merged or converted or with which it may be
consolidated or any company resulting from any merger,
conversion or consolidation to which it is a party or any
company to which Trustee may sell or transfer all or
substantially all of its corporate trust business, provided
that such company shall be eligible under Section 501 hereof,
shall be the successor to Trustee without the execution or
filing of any paper or further act, anything to the contrary
herein notwithstanding.
ARTICLE VI
CERTIFICATES; TERMS AND PROVISIONS
601. Preparation of Certificates. The Trustee is hereby
authorized and directed upon written request from City to
execute and deliver to Westhoff -Martin & Associates,
Certificates in an aggregate principal amount
of Dollars
($ evidencing the Installment Purchase Payments to
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be paid by City under the Installment Purchase Agreement
Proceeds from the sale of the Certificates ($
shall be deposited by Trustee into the following funds and
accounts in the following amounts: (a) $ shall be
deposited into the Project Fund; and (b) $ shall be
deposited into the Installment Purchase Payment Fund.
602. Form; Denominations; Medium of Payment. The
Certificates shall be in the form of fully registered
Certificates without coupons in the denomination of $5,000 each
or any whole multiple thereof (which Certificates shall be
substantially in the forms set forth in Exhibit "E" hereto
attached and by this reference herein incorporated). The
Certificates shall be initially registered in the name of "Cede
& Co.", as nominee of The Depository Trust Company, New York,
New York, and shall be evidenced by one Certificate for each of
the maturities in the principal amounts set forth above, and
The Depository Trust Company, New York, New York, is hereby
appointed depository for the Certificates, and registered
ownership may not thereafter be transferred except as set forth
in Section 619. The interest and principal and prepayment
premiums, if any, evidenced and represented by the Certificates
shall be payable in lawful money of the United States of
America, which at the time of payment is legal tender for the
payment of public and private debts, at the office of the
Trustee in Panorama City, California, except that amounts
representing interest are payable by check of Trustee mailed by
first class mail to the registered Owner whose name appears on
the Certificate Register on the Record Date or upon request in
writing made before the Record Date preceding the interest
payment date by the owner of $1,000,000 or more of the
Certificates shall be made on the Interest Payment Date by wire
transfer in immediately available fund to an account designated
by such Owner. Amounts representing principal are payable upon
surrender of this Certificate to the Trustee at its office in
Panorama City, California.
603. Date of Certificates. Fully registered Certificates
shall have a dated date as of March 1, 1993. Interest with
respect to fully registered Certificates shall be payable from
the preceding Payment Date unless such Certificate was executed
-after a Record Date and on or before the next Payment Date, in
which event, interest shall be payable from such Payment Date
or such Certificate was dated on or prior to September 15, 1993
in which event interest shall be payable from March 1, 1993,
provided, however, that if at the time of delivery of any
Certificate, interest with respect thereto is in default, such
interest shall be payable from the Payment Date to which
interest has been previously paid or made available for payment.
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604. Payment of Principal and Interest with Respect to
Certificates.
(a) The Certificates shall be payable from the
principal component of Installment Purchase Payments on March 1
in each of the years and in the amounts as follows:
Due Principal Interest
March 1 Amount Rate
1995
1996
1997
1998
7C1C1Q
2000
2001
2002
2003
2004
2005
2006
2007
2008
2013
2023
The Certificates due on March 1, 2013 and on March 1, 2023
are sometimes referred to as the "Term Certificates".
(b) Interest with respect to the Certificates shall be
payable on September 1, 1993, and semiannually thereafter on
March 1 and September 1 of each year to and including the date
of maturity or redemption, whichever is earlier. Said interest
shall represent the portion of Installment Purchase Payments
designated as interest computed at the rates set forth above.
Interest shall be computed on the basis of a 360 day year
comprised of twelve thirty day months.
605. Legends. The Certificates may contain or have
endorsed thereon such provisions, specifications and
-descriptive words not inconsistent with the provisions of this
Trust Agreement as may be necessary or desirable to comply with
custom, or otherwise, as may be determined by City prior to the
delivery thereof.
606. Execution. The Certificates shall be executed in the
name of, and by, Trustee, as trustee under this Trust
Adreement, by the manual signature of an authorized signatory
of Trustee.
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607. Negotiability, Transfer and Registry. All the
Certificates issued pursuant to this Trust Agreement shall be
negotiable as provided by law subject to the provisions for
registration and transfer contained in this Article and in the
Certificates.
608. Transfer and Exchange of Certificates.
(a) Registration or Transfer of Fully Registered
Certificates. The registration of any fully registered
Certificate may, in accordance with its terms, be transferred
upon the books reguired to be kept pursuant to the provisions
of Section 611 by the person in whose name it is registered, in
person or by his duly authorized attorney, upon surrender of
such fully registered Certificate for cancellation, endorsed or
accompanied by delivery of a written instrument of transfer in
a form approved by Trustee, duly executed by the registered
Owner or his duly authorized attorney.
Whenever any fully registered Certificate or
Certificates shall be surrendered for transfer, Trustee shall
execute and deliver a new fully registered Certificate or
Certificates.
The Trustee shall deem and treat the person in whose
name any Outstanding fully registered Certificate shall be
registered upon the Certificate Register as the absolute owner
of such Certificate, whether such Certificate shall be overdue
or not, for the purpose of receiving payment of, or on account
of, the principal and interest payments with respect to such
Certificate for all other purposes, and in such payments so
made to any such registered owner or upon his order shall be
valid and effectual to satisfy and discharge the liability upon
such Certificate to the extent of the sum or sums so paid, and
neither City nor Trustee shall be affected by any notice to the
contrary. City agrees to indemnify and save Trustee harmless
from and against any and all loss, cost, charge, expense,
judgment or liability incurred by it, acting in good faith and
without gross negligence hereunder, in so treating such
registered owner.
(b) Exchange of Certificates. Fully registered
Certificates may be exchanged at the office of the Trustee, in
Panorama City, California, for a like aggregate principal
amount of fully registered Certificates of other authorized
denominations of the same maturity. All fully registered
Certificates surrendered in such exchanges or transfers shall
upon written instruction of the Agency be destroyed and a
certificate of destruction shall be delivered to Agency.
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(c) The Trustee shall not be required to register the
transfer or exchange of any Certificate (i) within 15 days
prior to selection of Certificates for redemption or (ii)
selected for redemption.
609. Certificates Mutilated, Lost, Destroyed or
Stolen. If any Certificate shall become mutilated, Trustee, at
the expense of the Owner of said Certificate, may validate or
shall execute and deliver a new Certificate of like tenor,
maturity and principal amount in exchange and substitution for
the Certificate so mutilated, but only upon surrender to
Trustee of the Certificate so mutilated. Every mutilated
Certificate so surrendered to Trustee shall be cancelled and
upon written instruction of the Agency destroyed by Trustee and
a Certificate of destruction shall be delivered to Acrency. If
any Certificate shall be lost, destroyed or stolen, evidence of
such loss, destruction or theft may be submitted to Trustee,
and, if such evidence is satisfactory to Trustee and, if an
indemnity satisfactory to the Trustee shall be given, Trustee,
at the expense of the Certificate Owner, shall execute and
deliver a new Certificate of like tenor and maturity and
numbered as Trustee shall determine in lieu of and in
substitution for the Certificate so lost, destroyed or stolen.
The Trustee may require payment of an appropriate fee for each
new Certificate delivered under this Section 609 and of the
expenses which may be incurred by Trustee in carrying out the
duties under this Section 609. Any Certificate issued under
the provisions of this Section 609 in lieu of any Certificate
alleged to be lost, destroyed or stolen shall be equally and
proportionately entitled to the benefits of this agreement with
all other Certificates secured by this Trust Agreement. The
Trustee shall not be required to treat both the original
Certificate and any replacement Certificate as being
outstanding for the purpose of determining the principal amount
of Certificates which may be executed and delivered hereunder
or for the purpose of determining any percentage of
Certificates outstanding hereunder, but both the original and
replacement Certificate shall be treated as one and the same.
Notwithstanding any other provision of this Section 609, in
lieu of delivering a new Certificate which has been mutilated,
lOst, destroyed or stolen, and which has matured or is about to
mature, or is about to mature, Trustee may make payment with
respect to such Certificate.
610. Execution of Documents and Proof of Ownership. Any
request, direction, consent, revocation of consent, or other
instrument in writing required or permitted by this Agreement
to be signed or executed by Certificate Owners may be in any
number of concurrent instruments of similar tenor, and may be
signed or executed by such Certificate Owners in person or by
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their attorneys or agents appointed by an instrument in writing
for that purpose. Proof of the execution of any such
instrument, or of any instrument appointing any such attorney
or agent, and of the ownership of Certificates shall be
sufficient for any purpose of this Agreement (except as
otherwise herein provided), if made in the following manner:
(a) The fact and date of the execution by any
Certificate Owner or his attorney or agent of any such
instrument and of any instrument appointing any such attorney
or agent, may be proved by a certificate, which need not be
acknowledged or verified, of an officer of any bank or trust
company located within the United States of America, or of any
notary public, or other officer authorized to take
acknowledgments of deeds to be recorded in such jurisdictions
that the persons signing such instruments acknowledged before
him the execution thereof. Where any such instruments is
executed by an officer of a corporation or association or a
member of a partnership on behalf of such corporation,
association or partnership, such certificate shall also
constitute sufficient proof of his authority.
(b) The fact of the ownership of Certificates by any
Certificate Owner and the amount, the principal Payment Date
and the numbers of such Certificates and the date of his
ownership of the same shall be proved by the Certificate
Register held by Trustee under the provisions of this Agreement.
Nothing contained in this Article shall be construed as
limiting Trustee to such proof, it being intended that Trustee
may accept any other evidence of the matters herein stated
which may seem sufficient. Any reguest or consent of the Owner
of any Certificate shall bind every future Owner of the same
Certificate in respect of anything done or suffered to be done
by City or Trustee in pursuance of such request or consent.
611. Certificate Register. The Trustee shall keep or
cause to be kept at its office in Panorama City, California a
Certificate Register for the registration and registration of
transfer of the Certificates, which shall at all times during
regular business hours and upon reasonable prior notice be open
to inspection by City; and, upon presentation for such purpose,
Trustee shall, under such reasonable regulations as it may
prescribe, register or cause to be registered, on the
Certificate Register, Certificates and transfer thereof as
hereinbefore provided.
612. Temporary Certificates. Pending preparation of the
definitive Certificates, any Certificates delivered under this
Trust Agreement may be initially delivered in temporary form
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exchangeable for definitive Certificates when ready for
delivery. The temporary Certificates may be printed,
lithographed or typewritten, shall be of such denominations as
may be determined by City, shall be without coupons and may
contain such reference to any of the provisions of this Trust
Agreement as may be appropriate. Every temporary Certificate
shall be executed by Trustee and be delivered by Trustee upon
the same conditions and in substantially the same manner as
definitive Certificates. If Trustee delivers temporary
Certificates, it shall execute and furnish definitive
Certificates without delay and, thereupon, the temporary
Certificates shall be surrendered for cancellation at the
office of Trustee in Panorama City, California, and Trustee
shall deliver in exchange for such temporary Certificates an
equal aggregate principal amount of definitive Certificates of
authorized denominations and of the same maturity and interest
rate or rates. Until so exchanged, the temporary Certificates
shall be entitled to the same benefits under this Trust
Agreement as definitive Certificates delivered pursuant hereto.
613. Place of Payment. The principal of the fully
registered Certificates shall be payable at the Principal
Corporate Trust Office of the Trustee in Panorama City,
California. Interest with respect to fully registered
Certificates shall be payable by check of Trustee mailed on the
Payment Date by first class mail to the Owner as of the Record
Date at the address shown on the Certificate Register.
614. Redemptio
(a) The Certificates are subject to mandatory
redemption in whole, on any Payment Date, without premium, at
the principal amount thereof, together with accrued interest to
the date fixed for redemption, from moneys resulting from the
acceleration of the installment Purchase Payments in the event
of a default under the Installment Purchase Agreement.
(b) The Certificates are further subject to mandatory
redemption in whole or in part, and if in part the City shall
determine which Certificates are to be redeemed on any Payment
Date, without premium, at the principal amount thereof,
-together with accrued interest to the date fixed for redemption
from the Net Proceeds of insurance or condemnation deposited in
the Installment Purchase Payment Fund as a prepayment of
Installment Purchase Payments as provided in Sections 406 and
407 of the Installment Purchase Agreement.
(c) The Certificates are further subject to optional
redemption in whole or in part,and if in part the City shall
determine which Certificates are to be redeemed on any Payment
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Date, without premium, at the principal amount thereof,
together with accrued interest to the date fixed for redemption
from excess money in the Project Fund deposited in the
Redemption Fund as provided in Section 401 hereof.
(d) The Certificates maturing on or after March 1,
2001 are subject to redemption in whole, or in part in inverse
order of maturity, and if less than all of a maturity is
redeemed then by lot within each maturity, on any March 1 or
September 1, on or after March 1, 2000, at the principal amount
(but not less than $5,000) with respect thereto, together with
the premium set forth below (expressed as a percentage of the
total amount redeemed), and accrued interest to the date fixed
for redemption from the proceeds of prepayments of Installment
Payments made by City pursuant to the Installment Purchase
Agreement:
Prepayment Dates
March 1, 2000 and September 1, 2000
March 1, 2001 and September 1, 2001
March 1, 2002 and thereafter
Premium
102%
101%
100%
The money for the redemption of the Certificates shall be
deposited with Trustee as provided in Section 312 of the
Installment Purchase Agreement.
(e) The Certificates maturing on March 1, 2013, are
subject to mandatory sinking fund redemption prior to maturity
by lot from Installment Purchase Payments in the amounts and on
the dates set forth below at a redemption price equal to the
principal amount thereof, without premium, plus accrued
interest to the date of redemption:
Certificates Maturing March 1, 2013
Redemption Date (March 1) Principal Amount
2009
2010
2011
2012
2013
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The Certificates maturing on March 1, 2023, are subject to
mandatory sinking fund redemption prior to maturity by lot from
Installment Purchase Payments in the amounts and on the dates
set forth below at a redemption price equal to the principal
amount thereof, without premium, plus accrued interest to the
date of redemption:
Certificates Maturing March 1, 2023
Redemption Date (March 1) Principal Amount
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
(f) Upon redemption pursuant to this Section, City
shall provide Trustee with a revised schedule of Installment
Payments which schedule shall take into account such redemption
and shall be and become for all purposes thereafter Exhibit "C"
to the Installment Purchase Agreement. Such revised schedule
of Installment Payments shall provide for Installment Payments
in an amount sufficient to pay principal of and interest on all
Outstanding Certificates as the same become due and payable.
615. Redemption Fund. Moneys to be used for redemption
pursuant to Section 614 hereof shall be transferred by Trustee
from the Installment Purchase Payment Fund and deposited in a
Redemption Fund, which is hereby created and which shall be a
special fund to be held by Trustee, separate and apart from all
other funds. Said moneys shall be set aside in the Redemption
Fund solely for the purpose of redeeming the Certificates in
advance of their maturity and shall be applied on or after the
Payment Date designated pursuant to Section 614 hereof to the
payment of principal with respect to the Certificates to be
-redeemed upon presentation and surrender of such Certificates.
Interest due on the Certificates to be redeemed shall be paid
from money in the Installment Purchase Payment Fund.
616. Notice of Redemption. When redemption is authorized
by Agency or required pursuant to Section 614 hereof, Trustee
shall give notice, at the expense of City, of the redemption of
the Certificates; provided, however, except for notice of a
redemption pursuant to Section 6.14(e) or notice from the
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proceeds of obligations issued to refund such Certificates, no
such notice shall be given unless sufficient funds have been
deposited with the Trustee to pay the redemption price of the
Certificates to be redeemed. Such notice shall specify: (a)
that the Certificates or a designated portion thereof (in the
case of redemption of a Certificate in part but not in whole)
are to be redeemed, (b) the date of redemption, (c) the place
or places where the redemption will be made, (d) the redemption
price, such price being the principal amount redeemed plus
accrued interest to the date of redemption with premium, if
any, (e) the date of issue of the Certificates as originally
issued; (f) state that the redemption of the Certificate is
subject to there being on deposit with the Trustee on the date
of redemption, moneys sufficient to redeem the portion of the
Certificates as set forth in the notice; and (g) the rate of
interest borne by each Certificate being redeemed. Such notice
shall further state that on the specified date there shall
become due and payable upon each Certificate, the principal and
premium, if any, toaether with interest accrued to said date,
and that from and after such date interest with respect thereto
shall cease to accrue and be payable.
A notice of such redemption shall be mailed to the
respective Owners of any Certificates designated for redemption
at their addresses appearing on the Certificate registration
books, at least thirty days but not more than sixty days prior
to the redemption date, which notice shall, in addition to
setting forth the above information, set forth, in the case of
each Certificate called only in part, the portion of the
principal thereof which is to be redeemed; provided that
neither failure to mail such notice nor any defect in any
notice so mailed shall affect the sufficiency of the
proceedings for the redemption of such Certificates. The
Trustee shall not be required to transfer or exchange any
Certificate designated for redemption after giving notice of
redemption.
In addition to the foregoing notice, further notice shall
be given by Trustee as set out below, but no defect in said
further notice nor any failure to give all or any portion of
such further notice shall in any manner defeat the
effectiveness of a call for redemption if notice thereof is
given as above prescribed.
Each further notice of redemption shall be sent at least
one (1) day prior to the notice pursuant to the first paragraph
of this Section 616 by facsimile or by registered or certified
mail or overnight delivery service to the three (3) registered
securities depositories listed below and to any other
registered securities depositories then in the business of
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holding substantial amounts of obligations of types comprising
the Certificates as shall be designated by City to Trustee and
by first class mail to the national information services listed
below that disseminate notice of redemption of obligations on
the Certificates.
Registered Securities Depositories
The Depository Trust Company
711 Stewart Avenue
Garden City, New York 11530
Attention: Diana Difiglia
Telecopy: (516) 227-4039 or 4190
Midwest Securities Trust Company
Capital Structures -Call Notification
440 South LaSalle Street
Chicago, Illinois 60605
Telecopy: (312) 63-2343
Philadelphia Depository Trust Company
Reorganization Division
1900 Market Street
Philadelphia, Pennsylvania 19103
Attention: Bond Department
Telecopy: (215) 496-5058
National Information Services
Financial Information, Inc.'s Financial Daily Called
Bond Service
30 Montgomery Street, 10th Floor
Jersey City, New Jersey 07302
Attention: Editor
Interactive Data Corporation's Bond Service
22 Cortland Street, 32nd Floor
New York, New York 10007
Kenny Information Service's Called Bond Service
65 Broadway, 16th Floor
New York, New York 10004
Moody's Municipal and Government
99 Church Street, eth Floor
New York, New York 10007
Attention: Municipal News Report
Standard and Poor's Called Bond Record
25 Broadway, 3rd Floor
New York, New York 10004
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Upon the payment of the redemption price of any
Certificates being redeemed, each check or other transfer of
funds issued for such purpose shall bear the CUSIP number
identifying, by issue and maturity, the Certificates being
redeemed with the proceeds of such check or other transfer.
617. Partial Redemption of Certificates. Upon surrender
of any fully registered Certificate redeemed in part only,
Trustee shall execute and deliver to the registered Owner
thereof, at the expense of City a new Certificate or
Certificates of authorized denominations equal in aggregate
principal amount to the unredeemed portion of the Certificate
surrendered and of the same interest rate and the same
maturity. Such partial redemption shall be valid upon payment
of the amount thereby required to be paid to such registered
Owner, and City, Agency and Trustee shall be released and
discharged from all liability to the extent of such payment.
618. Effect of Notice of Redemption. Notice having been
given as aforesaid, and the moneys for the redemption
(including the interest to the applicable date of redemption),
having been set aside in the Redemption Fund, the Certificates
shall become due and payable on said date of redemption, and,
upon presentation and surrender thereof at the office or
offices specified in said notice, said Certificates shall be
paid at the unpaid principal amount with respect thereto plus
the premium, if any, plus interest accrued and unpaid to said
date of redemption. Any such interest payment shall be mailed
or wired to the Certificate Owners as provided for hereunder.
If, on said date of redemption, moneys for the redemption
of all the Certificates to be redeemed, together with interest
to said date of redemption, shall be held by Trustee so as to
be available therefor on such date of redemption, and, if
notice of redemption thereof shall have been given as
aforesaid, then, from and after said date of redemption,
interest with respect to the Certificates shall cease to accrue
and become payable. All moneys held by or on behalf of Trustee
for the redemption of Certificates shall be held in trust for
the account of the Owners of the Certificates so to be redeemed.
619. Book Entry.
(a) The Certificates shall be initially registered as
Provided in Section 602. Registered ownership of the
Certificates, or any portion thereof, may not thereafter be
transferred except:
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(i) To any successor of Cede & Co., as nominee
of Depository Trust Company, or its nominee, or to any
substitute depository designated pursuant to clause (ii) of
this section (a "substitute depository"); provided, that any
successor of Cede & Co., as nominee of The Depository Trust
Company or a substitute depository, shall be qualified under
any applicable laws to provide the services proposed to be
provided by it;
(ii) To any substitute depository upon (1) the
resignation of The Depository Trust Company or its successor
(or any substitute depository or its successor) from its
functions as depository, or (2) a determination by the City to
substitute another depository for The Depository Trust Company
(or its successor) because The Depository Trust Company or its
successor (or any substitute depository or its successor) is no
longer able to carry out its functions as depository; provided,
that any such substitute depository shall be qualified under
any applicable laws to provide the services proposed to be
provided by it; or
(iii) To any person as provided below, upon (1)
the resignation of The Depository Trust Company or its
successor (or substitute depository or its successor) from its
functions as depository, or (2) a determination by the City to
remove The Depository Trust Company or its successor (or any
substitute depository or its successor) from its functions as
depository.
(b) In the case of any transfer pursuant to clause
(i) or clause (ii) of subsection (a) hereof, upon receipt of
the outstanding Certificates by the Paying Agent, together with
a Request of the City to the Paying Agent, a new certificate
for each maturity shall be executed and delivered in the
aggregate principal amount of the Certificates then
outstanding, registered in the name of such successor or such
substitute depository, or their nominees, as the case may be,
all as specified in such Request of the City.
(c) In the case of any transfer pursuant to clause
(iii) of subsection (a) hereof, upon receipt of the Outstanding
Certificates by the Paying Agent, together with a Request of
the City to the Paying Agent, new Certificates shall be
executed and delivered in such denominations numbered in the
manner determined by the Paying Agent and registered in the
names of such persons as are requested in such a Request of the
City; provided, the Paying Agent shall not be required to
deliver such new Certificates within a period less than sixty
(60) days from the date of receipt of such a Request of the
City. After any transfer pursuant to this subsection, the
Certificates shall be transferred pursuant to Section 608.
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(d) The City and the Paying Agent shall be entitled
to treat the person in whose name any bond is registered as the
owner thereof for all purposes of the Trust Agreement and any
applicable laws, notwithstanding any notice to the contrary
received by the Paying Agent or the City; and the City and the
Paying Agent shall have no responsibility for transmitting
payments to, communication with, notifying, or otherwise
dealing with any beneficial owners of the Certificates, and
neither the City nor the Paying Agent will have any
responsibility or obligations, legal or otherwise, to the
beneficial owners or to any other party, including The
Depository Trust Company or its successor (or substitute
depository or its successor), except for the owner of any
Certificates.
(e) So long as the outstanding Certificates are
registered in the name of Cede & Co. or its registered assigns,
the City and the Paying Agent shall cooperate with Cede & Co.,
as sole registered owner, or its registered assigns in
effecting payment of the principal of and interest on the
Certificates by arranging for payment in such manner that funds
for such payments are properly identified and are made
immediately available on the date they are due.
ARTICLE VII
COVENANTS; LIMITATION OF LIABILITY
701. City to Perform Agreement. City covenants and agrees
with the Owners of the Certificates to perform all obligations
and duties imposed on it under the Installment Purchase
Agreement to the extent so imposed.
702. Agency to Perform Agreement. Agency covenants and
agrees with the Owners of the Certificates, to perform all
obligations and duties imposed on it under the Installment
Purchase Agreement and pledges all of its rights under the
Installment Purchase Agreement to Trustee for the benefit of
the Owners of the Certificates, subject to the rights of City
therein as provided in this Trust Agreement and the Installment
-Purchase Agreement.
703. Further Assurances. Agency and City shall make,
execute and deliver any and all such further resolutions,
instruments and assurances as may be reasonably necessary to
carry out the intent of, or to facilitate the performance of,
this Trust Agreement and for the better assuring and confirming
unto the Owners of the Certificates the rights and benefits
provided hereunder.
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704. No Obligation by City to Owners. Except for the
payment of Installment Purchase Payments when due in accordance
with the Installment Purchase Agreement and the payment of
other amounts owed under the Installment Purchase Agreement or
hereunder and the performance of the other covenants and
agreements of City contained in the Installment Purchase
Agreement and this Trust Agreement, City shall have no
obligation or liability to any of the other parties or to the
Owners of the Certificates with respect to this Trust Agreement
or the terms, execution, delivery or transfer of the
Certificates, or the distribution of Installment Purchase
Payments to the Owners by Trustee.
705. No Obligation to Performance by Trustee. Neither
City nor Agency shall have any obligation or liability to any
of the other parties or to the Owners of the Certificates with
respect to the performance by Trustee of any duty imposed upon
it under this Trust Agreement.
706. No Liability to Owners for Payment. Except as
provided in this Trust Agreement or the Installment Purchase
Agreement, neither Agency nor Trustee shall have any obligation
or liability to the Owners of the Certificates with respect to
the payment of the Installment Purchase Payments by City when
due, or with respect to the performance by City of any other
covenants made by it in the Installment Purchase Agreement.
707. Limited Liability of Trustee. The Trustee shall have
no obligation or responsibility for providing information to
the Owners concerning the investment character of the
Certificates, for the sufficiency or collection of any
Installment Purchase Payments or other moneys required to be
paid to it under the Installment Purchase Agreement, or for the
actions or representations of any other party to this Trust
Agreement. The Trustee shall have no obligation or liability
to any of the other parties or the Owners of the Certificates
with respect to this Trust Agreement or the failure or refusal
of any other party to perform any covenant or agreement made by
any of them under this Trust Agreement or the Installment
Purchase Agreement, but shall be responsible solely for the
performance of the duties expressly imposed upon it hereunder
-and under the Installment Purchase Agreement, pursuant to the
Assignment Agreement. The recitals of facts, covenants and
agreements contained herein and in the Certificate shall be
taken as statements, covenants and agreements of City or Agency
(as the case may be), and Trustee assumes no responsibility for
the correctness of the same, or makes any representations as to
the validity or sufficiency of this Trust Agreement, the
Installment Purchase Agreement, or of the Certificates, or
shall incur any responsibility in respect thereof, other than
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in connection with the duties or obligations herein assigned to
or imposed upon it. The Trustee shall not be liable in
connection with the performance of its duties hereunder, except
for its own negligence or wilful default.
The recitals, statements and representations by City
contained in this Trust Agreement or in the Certificates shall
be taken and construed as made by and on the part of City, and
not by Trustee and Trustee does not assume, and shall not have,
any responsibility or obligation for the correctness of any
thereof.
The Trustee undertakes to perform such duties and only such
duties as are specifically set forth in this Trust Agreement
and no implied duties or obligations shall be read into this
Trust Agreement and the Installment Purchase Agreement against
Trustee.
No provision in this Trust Agreement shall require Trustee
to risk or expend its own funds or otherwise incur any
financial liability in the performance of any of its duties
hereunder if it shall have reasonable grounds for believing
that repayment of such funds or adequate indemnity against such
risk or liability is not assured to it.
In accepting the trust hereby created, Trustee acts solely
as Trustee for the Owners and not in its individual capacity
and all persons, including without limitation the Owners and
City having any claim against Trustee arising from the Trust
Agreement shall look only to the funds and accounts held by
Trustee hereunder for payment except as otherwise provided
herein. Under no circumstances shall Trustee be liable in its
individual capacity for the obligations evidenced by the
Certificates.
The Trustee makes no representation or warranty, express or
implied as to the title, value, design, compliance with
specifications or legal requirements, duality, durability,
operation, condition, merchantability or fitness for any
particular purpose or fitness for the use contemplated by City
of the Project. In no event shall Trustee be liable for
-incidental, indirect, special or consequential damages in
connection with or arising from the Installment Purchase
Agreement or Trust Agreement for the existence, furnishing or
use of the Project.
The Trustee shall not be deemed to have knowledge of any
Event of Default hereunder or under the Installment Purchase
Agreement unless and until it shall have actual knowledge
thereof.
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The Trustee shall not be accountable for the use or
application by City or any other party of any funds which
Trustee has released under this Trust Agreement.
708. Trustee May Require Opinion of Counsel. Before being
required to take any action Trustee may require an opinion of
counsel acceptable to Trustee, which counsel may be counsel to
any of the parties hereto, or a verified certificate of an
Authorized Officer of any party hereto, or both, concerning the
proposed action. If it does so in good faith, Trustee shall be
absolutely protected in relying thereon.
709. Indemnification to Trustee. The City hereby agrees
to indemnify Trustee, its officers, directors, agents and
employees and to hold it and them harmless against any loss,
liability, expenses or advances, including but not limited to
fees and expenses of counsel and other experts, incurred or
made without gross negligence or willful] misconduct on the
part of Trustee, (i) in the exercise and performance of, or in
failing to exercise, any of the powers and duties hereunder by
Trustee, (ii) relating to or arising out of the Project, or the
conditions, occupancy, use, possession, conduct or management
of, or work done in or about, or from the planning, design,
acquisition, installation or construction of the Project or any
part thereof, or (ii) arising out of or relating to any untrue
statement or alleged untrue statement of any material fact or
omission or alleged omission to state a material fact necessary
to make the statements made, in light of the circumstances
under which they were made, not misleading in any official
statement or other offering circular utilized in connection
with the sale of the Certificates, including the costs and
expenses of defending itself against any claim of liability
arising under this Trust Agreement. Such indemnification shall
survive termination of this Trust Agreement and discharge of
the Certificates.
710. Tax Covenants. Notwithstanding any other provision of
this Trust Agreement, absent an opinion of Special Counsel that
the exclusion from gross income of the interest component of
the Installment Payments will not be adversely affected for
federal income tax purposes, the City covenants to comply with
all applicable reauirements of the Code necessary to preserve
such exclusion from gross income and specifically covenants,
without limiting the generality of the foregoing, as follows:
(a) Private Activity. The City will not take or omit
to take any action or make any use of the proceeds of the
Certificates or of any other monies or property which would
cause the obligation represented by the Certificates to be a
"private activity bond" within the meaning of Section 141 of
the Code;
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(b) Arbitrage. The City will make no use of the
proceeds of the Certificates or of any other amounts or
property, regardless of the source, or take or omit to take any
action which would cause the obligation represented by the
Certificates to be an "arbitrage bond" within the meaning of
Section 148 of the Code;
(c) Federal Guarantee. The City will make no use of
the proceeds of the Certificates or take or omit to take any
action that would cause the obligation represented by the
Certificates to be "federally guaranteed" within the meaning of
Section 149(b) of the Code;
(d) Information Reporting. The City will take or
cause to be taken all necessary action to comply with the
informational reporting requirement of Section 149(e) of the
Code; and
(e) Miscellaneous. The City will take no action
inconsistent with its expectations stated in the Tax
Certificate and will comply with the covenants and requirements
stated therein and incorporated by reference herein.
711. Rebate Provisions.
(a) With respect to the execution and delivery of the
Certificates, the Trustee shall establish a special fund with
respect to the Certificates designated as the "Series 1993A
Rebate Fund" (the "Rebate Fund"). Within the Rebate Fund, the
Trustee shall establish a Rebate Account (the "Rebate Account")
and the City shall instruct the Trustee to comply with the
requirements of Subsection (1) below. If the City has elected
in the Tax Certificate to pay a penalty in lieu of rebate with
respect to the Certificates, pursuant to Section
148(f)(4)(C)(vii) of the Code (the "1 1/2% Penalty"), within
the Rebate Fund, the Trustee shall establish an Alternative
Penalty Account (the "Alternative Penalty Account") and the
City shall instruct the Trustee to comply with the requirements
of Subsection (2) below. All money at any time deposited in
the Rebate Fund shall be held by the Trustee in trust, for
payment to the United States Treasury. All amounts on deposit
in the Rebate Fund shall be governed by this Section 711 and
the Tax Certificate, unless the City obtains an opinion of Bond
Counsel that the exclusion from gross income of the interest
component of the obligation represented by the Certificates
will not be adversely affected for federal income tax purposes
if such requirements are not satisfied.
(1) Rebate Accounts. The following requirements shall be
satisfied with respect to the Rebate Account:
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(i) Annual Computation. Within
each applicable Certificate Year, t
or cause to be calculated the amoun
arbitrage, in accordance with Sectio
of the end of
hall calculate
atabE
of the Code
aa 'on 1.148-2T of the Rebate Regulations (taking into
account any applicable exceptions with respect to the
computation of the rebatable arbitrage, described, if
applicable, in the Tax Certificate (e.g., the temporary
investments exceptions of Section 148(f)(4)(E) and (C) of
the Code), and taking into account whether the 1 1/2%
Penalty has been elected), for this purpose treating the
last day of the Certificate Year as a computation date,
within the meaning of Section 1.148-8T(b) of the Rebate
Regulations (the "Rebatable Arbitrage"). The City shall
obta. P as to the amount of the Rebatable
Arbitrage to comply with this Section.
(ii) Annual Transfer. Within 55 days of the end of each
applicable Certificate Year, the City shall instruct the
Trustee in writing to deposit an amount in the Rebate
Account from any legally available funds, including the
Reserve Fund, if and to the extent required, so that the
balance in the Rebate Account shall equal the amount of
Rebatable Arbitrage so calculated in accordance with (i) of
this Subsection (a)(1). In the event that immediately
following the transfer required by the previous sentence,
the amount then on deposit to the credit of the Rebate
Account exceeds the amount required to be on deposit
therein, the City may instruct the Trustee to withdraw the
excess from the Rebate Account and then credit the excess
to the Certificate Fund.
(iii) Payment to the Treasury. With respect to the
Rebate Account, the City shall instruct the Trustee to pay
to the United States Treasury, out of amounts in the Rebate
Account,
(X) Not later than 60 days after the end of
(A) the applicable fifth Certificate Year, and (B) each
applicable fifth Certificate Year thereafter, an amount
equal to at least 90% of the Rebatable Arbitrage calculated
as of the end of such Certificate Year; and
(Y) Not later than 60 days after the payment
of all of the applicable issue of obligations, an amount
equal to 100% of the Rebatable Arbitrage calculated as of
the end of such Certificate Year, and any income
attributable to the Rebatable Arbitrage, computed in
accordance with Section 148(f) of the Code.
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In the event that, prior to the time of any
payment required to be made from the Rebate Account, the
amount in the Rebate Account is not sufficient to make such
payment when such payment is due, the City shall calculate
or cause to be calculated the amount of such deficiency and
deposit an amount received from any legally available
source, including the Reserve Fund, equal to such
deficiency in the Rebate Account prior to the time such
payment is due. Each payment required to be made pursuant
to this Subsection (a)(1) shall be made to the Internal
Revenue Service Center, Philadelphia, Pennsylvania 19255 on
or before the date on which such payment is due, and shall
be accompanied by Internal Revenue Service Form 8038-T, or
shall be made in such other manner as provided under the
Code.
(2) Alternative Penalty Account.
(i) Six -Month Computation. If an Alternative
Penalty Account has been established, within 85 days of
each Six -Month Period, the City shall determine or cause to
be determined whether the 1 1/2% Penalty is payable (and
the amount of such penalty) as of the close of the
applicable Six -Month Period. The City shall obtain expert
advice in making such determinations.
(ii) Six -Month Transfer. Within 85 days of the
close of each Six -Month Period, the City shall deposit in
the Alternative Penalty Account from any legally available
source of funds, including the Reserve Fund, if and to the
extent required, so that the balance in the Alternative
Penalty Account equals the amount of 1 1/2% Penalty due and
payable to the United States Treasury determined as
provided in Subsection (a)(2)(i) above. In the event that
immediately following the transfer provided in the previous
sentence, the amount then on deposit to the credit of the
Alternative Penalty Account exceeds the amount required to
be on deposit therein to make the payments required by
Subsection (iii) below, the City may instruct the Trustee
to withdraw the excess from the Alternative Penalty Account
and credit the excess to the Reserve Fund.
(iii) Payment to the Treasury. The City shall pay
to the United States Treasury, out of amounts in an
Alternative Penalty Account, not later than 90 days after
the close of each Six -Month Period the 1 1/2 Penalty, if
applicable and payable, computed in accordance with
Section 148(f)(4) of the Code. In the event that, prior to
the time of any payment required to be made from the
Alternative Penalty Account, the amount in such Account is
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not sufficient to make such payment when such payment is
due, the City shall calculate the amount of such deficiency
and deposit an amount received from any legally available
source of funds, including the Reserve Fund, equal to such
deficiency into the Alternative Penalty Account prior to
the time such payment is due. Each payment required to be
made pursuant to this Subsection (a)(2) shall be made to
the Internal Revenue Service, Philadelphia, Pennsylvania
19255 on or before the date on which such payment is due,
and shall be accompanied by Internal Revenue Service
Form 8038-T or shall be made in such other manner as
provided under the Code.
(b) Disposition of Unexpended Funds. Any funds remaining
in a Rebate Fund after prepayment of the Certificates and the
payments described in Subsection (a)(1)(iii) or (a)(2)(iii)
(whichever is applicable), may be withdrawn by the City and
utilized in any manner by the City.
(c) Survival of Defeasance. Notwithstanding anything in
this Section to the contrary, the City's obligation to comply
with the requirements of this Section shall survive the
defeasance of the Certificates.
(d) The Trustee shall have no responsibility or liability
with respect to the provisions of this Section 5.06 other than
to follow the written directions of the City and shall be
deemed conclusively to have complied with the provisions of
this Section 711 if it follows the written directions of the
City delivered pursuant to this Section and shall have no
liability or responsibility to enforce compliance by the City
herewith or with the Tax Certificate.
ARTICLE VIII
CONSENT OF CERTIFICATE OWNERS
801. Certificate OwnersMeeting. If Trustee shall desire
to obtain the consent of the Certificate Owners in any proposed
action it may call a meeting of the Certificate Owners for the
-purpose of considering the action, the consent to which is
desired.
802. Notice of Meeting. Notice specifying the purpose,
place, date and hour of such meeting shall be mailed to the
Certificate Owners, postage prepaid at their addresses
appearing on the Certificate registry books in the hands of
Trustee not less than sixty (60) days and not more than ninety
(90) days prior to the date fixed for the meeting. Such notice
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shall set forth the nature of the proposed action, consent to
which is desired. The place, date and hour of holding such
meeting and the date or dates of mailing such notice shall be
determined by Trustee in its discretion.
The actual receipt by any Certificate Owners of notice of
any such meeting shall not be a condition precedent to the
holding of such meeting, and failure to receive such notice
shall not affect the validity of the proceedings thereat. A
certificate by Trustee that the meeting has been called and
that notice thereof has been given as herein provided shall be
conclusive as against all parties and it shall not be open to
any Certificate Owners to show that he failed to receive actual
notice of such meeting.
803. Voting Qualification. The Trustee shall prepare and
deliver to the chairman of the meeting a list of names and
addresses of the registered owners of Certificates, with a
statement of the maturities and serial numbers of the
Certificates held by each of such Certificate Owners, and no
Certificate Owners shall be entitled to vote at such meeting
unless their names appear upon such list or unless they shall
present their Certificates at the meeting or a certificate of
deposit thereof, satisfactory to Trustee, executed by a bank,
trust company or other depositary. No Certificate Owner shall
be permitted to vote with respect to a larger aggregate
principal amount of Certificates than is set against their
names on such list, unless they shall produce the Certificates
upon which they desire to vote, or a certificate of deposit
thereof as above provided.
804. Issuer -Owned Certificates. The Trustee covenants
that it will present at the meeting a certificate, signed and
verified by an authorized officer of Trustee and, in the case
of Certificates owned by or held for the account of City, by an
Authorized Officer of City, stating the maturities and serial
numbers of all Certificates owned by, or held for account of,
Trustee or City directly or indirectly. No person shall be
permitted at the meeting to vote any Certificate which it shall
be established at or prior to the meeting is owned by Trustee
or City, directly or indirectly, and no such Certificate shall
-be counted in determining whether a quorum is present at the
meeting.
805. Quorum and Procedure. A representative of at least a
majority in aggregate principal amount of the Certificates then
Outstanding (exclusive of issuer -owned Certificates, if any)
shall be necessary to constitute a quorum at any meeting of
Certificate Owners, but less than a quorum may adjourn the
meeting from time to time, and the meeting may be held as so
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adjourned without further notice, whether such adjournment
shall have been had by a quorum or by less than a quorum. The
Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, and the meeting shall be organized by
the election of a permanent chairman and secretary. At any
meeting each Certificate Owner shall be entitled to one vote
for every $5,000 principal amount of Certificates with respect
to which he shall be entitled to vote as aforesaid, and such
vote may be given in person or by proxy duly appointed by an
instrument in writing presented at the meeting. The Trustee
may attend any meeting of the Certificate Owners, but shall not
be required to do so.
806. Vote Required. At such meeting held as aforesaid
there shall be submitted for the consideration and action of
the Certificate Owners a statement of the proposed action,
consent to which is desired, and if such action shall be
consented to and approved by Certificate Owners holding at
least a majority in aggregate amount of the Certificates then
outstanding (exclusive of Certificates described in Section
804) the chairman and secretary of the meeting shall so certify
in writing to Trustee, and such certificate shall constitute
complete evidence of consent of Certificate Owners under the
provisions of this Trust Agreement. A certificate signed and
verified by the chairman and the secretary of any such meeting
shall be conclusive evidence and the only competent evidence of
matters stated in such certificate relating to proceedings
taken at such meeting.
807. Consent Without Meeting. If City should desire to
obtain the consent of the Owners to any proposed amendment
hereto or to the Installment Agreement without a meeting of the
Owners, the Board of Directors of City may, by resolution,
propose the amendment to which consent is desired. A copy of
such resolution, together with a request to Owners for their
consent to the amendment proposed therein, shall be mailed by
Trustee, at the expense of City, first-class mail, postage
prepaid, to each registered Owner at such Owner's address as it
appears on the Certificate Register.
The lack of actual receipt by any Owner of such resolution
and request for consent and any defects in such resolution and
request for consent shall not affect the validity of the
proceedings for the obtaining of such consent. A certificate
by City Clerk, approved by resolution of the City Council of
City, that said resolution. and request for consent have been
delivered as herein provided shall be conclusive as against all
parties.
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Any such written consent shall be binding upon the Owner
giving such consent and on any subsequent Owner (whether or not
such subsequent Owner has notice thereof) unless such consent
is revoked in writing by the Owner giving such consent or by
the subsequent Owner. To be effective, any revocation of
consent before the adoption of the resolution accepting
consents as hereinafter provided.
After the Owners of at least a majority in aggregate
principal amount of the Certificates then Outstanding
(exclusive of Certificates described in Section 804) shall have
consented in writing, the City Council of City shall adopt a
resolution accenting such consents and such resolution shall
constitute complete evidence of the consent of Owners under
this Section.
Notice specifying the amendment that has received the
consent of Owners as required by this Section shall be mailed
by Trustee, at the expense of City, first-class mail, postage
prepaid, not more than 60 days following the final action in
the proceedings for the obtaining of such consent, to each
registered Owner at such Owner's address as it appears on the
Certificate Register. Said notice is only for the information
of Owners, and failure to mail such notice or any defect
therein shall not affect the validity of the proceedings
theretofore taken in the obtaining of such consent.
808. Determining Rights of Consent. The provisions of the
Article VIII shall be subject to the remaining terms and
conditions of this Trust Agreement in determining the rights of
consent of the Certificate Owners.
ARTICLE IX
AMENDMENT; DEFEASANCE; ADMINISTRATIVE PROVISIONS
901. Amendment. This Trust Agreement may be amended in
writing by agreement of City, Agency and Trustee for the
purpose of (a) curing any ambiguity or of curing, correcting,
or supplementing any defective provision contained herein, or
(b) in regard to matters arising under the Trust Agreement or
the Installment Purchase Agreement which City may deem
necessary or desirable and not inconsistent with the provisions
of the Trust Agreement or the Installment Purchase Agreement,
provided that no such amendment pursuant to (a) or (b) of this
Section 901 shall materially adversely affect the interests of
the Certificate Owners. This Trust Agreement may also be
amended at any time for any purpose by written agreement among
all the parties hereto, but no such amendment shall become
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effective unless and until approved by the Owners of a majority
in aggregate principal amount of Certificates then Outstanding;
provided that no such amendment shall impair the right of any
Owner to receive his proportionate share of any Installment
Purchase Payment in accordance with his Certificate.
902. Defeasance. If all Outstanding Certificates shall be
paid and discharged in any one or more of the following ways
(a) by well and truly paying or causing to be paid
the principal of and interest with respect to all Certificates
Outstanding, as and when the same become due and payable;
(b) by depositing with Trustee, in trust, at or
before maturity, money which, together with the amounts then on
deposit in the Installment Purchase Payment Fund and the
Reserve Fund, is fully sufficient to pay all Certificates
Outstanding, including all principal and interest, or
(c) by depositing with Trustee, in trust,
non -callable Federal Securities, or non -callable Federal
Securities and cash, in such amount as determined in a
verification report by a nationally recognized independent
financial consultant will, together with the interest to accrue
thereon and moneys then on deposit in the Installment Purchase
Payment Fund and the Reserve Fund together with the interest to
accrue thereon, be fully sufficient to pay and discharge all
Certificates (including all principal and interest) at or
before their respective maturity dates -- notwithstanding that
any Certificates shall not have been surrendered for payment,
all obligations of Agency, Trustee and City with respect to all
Outstanding Certificates shall cease and terminate, except (i)
the obligation of City to pay Trustee or cause Trustee to be
paid the amounts owing to Trustee under Section 502 and 709
hereof, (ii) the obligations of the Trustee under Sections 308
and 609,and (iii) the obligations of the Trustee under
Section 604 on Certificates not so surrendered and paid shall
not cease.
Any funds held by Trustee, at the time of one of the events
described above in subsections (a), (b) or (c), which are not
-required for the payment to be made to Owners, or for payments
to be made to Trustee by City, shall be paid over to City.
903. Recording and Filing. The Trustee shall not be
responsible for the recording and filing of the Trust Agreement
and financing statements (or continuation statements in
connection therewith) or of any supplemental instruments or
documents of further assurance as may be required by law in
order to perfect the security interests created by this Trust
Agreement.
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904. Trustee to Keep Records. The Trustee shall keep
books and records of all moneys received and disbursed under
this Trust Agreement, which shall be available for inspection
by City and Agency, or the Owners of five percent (5%) in
aggregate principal amount of Certificates then Outstanding, or
their respective designees, at any time during regular business
hours.
905. Notices. All written notices to be given under this
Trust Agreement shall be given by first class mail, postage
prepaid, to the party entitled thereto at its address set forth
below, or at such address as the party may provide to the other
party in writing from time to time.
If to City:
City of San Jacinto
B-ox
San Jacinto, California 92583
Attention: City Manager
If to Agency:
Redevelopment Agency of the City of San Jacinto
-Box 4-as
San Jacinto, California 92583
Attention: Secretary
If to Trustee:
Union Bank
14500 Roscoe Boulevard
Panorama City, California 91402
Attention: Corporate Trust Department
906. California Law. This Trust Agreement shall be
construed and governed in accordance with the laws of the State
of California.
907. Severability. Any provision of this Trust Agreement
found to be prohibited by law shall be ineffective only to the
extent of such prohibition, and shall not invalidate the
remainder of this Trust Agreement.
908. Binding on Successors. This Trust Agreement shall be
binding upon and inure to the benefit of the parties and their
respective successors and assigns.
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909. Headings. Headings preceding the text of the several
Articles and Sections hereof, and the table of contents, are
solely for convenience or reference and shall not constitute a
part of this Trust Agreement or affect its meaning,
construction or effect.
910. Counterpart. This Trust Agreement may be executed in
counterpart.
911. Unclaimed Monies. Any moneys remaining in any funds
or amounts held by Trustee not claimed two (2) years after said
money was due and payable shall be returned to City.
ARTICLE X
EVENTS OF DEFAULT; REMEDIES
1001. Events of Default Defined. The following shall be
events of default ("Events of Default") under this Trust
Agreement:
(a) Any event of default under the Installment
Purchase Agreement, as defined in Section 601 thereof.
(b) Failure to make payments of principal, including
mandatory sinking fund payments, premium, if any, and interest
on the Certificates when due hereunder.
(c) Failure by City to observe and perform any
covenant, condition or agreement on its part to be observed or
performed under this Trust Agreement, other than as such
failure may constitute an event of default under clauses (a) or
(b) of this Section, for a period of thirty (30) days after
written notice specifying such failure and requesting that it
be remedied has been given to the defaulting party by any other
party hereto or the Owners of not less than five percent (5%)
in aggregate principal amount of Certificates Outstanding.
1002. Remedies on Default. Upon the occurrence and
continuance of any event of default specified in Section 601 of
-the Installment Purchase Agreement, other than a default
pursuant to subsection (b) of said Section, Trustee shall
proceed, or upon the occurrence and continuance of any other
event of default hereunder or under Section 601(b) of the
Installment Purchase Agreement, Trustee may and upon written
request of the Owners of not less than twenty-five percent
(25%) in aggregate principal amount of Certificates at the time
Outstanding shall, proceed to exercise the remedies provided to
Agency in Article VI of the Installment Purchase Agreement,
upon notice in writing to City and Agency.
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1003. Application of Proceeds in Event of Default. All
payments received by Trustee with respect to the sale or lease
of Project upon the occurrence of an Event of Default, and all
damages or other payments received by Trustee from the
enforcement of any rights and powers of Trustee under this
Article, shall after being used to pay any Trustee fees and
expenses, be deposited by Trustee in the Installment Purchase
Payment Fund promptly upon the receipt thereof and applied to
the payment of the obligations of City under the Installment
Purchase Agreement or under this Trust Agreement.
1004. Collection of Installment Purchase Payments. The
Trustee shall take any appropriate action to collect any
Installment Purchase Payment not paid when due upon written
request and authorization by the Owners of not less than
twenty-five percent (25%) in aggregate principal amount of
Certificates at the time Outstanding and unpaid, and upon being
satisfactorily indemnified against any expense and liability
with respect thereto.
1005. Action by Owners. In the event Trustee fails to
take any action to eliminate an occurrence of default under
Section 601 of the Installment Purchase Agreement, the Owners
of not less than twenty-five percent (25%) in aggregate
principal amount of Certificates at the time Outstanding may,
institute any suit, action, mandamus or other proceeding in
equity or at law for the protection or enforcement of any right
under the Installment Purchase Agreement or this Trust
Agreement, but only if such Owners have first made written
request of Trustee after the right to exercise such powers or
right of action shall have occurred, and shall have afforded
Trustee a reasonable opportunity either to proceed to exercise
the powers granted therein or herein or granted under law or to
institute such action, suit or proceeding in its name and
unless also Trustee shall have been offered reasonable security
and indemnity against the cost, expenses and liabilities to be
incurred therein or thereby, and Trustee shall have refused or
neglected to comply with such request within a reasonable time.
1006. Remedies Cumulative; Waiver. The remedies provided
for in this Article X with respect to the Trustee and
-Certificate Owners shall be cumulative. If any remedial action
is discontinued or abandoned, the Trustee and the Certificate
Owners shall be restored to their respective former positions.
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IN WITNESS WHEREOF, the parties have executed this
Trust Agreement by their officers thereunto duly authorized as
of the date and year first written above.
UNION BANK, as Trustee
By
Senior Trust Officer
REDEVELOPMENT AGENCY OF THE CITY
OF SAN JACINTO
President
By
Secretary
CITY OF SAN JACINTO
By
Mayor
By
City Clerk
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EXHIBIT "A"
DEFINITIONS
Any terms not defined herein shall have the same meaning as
set forth in the Installment Purchase Agreement.
Agency. The term "Agency" means Redevelopment Agency of
the City of San Jacinto.
Assignment Aureement. The term "Assignment Agreement"
means that certain Assignment Agreement by and between Agency
and Trustee dated as of the date hereof, as supplemented or
amended from time to time.
Authorized Officer. The term "Authorized Officer", when
used with respect to City, means the Mayor, City Manager, City
Clerk or any deputy or assistant of the City Manager designated
by the City Manager or any other officer of City which is
designated by the City Council of City as an Authorized
Officer. The term "Authorized Officer", when used with respect
to Agency, means the President, any Vice President, Secretary,
Assistant Secretary or Treasurer of Agency or any other officer
of Agency which is designated by the Board of Directors of
Agency as an Authorized Officer.
Bond Counsel. The term "Bond Counsel" means a nationally
recognized law firm specializing in the area of tax-exempt
municipal finance.
Bonds. The term "Bonds" means all revenue bonds or notes
of the City authorized, executed, issued and delivered by the
City, the payments of which are on a parity with the
Installment Purchase Payments and which are secured by the Net
Revenues of the City.
Certificate Year. The term "Certificate Year" means with
respect to the Certificates, the period beginning on the
Delivery Date and ending on February 28, 1994 and, thereafter,
the period beginning on March 1 of each year and ending on the
-las-tday of February of the subsequent year or until there are
no longer any Certificates Outstanding.
Certificates. The term "Certificates" means the
certificates of participation delivered by Trustee pursuant to
the Trust Aureement, and which evidence an undivided right to
receive a proportionate share of Installment Purchase Payments
made under the Installment Purchase Agreement.
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Certificate Register. The term "Certificate Register"
means the books for registration maintained by Trustee pursuant
to Section 611 of the Trust Agreement.
City. The term "City" means City of San Jacinto.
Code. The term "Code" means the Internal Revenue Code of
1986, as amended, and any regulations, rulings, judicial
decisions, notices, announcements, and other releases of the
United States Treasury Department or Internal Revenue Service
interpreting and construing it.
Completion Date. The term "Completion Date" means the date
that all Project Costs have been paid as evidenced by a
certificate of an Authorized Officer of City filed with Trustee
as provided in Section 401(d) of the Trust Agreement.
Contracts. The term "Contracts" means the Installment
Purchase Agreement and any amendments and supplements thereto,
and all contracts of the City authorized and executed by the
City, the payments under which are on a parity with the
Installment Purchase Payments and which are secured by the Net
Revenues of the City.
Cost of Issuance. The term "Cost of Issuance" means all
items of expense directly or indirectly payable by or
reimbursable to the Agency or the City and related to the
authorization, execution and delivery of the Installment
Purchase Agreement and the Trust Agreement and the related sale
of the Certificates, including, but not related to, costs of
preparation and reproduction of documents, costs of rating
agencies and costs to provide information required by rating
agencies, municipal bond insurance, filing fees, initial fees
and charges of the Trustee, fees and charges of the Agency,
legal fees and charges, fees and expenses of consultants and
professionals, fees and expenses of the financial advisor, fees
and charges for preparation, execution and safekeeping of the
Certificates and any other charge, cost or fee in connection
with the original sale, execution and delivery of the
Certificates.
Debt Service. The term "Debt Service" means, for any
Fiscal Year, the sum of (1) the interest accruing during such
Fiscal Year on all outstanding Bonds, assuming that all
outstanding serial Bonds are retired as scheduled and that all
outstanding term Bonds are prepaid or paid from sinking fund
payments as scheduled (except to the extent that such interest
is to be paid from the proceeds of sale of any Bonds), (2) that
portion of the principal amount of all outstanding serial Bonds
maturing on the next succeeding principal payment date that
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STAFF REPORT
TO: Honorable Mayor and Members of the City Council
FROM: Brian McNabb, Director of Community Development
DATE: March 2, 1993
SUBJECT: Community Facilities District #3 Annexation #4 (The Public Safety CFD)
RECONMENDAI1ON
Open the Public Hearing, then continue this item to March 16, 1993 to ensure that
adequate public notice is provided.
BACKGROUND
On January 19, 1993, Resolution No. 2095 was adopted to set the public hearing for
March 2, 1993. The Resolution states that property owners receive notification 15
days prior to the Public Hearing, due to an oversight, this mailing obligation was not
met within the legal time period.
TO:
FROM:
DATE:
SUBJECT:
STAFF REPORT
Honorable Mayor and Members of the City Council
Dave Anderson, Assistant to the City Manager
via Pamela S. Easter, City Manager
March 2, 1993
Community Development Block Grant (CDBG) Program
19th Year, 1993-94
RECOMMENDATION:
Conduct a public hearing to review proposed projects for the 19th year
Community Development Block Grant program.
2. Reprogram $10,000 in 17th year CDBG funds approved for the Library/Lounge
Reading Room (3.5SJ023) and apply such funds towards 19th year CDBG
projects.
Approve final CDBG project list for submittal to Riverside County.
BACKGROUND:
Tonight is the second of two public hearings that the Council will hold to gain input from
the community on suggested uses for the City's CDBG program for the 1993-94 program
year. Display ads and legal notices were placed in The Hemet News and The Press
Enterprise to encourage citizen participation in the public hearing process.
PART I
PUBLIC SERVICE FUNDS
Fifteen percent ($14,700) of the City's 19th year CDBG allocation may be used to fund
Public Service Activities.
On February 2, 1993, the City Council conducted a public hearing to solicit comments
regarding how CDBG funds should be allocated. At that time, several community
organizations requested Public Service funds. City application forms were distributed.
Eleven completed applications were subsequently returned to the City by the February
16th deadline.
Page Two
At the direction of the City Council, the City and Community Council Sub -committee met
to evaluate and make recommendations to the City Council on which applicants should
receive 19th year CDBG funds. City staff and Beverly Copeland, Director of the Area
Directors Association, reviewed applications, screening them for CDBG eligibility. They
were then ranked according to a set of criteria developed in cooperation with United
Way. The Sub -committee then reviewed each funding request and the staff rankings.
Funding by the City of Hemet CDBG Program was taken into consideration. The Sub-
committee did not wish to duplicate funding provided by the City of Hemet. Hemet
provided CDBG funds to the Valley Teen Mothers program and so was not considered
for funding. The proposals from the Girl Scouts and VIP Tots were determined to be
ineligible because these projects did not demonstrate that funds would directly benefit
51% low/moderate income individuals as required by HUD. Other proposals did not
comfortably fit within the theme of "Youth, Family, Seniors" adopted at the City Council's
February 2, 1993 meeting. Those proposals were Phoenix House and Shelter for the
Homeless. The remaining projects were prioritized and four of the five allocated funds.
Exhibit "B" lists the applicant, the proposed project, amount requested and the
recommended funding level by the Sub -committee.
PART II
REGULAR CDBG FUNDS
Eighty-five percent of the CDBG allocation ($83,300) may be used for a wide variety of
housing and public infrastructure improvements.
An additional $10,000 allocated some time ago for a "reading room" for the Community
Center was abandoned because the project was under -funded and because of the
proximity of the San Jacinto Library. The Senior Guild recently voted to release these
and other funds from the Reading Room project. It is recommended that these funds
be reprogrammed from the Reading Room project to augment the 19th year CDBG
"regular" program funds. These funds cannot be used for public service projects.
Therefore, a total of $93,300 would then become available under the "regular" CDBG
program for the 19th year.
Four project applications were submitted:
1. Senior Home Repair Program
2. Curb, Gutter and Sidewalk Improvements
3. Refurbishment of Community Center Kitchen
4. Fire Dept. Disaster Preparedness & Rescue Augmentation
Page Three
1. Senior Home Repair Program
Riverside County Housing Authority operates a program whereby low income
senior households, in need of minor housing rehabilitation, can receive
appropriate grants or labor for the rehabilitation.
Until approximately 1988, funds for this program came strictly from the
County. Since 1988, residents of a City only benefitted from the program if
their respective City contributed funds to the program.
This year's program is being funded from RDA Housing Funds. Approximately
$3,000 of $9,000 in funds have been expended to date. It is recommended that
the existing contract be extended for another year or until the funds are expended.
The program has been advertised widely and used by Community Center outreach
personnel to assist needy seniors.
2. Curb, gutter and sidewalk improvements
The goal of this program is to provide contiguous sidewalk, curb and gutter to
provide easier access to shopping areas from nearby residential areas that are
within the boundaries of eligible CDBG block groups. This project consists of
the following street segments:
A.
B.
C.
New sidewalk, curb and gutter is recommended in
those locations where it is currently absent from
the north border of the Alpha Beta parking lot on the
east side of San Jacinto Avenue to just south of Shaver St.
Sidewalk curb and gutter on Main Street is in need of removal
and replacement. This sidewalk segment was included in the
18th year project application, but sidewalk removal has
proven to be more expensive than estimated. This sidewalk
segment covers the south side of Main Street, east of Pico
and west to De Anza.
All sidewalk, curb and gutter segments located at
intersections will be modified to accommodate handicapped
access.
Page Four
The census tract affected is #435.92, whose residents are approximately 65 percent
low/moderate income. Many of the residents in this area have no means of
transportation other than walking for trips from home to shopping. The proposed project
will offer safer and more convenient pedestrian access. Currently, pedestrians are
forced to walk in the street or on dirt paths or on broken or uneven sidewalk.
3. Community Center Kitchen Refurbishment
One of the primary activities at the San Jacinto Community Center is the Senior
Food and Nutrition program. The day to day operation of this program is funded
by the Riverside County Office on Aging. The kitchen is used on a daily basis to
feed 75 to 100 low income seniors. A recent energy audit concluded that the
oven is outdated and somewhat dangerous, requiring pilot lights to function. With
the number of meals being served, an extinguishing system is required by the Fire
Code. Metal counters and cabinets are necessary to reduce the fire hazard
associated with existing wooden cabinets near the stove, and to meet Health
Department regulations elsewhere in the kitchen.
4. Fire Department Disaster Preparedness and Rescue Augmentation
This program application was submitted by the San Jacinto Fire Department to
assist emergency rescue services. CDBG funds are being requested for
unspecified "emergency rescue equipment" to benefit persons in the entire city
following a large disaster. This program, while having merit, may not be eligible
for CDBG funding.
CDBG funds must benefit low/moderate income persons:
1. Directly through provision of services to eligible individuals or families.
2. To an area as defined by low/moderate census tracts in the City. The
"whole City" is not considered eligible. Area benefit activities must be fixed
in place like sidewalks, parks or facilities.
3. The only area of eligibility that addresses emergency services activities are
those under the category of "Interim Assistance." This assistance is to be
used for clearance of streets and improvements to private property during
or after an emergency.
City administrative staff encourages proposals from all City departments for
CDBG funding under the "Regular" program. Administrative staff will work
with these departments in the future to inform them of HUD eligibility
criteria and will work with City departments to insure that their proposals
are complete prior to final submission.
Proposed Project
EXHIBIT "A"
CITY OF SAN JACINTO
COMMUNITY DEVELOPMENT BLOCK GRANT
PROPOSED PROJECTS
UNDER THE "REGULAR" PROGRAM
CITY COUNCIL/CITY AND COMMUNITY
SUB -COMMITTEE RECOMMENDATIONS
Amount Requested Recommended Funding Level
Senior Home Repair
Program $ 9,336
Curb, Gutter &
Sidewalk Project
Refurbishment of
Comm. Center Kitchen
Fire Dept. Disaster
Preparedness and
Rescue Augmentation
57,800 $ 57,800
35,500 35,500
13,636
Exhibit "B"
CITY OF S
C. NITY DEVE NT K G- T
PRa a ED PUBIC SERVICE PROJECTS
CITY COUNCIL/CITY & C. NITY
SUB-C REC• DATIONS
NTO
Applicant Proposed Amount Ranking Recommended
Project Requested Funding Level
Alt. Domestic Shelter/ 10,000 3,200
Violence Counseling
Boxing Youth 5,000 4,000
Club Activity
Girl Scout Youth 6,500
House Activity
La Vista Drug Rehab 3,000
VVomen
Phoenix Job Training 3,500
House & Rehab.
Valley Re -Employ. 3,000
Restart Services
Shelter for Shelter 5.000
Homeless
Senior Day Adult Day 5,000 4,000
Care Care
Yalley Teen Youth Drug 5,395 3,500
rnsight Rehab.
Valley Teen Youth/ 5,000
Mothers Parenting
VIP Tots Therapy/ 3,500
Child Care