HomeMy WebLinkAbout1984-20 CRA
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RESOLUTION NO. --~
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RESOLUTION OF THE CITY OF SANTA ANA
COMMUNITY REDEVELOPMENT AGENCY AMENDING
RESOLUTION NO. 84-17 AND AUTHORIZING THE
ISSUANCE OF TAX ALLOCATION BONDS OF SAID
AGENCY IN A PRINCIPAL AMOUNT OF NOT TO
EXCEED NINETEEN MILLION DOLLARS
($l9,OOO,000) TO FINANCE A PORTION OF THE
COST OR'A REDEVELOPMENT PROJECT KNOWN AS THE
SOUTH MAIN STREET REDEVELOPMENT PROJECT
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RESOLUTION NO. ~
RESOLUTION OF THE CITY OF SANTA ANA
COMMUNITY REDEVELOPMENT AGENCY AMENDING
RESOLUTION NO. 84-l7 AND AUTHORIZING THE
ISSUANCE OF TAX ALLOCATION BONDS OF SAID
AGENCY IN A PRINCIPAL AMOUNT OF NOT TO
EXCEED NINETEEN MILLION DOLLARS
($19,000,000) TO FINANCE A PORTION OF THE
COST OF A REDEVELOPMENT PROJECT KNOWN AS THE
SOUTH MAIN STREET REDEVELOPMENT PROJECT
TABLE OF CONTENTS
Section 1.
Definitions
Section 2.
Amount, Issuance and Purpose of Bonds
Section 3.
Nature of Bonds
Section 4.
Description of Bonds
Section 5.
Interest
Section 6.
Place of Payment
Section 7.
Forms of Bonds
Section 8.
Execution of Bonds
Section 9.
Registration and Exchange of Bonds
Section 10.
Bond Register
Section 11.
Call and Redemption and Purchase of Bonds
Prior to Maturity
A.
Optional Redemption
B.
Special Early Redemption
C.
Sinking Account Redemption
D.
Call and Redemption, Notice of
Redemption
(i)
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Section 12.
Section l3.
Section 14.
Section 15.
Section l6.
Section 17,
Section 18.
Section 19.
E.
Redemption Fund
F.
Partial Redemption of Bonds
G.
Effect of Redemption
H.
Purchase of Bonds
Funds
Sale of Bonds; Disposition of Bond
Proceeds; Redevelopment Fund
Pledged Tax Revenues
Special Fund
Deposit and Investment of Moneys in Funds
Issuance of Parity Bonds
Covenants of the Agency
Covenant l.
Covenant 2.
Covenant 3.
Covenant 4.
Covenant 5.
Covenant 6.
Covenant 7.
Covenant 8.
Covenant 9.
Complete Redevelopment Project;
Amendment to Redevelopment Plan
Use of Proceeds, Management and
Operation of Properties
No Priority
Punctual Payment
Payment of Taxes and Other
Charges
Books and Accounts; Financial
Statements
Eminent Domain Proceeds
Disposition of Property
Protection of Security and
Rights of Bondholders;
No Arbitrage
Taxation of Leased Property
(H)
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Section 20.
Section 2l.
Section 22.
Section 23.
Section 24.
Section 25.
Section 26.
Section 27.
Section 28.
Exhibit A
Fiscal Agent and Paying Agents
Lost, Stolen, Destroyed or Mutilated Bonds
Cancellation of Bonds
Amendments
A.
B.
C.
D.
E.
Calling Bondholders' Meeting
Notice of Meeting
Voting Qualifications
Issuer-Owned Bonds
Quorum and Procedure
F.
Vote Required
Proceedings Constitute Contract; Events of
Default and Remedies of Bondholders
A.
Events of Default
B.
Certain Remedies of Bondholders
C.
Non-Waiver
D.
Actions by Fiscal Agent as
Attorney-in-Fact
E.
General
CUSIP Numbers
Severabi li ty
Validation Proceeding
Effective Date
Form of Bond
(iii )
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RESOLUTION NO. ~
RESOLUTION OF THE CITY OF SANTA ANA
COMMUNITY REDEVELOPMENT AGENCY AMENDING
RESOLUTION NO. 84-17 AND AUTHORIZING THE
ISSUANCE OF TAX ALLOCATION BONDS OF SAID
AGENCY IN A PRINCIPAL AMOUNT OF NOT TO
EXCEED NINETEEN MILLION DOLLARS
($19,000,000) TO FINANCE A PORTION OF THE
COST OF A REDEVELOPMENT PROJECT KNOWN AS THE
SOUTH MAIN STREET REDEVELOPMENT PROJECT
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WHEREAS, the City of Santa Ana Community Redevelopment
Agency (the "Agency"), is a redevelopment agency (a public
body, corporate and politic) duly created, established and
authorized to transact business and exercise its powers, all
under and pursuant to the Community Redevelopment Law (Part 1
of Division 24 commencing with Section 33000 of the Health and
Safety Code of the State of California), and the powers of the
Agency include the power to issue bonds for any of its
corporate purposes; and
WHEREAS, the Redevelopment Plan for a redevelopment
project known and designated as the "South Main Street
Redevelopment Project" has been adopted and approved by an
Ordinance of the City of Santa Ana, and all requirements of law
for and precedent to the adoption and approval of the
Redevelopment Plan have been duly complied with; and
WHEREAS, the purposes stated above will be
accomplished by issuing at this time such tax allocation bonds
in a principal amount of Not to Exceed Nineteen Million Dollars
($19,000,000) pursuant to this Resolution providing for the
issuance of "City of Santa Ana Community Redevelopment Agency,
South Main Street Redevelopment Project Tax Allocation Bonds,
1984," (the "Bonds") the proceeds of which will be used to fund
a debt service reserve account and pay costs of issuing the
Bonds, with the balance to be set apart and irrevocably
segregated in a special trust fund which will be used to
finance a portion of the costs of implementing the
Redevelopment Plan; and
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NOW, THEREFORE, THE CITY OF SANTA ANA COMMUNITY
REDEVELOPMENT AGENCY DOES HEREBY RESOLVE, DETERMINE AND ORDER
AS FOLLOWS:
Section 1. Definitions. As used in this Resolution, the
following terms shall have the following meanings, unless the
context otherwise requires:
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(a) "Bond" or "Bonds" means the "City of Santa Ana
Community Redevelopment Agency, South Main Street
Redevelopment Project Tax Allocation Bonds, 1984,"
authorized by this Resolution.
(b) "Bond Insurer" means Financial Guaranty Insurance
Company, a New York stock insurance corporation, doing
business in California as FGIC Insurance Company, and its
successor or successors.
(c) "Bond Year" means the twelve (12) month period of
each year commencing on the initial date of the Bonds.
(d) "Bondholder" or "Owner of Bonds," or any similar
term, means any person who shall be the registered owner or
his duly authorized attorney, trustee, or representative.
For the purpose of Bondholders' voting rights or consents,
Bonds owned by or held for the account of the Agency, or
the City, directly or indirectly, shall not be counted.
(e)
"City" means the City of Santa Ana, California.
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(f) "Federal Securities" means direct obligations of
the United States of America or bonds or other obligations
for which the full faith and credit of the United States is
pledged for the payment of principal and interest.
(g) "Fiscal Agent" means the fiscal agent appointed
by the Agency pursuant to Section 20 hereof, its successors
and assigns, and any other corporation or association which
may at any time be substituted in its place, as provided in
this Resolution.
(h) "Independent Financial Consultant," "Independent
Engineer,""Independent Certified Public Accountant" or
"Independent Redevelopment Consultant" means any individual
or firm engaged in the profession involved, appointed by
the Agency, and who, or each of whom, has a favorable
reputation in the field in which hisjher opinion or
certificate will be given, and:
(1) is in fact independent and not under
domination of the Agency; and
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(2) does not have any substantial interest,
direct or indirect, with the Agency; and
(3) is not connected with the Agency as an
officer or employee of the Agency, but who may be
regularly retained to make reports to the Agency.
(i) "Law" means the Community Redevelopment Law of
the State of California as cited in the recitals hereof.
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(j) "Maximum Annual Debt Service" means the largest
of the sums obtained for any Bond Year after the
computation is made, by totaling the following for each
such Bond Year:
(1) The principal amount of all serial Bonds and
serial Parity Bonds, if any, payable in such Bond
Year; and
(2) The interest which would be due during such
Bond Year on the aggregate principal amount of Bonds
and Parity Bonds which would be outstanding in such
Bond Year if the Bonds and Parity Bonds outstanding on
the date of such computation were to mature or be
redeemed in accordance with the maturity schedules for
the serial Bonds and serial Parity Bonds. At the time
and for the purpose of making such computation, the
amount of term Bonds and term Parity Bonds already
retired in advance of the above-mentioned schedules
shall be deducted pro rata from the remaining amounts
thereon.
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(k) "Opinion of Counsel" means a written opinion of
an attorney or firm of attorneys of favorable reputation in
the field of municipal bond law. Any opinion of such
counsel may be based upon, insofar as it is related to
factual matters, information which is in the possession of
the Agency as shown by a certificate or opinion of, or
representation by, an officer or officers of the Agency,
unless such counsel knows, or in the exercise of reasonable
care should have known, that the certificate, opinion or
representation with respect to the matters upon which his
or her opinion may be based, as aforesaid, is erroneous.
(1) "Parity Bonds" means any additional tax
allocation bonds (including, without limitation, bonds,
notes, interim certificates, debentures or other
obligations) issued by the Agency as permitted by Section
17 of this Resolution.
(m) "Paying Agent" means any paying agent provided by
the Agency pursuant to this Resolution.
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(n) "Redevelopment Agency" or "Agency" means the City
of Santa Ana Community Redevelopment Agency.
(0) "Redevelopment Plan" means the Redevelopment Plan
for the South Main Street Redevelopment Project Area,
approved and adopted by the City by ordinance and includes
any amendment thereof heretofore or hereafter made pursuant
to the Law.
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(p) "Redevelopment Project Area" means the project
area described and defined in the Redevelopment Plan.
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(q) "Regular Record Date" means the fifteenth day
preceding any interest payment date.
(r) "Reserve Requirement" means, as of the date of
issue of the Bonds, an amount equal to Maximum Annual Debt
Service on the Bonds net of the amount attributable to debt
service on the amounts deposited in the Escrowed Proceeds
Account.
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(s) "Pledged Tax Revenues" means that portion of
taxes levied upon taxable property in the Redevelopment
Project Area and received by the Agency on or after the
date of issue of the Bonds, for the Redevelopment Project
Area of the Agency pursuant to Article 6 of Chapter 6 of
the Law and Section 16 of Article XVI of the Constitution
of the State of California. Provided, however, Pledged Tax
Revenues shall not include that portion of taxes allocated
to and received by the Agency for deposit in the low and
moderate income housing fund required by Section l7 of the
Redevelopment Plan and Section 33334.2 of the Law; 20% of
the tax revenues to be deposited in the Main Street
Improvement Set Aside; and 6% of the above tax revenues
which are required to be passed through to certain taxing
entities.
(t) "Treasurer" or "Treasurer of the Agency" means
the officer who is then performing the functions of
Treasurer of the Agency.
Section 2. Amount, Issuance and Purpose of Bonds. Under
and pursuant to the Law and this Resolution, Bonds of the
Agency in a principal amount of Nineteen Million Dollars
($19,000,000) shall be issued by the Agency for the corporate
purposes of the Agency by providing funds for the financing of
a portion of the cost of implementing the Redevelopment Plan
which constitutes a "redevelopment activity" as such term is
defined in Health and Safety Code Section 33678; and such issue
of Bonds is hereby authorized.
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Section 3. Nature of Bonds. The Bonds shall be and are
special obligations of the Agency and are secured by an
irrevocable pledge of, and are payable as to principal,
interest and premium, if any, from Pledged Tax Revenues and
other funds as hereinafter provided. The Bonds, interest
thereon and premium, if any, are not a debt of the City, the
State of California or any of its political subdivisions, and
neither the City, the State nor any of its political
subdivisions is liable on them. In no event shall the Bonds,
interest thereon and premium, if any, be payable out of any
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funds or properties other than those of the Agency as set forth
in this Resolution. The Bonds do not constitute an
indebtedness within the meaning of any constitutional or
statutory debt limitation or restriction. Neither the members
of the Agency nor any persons executing the Bonds are liable
personally on the Bonds by reason of their issuance.
The Bonds shall be and are equally secured by an
irrevocable pledge of the Pledged Tax Revenues and other funds
as hereinafter provided, without priority for number, date of
sale, date of execution or date of delivery, except as
expressly provided herein.
The validity of the Bonds is not and shall not be
dependent upon: (a) the completion of the Redevelopment Project
or any part thereof, or (b) the performance by anyone of
hisjher obligations relative to the Redevelopment Project Area,
or (c) the proper expenditures of the proceeds of the Bonds.
Nothing in this Resolution shall preclude: (a) the
payment of the Bonds from the proceeds of refunding bonds
issued pursuant to the Law, or (b) the payment of the Bonds
from any legally available funds. Nothing in this Resolution
shall prevent the Agency from making advances of its own funds,
however derived, to any of the uses and purposes mentioned in
this Resolution.
If the Agency shall cause to be paid, or shall have
made provision to pay upon maturity or upon redemption prior to
maturity, to the Bondholders the principal of, premium, if any,
and interest to become due on the Bonds, through setting aside
trust funds or setting apart in a reserve fund or special trust
account created pursuant to this Resolution or otherwise, or
through the irrevocable segregation for that purpose in some
sinking fund or other fund or trust account with a fiscal agent
or otherwise, moneys sufficient therefor, including, but not
limited to, interest earned or to be earned on Federal
Securities, then the lien of this Resolution, including,
without limitation, the pledge of the Pledged Tax Revenues, and
all other rights granted hereby, shall cease, terminate and
become void and be discharged and satisfied, and the principal
of, premium, if any, and interest on the Bonds shall no longer
be deemed to be outstanding and unpaid; provided, however, that
nothing in this Resolution shall require the deposit of more
than such Federal Securities as may be sufficient, taking into
account both the principal amount of such Federal Securities
and the interest to become due thereon, to implement any
refunding of the Bonds. Bonds, the principal of or interest on
which has been paid by the Bond Insurer shall not be deemed to
have been paid or caused to be paid by the Authority, and shall
remain outstanding until paid by the Authority.
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In the event of such a defeasance of the Bonds, the
Fiscal Agent shall cause an accounting for such period or
periods as shall be requested by the Agency to be prepared and
filed with the Agency, and the Fiscal Agent, upon the request
of the Agency, shall release the rights of the Bondholders
under this Resolution and execute and deliver to the Agency all
such instruments as may be desirable to evidence such release,
discharge and satisfaction, and the Fiscal Agent shall pay over
or deliver to the Agency all moneys or securities held by it
pursuant to this Resolution which are not required for the
payment or redemption of Bonds not theretofore surrendered for
such payment or redemption.
Provision shall be made by the Agency, satisfactory to
the Fiscal Agent, for the mailing of a notice to the Owners of
such Bonds that such moneys are so available for such payment.
Section 4. Description of Bonds. The Bonds shall be in a
principal amount of Nineteen Million Dollars ($19,000,000) and
shall be designated "CITY OF SANTA ANA COMMUNITY REDEVELOPMENT
AGENCY, SOUTH MAIN STREET REDEVELOPMENT PROJECT TAX ALLOCATION
BONDS, 1984." The Bonds shall be initially issued in the form
of fully registered bonds in denominations of $5,000 each or
any whole multiple thereof. The Bonds shall be serial and term
bonds and shall mature on January 1 of the years and in the
amounts as follows:
Maturity Date Principal Maturity Date Principal
January 1 Amount January 1 Amount
1985 $l25,000 1994 $ 260,000
1986 l35,000 1995 285,000
1987 l45,000 1996 315,000
1988 l55,000 1997 345,000
1989 l70,000 1998 380,000
1990 l85,000 1999 420,000
1991 200,000 2000 460,000
1992 215,000 2013 5,970,000
1993 235,000 2014 9,000,000
The Bonds maturing on January l, 2013 are designated Terms
Bonds and the Bonds maturing on January 1, 20l4 are designated
Special Term Bonds.
Section 5. Interest. The Bonds shall bear interest at a
rate or rates to be hereafter fixed by resolution, but not to
exceed twelve percent (l2%) per annum payable on July 1, 1985
and semiannually thereafter on each January 1 and July l. Each
Bond shall bear interest until its principal sum has been paid;
provided, however, that if funds are available for the payment
thereof in full accordance with the terms of this Resolution,
such Bond shall then cease to bear interest.
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The Bonds shall be numbered by the Fiscal Agent as the
Fiscal Agent or the Agency shall determine and shall be dated
as of the date of their authentication, except that Bonds
issued upon exchanges and transfers of other Bonds shall be
dated so that no gain or loss of interest shall result from the
exchange or transfer, and Bonds issued before the first Regular
Record Date shall be dated as of the date set forth in a
supplemental resolution hereto. Each Bond shall bear interest
from the interest payment date next preceding the date thereof
unless (i) it is dated as of an interest payment date, in which
event it shall bear interest from that interest payment date,
or (ii) it is dated after a Regular Record Date and before the
following interest payment date, and if the Agency shall not
default in the payment of interest due on such interest payment
date, in which event it shall bear interest from such interest
payment date, or (iii) it is dated prior to the first regular
record date, in which event it shall bear interest from the
date of the Bonds. Interest on Bonds shall be paid by the
Fiscal Agent (out of the appropriate funds) by check or draft
mailed on the interest payment date to the registered owner as
hisjher name and address appear on the register kept by the
Fiscal Agent at the close of business on the Regular Record
Date preceding the interest payment date.
Section 6. Place of Payment. The Bonds and any premiums
upon the redemption thereof prior to maturity shall be payable
in lawful money of the United States of America and shall be
payable at the corporate trust office of the Fiscal Agent in
Los Angeles, California.
Section 7. Forms of Bonds. The Bonds shall be
substantially in the form annexed hereto as Exhibit "A". Such
form is hereby approved and adopted as the form of the Bonds
and of the redemption, exchange, registration and assignment
provisions pertaining to them, with necessary or appropriate
variations, omissions, and insertions, as permitted or required
by this Resolution.
Any Bonds issued pursuant to this Resolution may be
initially issued in temporary form exchangeable for definitive
Bonds when the same are ready for delivery. The temporary
Bonds may be printed, lithographed or typewritten, shall De of
such denominations as may be determined by the Agency, shall be
without coupons and may contain references to any of the
provisions of this Resolution as may be appropriate. Every
temporary Bond shall be executed by the Agency and be issued by
the Fiscal Agent upon the same conditions and in substantially
the same form and manner as the definitive fully registered
Bonds. If the Agency issues temporary Bonds, it will execute
and furnish definitive Bonds without delay, and, thereupon, the
temporary Bonds shall be surrendered for cancellation at the
principal office of the Fiscal Agent in Los Angeles,
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California, or at such other place in California as the Agency
may approve. The Fiscal Agent shall deliver in exchange for
the surrendered temporary Bonds an equal aggregate principal
amount of definitive Bonds of authorized denominations of this
same issue. Until exchanged, the temporary Bonds shall be
entitled to the same benefits under this Resolution as
definitive Bonds of this same issue, except no accrued interest
shall be paid on the temporary Bonds until the exchange has
been accomplished.
Section 8. Execution of Bonds. The Bonds shall be signed
on behalf of the Agency by its Chairman by facsimile signature
and by its Secretary by facsimile signature, and the seal of
the Agency shall be impressed, imprinted or reproduced
thereon. The foregoing officers are hereby authorized and
directed to sign the Bonds in accordance with this Section. If
any Agency member or officer whose facsimile signature appears
on the Bonds ceases to be a member or officer before delivery
of the Bonds, hisjher signature is as effective as if he or she
had remained in office.
The Fiscal Agent shall authenticate the Bonds on
registration and/or exchange to effectuate the registration and
exchange provisions set forth in Section 9, and only those
Bonds that have endorsed on them a certificate of
authentication, substantially in the form set forth in the form
of Bond, duly executed by the Fiscal Agent, shall be entitled
to any rights, benefits or security under this Resolution. No
Bonds shall be valid or obligatory for any purpose unless and
until the certificate of authentication has been duly executed
by the Fiscal Agent. The certificate of the Fiscal Agent upon
any Bond shall be conclusive and the only evidence required
that the Bond has been duly authenticated and delivered under
this Resolution. The Fiscal Agent's certificate of
authentication on any Bond shall be deemed to have been duly
executed if signed by an authorized officer of the Fiscal
Agent, but it shall not be necessary that the same officer sign
the certificate of authentication on all of the Bonds that may
be issued hereunder.
Section 9. Registration and Exchange of Bonds. The Bonds
shall be issued only in fully registered form. Fully
registered Bonds may be exchanged for other Bonds of equal
aggregate denominations. Transfer of ownership of a Bond or
Bonds shall be made by exchanging the same for a new Bond or
Bonds. All exchanges shall be made in such a manner and upon
such reasonable terms and conditions as may be determined and
prescribed by the Agency. The person, firm or corporation
requesting the exchange shall pay any costs or charges in
connection with the exchange as are established by the Fiscal
Agent, in addition to paying any tax or governmental charge
that may be imposed in connection with the exchange. Each Bond
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issued pursuant to this Resolution shall be of a denomination
which is $5,000 or a whole multiple thereof and shall be of the
same issue.
Section lO. Bond Register. The Fiscal Agent will keep at
its principal office in the City of Los Angeles, California, or
at such other place in California as the Agency may approve,
sufficient books for the registration and transfer of the
Bonds. The books shall at all times be open to inspection by
the Bond Insurer and the Agency; and, upon presentation for
such purpose, the Fiscal Agent shall under such reasonable
regulations as it may prescribe, register or transfer, or cause
to be registered or transferred, on the register, the Bonds as
hereinbefore provided.
Section ll. Call and Redemption and Purchase of Bonds
Prior to Maturity. The Bonds maturing on or before January 1,
1994, are not subject to call and redemption prior to maturity.
A. Optional Redemption. The Bonds maturing on or
after January l, 1995, may be called before maturity and
redeemed at the option of the Agency, in whole from the
proceeds of refunding bonds and other available funds, or in
whole or in part from any other source of funds, on July 1,
1994 or on any interest payment date thereafter, prior to
maturity, in inverse order of maturity and by lot within any
maturity. The interest payment date on which Bonds are to be
presented for redemption is sometimes referred to as the
"redemption date." Bonds called for redemption shall be
redeemed at the redemption prices (expressed as a percentage of
the principal amount of Bonds to be redeemed) plus accrued
interest to the redemption date,as shown in the following table:
Redemption Dates
Redemption Price
July 1,
July 1,
July 1,
July 1,
July 1,
or January 1, 1994
or January 1, 1995
or January 1, 1996
or January 1, 1997
and thereafter
l02 %
10ll/2%
10l %
100 l/2%
100 %
1994
1995
1996
1997
1998
B. Special Early Red~mption. The Special Term Bonds
are subject to special early redemption in whole or in part, by
lot at a redemption price of lOO% of the principal amount
thereof plus accrued interest to the redemption date without
premium, (i) on January l, 1989 to the extent of any moneys
remaining in the Escrowed Proceeds Fund; (ii) on any interest
payment date prior to January l, 1989 in the event that state
law is modified to alter the generation of Pledged Tax Revenues
in a manner that lowers Pledged Tax Revenues to the level that
the Agency and Fiscal Agent determine will prohibit the transfer
of all funds from the Escrowed Proceeds Fund; and (iii) on the
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interest payment date next succeeding the date the Fiscal Agent
determines that current market conditions prohibit the
investment of all or a portion of the proceeds remaining in the
Escrowed Proceeds Fund at a rate at least equal to the true
interest rate on the Special Term Bonds.
For the purpose of selecting Bonds by lot, Bonds in
excess of $5,000 will be assigned a separate number for each
$5,000 of principal they represent.
C. Sinking Account Redemption. The Term Bonds
maturing on January 1, 2013 shall be subject to minimum sinking
fund redemptions at a redemption price equal to lOO% of the
principal amount thereof, plus accrued interest, if any, to the
redemption date without premium, on January 1 in each of the
following years and amounts:
Principal Principal
Year Amount Year Amount
2001 $235,000 2008 $475,000
2002 260,000 2009 525,000
2003 285,000 20l0 580,000
. 2004 3l5,000 2011 640,000
2005 350,000 2012 710,000
2006 385,000 2013 785,000
2007 425,000
The Special Term Bonds maturing on January 1, 20l4
shall be subject to minimum sinking fund redemptions at a
redemption price equal to lOO% of the principal amount thereof,
plus accrued interest, if any, to the redemption date without
premium, on January 1 in each of the following years and
amounts:
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Principal Principal
Year Amount Year Amount
2001 $275,000 2008 $ 560,000
2002 305,000 2009 620,000
2003 340,000 20l0 690,000
2004 375,000 2011 765,000
2005 415,000 2012 845,000
2006 460,000 2013 935,000
2007 5l0,000 2014 1,905,000
D. Call and Redemption; Notice of Redemption. The
Agency may (and, if required by Section 15 hereof, shall) by
resolution direct the call and redemption prior to maturity of
Bonds by the Fiscal Agent pursuant to Section llA hereof in
such amounts as there are funds available for use in redemption
and shall give notice to the Fiscal Agent of the redemption at
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least thirty (30) days prior to the redemption date. Notice
such notice shall be required with respect to redemption
pursuant to Sections llB or llC hereof.
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Notice of redemption prior to maturity shall be given
by first class mailing, postage prepaid not less than ten (10)
nor more than sixty (60) days prior to the redemption date, (i)
to the original purchaser(s) of the Bonds (in the case of a
syndicate, to the manager thereof), and (ii) to the registered
owner of each such Bond at the address shown on the
registration books of the Fiscal Agent. Neither the failure to
receive such notice nor any inmaterial defect in any notice
mailed shall affect the sufficiency of the proceedings for the
redemption of any Bonds. The notice of redemption shall (a)
state the redemption date; (b) state the redemption price; (c)
state the numbers of the Bonds to be redeemed; provided,
however, that whenever any call for redemption includes all of
the outstanding Bonds, the numbers of the Bonds need not be
stated; (d) state, as to any Bonds redeemed in part only, the
Registered Bond numbers and the principal portion thereof to be
redeemed; and (e) state that interest on the principal portion
of the Bonds designated for redemption shall cease to accrue
from and after the redemption date and that on the redemption
date there shall become due and payable on each of such Bonds
the redemption price for each Bond.
The actual receipt by the Owner of any Bond of notice
of redemption shall not be a condition precedent to redemption,
and failure to receive notice shall not affect the validity of
the proceedings for the redemption of the Bonds or the
cessation of interest on the redemption date. Notice of
redemption of Bonds shall be given by the Fiscal Agent and on
behalf of the Agency at the expense of the Agency.
A certificate by the Fiscal Agent that notice of
redemption has been given in accordance with this Resolution
shall be conclusive as against all parties, and no Bondholder
whose Bond is called for redemption may object to the
redemption or the cessation of interest on the redemption date
by claiming or showing that he failed to receive actual notice
of call and redemption.
.
D. Redemption Fund. Prior to the mailing of notice
as required above, the Fiscal Agent shall establish, maintain
and hold in trust a separate fund which is hereby created for
the purpose of this Resolution entitled "City of Santa Ana
Community Redevelopment Agency, South Main Street Redevelopment
Project Tax Allocation Bonds, 1984, Redemption Fund"
(hereinafter referred to as the "Redemption Fund"). There
shall be set aside in the Redemption Fund prior to mailing
notice of optional or mandatory redemption, moneys for the
purpose of and sufficient to redeem, at the premiums, if any,
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payable as provided in this Resolution, the Bonds designated in
the notice of redemption. The moneys must be set aside in the
Fund solely for that purpose and shall be applied on or after
the redemption date to the payment (principal and premium, if
any) of the Bonds to be redeemed upon presentation and
surrender of the Bonds. In the event moneys transferred to the
Redemption Fund from the Escrowed Proceeds Fund exceed the
amount required to redeem the Special Term Bonds, such monies
shall be transferred to the Special Fund.
E. Partial Redemption of Bonds. Upon surrender of
any Bond redeemed in part only, the Agency shall execute and
the Fiscal Agent shall authenticate and deliver to the
registered owner, at the expense of the Agency, a new Bond or
Bonds of authorized denominations equal in aggregate principal
amount to the unredeemed portion of the Bond surrendered and of
the same interest rate and same maturity. The registered owner
of any Bond may, in lieu of surrendering the Bond for a new
Bond, endorse on the reverse of the Bond a notation of such
partial redemption. The endorsement shall be in a form
satisfactory to the Agency and the Fiscal Agent and under such
conditions as required by the Fiscal Agent. A partial
redemption shall be valid upon payment of the amount required
to be paid to the registered owner, and the Agency and the
Fiscal Agent shall be released and discharged from all
liability to the extent of such payment irrespective of whether
the endorsement of partial redemption shall or shall not have
been made upon the reverse of the Bond by the registered owner
and irrespective of any error or omission in the endorsement.
F. Effect of Redemption. Notice of redemption
having been duly given as provided above, and moneys for
payment of the principal of, premium, if any, and interest
payable upon redemption of the Bonds being set aside as
provided above, the Bonds, or parts thereof, called for
redemption shall, on the redemption date, become due and
payable at the redemption price specified in the notice.
Interest on the Bonds, or parts thereof, as the case may be,
called for redemption shall cease to accrue. The Bonds, or
parts thereof redeemed, shall cease to be entitled to any lien,
benefit or security under this Resolution, and the Owners of
the Bonds shall have no rights except to receive payment of the
redemption price, and, in the case of partial redemption of
Bonds, also to receive a new Bond or Bonds for the unredeemed
balance as provided above.
G. Purchase of Bonds. In lieu of redemption or
otherwise, the Fiscal Agent, on behalf of the Agency, is hereby
authorized to purchase Bonds on the open market at any time at
a price not to exceed the principal amount of the Bonds plus
the applicable premium and accrued interest, if any, to the
date of purchase plus brokerage fees, if any.
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Section l2. Funds. There is hereby created with the
Treasurer a special trust fund called the "South Main Street
Redevelopment Project Redevelopment Fund" (hereinafter
sometimes called the "Redevelopment Fund"). There is hereby
created with the Fiscal Agent a special trust fund called the
"South Main Street Redevelopment Project Special Fund" with
special trust accounts contained therein known as the "Interest
Account", "Principal Account", and the "Reserve Account."
There is hereby created with the Fiscal Agent a special trust
fund called the "Escrowed Proceeds Fund."
So long as any of the Bonds, or any interest on them,
remain unpaid by the Agency, the moneys in the foregoing Funds
shall be used for no purposes other than those required or
permitted by this Resolution and the Law.
Section 13. Sale of Bonds; Disposition of Bond Proceeds;
Redevelopment Fund. The Agency may provide by resolution for
the sale of the Bonds in the manner provided by the Law.
.
A. Upon the delivery of the Bonds to the purchasers,
the Fiscal Agent, on behalf of the Agency, shall receive the
proceeds from the sale of the Bonds, and shall dispose of the
proceeds and moneys as follows:
(1) Deposit in the Interest Account accrued interest
and premium, if any, paid by the purchasers of the Bonds;
plus an amount which when added to the sum of the accrued
interest and premium, if any and anticipated investment
earnings on the total amount deposited in the Interest
Account will equal the interest due on the Bonds on July 1,
1985 net of that portion of interest due on monies
deposited in the Escrowed Proceeds Fund;
(2) Deposit in the Reserve Account a sum equal to the
Reserve Requirement net of the anticipated investment
earnings in the amount deposited through January l, 1985
and net of an amount equal to debt service attributable to
monies deposited in the Escrowed Proceeds Fund;
(3) Pay the necessary expenses, including bond
insurance premiums, if any, in connection with the issuance
and sale of the Bonds and fees of the Fiscal Agent and
Paying Agents;
.
(4) Deposit in the Escrowed Proceeds Fund the sum of
$9,000,000.
(5) After making the above deposits, the balance of
the proceeds from the sale of the Bonds shall be
transferred to the Treasurer who shall place the same in
the Redevelopment Fund.
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B. The moneys set aside in the Escrowed Proceeds
Fund shall be transferred to the Redevelopment Fund from time
to time upon receipt by the Fiscal Agent of a certificate or
opinion of an Independent Financial Consultant that Pledged Tax
Revenues received by the Agency on or before July 30 of the
year, next preceding the date of such transfer was at least
equal to l.25 times the current year debt service on the Bonds
less the current year debt service on that portion of the Bonds
which will remain in the Escrowed Proceeds Fund immediately
following any such transfer. Any moneys remaining in the
Escrowed Proceeds Fund on November 1, 1989 shall be transferred
to the Redemption Fund and applied to the redemption of Special
Term Bonds of 2014 pursuant to Section lIB.
C. The moneys set aside in the Redevelopment
shall remain there until from time to time expended for
purpose of financing a portion of the costs of the
Redevelopment Project and other related costs, and also
including in such costs:
Fund
the
(1) The payment of an amount of money in lieu of
taxes as authorized by Section 33401 of the Law in any year
during which the Agency owns property in the Redevelopment
Project Area, to any city, county, city and county,
district or other public corporation which would have
levied a tax upon such property had it not been exempt;
(2) The cost of any lawful activities in connection
with the implementation of the Redevelopment Project Area,
including, without limitation, those activities authorized
by Section 33445 of the Law; and
(3) The necessary expenses in connection with the
issuance and sale of the Bonds and fees of the Fiscal Agent
and Paying Agents not otherwise paid under paragraph A
above.
If any sum remains in the Redevelopment Fund after the
full accomplishment of the objects and purposes for which the
Bonds were issued, that sum shall be transferred to the Special
Fund. Moreover, all interest and income earned from the
Redevelopment Fund on or prior to the date established by
resolution of the Agency shall be retained therein.
All of the above uses constitute a "redevelopment
activity" as that term is defined in Health and Safety Code
Section 33678.
Section l4. Tax Revenues. As provided in the
Redevelopment Plan, pursuant to Article 6 of the Law and
Section 16 of Article XVI of the Constitution of the State of
California, taxes levied upon taxable property in the
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Redevelopment Project Area each year by or for the benefit of
the State of California, any city, county, city and county,
district, or other public corporation (herein sometimes
collectively called "taxing agencies") after the effective date
of the Ordinance approving the Redevelopment Plan (being
Ordinance No. NS1639 of the City of Santa Ana, which became
effective on July 6, 1982 shall be divided as follows:
(a) That portion of the taxes which would be produced
by the rate upon which the tax is levied each year by or
for each of the taxing agencies upon the total sum of the
assessed value of the taxable property in the Redevelopment
Project Area as shown upon the assessment roll used in
connection with the taxation of such property by such
taxing agency last equalized prior to the effective date of
the Ordinance adopting the Plan shall be allocated to and
when collected shall be paid into the funds of the
respective taxing agencies as taxes by or for the taxing
agencies on all other property are paid; and
.
(b) That portion of the levied taxes each year in
excess of such amount shall be allocated to and when
collected shall be paid into the Special Fund of the
Agency. This portion of the levied taxes (plus State
reimbursed amounts for certain property tax exemptions
including but not limited to those related to business
inventory and homeowners exemptions, to the extent
received), are herein referred to as "Pledged Tax
Revenues," Provided, however, Pledged Tax Revenues shall
not include that portion of taxes allocated to and received
by the Agency for deposit in the low and moderate income
housing fund required by Section 17 of the Redevelopment
Plan and Section 33334.2 of the Law; 20% of the tax
revenues to be deposited in the Main Street Improvement Set
Aside Fund; and 6% of the above tax revenues which are
required to be passed through to certain taxing entities.
The foregoing provisions of this Section are a portion
of the provisions of Article 6 of the Law as applied to the
Bonds and shall be interpreted in accordance with Article 6,
and the further provisions and definitions contained in
Article 6 are incorporated by reference herein and shall apply.
.
The Pledged Tax Revenues received by the Agency on or
after the date of issue of the Bonds are hereby irrevocably
pledged to the payment of the principal of, premium, if any,
and interest on the Bonds, and until all of the Bonds and all
interest thereon, have been paid (or until moneys for that
purpose have been irrevocably set aside), the Pledged Tax
Revenues (subject to the exception set forth in Section 15(d»)
shall be applied solely to the payment of the Bonds plus
premium if any, and the interest thereon as provided in this
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Resolution. This allocation and pledge is for the exclusive
benefit of the Owners of the Bonds and shall be irrevocable.
.
Section 33645 of the Health and Safety Code provides,
in applicable part as follows: "The resolution, trust
indenture, or mortgage shall provide that tax increment funds
allocated to an agency pursuant to Section 33670 shall not be
payable to a trustee on account of any issued bonds when
sufficient funds have been placed with the trustee to redeem
all outstanding bonds of the issue." This Resolution is
intended to comply with the above quoted provision and shall be
so construed.
.
Section l5. Special Fund. The Agency shall payor cause
to be paid to the Fiscal Agent for deposit in the Special Fund
in accordance with this Section all Pledged Tax Revenues and
other moneys identified herein, and the Agency will, so far as
permitted by law, authorize and direct the payment of the
Pledged Tax Revenues by the respective taxing entities directly
to the Fiscal Agent. The interest on the Bonds until maturity
shall be paid by the Fiscal Agent from the Special Fund. At
the maturity of any of the Bonds, and, after all interest then
due on the Bonds then outstanding has been paid or provided
for, moneys in the Special Fund shall be applied to the payment
of the principal of any of such Bonds.
Without limiting the generality of the foregoing and
for the purpose of assuring that the payments referred to above
will be made as scheduled, the Pledged Tax Revenues accumulated
in the Special Fund shall be used in the following priority;
provided, however, to the extent that deposits have been made
in any of the Funds referred to below from the proceeds of the
sale of the Bonds or otherwise, the deposits below need not be
made:
(a) Interest Account. Deposits shall be made into
the Interest Account so that the balance in the Account on
each interest payment date shall be equal to interest due
on the then outstanding Bonds on such interest payment date
and on the next succeeding interest payment date. Moneys
in the Interest Account shall be used for the payment of
interest on the Bonds as interest becomes due, including
accrued interest on any Bonds purchased or redeemed prior
to maturity.
.
(b) Principal Account. After the deposits have been
made pursuant to subparagraph (a) above, deposits shall
next be made into the Principal Account so that the balance
in the Account on or prior to each January 1 is equal to
the principal coming due on such date on the then
outstanding serial Bonds or the amount of the mandatory
Sinking Account ayments due on such date. All monies in
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the Principal Account shall be used and withdrawn by the
Fiscal Agent solely for the purpose of paying principal and
Sinking Account installments on the Bonds as they shall
become due and payable.
(c) Reserve Account. After deposits have been made
pursuant to subparagraphs (a) and (b) above, deposits shall
be made to the Reserve Account if necessary, in order to
cause the amount on deposit therein to equal the Reserve
Requirement. Moneys in the Reserve Account shall be
transferred to the Interest Account or Principal Account to
pay interest on and principal of the Bonds either (i) as it
becomes due to the extent Pledged Tax Revenues are
insufficient therefor or (ii) at the final maturity of the
Bonds. Any portion of the Reserve Account which is in
excess of the Reserve Requirement shall be transferred at
least semiannually to the Interest Account.
.
(d) Surplus. It is the intent of this Resolution:
(i) that the deposits in subparagraphs (a) and (b) above to
the Interest Account and the Principal Account,
respectively, shall be made as scheduled, and (ii) that the
deposits in subparagraph (c) above to the Reserve Account
shall be made as necessary to maintain a balance equal to
the Reserve Requirement, if and only if the Pledged Tax
Revenues are sufficient therefor. Should it be necessary
to defer all or part of any deposits referred to in
subparagraph (c) above, such deferred deposits shall be
cumulative and shall be made when the Pledged Tax Revenues
are sufficient to make the deposits required by
subparagraphs (a) and (b) and thereafter make the deposits
required by subparagraph (c).
.
If: (i) the above transfers have been made so that the
required amounts as of that time are in the above mentioned
Accounts, and (ii) the Pledged Tax Revenues to be received
by the Agency on or before July 30 of each year, based upon
the most recent assessed valuation of taxable property in
the Redevelopment Project Area, furnished by the
appropriate officer of the County of Orange are at least
equal to 1.20 times the Maximum Annual Debt Service on all
Bonds, Parity Bonds and any loans, advances or indebtedness
payable from Pledged Tax Revenues on a parity with the
Bonds pursuant to Section 33670 of the Law, as shown by the
certificate or opinion of an Independent Financial
Consultant employed by the Agency, and (iii) there has been
no material change in the status of the Redevelopment
Project which in the opinion of an Independent
Redevelopment Consultant, said opinion having been filed
with the Fiscal Agent, would be likely to result in
diminution of increment in the succeeding fiscal year, any
balances in the Special Fund may be used and applied by the
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Agency for any lawful purpose, including without
limitation, the purchase and/or call and redemption of
Bonds and Parity Bonds.
Section l6. Deposit and Investment of Moneys in Funds.
Subject to the provisions of Covenant 9 of Section l8 hereof,
all moneys held by the Agency in the Redevelopment Fund and by
the Fiscal Agent in the Special Fund, except such moneys which
are at the time invested in obligations in which the Agency is
authorized to make investments, shall be held in time or demand
deposits in any bank or trust company authorized to accept
deposits of public funds (including the banking department of
the Fiscal Agent) and all of such deposits shall be secured at
all times by bonds or other obligations which are authorized by
law as security for public deposits, of a market value at least
equal to the amount required by law.
.
Moneys in the Redevelopment Fund shall from time to
time be invested by the Agency, and moneys in the Special Fund
may be invested by the Fiscal Agent and upon request of the
Agency shall be invested in Federal Securities or negotiable
certificates of deposit issued by a nationally or state
chartered bank or savings and loan association, subject to the
following restrictions:
(a) Moneys in the Redevelopment Fund shall be
invested only in obligations which will by their terms
mature not later than the date the Agency estimates the
moneys represented by the particular investment will be
needed for withdrawal from the Fund.
(b) Moneys in the Interest and Principal Account of
the Special Fund shall be invested only in obligations
which will by their terms mature on such dates as to ensure
that before each interest and principal payment date, there
will be in such Account, from matured obligations and other
moneys already in such Account, cash equal to the interest
and principal, payable on such payment date.
(c) Moneys in the Reserve Account shall be invested
in obligations which will by their terms mature on or
before the date of the final maturity of the Bonds.
.
(d) Moneys in the Escrowed Proceeds Fund shall be
invested in Federal Securities which mature on before
January l, 1987. Any monies remaining in the Escrowed
Proceeds Fund after January 1, 1987 must be invested in
State and Local Government Series restricted yield
investments at a rate equal to the yield on the Special
Term Bonds which shall mature not later than January 1,
1989 or the monies must be used to redeem the Special Term
Bonds.
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Except as otherwise provided in Section l3 hereof,
obligations purchased as an investment of moneys in any of the
Funds or Accounts shall be deemed at all times to be a part of
such respective Fund or Account and the interest accruing
thereon and any gain realized from an investment shall be
credited to such Fund or Account and any loss resulting from
any authorized investment shall be charged to such Fund or
Account without liability to the Agency or the members and
officers thereof or to the Fiscal Agent. The Agency or the
Fiscal Agent, as the case may be, shall sell at the best price
obtainable or present for redemption any obligation purchased
whenever it shall be necessary to do so in order to provide
moneys to meet any payment or transfer from such Fund as
required by this Resolution. The investment constituting a
part of the Fund shall be valued at the then estimated or
appraised market value of the investment or face amount
thereof, whichever is lower; provided, however, that
investments in the Interest Account and the Principal Account
shall be valued at the face amount thereof. All interest
earnings received on any monies invested in the Interest
Account, Principal Account or Reserve Account, to the extent
they exceed the amount required to be in such account, shall be
transferred to the Special Fund. All interest earnings on
monies invested in the Redevelopment Fund shall be retained in
such fund and applied to the costs of the Project.
Section 17. Issuance of Parity Bonds. If at any time
the Agency determines it needs to do so, the Agency may provide
for the issuance of, and sell, Parity Bonds in such principal
amounts as it estimates will be needed. The issuance and sale
of any Parity Bonds shall be subject to the following
conditions precedent:
(a) The Agency shall be in compliance with all
covenants in this Resolution;
(b) The Parity Bonds shall be on such terms and
conditions as may be set forth in a supplemental
resolution, which shall provide for (i) bonds substantially
in accordance with the Resolution, (ii) the deposit of
moneys into the Reserve Account in an amount sufficient,
together with the balance of the Reserve Account, to equal
the Maximum Annual Debt Service on all Bonds expected to be
outstanding including the outstanding Bonds and Parity
Bonds, (iii) the disposition of Surplus Pledged Tax
Revenues in substantially the same manner as Section 15(d)
and (e) hereof;
(c) Receipt of a certificate or opinion of an
Independent Financial Consultant showing:
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(i) For the current and each future Bond year
the debt service for each such Bond year with respect
to all Bonds and Parity Bonds reasonably expected to
be outstanding following the issuance of the Parity
Bonds;
(ii) For the then current Bond year, the Pledged
Tax Revenues to be received by the Agency based upon
the most recent assessed valuation of taxable property
in the Project Area certified by the appropriate
officer of the County of Orange (and exclusive of any
anticipated business inventory subvention revenues);
and
(iii) That for the fiscal year next preceding the
date of adoption by the Agency of a supplemental
resolution providing for the issuance of Parity Bonds,
the Pledged Tax Revenues referred to in item (ii) were
at least equal to l.25 times the maximum annual debt
service referred to in item (i) above, and that the
Agency is entitled under the Law and the Redevelopment
Plan to receive taxes under Section 33670 of the Law
in an amount sufficient to meet expected debt service
with respect to all Bonds and Parity Bonds.
(d) The Parity Bonds shall mature on and interest
shall be payable on the same dates as the Bonds.
If the Parity Bonds are to be applied under Section 33334.2
of the Law, Pledged Tax Revenues shall include that portion
of taxes allocated under Section 33670 of the Law for
payment of the Parity Bonds which are required to be set
aside under Section 33334.2.
Section l8. Covenants of the Agency. As long as the
Bonds are outstanding and unpaid, the Agency shall (through its
proper members, officers, agents or employees) faithfully
perform and abide by all of the covenants, undertakings and
provisions contained in this Resolution or in any Bond issued
hereunder, including the following covenants and agreements for
the benefit of the Bondholders which are necessary, convenient
and desirable to secure the Bonds and will tend to make them
more marketable; provided, however, that the Covenants do not
require the Agency to expend any funds other than the Pledged
Tax Revenues:
Covenant l. Complete Redevelopment Project;
Amendment to Redevelopment Plan. The Agency covenants and
agrees that it will diligently carry out and continue to
completion in a sound and economical manner, with all
practicable dispatch, the Redevelopment Project in accordance
with its duty to do so under and in accordance with the Law and
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the Redevelopment Plan. The Redevelopment Plan may be amended
as provided in the Law but no amendment shall be made unless it
will not substantially impair the security of the Bonds or the
rights of the Bondholders, as shown by an Opinion of Counsel
addressed to the Agency, Fiscal Agent and Bond Insurer, based
upon a certificate or opinion of an Independent Financial
Consultant appointed by the Agency and unless the Bond Insurer
shall have consented thereto in writing.
Covenant 2. Use of Proceeds, Management and
Operation of Properties. The Agency covenants and agrees that
the proceeds of the sale of ~he Bonds will be deposited and
used as provided in this Resolution and that it will manage and
operate all properties owned by it comprising any part of the
Redevelopment Project Area in a sound and businesslike manner.
Covenant 3. No Priority. The Agency covenants and
agrees that it will not issue any obligations payable, either
as to principal or interest, from the Pledged Tax Revenues
which have any lien upon the Pledged Tax Revenues prior or
superior to the lien of the Bonds herein authorized. Except as
permitted by Section l7 hereof, it will not issue any
obligations, payable as to principal or interest, from the
Pledged Tax Revenues, which have any lien upon the Pledged Tax
Revenues on a parity with the Bonds authorized herein.
Notwithstanding the foregoing, nothing in this Resolution shall
prevent the Agency (i) from issuing and selling pursuant to
law, refunding obligations payable from and having any lawful
lien upon the Pledged Tax Revenues, if such refunding
obligations are issued for the purpose of, and are sufficient
for the purpose of, refunding all of the outstanding Bonds or
Parity Bonds, or (ii) from issuing and selling obligations
which have, or purport to have, any lien upon the Pledged Tax
Revenues which is junior to the Bonds, or (iii) from issuing
and selling bonds or other obligations which are payable in
whole or in part from sources other than the Pledged Tax
Revenues. As used herein "obligations" shall include, without
limitation, bonds, notes, interim certificates, debentures or
other obligations.
Covenant 4. Punctual Payment. The Agency covenants
and agrees that it will duly and punctually payor cause to be
paid the principal of and interest on each of the Bonds on the
date, at the place and in the manner provided in the Bonds.
Covenant 5. Payment of Taxes and Other Charges.
The Agency covenants and agrees that it will from time to time
pay and discharge, or cause to be paid and discharged, all
payments in lieu of taxes, service charges, assessments or
other governmental charges which may lawfully be imposed upon
the Agency or any of the properties then owned by it in the
Redevelopment Project Area, or upon the revenues and income
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therefrom, and will pay all lawful claims for labor, materials
and supplies which if unpaid might become a lien or charge upon
any of the properties, revenues or income or which might impair
the security of the Bonds or the use of Pledged Tax Revenues or
other legally available funds to pay the principal of and
interest on the Bonds, all to the end that the priority and
security of the Bonds shall be preserved; provided, however,
that nothing in this covenant shall require the Agency to make
any such payment so long as the Agency in good faith shall
contest the validity of the payment.
Covenant 6. Books and Accounts; Financial
Statements. The Agency covenants and agrees that it will at
all times keep, or cause to be kept, proper and current books
and accounts (separate from all other records and accounts) in
which complete and accurate entries shall be made of all
transactions relating to the Redevelopment Project and the Tax
Revenues and other funds relating to the Project. The Agency
will prepare within one hundred and eighty (l80) days after the
close of each of its fiscal years a complete financial
statement or statements for the year, in reasonable detail
covering the Redevelopment Project Pledged Tax Revenues and
other funds, accompanied by an opinion of an Independent
Certified Public Accountant appointed by the Agency, and will
furnish a copy of the statement or statements to the Fiscal
Agent, and any rating agency which maintains a rating on the
Bonds, and, upon written request, to any Bondholder.
Covenant 7. Eminent Domain Proceeds. The Agency
covenants and agrees that if all or any part of the
Redevelopment Project Area should be taken from it without its
consent, by eminent domain proceedings or other proceedings
authorized by law, for any public or other use under which the
property will be tax exempt, it shall take all steps necessary
to adjust accordingly the base roll of the Project Area.
Covenant 8. Disposition of Property. The Agency
covenants and agrees that it will not dispose of more than ten
percent (10%) of the land area in the Redevelopment Project
Area (except property shown in the Redevelopment Plan in effect
on the date this Resolution is adopted as planned for public
use, or property to be used for public streets, public
off street parking, sewage facilities, parks, easements or
right-of-way for public utilities, or other similar uses) to
public bodies or other persons or entities whose property is
tax exempt, unless such disposition will not result in the
security of the Bonds or the rights of Bondholders being
substantially impaired, as shown by an Opinion of Counsel
addressed to the Agency, the Fiscal Agent and the Bond Insurer,
based upon the certificate or opinion of an Independent
Financial Consultant appointed by the Agency.
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Covenant 9. Protection of Security and Rights of
Bondholders; No Arbitrage. The Agency covenants and agrees to
preserve and protect the security of the Bonds and the rights
of the Bondholders and to contest by court action or otherwise
(a) the assertion by any officer of any government unit or any
other person whatsoever against the Agency that (i) the Law is
unconstitutional or (ii) that the Pledged Tax Revenues pledged
hereunder cannot be paid to the Agency for the debt service on
the Bonds, or (b) any other action affecting the validity of
the Bonds or diluting the security therefor, or (c) any
assertion by the United States of America or any department or
agency thereof or any other person that the interest received
by the Bondholders is taxable under federal income tax laws by
reason of any action of the Agency. The Agency covenants and
agrees to take no action which, in the Opinion of Counsel would
result in (a) the Pledged Tax Revenues being withheld unless
the withholding is being contested in good faith, and (b) the
interest received by the Bondholders becoming taxable under
federal income tax laws. The Agency covenants and agrees that
it will make no use of the proceeds of the Bonds at any time
during the term thereof which will cause the Bonds to be
"arbitrage bonds" within the meaning of Section 103(c) of the
United States Internal Revenue Code of 1954, as amended, and
applicable regulations adopted thereunder by the Internal
Revenue Service, and the Agency hereby assumes the obligation
to comply with Section l03(c) and the regulations throughout
the term of the Bonds.
Section 19. Taxation of Leased Property. Whenever any
property in the Redevelopment Project Area has been redeveloped
and thereafter is leased by the Agency to any person or persons
(other than a public agency), or whenever the Agency leases
real property in the Redevelopment Project Area to any person
or persons (other than a public agency) for redevelopment, the
property shall be assessed and taxed in the same manner as
privately owned property, as required by Section 33673 of the
Law, and the lease or contract shall provide (a) that the
lessee shall pay taxes upon the assessed value of the entire
property and not merely upon the assessed value of his or its
leasehold interest, and (b) that if for any reason the taxes
levied on the property in any year during the term of the lease
or contract are less than the taxes which would have been
levied if the entire property had been assessed and taxed in
the same manner as privately owned property, the lessee shall
pay such difference to the Agency within thirty (30) days after
the taxes for the year become payable to the taxing agencies
and in no event later than the delinquency date of such taxes
established by law. All such payments shall be treated as
Pledged Tax Revenues, and when received by the Agency shall be
used as provided herein.
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Section 20. Fiscal Agent and Paying Agents. The Agency
will appoint a national or state banking association, as Fiscal
Agent hereunder, to act as the agent, trustee and depositary of
the Agency for the purpose of receiving Pledged Tax Revenues
and other funds in trust as provided in this Resolution, to
hold, allocate, use and apply the Pledged Tax Revenues and
other funds in trust as provided in this Resolution, and to
perform the other duties and powers of the Fiscal Agent as are
prescribed in this Resolution.
The Agency may remove the Fiscal Agent initially
appointed, or any successor, and shall forthwith appoint a
successor thereto, with written notice to the Bond Insurer, but
any successor shall be a bank or trust company doing business
and having an office in the City of Los Angeles, having a
combined capital and surplus of at least $50,000,000. The
Fiscal Agent or any substituted Fiscal Agent may at any time
resign by filing written notice thereof with the Agency and the
Bond Insurer. Upon a resignation in writing, the Agency shall
forthwith appoint a substitute Fiscal Agent with notice to the
Bond Insurer, and the resignation shall become effective upon
appointment. In the event that the Fiscal Agent or any
successor becomes incapable of acting as such, the Agency shall
forthwith appoint a substitute Fiscal Agent. Any bank or trust
company into which the Fiscal Agent may be merged or with which
it may be consolidated shall become the Fiscal Agent without
action of the Agency. The Fiscal Agent may become the owner of
any of the Bonds authorized by this Resolution with the same
rights it would have had if it were not the Fiscal Agent.
The Fiscal Agent shall have no duty or obligation to
enforce the collection of or to exercise diligence in the
enforcement of the collection of funds assigned to it
hereunder, or as to the correctness of any amounts received,
but its liability shall be limited to the proper accounting for
the funds that it actually receives.
The recitals of fact and all promises, covenants and
agreements herein and in the Bonds shall be taken as
statements, promises, covenants and agreements of the Agency,
and the Fiscal Agent assumes no responsibility for the
correctness of them, and makes no representations as to the
validity or sufficiency of this Resolution or of the Bonds, and
shall incur no reponsibility in respect thereof, other than in
connection with the duties or obligations herein or in the
Bonds assigned to or imposed upon the Fiscal Agent. The Fiscal
Agent shall not be liable in connection with the performance of
its duties hereunder, except for its own negligence or default.
The Agency may provide through the Fiscal Agent,
during the life of the Bonds, for Paying Agents, (in Chicago,
Illinois, and in New York, New York) at the office of which the
Bonds are payable at the option of the Owner.
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Section 2l. Lost, Stolen, Destroyed or Mutilated Bonds.
In the event that any Bond is lost, stolen, destroyed or
mutilated, the Agency will cause to be issued a new Bond(s) on
reasonable terms and conditions, including the payment of costs
and the posting of a surety bond if the Agency deems a surety
bond necessary, as may from time to time be determined and
prescribed by resolution. The Agency may authorize the new
Bond to be signed and authenticated in a manner as it
determines in the resolution.
Section 22. Cancellation of Bonds. All Bonds
surrendered to the Fiscal Agent or any Paying Agent for payment
at maturity or, in the case of call and redemption prior to
maturity, at the redemption date, shall upon payment therefor
be cancelled immediately and transmitted to the Treasurer or
destroyed by the Fiscal Agent at the direction of the Agency,
If Bonds are destroyed a certificate of destruction shall
forthwith be transmitted to the Treasurer. Any Bonds purchased
by the Fiscal Agent shall be cancelled immediately and
transmitted to the Treasurer or destroyed. All of the
cancelled Bonds not destroyed shall remain in the custody of
the Treasurer until destroyed pursuant to due authorization.
Section 23. Amendments. This Resolution, and the rights
and obligations of the Agency and of the Owners of the Bonds
may be modified or amended at any time by supplemental
resolution adopted by the Agency: (a) without the consent of
Bondholders, if the modification or amendment is for the
purpose of adding covenants and agreements further to secure
Bond payment, to prescribe further limitations and restrictions
on Bond issuance, to surrender rights or privileges of the
Agency, to make modifications not affecting any outstanding
series of Bonds only with the consent of the Fiscal Agent, for
the purpose of curing any ambiguities, defects or inconsistent
provisions in this Resolution or to insert such provisions
clarifying matters or questions arising under this Resolution
as are necessary and desirable to accomplish the same, provided
that the modifications or amendments do not adversely affect
the rights of the Owners of any outstanding Bonds; (b) for any
purpose with the written consent of the Bond Insurer or consent
of the Bondholders holding sixty percent (60%) in aggregate
principal amount of the outstanding Bonds, exclusive of Bonds,
if any, owned by the Agency or the City, and obtained as
hereinafter set forth; provided, however, that no modification
or amendment shall, without the express consent of the
registered owner of the Bond affected, reduce the principal
amount of any Bond, reduce the interest rate payable on it,
extend its maturity or the times for paying interest, change
the monetary medium in which principal and interest is payable,
or create a mortgage pledge or lien upon the revenues superior
to or on a parity with the pledge and lien created for the
Bonds and any Parity Bonds or reduce the percentage of consent
required for amendment or modification.
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Any act done pursuant to a modification or amendment
consented to by the Bondholders shall be binding upon the
Owners of all of the Bonds and shall not be deemed an
infringement of any of the provisions of this Resolution or of
the Law, whatever the character of the act may be, and may be
done and performed as fully and freely as if expressly
permitted by the terms of this Resolution, and after consent
has been given, no Bondholder, whether attached to a Bond or
detached therefrom, shall have any right or interest to object
to the action, to question its propriety or to enjoin or
restrain the Agency or its officers from taking any action
pursuant to a modification or amendment.
A. Calling Bondholders' Meeting. If the Agency
shall desire to obtain the Bondholders' consent, it shall duly
adopt a resolution calling a meeting of the Bondholders for the
purpose of considering the action for which consent is desired.
B. Notice of Meeting. Notice specifying the
purpose, place, date and hour of a Bondholders' meeting shall
be mailed postage prepaid, to the respective registered owners
at their addresses appearing on the bond register as maintained
by the Fiscal Agent. The notice shall be mailed not less than
sixty (60) days nor more than ninety (90) days prior to the
date fixed for the meeting, and said notice shall set forth the
nature of the proposed action for which consent is desired.
The place, date and hour of the meeting and the date or dates
of mailing the notice shall be determined by the Agency in its
discretion.
The actual receipt by any Bondholder of notice of any
Bondholders' meeting shall not be a condition precedent to the
holding of the meeting, and failure to receive notice shall not
affect the validity of the proceedings at the meeting. A
certificate by the Secretary of the Agency approved by
resolution of the Agency, that the meeting has been called and
that notice has been given as provided herein, shall be
conclusive as against all parties and no Bondholder shall have
the right to show that he failed to receive actual notice of
the meeting.
C. Voting Qualifications. The Fiscal Agent shall
prepare and deliver to the chairman of the meeting a statement
of the names and addresses of the registered owners of the
Bonds. This statement shall show maturities, serial numbers
and principal amounts so that voting qualifications can be
determined. No Bondholders shall be entitled to vote at the
meeting unless their names appear upon the statement. No
Bondholders shall be permitted to vote with respect to a larger
aggregate principal amount of Bonds than is set against their
names on the statement.
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D. Issuer-Owned Bonds. The Agency covenants that it
will present at the meeting a certificate, signed and verified
by one of its member and by the Treasurer, stating the serial
numbers, maturities and principal amounts of all Bonds owned
by, or held for account of, the Agency or the City, directly or
indirectly. No person shall be permitted at the meeting to
vote or consent with respect to any Bond appearing upon the
certificate, or any Bond which is established at or prior to
the meeting to be owned by the Agency or the City, directly or
indirectly, and no such Bond (in this Resolution referred to as
"issuer-owned Bonds") shall be counted in determining whether a
quorum is present at the meeting.
E. Quorum and Procedure. A representation of at
least sixty percent (60%) in aggregate principal amount of the
Bonds then outstanding (exclusive of issuer-owned Bonds, if
any) shall be necessary to constitute a quorum at any meeting
of Bondholders, but less than a quorum may adjourn the meeting
from time to time, and the meeting may be held as adjourned
without further notice, whether such adjournment shall have
been held by a quorum or by less than a quorum. The Agency
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 Bondholder shall be entitled to one vote for every
$5,000 principal amount of Bonds with respect to which he shall
be qualified to vote as set forth above, and the vote may be
given in person or by proxy duly appointed by an instrument in
writing presented at the meeting. The Agency and/or the Fiscal
Agent by their duly authorized representatives and counsel, may
attend any meeting of the Bondholders, but shall not be
required to do so.
F. Vote Required. At any Bondholders' meeting there
shall be submitted for the consideration and action of the
Bondholders a statement of the proposed action for which
consent is desired. If the action is consented to and approved
by Bondholders holding at least sixty percent (60%) in
aggregate principal amount of the Bonds then outstanding
(exclusive of issuer-owned Bonds), the chairman and secretary
of the meeting shall so certify in writing to the Agency. The
certificate shall constitute complete ev~dence of consent of
the Bondholders under the provisions of this Resolution. A
certificate signed and verified by the chairman and the
secretary of any Bondholders' meeting shall be conclusive
evidence and the only competent evidence of matters stated in
the certificate relating to proceedings taken at the meeting.
Section 24. Proceedings Constitute Contract; Events of
Default and Remedies of Bondholders. The provisions of this
Resolution, of the resolutions providing for the sale of the
Bonds and awarding the Bonds and fixing the interest rate or
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rates thereon, and of any other resolution supplementing or
amending this Resolution, shall constitute a contract between
the Agency, the Bond Insurer and the Bondholders. The
provisions of any amendment shall be enforceable by the Bond
Insurer and any Bondholder for the equal benefit and protection
of all Bondholders similarly situated by mandamus, accounting,
mandatory injunction or any other suit, action or proceeding at
law or in equity that is now or may hereafter be authorized
under the laws of the State of California in any court of
competent jurisdiction. This contract is made under and is to
be construed in accordance with the laws of the State of
California. The following provisions shall not limit the
generality of the foregoing.
A. Events of Default.
constitute an event of default:
Each of the following shall
(1) Default in the due and punctual payment by
the Agency of any installment of interest on any Bond
when the interest installment becomes due and payable;
(2) Default in the due and punctual payment by
the Agency of the principal and premium, if any, of
any Bond when the principal becomes due and payable,
whether at maturity, by declaration or otherwise;
(3) Default made by the Agency in the observance
of any of the covenants, agreements or conditions
contained in this Resolution or in the Bonds, where
the default continues for a period of thirty (30) days
following written notice to the Agency: or
(4) The Agency shall file a petition seeking
reorganization or arrangement under the federal
bankruptcy laws or any other applicable law of the
United States of America, or if a court of competent
jurisdiction shall approve a petition, filed with or
without the consent of the Agency, seeking
reorganization under the federal bankruptcy laws or
any other applicable law of the United States of
America, or if, under the provisions of any other law
for the relief or aid of debtors, any court of
competent jurisdiction shall assume custody or control
of the Agency or of the whole or any substantial part
of its property;
In each event of default described in (l) or (2) above
the Fiscal Agent shall, and in each case of default described
in (3) or (4) above, the Fiscal Agent shall upon written
request of the Bond Insurer or if requested by the owners of
not less than a majority of the aggregate principal amount of
the Bonds at the time outstanding (such request to be in
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writing to the Fiscal Agent and to the Agency) with the consent
of the Bond Insurer, declare the principal of all of the Bonds
then outstanding and the interest accrued thereon, to be due
and payable immediately; provided, however, if a policy of bond
insurance insuring the payments of principal and interest shall
be in force, and if the Agency and/or the insurer shall have
promptly paid Bond interest and principal when due, then no
such acceleration of maturities shall occur unless requested in
writing by the Bond Insurer. Upon any such declaration the
Bonds shall become and shall be immediately due and payable,
anything in this Resolution or in the Bonds to the contrary
notwithstanding.
The declaration may be rescinded by the Bond Insurer
if such declaration resulted from a request of the Bond Insurer
or otherwise by the owners of not less than a majority of the
Bonds then outstanding provided the Agency cures the default or
defaults and deposits with the Fiscal Agent a sum sufficient to
pay all principal on the Bonds matured prior to the declaration
and all matured installments of interest (if any) upon all the
Bonds, with interest at the rate of twelve percent (12%) per
annum on the overdue installments of principal and, to the
extent the payment of interest on interest is lawful at that
time, on such overdue installments of interest, so that the
Agency is currently in compliance with all payment, deposit and
transfer provisions of this Resolution, and any expenses
incurred by the Fiscal Agent in connection with the default.
B. Certain Remedies of Bondholders. Any Bondholder
or the Bond Insurer shall have the right, for the equal benefit
and protection of all Bondholders similarly situated--
(1) by mandamus, suit, action or proceeding, to
compel the Agency and its members, officers, agents or
employees to perform each and every term, provision
and convenant contained in this Resolution and in the
Bonds, and to require the carrying out of any or all
covenants and agreements of the Agency and the
fulfillment of all duties imposed upon it by the Law;
(2) by suit, action or proceeding in equity, to
enjoin any acts or things which are unlawful, or the
violation of any of the Bondholders' rights; or
(3) upon the happening of any event of default
(as defined in this Section), by suit, action or
proceeding in any court of competent jurisdiction, to
require the Agency and its members and employees to
account as if it and they were the trustees of an
express trust.
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C. Non-Waiver. Nothing in this Section or in any
other provisions of this Resolution, or in the Bonds, shall
affect or impair the obligation of the Agency, which is
absolute and unconditional, to pay the principal of and
interest on the Bonds to the respective Owners of the Bonds at
the respective dates of maturity from Pledged Tax Revenues, as
herein provided, or affect or impair the right, which is also
absolute and unconditional, of the Owners to institute suit to
enforce the payment by virtue of the contract embodied in the
Bonds.
No remedy conferred upon any Bondholder by the
Resolution is intended to be exclusive of any other remedy, but
each remedy is cumulative and in addition to every other remedy
and may be exercised without exhausting and without regard to
any other remedy conferred by the Law or any other law of the
State of California. No waiver of any default or breach of any
duty or contract by any Bondholder shall affect any subsequent
default or breach of any duty or contract or shall impair any
rights or remedies on the subsequent default or breach. No
delay or omission of any Bondholder to exercise any right or
power accruing upon any default shall impair any such right or
power or shall be construed as a waiver of any default or
acquiescence therein. Every substantive right and every remedy
conferred upon the Bondholders may be enforced and exercised as
often as may be deemed expedient. In case any suit, action or
proceeding to enforce any right, or exercise any remedy, shall
be brought and should said suit, action or proceeding be
abandoned, or be determined adversely to the Bondholders, then,
and in every such case, the Agency and the Bondholders shall be
restored to their former positions, rights and remedies as if
the suit, action or proceeding had not been brought or taken.
D. Actions by Fiscal Agent as Attorney-in-Fact. Any
suit, action or proceeding which any Owner of Bonds shall have
the right to bring to enforce any right or remedy hereunder may
be brought by the Fiscal Agent for the equal benefit and
protection of all Owners of Bonds similarly situated and the
Fiscal Agent is hereby appointed (and the successive respective
registered owners of the Bonds issued hereunder, by taking and
holding the same, shall be conclusively deemed so to have
appointed it) the true and lawful attorney-in-fact of the
respective registered owners of the Bonds for the purpose of
bringing any suit, action or proceeding and to do and perform
any and all acts and things for and on behalf of the respective
registered owners of the Bonds as a class or classes, as may be
necessary or advisable in the opinion of the Fiscal Agent as
attorney-in-fact.
E. General. After the issuance and delivery of the
Bonds, this Resolution, and any supplemental resolutions
hereto, shall be irrepealable, but shall be subject to
modification or amendment to the extent and in the manner
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provided in this Resolution, but to no greater extent and in no
other manner.
Section 25. CUSIP Numbers. CUSIP identification numbers
will be imprinted on the Bonds, but numbers shall not
constitute a part of the contract evidenced by the Bonds and no
liability shall attach to the Agency or any of the officers or
agents because of or on account of said numbers. Any error or
omission with respect to the numbers shall not constitute cause
for refusal by the successful bidder to accept delivery of and
pay for the Bonds.
Section 26. Severability. If any covenant, agreement or
provision, or any portion thereof, contained in this
Resolution, or the application thereof to any person or
circumstance, is held to be unconstitutional, invalid or
unenforceable, the remainder of this Resolution and the
application of any covenant, agreement or provision, or portion
thereof, to other persons or circumstances, shall be deemed
severable and shall not be affected, and this Resolution and
the Bonds issued pursuant hereto shall remain valid and the
Bondholders shall retain all valid rights and benefits accorded
to them under this Resolution and the Constitution and the laws
of the State of California. If the provisions relating to the
appointment and duties of a Fiscal Agent are held to be
unconstitutional, invalid or unenforceable, the duties shall be
performed by the Treasurer.
Section 27. Validation Proceeding. The law firm of
Stradling, Yocca, Carlson & Rauth, a professional corporation,
is hereby authorized to file an action pursuant to Code of
Civil Procedure Section 860 et seq. to determine the validity
of the Bonds authorized by this Resolution.
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section 28. Effective Date.
effect upon adoption.
This Resolution shall take
ADOPTED AND APPROVED this 17th day of December, 1984,
by the ~following vote:
AYES:
ACOSTA, GRISET, HART, JOHNSON, LUXEMBOURGER,
MCGUIGAN, YOUNG
None
NOES:
ABSENT:
None
w
DanJ.el E. Griset
Chairman
ATTEST:
APPROVED AS TO FORM:
er
ounsel
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STATE OF CALIFORNIA
COUNTY OF ORANGE
CITY OF SANTA ANA
)
)ss.
)
SECRETARY'S CERTIFICATE
RE ADOPTION OF RESOLUTION
I, , Secretary of the City of Santa
Ana Community Redevelopment Agency, DO HEREBY CERTIFY that the
foregoing Resolution was duly adopted by the Agency at a
regular meeting of the Agency held on the day
of , 1984, and that the same was passed and
adopted by the following vote:
AYES: Members
NOES: Members
ABSENT: Members
ABSTAIN: Members
(SEAL)
STATE OF CALIFORNIA
COUNTY OF ORANGE
CITY OF SANTA ANA
Secretary of the City of Santa
Ana Community Redevelopment
Agency
)
)ss,
)
SECRETARY'S CERTIFICATE
OF AUTHENTICATION
I, , Secretary of the City of Santa
Ana Community Redevelopment Agency, DO HEREBY CERTIFY that the
above and foregoing is a full, true and correct copy of
Resolution No. of the Agency and that the Resolution
was adopted at the time and by the vote stated on the above
certificate, and has not been amended or repealed.
(SEAL)
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Secretary of the City of Santa
Ana Community Redevelopment
Agency
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EXHIBIT A
[FORM OF BOND]
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
COUNTY OF ORANGE
CITY OF SANTA ANA
CITY OF SANTA ANA COMMUNITY REDEVELOPMENT AGENCY
SOUTH MAIN STREET REDEVELOPMENT PROJECT
TAX ALLOCATION BOND, 1984
Registered
No. R . . . . , . . . .
The CITY OF SANTA ANA COMMUNITY REDEVELOPMENT AGENCY
(hereinafter sometimes called the "Agency"), a public body,
corporate and politic, duly organized and existing under the
laws of the State of California, for value received, hereby
promises to pay (but solely from the funds hereinafter
mentioned) to or registered
assigns, herein sometimes referred to as "registered owner"
(subject to the right of prior redemption hereinafter
mentioned), the principal sum of Dollars
($ ) on January l, , and to pay such registered
owner by check or draft mailed thereto, at his address as it
appears on the register kept by the Fiscal Agent at the close
of business on the fifteenth day of the month preceding the
interest payment date (the "regular record date"), interest on
such principal sum at the rate of % per annum from the
interest payment date next preceding the date hereof (unless
(i) the date hereof is prior to May l6, 1985 in which event
from January 1, 1984 (ii) it is dated after a regular record
date and before the following interest payment date, and if the
Agency shall not default in the payment of interest due on such
interest payment date, in which event it shall bear interest
from such interest payment date or (iii) it is dated as of an
interest payment date, in which event it shall bear interest
from such date) until the principal hereof shall have been paid
or provided for in accordance with the Resolution hereinafter
referred to, at the rate or rates above indicated, payable July
l, 1985 and thereafter semiannually on January 1 and July 1 in
each year. Both principal and interest and any premium upon
the redemption prior to the maturity of all or part hereof are
payable in lawful money of the United States of America, and
(except for interest which is payable by check or draft as
stated above) are payable at the principal corporate trust
office of , Fiscal Agent for the
Agency, in Los Angeles, California, or, at the option of the
registered owner hereof, at the office of any Paying Agent of
the Agency in New York, New York, or Chicago, Illinois.
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This Bond, the interest hereon and any premium due upon
the redemption of this Bond prior to maturity are not a debt of
the City of Santa Ana, the State of California or any of its
political subdivisions, and neither said City, said State nor
any of its political subdivisions is liable hereon, nor in any
event shall this Bond, said interest or said premium be payable
out of any funds or properties other than the funds of the
Agency as set forth in the Resolution hereinafter mentioned.
This Bond does not constitute an indebtedness within the
meaning of any constitutional or statutory debt limitation or
restriction. Neither the members of the Agency nor any persons
executing the Bond are liable personally on this Bond by reason
of its issuance.
This Bond is one of a duly authorized issue of bonds of
the Agency designated "City of Santa Ana Community
Redevelopment Agency, South Main Street Redevelopment Project
Tax Allocation Bonds, 1984" (hereinafter called "Bonds") in
aggregate principal amount of $19,000,000 all of like tenor
(except for bond numbers, maturity dates and differences, if
any, in interest rates) and all of which have been issued
pursuant to and in full conformity with the Constitution and
laws of the State of California and particularly the Community
Redevelopment Law (Part 1 of Division 24 of the Health and
Safety Code of the State of California) for the purpose of
aiding in the financing of the Redevelopment Project above
designated, and are authorized by and issued pursuant to
Resolution No. adopted by the Agency on
(said resolution being hereinafter referred to as the
"Resolution") and all of the Bonds are equally secured in
accordance with the terms of the Resolution, reference to which
is hereby made for a specific description of the security
therein provided for said Bonds, for the nature, extent and
manner of enforcement of such security, for the covenants, and
agreements made for the benefit of the Bondholders, and for a
statement of the rights of the Bondholders, and by the
acceptance of this Bond the registered owner hereof assents to
all of the terms, conditions and provisions of said
Resolution. In the manner provided in the Resolution, said
Resolution and the rights and obligations of the Agency and of
the Bondholders, may (with certain exceptions as stated in said
Resolution) be modified or amended with the consent of the
Holders of sixty percent (60%) in aggregate principal amount of
outstanding Bonds, exclusive of issuer-owned bonds, unless such
modification or amendment is for the purpose of curing
ambiguities, defects, etc., in which case no Bondholder's
consent is required.
, 19-
The principal of this Bond and the interest hereon
are secured by an irrevocable pledge of, and are payable solely
from, the Pledged Tax Revenues (as such term is defined in said
Resolution) and certain other funds, all as more particularly
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set forth in the Resolution. Said Resolution is adopted under
and this Bond is issued under and is to be construed in
accordance with the laws of the State of California.
The outstanding Bonds maturing on or after January l,
1995, may be called before maturity and redeemed at the option
of the Agency in whole or in part from any source of funds on
July 1, 1994, or on any interest payment date thereafter prior
to maturity. If less than all of the Bonds outstanding are to
be redeemed at anyone time, the Bonds to be redeemed shall be
redeemed in inverse order of maturity, and by lot within a
maturity. Bonds called for redemption shall be redeemed at a
redemption price (expressed as a percentage of the principal
amount of Bonds to be redeemed) plus accrued interest to the
redemption date as shown in the following table:
Redemption Dates
Redemption Price
July 1,
July l,
July 1,
July 1,
July l,
1994
1995
1996
1997
1998
or January 1, 1994
or January 1, 1995
or January 1, 1996
or January l, 1997
and thereafter
102 %
lOl l/2%
101 %
lOO l/2%
lOO %
The Special Term Bonds are subject to special early
redemption in whole or in part, by lot at a redemption price of
100% of the principal amount thereof plus accrued interest to
the redemption date without premium, (i) on January 1, 1989 to
the extent of any moneys remaining in the Escrowed Proceeds
Fund; (ii) on any interest payment date prior to January l,
1989 in the event that state law is modified to alter the
generation of Pledged Tax Revenues in a manner that lowers
Pledged Tax Revenues to the level that the Agency and Fiscal
Agent determine will prohibit the transfer of all funds from
the Escrowed Proceeds Fund; and (iii) on the interest payment
date next succeeding the date the Fiscal Agent determines that
current market conditions prohibit the investment of all or a
portion of the proceeds remaining in the Escrowed Proceeds Fund
at a rate at least equal to the true interest rate on the
Special Term Bonds.
For the purpose of selecting Bonds by lot, Bonds in
excess of $5,000 will be assigned a separate number for each
$5,000 of principal they represent.
The Term Bonds maturing on January l, 2013 and the
Special Term Bonds maturing on January 1, 2014 are also subject
to minimum sinking fund redemptions as provided in the
Resolution.
This Bond is issued in fully registered form and may
be exchanged for a like aggregate principal amount of Bonds of
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other authorized denominations of the same issue, all as more
fully set forth in the Resolution. This Bond is transferable
by the registered owner hereof, in person or by his attorney
duly authorized in writing, at the principal office of the
Fiscal Agent in Los Angeles, California, but only in the
manner, subject to the limitations and upon payment of the
charges provided in the Resolution, upon surrender and
cancellation of this Bond. Upon such transfer a new registered
Bond of authorized denomination or denominations for the same
aggregate principal amount of the same issue will be issued to
the transferee in exchange therefor.
The Agency, the Fiscal Agent and any Paying Agent may treat
the registered owner hereof as the absolute owner hereof for
all purposes, and the Agency, the Fiscal Agent and any Paying
Agent shall not be affected by any notice to the contrary.
This Bond shall not be entitled to any benefit under the
Resolution, or become valid or obligatory for any purpose,
until the certificate of authentication hereon endorsed shall
have been signed by the Fiscal Agent.
It is hereby recited, certified and declared that any and
all acts, conditions and things required to exist, to happen
and to be performed precedent to and in the issuance of this
Bond exist, have happened and have been performed in due time,
form and manner as required by the Constitution and laws of the
State of California.
IN WITNESS WHEREOF, the City of Santa Ana Community
Redevelopment Agency has caused this Bond to be signed on its
behalf by its Chairman by his facsimile signature and by its
Secretary by her facsimile signature and the seal of said
Agency to be imprinted hereon.
Registration Date:
Chairman of the City of Santa
Ana Community Redevelopment
Agency
[SEAL]
Secretary of the City of Santa
Ana Community Redevelopment
Agency
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[FORM OF CERTIFICATE OF AUTHENTICATION ON
FULLY REGISTERED BONDS]
This is one of the Fully Registered bonds described in the
within-mentioned Resolution.
, Fiscal Agent
By:
Authorized Officer
[FORM OF ASSIGNMENT OF FULLY REGISTERED BONDS]
For value received
sells, assigns and transfers unto
the within-mentioned Bond and hereby
and appoints
transfer the same on the
power of substitution in
Dated:
hereby
irrevocably constitutes
attorney, to
books of the Fiscal Agent with full
the premises.
The signature to this Assignment must correspond with
the name as written on the face of the within Bond in
every particular, without alteration or enlargement or
any change whatsoever.
NOTE:
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