HomeMy WebLinkAbout1985-61 CRA
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RESOLUTION NO. 85-61
RESOLUTION OF THE CITY OF SANTA ANA COMMUNITY
REDEVELOPMENT AGENCY AUTHORIZING THE ISSUANCE OF
TAX ALLOCATION REFUNDING BONDS OF SAID AGENCY IN
THE PRINCIPAL AMOUNT OF TWENTY MILLION DOLLARS
($20,000,000) TO REFUND THE CONTRACTUAL OBLIGATION
OF THE AGENCY (MAINPLACE PROJECT) AND AWARDING THE
BONDS TO R.H. MOULTON & COMPANY
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Section 1.
Section 2.
Section 3.
Section 4.
Section 5.
Section 6.
Section 7.
Section 8.
Section 9.
Section 10.
Section 11.
Section 12.
Section 13.
Section 14.
Section 15.
Section 16.
RESOLUTION NO. 85-61
RESOLUTION OF THE CITY OF SANTA ANA COMMUNITY
REDEVELOPMENT AGENCY AUTHORIZING THE ISSUANCE OF
TAX ALLOCATION REFUNDING BONDS OF SAID AGENCY IN
THE PRINCIPAL AMOUNT OF TWENTY MILLION DOLLARS
($20,000,000) TO REFUND THE CONTRACTUAL OBLIGATION
OF THE AGENCY (MAINPLACE PROJECT) AND AWARDING THE
BONDS TO R.H. MOULTON & COMPANY
TABLE OF CONTENTS
Definitions
Amount, Issuance and Purpose of Bonds
Nature of Bonds
Description of Bonds
Interest
A. General
B. Determination of Reset Rate
and Reset Period
C. Notice to Owners of Determination
of Reset Rate and Reset Period
.D. Mandatory Purchase
E. Alternate Credit Facility
Place of Payment
Form of Bonds
Execution of Bonds
Registration and Exchange of Bonds
Bond Register
Call and Redemption and Purchase
of Bonds Prior to Maturity
A. Redemption
B. Call and Redemption; Notice of
Redemption
C. Redemption Account
D. Partial Redemption of Bonds
E. Effect of Redemption
F. Purchase of Bonds
Funds and Accounts
Sale of Bonds; Disposition of Bond
Proceeds; Redevelopment Fund
Tax Revenues
Special Fund
Deposit and Investment of Moneys in Funds
and Accounts
(i)
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Section 17.
Section 18.
Section 19.
Section 20.
Section 21.
Section 22.
Section 23.
Section 24.
Section 25.
Section 26.
Section 27.
Section 28.
Section 29.
Section 30.
EXHIBIT A
EXHIBIT B
Issuance of Parity Bonds and Subordinate
Obligations
Covenants of
Covenant 1.
the Agency
Complete Redevelopment Project;
Amendment to Redevelopment Plan
Covenant 2. Use of Proceeds, Management'and
Operation of Properties
3. No Priority
4. Punctual Payment
5. Payment of Taxes and Other
Charges
Covenant 6. Books and Accounts; Financial
Statements
7. Eminent Domain Proceeds
8. Disposition of Property
9. Protection of Security and
Rights of Bondholders;
No Arbitrage
Covenant 10. Compliance with Law
Covenant 11. Limitation on Indebtedness
Taxation of Leased Property
Fiscal Agent
Lost, Stolen, Destroyed or Mutilated Bonds
Cancellation of Bonds
Amendments
A. Calling Bondholders' Meeting
B. Notice of Meeting
C. Voting Qualifications
D. Agency-Owned Bonds
E. 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
Severability
Award of Bonds
Reimbursement Agreement
General Authorization
Effective Date
Covenant
Covenant
Covenant
Covenant
Covenant
Covenant
Form of Bond
Legal Description
(ii)
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RESOLUTION NO. 85-61
RESOLUTION OF THE CITY OF SANTA ANA COMMUNITY
REDEVELOPMENT AGENCY AUTHORIZING THE ISSUANCE OF
TAX ALLOCATION REFUNDING BONDS OF SAID AGENCY IN
THE PRINCIPAL AMOUNT OF TWENTY MILLION DOLLARS
($20,000,000) TO REFUND THE CONTRACTUAL OBLIÓATION
OF THE AGENCY (MAINPLACE PROJECT) AND AWARDING THE
BONDS TO R.H. MOULTON & COMPANY
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 (the "Redevelopment
Plan") for a redevelopment project known and designated as the
"City of Santa Ana Redevelopment Project Area" has been adopted
and approved by Ordinance No. 1173 of the City of Santa Ana,
which became effective on August 1, 1973, and which was amended
by Ordinance No. 1258 of the City of Santa Ana, which became
effective on July 2, 1975, 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 Agency entered into an agreement entitled
Participation Agreement recorded on May 17, 1984 in the
Official Records of Orange County, California as Instrument No.
84-206421 with Santa Ana Ventures ("Agreement") which Agreement
obligates the Agency to pay Santa Ana Ventures certain amounts
advanced and to be advanced to the Agency, plus interest on the
unpaid amount; and
WHEREAS, the refunding program of the Agency and the
corporate purposes of the Agency will be accomplished by
adopting this Resolution of the Agency in order to issue tax
allocation refunding bonds in a principal amount of Twenty
Million Dollars ($20,000,000) pursuant to this Resolution
providing for the issuance of "City of Santa Ana Community
Redevelopment Agency, City of Santa Ana Redevelopment Project
Area Tax Allocation Refunding Bonds 1985 Series E" (the
"Bonds"), the proceeds of which will be used to refund the
Agency's obligations under the Agreement, to fund a debt
service reserve fund and to pay costs of issuing the Bonds;
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WHEREAS, the Agency and Santa Ana Ventures have
entered into an agreement dated December 17, 1985 entitled
"Subordination of Tax Allocations" whereby Santa Ana Ventures
has subordinated its right to receive Tax Revenues to the
payment of the principal and interest on the Bonds; and
WHEREAS, pursuant to Section 53583 of the Goyernment
Code of the State of California, the Agency is authorized to
sell refunding bonds on a negotiated sale basis; and.
WHEREAS, R. H. Moulton & Company has offered to
purchase the Bonds at a price set forth in a Purchase Contract
which the Agency finds to be in the best interest of the
community.
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:
"Agreement" means the Participation Agreement recorded
on May 17, 1984 in the Official Records of Orange County,
Californi as Instrument No. 84-206421 by and between the Agency
and Santa Ana Ventures.
"Alternate Credit Facility" means a letter of credit
or other credit facility obtained by the Agency on or prior to
the Initial Reset Date.
"Average Annual Debt Service" means the average of the
sums obtained for the Bond Years after the computation is made,
by totalling the following for each Bond Year:
(1) The principal amount of all Bonds and serial
Parity Bonds, if any, payable in such Bond Year; and
(2) The amount of Minimum Sinking Account Payments,
if any, for term Parity Bonds to be made in such Bond Year
in accordance with the applicable schedule or schedules of
Minimum Sinking Account Payments; and
(3) 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 schedule or schedules of Minimum Sinking Account
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Payments for the Bonds. At the time and for the purpose of
making such computation, the interest on the principal
amount of Bonds and Parity Bonds already retired in advance
of the date of establishment of the above-mentioned
schedules or for which redemption has been provided
pursuant to Section 11 hereof shall be deducted pro rata
from the remaining principal amounts of Bonds.
"Bank" means Swiss Bank Corporation, San Francisco
Branch, a branch licensed to do business under the laws of the
State of California of a corporation organized under the laws
of Switzerland.
"Bank Bonds" means Bonds held by the Bank pursuant to
the Reimbursement Agreement.
"Bond" or "Bonds" or "Term Bonds" means the "City of
Santa Ana Community Redevelopment Agency, City of Santa Ana
Redevelopment Project Area Tax Allocation Refunding Bonds 1985,
Series E", authorized by this Resolution.
"Bond Counsel" means an attorney at law or a firm of
attorneys of nationally recognized standing in matters
pertaining to the tax-exempt nature of interest on bonds issued
by states and their political subdivisions, who is or are
acceptable to the Issuer and the Trustee and duly admitted to
the practice of law before the highest court of any state of
the United States of America or the District of Columbia.
"Bond Year" means the twelve (12) month period of each
year commencing on December 15 of each year the Bonds are
outstanding.
"Bondholder" or "Owner of Bonds," or any similar term,
means any person who shall be the registered owner of a Bond or
his duly authorized attorney, fiscal agent, 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.
"Business Day" means a day on which banks in the City
of New York are not required or authorized to remain closed and
the New York Stock Exchange is not closed.
"Certificate of the Agency" means a certificate
executed by the Chairman or Executive Director of the Agency.
"City" means the City of Santa Ana, California.
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"Cost of Issuance" means items of expense payable or
reimbursable directly or indirectly by the Agency and related
to the authorization, sale and issuance of Bonds, which items
of expense shall include but not be limited to, printing costs,
costs of reproducing and binding documents, filing and
recording fees, initial fees and charges of the Fiscal Agent,
Agency counsel, legal fees and charges, including Bonp Counsel,
Bank's counsel and other counsel fees, professional'
consultants' fees, costs of credit ratings, the cost of the
Initial Letter of Credit, fees and charges for execution,
transportation and safekeeping of Bonds, and other costs,
charges and fees in connection with the foregoing.
"Date of Issuance" means December 30, 1985.
"Developer" means Santa Ana Ventures its successors
and assigns.
"Escrow Fund" means the City of Santa Ana Community
Redevelopment Agency, City of Santa Ana Redevelopment Project
Area Tax Allocation Refunding Bonds, 1985 Series E Escrow Fund
created pursuant to Section 12 hereof.
"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 thereon.
"Fiscal Agent" means Dai-Ichi Kangyo Bank of
California, 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. Any reference herein to
the Fiscal Agent shall be deemed to include the paying agent of
the Fiscal Agent, Texas Commerce Bank, National Association in
New York, New York and any other agent appointed by the Fiscal
Agent to act on its behalf hereunder.
"Fund" or "Account" means the funds and accounts
created hereunder.
"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 his/her 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.
"Initial Letter of Credit" means the irrevocable
direct pay letter of credit issued by the Bank securing payment
of principal and an amount equal to 191 days' interest thereon
calculated at the rate of 7.375% per annum issued by the Bank.
"Initial Reset Date" means December 15, 1989.
"Interest Payment Date" means June 15 and December 15
of each year, commencing June 15, 1986.
"Law" means the Community Redevelopment Law of the
State of California, as cited in the recitals hereof.
."Minimum Sinking Account Payments" means the amount of
money to be deposited into the Principal Account to be used to
redeem Bonds or Note, at the principal amounts thereof plus
interest accrued to the redemption date, in the amounts and at
the times set forth in the schedule or schedules of Minimum
Sinking Account Payments contained in Section llA(3) hereof.
"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.
"Outstanding", when used as of any particular time
with reference to the Bonds, means, subject to the provisions
of Section 3, all Bonds except:
(a) Bonds theretofore cancelled by the Fiscal Agent
or surrendered to the Fiscal Agent for cancellation;
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(b)
Bonds paid or deemed to have been paid; and
(c) Bonds in lieu of or in substitution for which
other Bonds shall have been authorized, executed, issued
and delivered by the Agency pursuant to this Resolution or
any Supplemental Resolution.
"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.
"Paying Agent" means Texas Commerce Bank, National
Association, New York, New York, as paying agent, tender agent
and authenticity agent hereunder.
"Pledged Revenues" means the Tax Revenues and such
other moneys as are pledged to the payment of the Bonds as
provided in Section 3 hereof.
"Qualified Investment" means any of the following
which at the time are legal investments under the laws of the
State of California for moneys held hereunder and then proposed
to be invested therein: (1) direct general obligations of the
United States of America; (2) obligations guaranteed by the
United States; (3) general obligations of the agencies and
instrumentalities of the United States; (4) certificates of
deposit, time deposits or demand deposits with any bank or
savings institution qualified as a depository of public funds
in the State of California, including the Fiscal Agent or any
affiliate thereof, provided that such certificates of deposit,
time deposits or demand deposits, if not insured by the Federal
Deposit Insurance Corporation or the Federal Savings and Loan
Insurance Corporation, are fully secured by obligations
described in Clauses (1), (2), or (3) above; (5) bank
repurchase agreements issued by a bank described in Clause (4)
above, the underlying securities of which are held by the
Fiscal Agent or by a Federal Reserve Bank and are obligations
described in Clauses (1), (2) or (3) above and which are of
market value from time to time which is acceptable to both the
Fiscal Agent, the Bank and the Agency; (6) investment of moneys
in the Local Agency Investment Fund in the State Treasury
created by Section 16429.1 of the Government Code of the State;
or (7) an investment agreement with a financial institution the
long term debt of which is rated AAA or better by Standard &
Poor's Incorporated or Aaa by Moody's Investor's Service or
whose short term debt is rated SP1+ by Standard & Poor's Inc.
or V-MIG 1 by Moody's Investors Service.
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"Record Date" means the first day of the month in
which the Interest Payment Date occurs.
"Redemption Account" means the account by that name
created pursuant to Section 11(c) hereof.
"Redevelopment Agency" or "Agency" means the City of
Santa Ana Community Redevelopment Agency, a public b~dy
corporate and politic, organized and existing under the laws of
the State of California.
"Redevelopment Fund" means the City of Santa Ana
Community Redevelopment Agency, City of Santa Ana Redevelopment
Project Area Tax Allocation Refunding Bonds, 1985 Series E
Redevelopment Fund created pursuant to Section 12 hereof.
"Redevelopment Plan" means the Redevelopment Plan for
the City of Santa Ana Redevelopment Project Area, approved and
adopted by the City, and includes any amendment thereof
hereafter made pursuant to the Law.
!'Redevelopment Project Area" means the project area
described and defined in the Redevelopment Plan.
"Regular Record Date" means the fifteenth day
preceding any Interest Payment Date.
"Reimbursement Agreement" means the Initial Letter of
Credit and Reimbursement Agreement among the Agency, the Fiscal
Agent and the Bank dated as of December 1, 1985.
"Remarketing Agent" means collectively the remarketing
agents appointed by the Agency pursuant to Section 5B,
initially Shearson Lehman Brothers Inc. "Principal Office" of
the Remarketing Agent means the office designated in writing by
the Remarketing Agent to the Fiscal Agent, the Agency, and the
Bank.
"Remarketing Agreement" means that certain Remarketing
Agreement, dated as of December 1, 1985 by and among the Agency
and Shearson Lehman Brothers Inc.
"Reserve Requirement" means the Average Annual Debt
Service on the Bonds.
"Reset Date" means December 15, 1989 and each date
thereafter determined by the Remarketing Agent on which the
interest rate on the Bonds will be reset.
"Reset Period" means the period from and including
each Reset Date to but not including the next succeeding Reset
Date.
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"Reset Rate" means the rate of interest to be borne by
the Bonds during a Reset Period, as determined from time to
time by the Remarketing Agent pursuant to this Resolution and
the Remarketing Agreement.
"Resolution" means this Resolution No. 85-6\ adopted
by the Agency on December 17, 1985.
"Revised Rate" means the Prime Rate Plus one percent
(1%) per annum.
"Site" means that portion of the Redevelopment Project
Area more particularly described on Exhibit B attached hereto.
"Special Fund" means the City of Santa Ana Community
Redevelopment Agency, City of Santa Ana Redevelopment Project
Area Tax Allocation Refunding Bonds, 1985 Series E Special Fund
created pursuant to Section 12 hereof.
"Tax Revenues" means that portion of taxes levied upon
taxable property within the Site and received by the Agency on
or after the date of issue of the Bonds, with respect to 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, plus state reimbursed
amounts for certain property tax exemptions including, but not
limited to, those relating to business inventory and
homeowner's exemption, to the extent that such taxes and
reimbursed amounts actually received, are attributable only to
the Site, all as more particularly set forth hereafter in this
Resolution.
"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 Twenty Million Dollars
($20,000,000) shall be issued by the Agency for the corporate
purposes of the Agency in order to provide funds for the
refunding of the Agreement, which constitutes a "redevelopment
activity" as such term is defined in Health and Safety Code
Section 33678; and such issue of Bonds is hereby created.
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 Tax Revenues, other funds as
hereinafter provided and, until the Reset Date, the Letter of
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Credit. The principal of 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 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 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.
In addition, payment of principal of and interest on
the Bonds will be secured by the Initial Letter of Credit or an
Alternate Credit Facility until December 15, 1989, and
thereafter by an Alternate Credit Facility, to the extent such
an Alternate Credit Facility is posted prior to the Initial
Reset Date and maintained thereafter.
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, for 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 all of the Outstanding 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, the principal of and
the interest earned or to be earned on Federal Securities, then
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the lien of this Resolution, including, without limitation, the
pledge of the Pledged 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 a principal
amount of 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 or defeasance of the Bonds.
In the event of such a refunding or 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, subject to any
rights of the Bank under the Reimbursement Agreement, 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 pursuant to Section 11B that such moneys are so
available for such payment.
Section 4. Description of Bonds. The Bonds shall be in
a principal amount of Twenty Million Dollars ($20,000,000) and
shall be designated "CITY OF SANTA ANA COMMUNITY REDEVELOPMENT
AGENCY, CITY OF SANTA ANA REDEVELOPMENT PROJECT AREA, TAX
ALLOCATION REFUNDING BONDS, 1985 SERIES E". 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 mature on December 15,2010:
Section 5.
Interest.
A. General. The Bonds shall initially bear interest
at a rate or rates to be hereafter fixed by resolution, but not
to exceed seven and one-half percent (7.5%) per annum from the
Date of Issuance of the Bonds until December 15, 1989 and
thereafter at the rates determined in the manner hereinafter
provided. Commencing on December 15, 1989, the interest on the
Bonds shall be payable at the Reset Rate until the next
succeeding Reset Date as determined pursuant to Section 5B
hereof. Interest shall be paid on June 15 and December 15 of
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each year, commencing June 15, 1986. 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 Section 3 of this Resolution,
such Bond shall then cease to bear interest from and after the
date established for the payment of such Bonds.
B. Determination of Reset Rate and Reset ieriod.
The Agency hereby appoints the Remarketing Agent as its agent
for determining each Reset Date and Reset Period pursuant to
the provisions of this Resolution and the Remarketing Agreement.
Commencing on December 1, 1989 (or, if such date
is not a Business Day, then on the next succeeding Business
Day) and on the fourteenth day immediately preceding each Reset
Date thereafter (or, if such date is not a Business Day, then
on the next succeeding Business Day), the Remarketing Agent
shall determine the Reset Rate which shall be the highest rate
of interest (but not to exceed 12% per annum) that the Agency
could pay on all Outstanding Bonds until the final maturity
thereof, based on 120% of Tax Revenues to be received by the
Agency in the current fiscal year from the Site, after
deducting from the amount of such Tax Revenues the fee payable
to the Remarketing Agent determined in accordance with the
Remarketing Agreement. The Remarketing Agent shall then
determine the Reset Period which shall be longest period of one
month or any multiple thereof but not extending beyond the
final maturity date of the Outstanding Bonds at which the Bonds
can be remarketed (having due regard for prevailing market
conditions, and taking into account whether an Alternate Credit
Facility will be delivered by the Agency pursuant to Section 5E
hereof and the resulting rating on the Bonds subsequent to the
Reset Date) at 100% of the principal amount thereof together
with interest at the Reset Rate; provided, however, if the
Reset Period so determined shall terminate later than the final
maturity date of the Outstanding Bonds, the Reset Rate shall be
such lesser rate as will enable the Remarketing Agent to
remarket the Bonds (having due regard for prevailing market
conditions) for a Reset Period ending on the final maturity
date of the Outstanding Bonds, at 100% of the principal amount
thereof. The Remarketing Agent shall immediately notify the
Bank, the Agency and the Fiscal Agent, by telephonic or
telegraphic notice followed with written confirmation thereof
of the Reset Rate and Reset Period so determined and whether
the Initial Letter of Credit will expire upon the Reset Date,
and whether the rating on the Bonds will be lowered or
withdrawn as a result of the expiration of the Initial Letter
of Credit or the delivery by the Agency of an Alternative
Credit Facility. The interest rate so determined shall be the
Reset Rate payable on such Bonds for the Reset Period
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commencing on the next succeeding Reset Date; provided,
however, that during any period that the Bonds are held by the
Bank as Bank Bonds such Bonds shall bear interest at the
Revised Rate (as that term is defined in the Reimbursement
Agreement) .
C. Notice to Owners of Determination of Repet Rate
and Reset Period. The Fiscal Agent shall give notice~by first
class mail, postage prepaid, to the Owners of Bonds nòt less
than ten (10) Business Days prior to each Reset Date. Such
notice shall state (i) that the interest rate on the Bonds will
be reset on the Reset Date (ii) the Reset Date, (iii) the Reset
Rate, (iv) whether the Initial Letter of Credit will expire
upon the Reset Date, and whether the rating on the Bonds will
be lowered or withdrawn as a result of the expiration of the
Initial Letter of Credit or the delivery by the Agency of an
Alternate Credit Facility, and (v) state that the Bonds are
subject to mandatory purchase on the Reset Date unless the
Owner delivers an irrevocable notice, in the form set forth in
the Fiscal Agents notice to the Owners of the Bonds, to the
Remarketing Agent and the Fiscal Agent by certified mail,
return receipt requested, received by the Remarketing Agent and
the Fiscal Agent at least five days prior to the Reset Date
electing not to have such Owner's Bonds purchased.
Failure by the Fiscal Agent to give such notices by
mailing, or any defect therein, shall not affect the interest
rate to be borne by the Bonds, shall not extend the period for
final maturity of the Bonds, nor in any way change the rights
of the Owners of such Bonds to deliver Bonds for purchase.
D. Mandatory Purchase. On each Reset Date, all
Bonds then Outstanding shall be subject to mandatory purchase
by the Fiscal Agent. Such mandatory purchase shall occur on
any Reset Date at a purchase price equal to the principal
amount of the Bonds plus accrued interest to the date of
purchase. Notwithstanding the foregoing, Bonds shall not be
purchased on a Reset Date if the Owner thereof has delivered to
the Fiscal Agent and Remarketing Agent, at least five days
prior to the applicable Reset Date an irrevocable notice as
described in subsection (C) above electing to have such Owner's
Bonds not so purchased. Bonds to be purchased pursuant to such
mandatory purchase shall be delivered by the Owners thereof to
the Fiscal Agent (together with necessary assignments and
endorsements) on or prior to the applicable Reset Date. Any
Bonds to be purchased by the Remarketing Agent pursuant to this
mandatory purchase that are not delivered for purchase on or
prior to the purchase date (the "Untendered Bonds"), for which
there has been irrevocably deposited in trust with the Fiscal
Agent or the Remarketing Agent an amount sufficient to pay the
principal amount of such Untendered Bonds, together with
interest accrued or to accrue thereon to the Reset Date (the
"Purchase Price"), shall be deemed to have been delivered for
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purchase to the Remarketing Agent, and the Owners of such
Untendered Bonds shall not be entitled to any payment
(including any interest to accrue on or after the applicable
Reset Date) other than the respective Purchase Prices of such
Untendered Bonds, and such Untendered Bonds shall not be
entitled to any benefits of this Resolution, except for payment
of such Purchase Price out of the moneys deposited for such
payment as aforesaid. '
E. Alternate Credit Facility. On or prior to the
fifteenth day prior to each Reset Date, the Agency shall file
with the Fiscal Agent and the Remarketing Agent a commitment
for an Alternate Credit Facility covering the payment of
principal of and interest on the Bonds for the next Reset
Period and, unless the Reset Period extends to the final
maturity date on the Bonds, the payment of the Purchase Price
of all Outstanding Bonds as provided for in Section 5D above.
In the event the Reset Period extends to the final maturity of
the Bonds, the Agency may elect not to provide an Alternate
Credit Facility, in which case the Agency shall so notify the
Remarketing Agent not later than ten (10) Business Days prior
to the Reset Date.
Section 6. Place of Payment. The principal of the
Bonds and any premiums upon the redemption thereof prior to
maturity, together with the final payment of interest thereon,
shall be payable in lawful money of the United States of
America and shall be payable at the corporate trust office of
the Paying Agent in New York, New York or the Fiscal Agent in
Los Angeles, California. Interest on the Bonds shall be paid
to the registered owner thereof as his name appears on the
register kept by the Fiscal Agent at the close of business on
the Record Date, by check or draft of the Fiscal Agent.
Section 7. Form 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 be 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
authenticated by the Fiscal Agent upon the same conditions and
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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 New
York, New York, or at such other place in California as the
Agency may approve. The Fiscal Agent shall deliver ip 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 the Date
of Issuance of the Bonds, his or her signature shall be as
effective as if he or she had remained in office until the Date
of Issuance.
The Fiscal Agent or its designated 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 set forth in Exhibit A attached
hereto and incorporated by reference herein, 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
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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 çharge
that may be imposed in connection with the exchange. ~Each Bond
issued pursuant to this Resolution shall be of a denomination
which is $5,000 or an integral multiple thereof and shall be of
the same issue.
Section 10. Bond Register. The Fiscal Agent shall cause
the Paying Agent to keep at its principal office in New York,
New York, or at such other place in California as the Agency
may approve, sufficient books for the registration and transfer
of the Bonds 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. The registered books shall at all times be open to
inspection by the Agency and the Bank.
Section 11. Call, and Redemption and Purchase of Bonds
Prior to Maturity.
A.
as follows:
The Bonds are subject to redemption
Redemption.
(1) Except as provided in Subsection 5 of this
Section, the Bonds maturing on December 15, 1986 through
December 15, 1989, if any, are not subject to call or
redemption prior to their respective maturities.
(2) The Bonds are subject to mandatory purchase
on each Reset Date and if the Bonds are Bank Bonds shall be
cancelled 60 days thereafter in the event that the
Remarketing Agent is unable to remarket the Bonds in
accordance with the requirements of this Resolution and the
Remarketing Agreement. The Bonds shall be purchased at a
price for each purchased Bond equal to the principal amount
thereof, plus accrued interest to the Reset Date, without
premium.
(3) The Agency shall make Minimum Sinking
Account Payments on October 15 in the amounts and in each
of the years as follows:
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Years
Principal Amount
1988
1989
1990
$
250,000
750,000
150,000
and thereafter the Agency shall make Minimum Sinking ~ccount
Payments to redeem the Bonds as provided in this Section 11(3).
The Outstanding Bonds shall be called before maturity
and redeemed from Minimum Sinking Account Payments on
December 15, 1991, and on each December 15 thereafter prior to
maturity in accordance with the following schedule at a
redemption price for each redeemed Bond equal to the principal
amount thereof, plus accrued interest to the redemption date,
without premium:
December 15
1991
1992
1993
1994
1995
1996
1997
1998
1999
2000
Principal
Amount
$1,300,000
250,000
350,000
350,000
450,000
500,000
600,000
700,000
750,000
825,000
Principal
Amount
$ 925,000
1,050,000
1,200,000
1,300,000
1,400,000
1,500,000
1,600,000
1,650,000
1,600,000
1,700,000
December 15
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010 (final
maturity)
In the event part of the Bonds are redeemed as provided in
Subsection A(5) of this Section 11 the Minimum Sinking Account
Payments shall be reduced proportionately in each of the years
1991 to 2010, inclusive.
(4) Except as specifically provided in
subparagraph (6) below, the Outstanding Bonds may be called
before maturity and redeemed, at the option of the Agency,
if the Bonds are remarketed for a term extending to the
maturity date of the Bonds, in whole from the proceeds of
sale of refunding bonds and from other available funds, or
in whole or in part from monies in the Redemption Account,
on December 15,2000, or on any Interest Payment Date
thereafter prior to maturity, by lot. Bonds so called for
redemption shall be redeemed at a redemption price for each
redeemed Bond equal to the principal amount thereof, plus
accrued interest to the redemption date, and the following
premium (expressed as a percentage of principal amount) if
redeemed on the following redemption dates:
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Redemption Dates
Redemption
Price
December 15,
December 15,
December 15,
December 15,
December 15,
or June 15,2001 ...........
or June 15, 2002 ..,........
or June 15,2003 ...........
or June 15, 2004 .. .... .....
and thereafter .....,..,....
102 %
101 1/2
:" 101
. 101 1/2
100
2000
2001
2002
2003
2004
If the Bonds are remarketed for a term less than the term
remaining to the maturity date of the Bonds but not less than
five years, such Bonds may be called and redeemed prior to
maturity 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, at the time
and at the redemption prices set forth in the following
schedule plus accrued interest to the redemption date:
Length of
Reset Period
(expressed in years)
Redemption Prices as
a Percentage of
Principal Amount
Less than the remaining
term on Bonds and
greater than 10
After 7 years at 102%,
declining 1/2% every 6
months to 100%
Less than or equal to
10 and greater than 7
After 5 years at 101-1/2%,
declining 1/2% every 6
months to 100%
Less than or equal to
7 and greater than 5
After 3 years at 101%,
declining 1/2% every 6
months to 100%
In the event that the Bonds are remarketed for a term less
than five years, the Bonds shall be subject to redemption on
any Reset Date, in whole or in part, at a redemption price
equal to the principal amount thereof plus accrued interest to
the redemption date.
(5) The Bonds are subject to mandatory
redemption as a whole (but not in part) on any date prior
to the expiration date of the Initial Letter of Credit,
upon receipt by the Fiscal Agent of written notice from the
Bank that an event of default under the Reimbursement
Agreement has occurred and instructing the Fiscal Agent to
redeem all Bonds.
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(6) The Bonds are subject to mandatory
redemption as a whole or in part on December 15, 1990, if
the Tax Revenues with respect to the Bonds received or to
be received by the Agency for the 1990/91 Fiscal Year are
not equal to at least 1.20 times the Average Annual Debt
Service remaining on the Bonds then Outstanding p~yable
from moneys on deposit in the Escrow Fund and transferred
to the Redemption Account on November 1, 1990.
B. Call and Redemption; Notice of Redemption. The
Agency may (and, if required by Section 11 hereof, shall) by
resolution direct the call and redemption prior to maturity of
Bonds by the Fiscal Agent in such amounts as there are funds
available for use in redemption and shall give notice to the
Fiscal Agent of the redemption at least thirty (30) days prior
to the date notice of redemption is required to be given.
Notice of redemption prior to maturity (except as
provided below) shall be given by first class mailing, postage
prepaid, not less than ten (10) nor more than twenty (20) 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 mail the notice nor any 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.
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A certificate of 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.
C. Redemption Account. Prior to the mailing of
notice as required above, the Fiscal Agent shall establish,
maintain and hold in trust a separate account within the
Special Fund created pursuant to Section 12 hereof entitled
"Redemption Account". There shall be set aside in the
Redemption Account prior to mailing notice of optional or
mandatory redemption, moneys for the purpose of and sufficient
to redeem, at a price equal to the principal of premium, if
any, and interest payable as provided in this Resolution, the
Bonds designated in the notice of redemption. The moneys must
be set aside in the Redemption Account solely for that purpose
and shall be applied on or after the redemption date to the
payment (principal of, interest on and premium, if any) of the
Bonds to be redeemed upon presentation and surrender of the
Bonds at the corporate trust office of the Paying Agent in New
York, New York.
D. 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. 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 have been made upon the reverse of
the Bond by the registered Owner and irrespective of any error
or omission in the endorsement.
E. 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 from and after the
date fixed for redemption. The Bonds, or parts thereof
redeemed, shall cease to be entitled to any lien, benefit or
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security under this Resolution, and the Owners of the Bonds
shall have no rights except to receive payment of the principal
of, premium if any, and interest on the Bond or Bonds as
redeemed, and, in the case of partial redemption of Bonds, also
to receive a new Bond or Bonds for the unredeemed balance as
provided above.
F. Purchase of Bonds. In lieu of redemptiþn 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.
Section 12. Funds and Accounts. There is hereby created
with the Treasurer a special trust fund called the "City of
Santa Ana Community Redevelopment Agency, City of Santa Ana
Redevelopment Project Area Tax Allocation Refunding Bonds,
1985 Series E Redevelopment Fund" (hereinafter sometimes called
the "Redevelopment Fund"). There is hereby created with the
Fiscal Agent a special trust fund called the "City of Santa Ana
Community-Redevelopment Agency, City of Santa Ana Redevelopment
Project Area, Tax Allocation Refunding Bonds, 1985 Series E
Special Fund" with special trust accounts contained therein
known as the "Interest Account", "Principal Account", "Cost of
Issuance Account" and the "Debt Service Reserve Account."
There is hereby created with the Fiscal Agent a special trust
fund called the "City of Santa Ana Community Redevelopment
Agency, City of Santa Ana Redevelopment Project Area, Tax
Allocation Refunding Bonds, 1985 Series E Escrow Fund" (the
"Escrow Fund").
So long as any of the Bonds or any payments due the
Bank under the Reimbursement Agreement, or any interest on
them, remain unpaid, the moneys in the foregoing Funds and
Accounts 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 initial
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 an amount equal
to the accrued interest and premium if any, on the Bonds,
plus an amount which when added thereto will equal $737,500;
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(2) Deposit in the Debt Service Reserve Account of
$737,500;
(3) Deposit in the Cost Issuance Account, an amount
equal to $
(4) Deposit in the Escrow Fund an amount w~ich will
be sufficient, taking into consideration any inv~stment
earnings thereon, to pay the Agency's obligations under the
Agreement;
(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.
B. The moneys set aside in the Redevelopment Fund
shall remain there until from time to time expended for the
purpose of financing:
(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 from
taxation; .
(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 Costs of Issuance (not otherwise paid from
the Cost of Issuance Account).
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 California Health and
Safety Code Section 33678.
C. The moneys set aside in the Escrow Fund shall be
paid to the Developer to refund in the Agency's obligation
under the Agreement annually on July 1 in each of the Fiscal
Years 1986/1987 to 1990/1991, inclusive, upon receipt by the
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Fiscal Agent of a certificate or opinion of an Independent
Financial Consultant that Tax Revenues to be received by the
Agency during the Fiscal 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, will be at least equal to 1.20 times the
Average Annual Debt Service on the Bonds less the Average
Annual Debt Service on the aggregate principal amount~of that
portion of the Bonds equal to the amount which will remain in
the Escrow Fund immediately following any such transfer. Any
moneys remaining in the Escrow Fund on December 1, 1990 shall
be transferred to the Redemption Fund and applied to the
redemption of Bonds maturing on December 15, 1990 pursuant to
Section llA( 6) .
D. The moneys set aside in the Costs of Issuance
Account shall be used to pay Costs of Issuance as directed by
the Agency. Any moneys remaining in such Account on June 15,
1986 shall be transferred to the Agency and deposited in the
Redevelopment Fund.
Section 14. 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
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 with respect
to the Redevelopment Project Area (being Ordinance No. 1173 of
the City of Santa Ana, which became effective on August 1,
1973), 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 August 1, 1973,
(being the effective date of Ordinance No. 1173, referred
to above) 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
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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 "Tax Revenues";
provided, however, Tax Revenues shall include only that
portion of taxes allocated to and received by the Agency
with respect to the Site.
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 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 thereafter to the Bank pursuant
to the Reimbursement Agreement, and until all of the Bonds and
amounts due under the Reimbursement Agreement and all interest
thereon, have been paid (or until moneys for that purpose have
been irrevocably set aside), the Pledged Revenues (subject to
the exception set forth in Section 15(d» shall be applied
solely to the payment of the principal of the Bonds plus
premium if any, and the interest thereon as provided in this
Resolution and the amounts due under the Reimbursement
Agreement. This allocation and pledge is for the exclusive
benefit of the Owners of the Bonds and the Bank pursuant to the
Reimbursement Agreement 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 fiscal agent on account of any issued bonds when
sufficient funds have been placed with the fiscal agent 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 15. 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 Tax Revenues, all draws
upon the Initial Letter of Credit and other moneys identified
herein, and the Agency will, so far as permitted by law,
authorize and direct the payment of the Tax Revenues by the
respective taxing entities directly to the Fiscal Agent. All
Pledged Revenues at any time paid to the Fiscal Agent shall be
deposited by the Fiscal Agent into the Special Fund, shall be
held by the Fiscal Agent in trust for the benefit of the Owners
of the Bonds and shall be disbursed, allocated, transferred and
applied solely for the uses and purposes designated in this
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Resolution. As long as any of the Bonds or any interest
thereon are outstanding, the Agency shall not have any
beneficial right or interest in the Pledged Revenues, except as
otherwise provided in the Resolution. Notwithstanding the
foregoing, there shall not be deposited with the Fiscal Agent,
Tax Revenues in an amount in excess of an amount which,
together with all funds, other than funds from draws pn the
Initial Letter of Credit or Alternative Credit Facil~ty, then
on deposit with the Fiscal Agent in the Special Fund, shall be
sufficient to discharge the indebtedness created by the Bonds
and any Parity Bonds which may subsequently be issued pursuant
to this Resolution. 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 and thereafter to the
payment of any obligation owing pursuant to the Reimbursement
Agreement.
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 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 Accounts referred to below from the proceeds of the sale of
the Bonds or otherwise, except from draws on the Initial Letter
of Credit, the deposits below need not be made; and provided
further that prior to the Reset Date, the Fiscal Agent shall
draw upon the Initial Letter of Credit in accordance with its
terms on each Interest Payment Date in an amount sufficient to
make the deposits referred to below in paragraphs (a) and (b)
and shall apply any Tax Revenues in the Special Fund to
reimburse the Bank for such draws upon the Initial Letter of
Credit which Tax Revenues are hereby pledged for such purpose.
(a) Interest Account. Deposits shall be made into
the Interest Account so that the balance therein on the
days prior to an Interest Payment Date shall equal the
interest payable on the next succeeding Interest Payment
Date which occurs on or prior to the Reset Date. Moneys in
the Interest Account shall be used for the payment of
interest on the Bonds as interest becomes due.
(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 Principal Account on the date of the payment of any
installment of principal of the Bonds, whether a scheduled
Minimum Sinking Account Payment or at maturity, is equal to
the principal coming due on the then outstanding Bonds on
the next December 15.
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(c) Debt Service Reserve Account. After deposits
have been made pursuant to subparagraphs (a) and (b) above,
deposits shall be made to the Debt Service Reserve Account,
if necessary, until the amount on deposit therein is to
equal the Reserve Requirement. Moneys in the Debt Service
Reserve Account shall be transferred to the Interßst
Account or Principal Account to pay interest on and
principal of the Bonds either (i) as it becomes due to the
extent Pledged Revenues in the Principal Account and
Interest Account are insufficient therefor or (ii) at the
final maturity of the Bonds or for the purpose of paying
the mandatory purchase price or redemption price under the
circumstances described in Section 11A(2) or 11(A)(5). Any
portion of the Debt Service Reserve Account which is in
excess of the Reserve Requirement shall be withdrawn at
least semiannually immediately after an Interest Payment
Date, and shall be applied as are other moneys in the
Special Fund.
(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
deposit in subparagraph (c) above to the Debt Service
Reserve Account shall be made if and only if the Pledged
Revenues are sufficient therefor. Failure to make the
required deposits into the Debt Service Reserve Account, as
specified in subparagraph (c) above, shall not be an event
of default if, and only if, the Tax Revenues are
insufficient 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 Tax Revenues are sufficient to make the
deposits required by subparagraphs (a) and (b) and
thereafter make the deposit 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, (ii) all amounts due and owing to the Bank under
the Reimbursement Agreement have been paid, (iii) the Tax
Revenues to be received by the Agency on or before June 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 Average Annual
Debt Service on all Bonds, Parity Bonds and any loans,
advances or indebtedness payable from 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 (iv) there
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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 Tax Revenues in the succeeding fiscal
year, any such balances in the Special Fund shall. be deemed
"surplus" hereunder and shall be used and applied by the
Agency first to any payments due under the Agreement and
thereafter for any lawful purpose, including without
limitation, the purchase and/or call and redemption of
Bonds and Parity Bonds.
Section 16. Deposit and Investment of Moneys in Funds
and Accounts. Subject to the provisions of Covenant 9 of
Section 18 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. The moneys held by the Fiscal Agent
may be invested in taxable government money market portfolios
restricted to obligations with maturities of one year or less
issued or guaranteed as to payment of principal and interest by
the full faith and credit of the United States.
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, as provided by law in Qualified
Investments, subject to the following restrictions:
(a) Moneys in the Redevelopment Fund and the Costs of
Issuance Account 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
such Fund or Account.
(b) Moneys in the Interest Account, 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 the date of each interest, principal and
Minimum Sinking Account Payment, there will be in such
Accounts, respectively, from matured obligations and other
moneys already in such Accounts, cash equal to the
interest, principal and Minimum Sinking Account Payment,
payable on such payment date.
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(c) Moneys in the Debt Service Reserve Account shall
be invested only in obligations of the United States at a
yield not materially higher than the yield on the Bonds
which will by their terms mature on or before the date such
funds are expected to be required for expenditure; provided
that such moneys shall not be invested for a term~longer
than five (5) years. .
(d) Moneys in the Escrow Fund shall be invested in
Open Market Securities or other permitted direct
obligations of the United States at a yield not materially
higher than the yield on the Bonds. Interest earned on
money in the Escrow Fund shall be transferred on June 15
and December 15 of each year to the Interest Account to pay
interest on the Bonds to the extent Tax Revenues are not
available therefor,
Except as otherwise provided in Section 13 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 or
Account 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.
Section 17. Issuance of Parity Bonds and Subordinate
Obligations. If at any time after the Initial Reset Date 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;
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(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 Debt Service Reserve Account in an amount
sufficient, together with the balance of the Debt- Service
Reserve Account, to equal the Average Annual Deb~ Service
on all Bonds expected to be outstanding includin~ the
outstanding Bonds and Parity Bonds, (iii) the payment of
the Agency's remaining obligations under the Agreement, if
any, (iv) the disposition of "surplus" Tax Revenues in
substantially the same manner as Section 15(d) hereof;
(c) receipt of a certificate of the Executive
Director of the Agency showing:
(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 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 then current Bond Year, the Tax
Revenues referred to in item (ii) are at least equal
to 1.20 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 (except the
first interest payment may be from the date of the Parity
Bonds until the next succeeding June 15 or December 15) and
shall not be subject to call and redemption prior to
maturity before December 15, 1990.
(e) receipt of written consent of the Bank, so long
as the Initial Letter of Credit is in effect or any amounts
owed to the Bank pursuant to the Reimbursement Agreement
remain unpaid, or written consent of the issuer of the
Alternate Credit Facility so long as such Alternate Credit
Facility is in effect.
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If the Agency is in compliance with all covenants set
forth in this Resolution, the Agency may for any of its
purposes issue obligations having a lien on Tax Revenues which
is junior to the lien of the Bonds and which are payable solely
from "surplus" Pledged Revenues as described in Section 15(d)
hereof. .
Section 18. 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 Tax
Revenues:
Covenant 1. Complete Redevelopment Project; Amend-
ment 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 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, based upon
a certificate or opinion of an Independent Financial Consultant
appointed by the Agency.
Covenant 2. Use of Proceeds, Management and
Operation of Properties. The Agency covenants and agrees that
the proceeds of the sale of the 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 Revenues which
have any lien upon the Pledged Revenues prior or superior to
the lien of the Bonds herein authorized. Except as permitted
by Section 17 hereof, it will not issue any obligations,
payable as to principal or interest, from the Pledged Revenues,
which have any lien upon the Pledged 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
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payable from and having any lawful lien upon the Pledged
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 Revenues which is junior to.the Bonds
as provided in Section 17, or (iii) from issuing and ~elling
bonds or other obligations which are payable in whole~or in
part from sources other than the Pledged 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 and
if such is paid from draws upon the Initial Letter of Credit,
that it will duly and punctually payor cause to be paid the
amount of such draw pursuant to the terms of this Resolution
and the Reimbursement Agreement including interest at the
Revised Rate.
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
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 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 State-
ments. 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
Pledged Revenues and other funds relating to the Project. The
Agency will prepare within one hundred and eighty (180) 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 Revenues and
other funds, accompanied by an opinion of an Independent
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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 wi~hout 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 within the Site (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, based upon the certificate or opinion of
an Independent Financial Consultant appointed by the Agency.
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 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 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) or
"consumer loan bonds" within the meaning of Section 103(0) of
the United States Internal Revenue Code of 1954, as amended,
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and applicable regulations adopted thereunder by the Internal
Revenue Service, and the Agency hereby assumes the obligation
to comply with Section 103(c) and Section 103(0) and the
regulations throughout the term of the Bonds.
Covenant 10. Compliance with Law. The Agency
covenants that it will comply with the requirements of the
Law. Without limiting the generality of the foregoinq, the
Agency covenants and agrees to file all required statements and
hold all public hearings required under Section 33334.6 and
33675 of the Law to assure compliance by the Agency with its
covenants hereunder.
Covenant 11. Limitation on Indebtedness. The Agency
covenants and agrees that is has not and will not incur any
loans, obligations or indebtedness repayable from Pledged
Revenues such that the total aggregate debt service on said
loans, obligations or indebtedness incurred from and after the
date of adoption of the Redevelopment Plan, when added to the
total aggregate debt service on the Bonds, will exceed the
maximum amount of Pledged Revenues to be divided and allocated
to the Agency pursuant to the Redevelopment Plan.
Section 19. Taxation of Leased Property. Whenever any
property within the Site 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
within the Site 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 Tax Revenues, and when received by
the Agency shall be used as provided herein.
Section 20. Fiscal Agent. The Agency appoints Dai-Ichi
Kangyo Bank of California, a California banking corporation, as
Fiscal Agent hereunder, to act as the agent, fiscal agent and
depositary of the Agency for the purpose of receiving Pledged
Revenues and other funds in trust as provided in this
Resolution, to hold, allocate, use and apply the Pledged
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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 Fiscal
Agent may perform any duties hereunder either directly or by or
through agents or attorneys and the Fiscal Agent shall not be
responsible for any misconduct or negligence on the part of any
agent or attorney appointed with due care by it hereu~der.
The Agency, with the prior written consent of the
Developer, so long as the obligations of the Agency is the
Developer hereunder and under the Agreement are outstanding,
may remove the Fiscal Agent initially appointed, or any
successor upon written notice to the Fiscal Agent, and shall
forthwith appoint a successor thereto, but any successor shall
be a bank or trust company doing business and having an office
in the City of Los Angeles or the City of New York, having a
combined capital and surplus of at least $50,000,000 and, so
long as the Initial Letter of Credit is outstanding, with the
written consent of the Bank. The Fiscal Agent or any
substituted Fiscal Agent may at any time resign by filing
written notice thereof with the Agency. Upon a resignation in
writing, the Agency shall forthwith appoint a substitute Fiscal
Agent 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 willful
misconduct. The Agency shall provide written notice to the
Bank of the resignation or removal of the Fiscal Agent and of
any appointment of a successor thereto.
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Section 21. 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 determine~ 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 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 destroyed by the Fiscal Agent unless otherwise
directed by 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, but only with the prior
written consent of the Bank so long as the Letter of Credit is
outstanding and with the prior written consent of the Developer
so long as the obligations of the Agency to the Developers
hereunder and under the Agreement are outstanding: (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 consent of
the Bank and the Bondholders holding fifty percent (50%) 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
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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. . .
Any act done pursuant to a modification or amendment
consented to by the Bondholders and the Bank shall be binding
upon the Owners of all of the Bonds and the Bank 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 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 and to the Bank. 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.
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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 vot~ at the
meeting unless their names appear upon the statement.. No
Bondholders shall be permitted to vote with respect tp a larger
aggregate principal amount of Bonds than is set against their
names on the statement.
D. Agency-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 fifty percent (50%) 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 fifty percent (50%) in
aggregate principal amount of the Bonds then outstanding
(exclusive of issuer-owned Bonds), the chairman and secretary
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of the meeting shall so certify in writing to the Agency.
certificate shall constitute complete evidence of consent
the Bondholders under the provisions of this Resolution.
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 sta~ed in
the certificate relating to proceedings taken at the ~eeting.
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
rates thereon, and of any other resolution supplementing or
amending this Resolution, shall constitute a contract between
the Agency and the Bondholders. The provisions of any
amendment shall be enforceable by 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.
The
of
A
A. Events of Default.
constitute an event of default:
Each of the following shall
(1) Default in the due and punctual payment of
any installment of interest on any Bond when the
interest installment becomes due and payable;
(2) Default in the due and punctual payment 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
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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 (1) or. (2) above
the Fiscal Agent shall, and in each case of default d~scribed
in (3) or (4) above, the Fiscal Agent may and shall, If
requested by the Bank or 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 writing to the Fiscal
Agent and to the Agency), and with the prior written consent of
the Bank, declare the principal of all of the Bonds then
outstanding and the interest accrued thereon, to be due and
payable immediately. 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.
Provided the Initial Letter of Credit shall not have
been drawn upon with respect to such default, the declaration
may be rescinded by the owners of not less than a majority in
an aggregate principal amount 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
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
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(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.
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 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 or the Bank 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 or the Bank 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 and the Bank 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
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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 resolut~ons
hereto, shall be irrepealable, but shall be subject to
modification or amendment to the extent and in the manner
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. Award of Bonds. The Purchase Contract dated
December 17, 1985 by and between the Agency and R. H. Moulton &
Company is approved and the offices of the Agency are
authorized to deliver the Bonds to R. H. Moulton & Company upon
the payment therefor.
Section 28. Reimbursement Agreement The Initial Letter of
Credit and Reimbursement Agreement by and between the Agency,
the Fiscal Agent and the Bank is hereby approved.
Section 29. General Authorization. The Chairman,
Secretary and any other officer of the Agency is authorized to
execute any and all agreements and documents necessary to carry
out the intent of this Resolution and the delivery of the Bonds.
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Section 30. Effective Date.
effect upon adoption.
This Resolution shall take
ADOPTED AND APPROVED THE 17th day of December, 1985.
(SEAL)
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Chairman of the City of Santa Ana
Community Redevelopment Agency
City Attorney
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STATE OF CALIFORNIA
COUNTY OF ORANGE
CITY OF SANTA ANA
)
) ss.
)
SECRETARY'S CERTIFICATE
RE ADOPTION OF RESOLUTION
I, Rex Swanson, Secretary of the City of Santa
Ana Community Redevelopment Agency, DO HEREBY CERTIF~ that the
foregoing Resolution was duly adopted by the Agency ~t a
regular meeting of the Agency held on the l7thdayofDeCember,
1985, and that the same was passed and adopted by the following
vote:
AYES:
Members Acosta, Hart, Johnson, Luxembourger
NOES: Members None
ABSENT: Members Griset, McGuigan, Young
ABSTAIN: Members
Secre y of City of Santa
Ana Community Redevelopment
Agency
(SEAL)
STATE OF CALIFORNIA
COUNTY OF ORANGE
CITY OF SANTA ANA
)
)ss.
)
SECRETARY'S CERTIFICATE
OF AUTHENTICATION
I, Rpx ~w~n~on , 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.8S:nl~f 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 rep aled.
(SEAL)
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EXHIBIT A
(FORM OF BOND)
STATE OF CALIFORNIA
CITY OF SANTA ANA COMMUNITY REDEVELOPMENT
CITY OF SANTA ANA REDEVELOPMENT PROJECT
TAX ALLOCATION REFUNDING BOND,
1985 SERIES E
AGENCY
AREf'
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 out of the funds hereinafter
mentioned) to the registered owner or registered assigns
(herein sometimes referred to as "registered owner"), subject
to the right of prior redemption hereinafter mentioned, the
principal sum set forth above, on the maturity date set forth
above, and to pay the registered owner on each interest payment
date by check or draft mailed to him as his name and address
appear on the register kept by Dai-Ichi Kangyo Bank of
California (the "Fiscal Agent") at the close of business on the
first (1st) day of the month next preceding each interest
payment date (the "regular record date"), interest on the
principal sum from the interest payment date next preceding the
date hereof (unless (i) the date hereof is an interest payment
date, in which event from that interest payment date, or (ii)
the date hereof is prior to June 1, 1986), until December 15,
1989, the interest shall be payable on June 15 and December 15
of each year at the rate (the "Reset Date") and for the period
(the "Reset Period") as determined by the Remarketing Agents as
set forth in the following paragraph in which event from
December 15, 1985 until the principal hereof shall have been
paid or provided for in accordance with the Resolution
hereinafter referred to, at the rate set forth above per annum
payable semiannually on June 15 and December 15 in each year
commencing on June 15, 1986, Both principal and interest and
any premium upon the redemption prior to maturity of all or
part of this Bond 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 corporate
trust office of Texas Commerce Bank National Association, as
agent for the Fiscal Agent in Houstin, Texas.
For each Reset Period subsequent to December 15, 1989,
the interest rate for the Bonds will be a rate per annum equal
to the Reset Rate, determined as follows: on December 1, 1989
(or if such date is not a Business Day, as defined hereinafter,
on the next succeeding Business Day), and on the fourteenth day
immediately preceding each Reset Date thereafter (or if such
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day is not a Business Day as defined hereinafter, on the next
succeeding Business Day), the Remarketing Agents shall
determine the highest rate of interest but
For each Reset Period subsequent to December 15, 1989,
the interest rate for the Bonds will be a rate per annum equal
to the Reset Rate, determined as follows on December~, 1990
(or if such date is not a Business Date as defined hereinafter,
on the next succeeding Business Date), and on the fourteenth
day immediately preceding each rate of interst but not to
exceed 12% per annum or the maximum rate permitted by law that
the Agency could pay on all Outstanding Bonds, based on 120% of
Pledged Revenues Agents, determined in accordance with the
Remarketing Agreement. Such interest rate shall be the Reset
Rate for the Bonds. The Remarketing Agents (having due regard
to prevailing market conditions) shall determine the Reset
Period for the Bonds as that period of one month or any
multiple thereof which would result in the market value of the
Bonds for which the Reset Period is being determined, and
bearing interest at the Reset Rate, being one hundred percent
(100%) of the principal amount thereof. If such a
determination produces a Reset Period which exceeds the final
maturity of the Bonds, then the Reset Rate shall be equal to
that rate which produces a Reset Period ending on the final
maturity of the Bonds. The interest rate so determined shall
be the Reset Rate payable on the Bonds for the Reset Period
commencing on the next succeeding Reset Date.
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 the City, the State
nor any of its political subdivisions is liable for the payment
of any principal, interest or premium. In no event shall this
Bond, the interest or any 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
this 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, City of Santa Ana Redevelopment Project
Area, Tax Allocation Refunding Bonds, 1985 Series E" (herein
called the "Bonds"), in an aggregate principal amount of
$20,000,000, all of like tenor (except for bond numbers and
amounts) and all of which have been issued pursuant to and in
full conformity with the Constitution and laws of the State of
California and particularly the Community Redevelopment Law
(Part 1 of Division 24 of the Health and Safety Code of the
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State of California) for the purpose of refunding the Agency's
contractual obligation under an Agreement (as that term is
defined in the Resolution) and are authorized by and issued
pursuant to Resolution No. BA, adopted by the Agency on
December 17, 1985 (the Resolution being herein referred to as
the "Resolution"). Copies of the Resolution are on file with
the Secretary of the Agency and the Fiscal Agent. Al~ of the
Bonds are equally secured in accordance with the terffi$ of the
Resolution, reference to which is hereby made for a specific
description of the security provided for the Bonds, for the
nature, extent and manner of enforcement of such security, for
the covenants and agreements made for the benefit of the
Bondowners, and for a statement of the rights of the
Bondowners. By the acceptance of this Bond the registered
owner hereof consents to all of the terms, conditions and
provisions of the Resolution. In the manner provided in the
Resolution, the Resolution and the rights and obligations of
the Agency and of the Bondowners may (with certain exceptions
as stated in the Resolution) be modified or amended with the
consent of the Owners of fifty percent (50%) in aggregate
principal amount of outstanding Bonds, exclusive of
issuer-owned Bonds, unless the modification or amendment is for
the purpose of curing ambiguities, defects, or accomplishing
the other purposes set forth in the Resolution in which case no
Bondowners' consent is required.
The principal of this Bond and the interest on it are
secured by an irrevocable pledge of, and are payable solely out
of, the Tax Revenues (as that term is defined in the
Resolution) and certain other funds, all as more particularly
set forth in the Resolution, including, the draws upon a
certain letter of credit issued by Swiss Bank Corporation
referred to in the Resolution (the "Initial Letter of
Credit"). The 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.
On each Reset Date, all Bonds then Outstanding shall
be subject to mandatory purchase by the Remarketing Agents.
Such mandatory purchase shall occur on any Reset Date at a
purchase price equal to the principal amount of the Bonds plus
accrued interest to the date of purchase. Notwithstanding the
foregoing, Bonds shall not be purchased on a Reset Date if the
Owner thereof has delivered to the Agent for the Fiscal Agent
at least seven days prior to the applicable Reset Date an
irrevocable notie as described above electing to have such
Owner's Bonds not so purchased. Bonds to be purchased pursuant
to such mandatory purchase shall be delivered by the Owners
thereof to the Remarketing Agents (together with necessary
assignments and endorsements) on or prior to the applicable
Reset Date. Notice of the determination of the Reset Rate and
the Reset Period shall be given to the Bondowner in the manner
provided in the Resolution.
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The Bonds are subject to redemption on each Reset Date
in the event that the Remarketing Agent is unable to remarket
the Bonds in accordance with the requirements of the
Resolution. The Bonds shall be redeemed at a redemption price
for each redeemed Bond equal to the principal amount thereof,
plus accrued interest to the redemption date, without. premium.
The outstanding Bonds shall be called befor~maturity
and redeemed from Minimum Sinking Account Payments on
December 15, 1991, and on each December 15 thereafter prior to
maturity in accordance with the Resolution.
The outstanding Bonds may be called before maturity
and redeemed, at the option of the Agency, if the Bonds are
remarketed for a term extending to the maturity date of the
Bonds, in whole from the proceeds of refunding bonds and other
available funds, or in whole or in part from monies in the
Redemption Fund, as defined in the Resolutions, on December 15,
2000, or on any interest payment date thereafter prior to
maturity, in inverse order of maturity and by lot within a
maturity. Bonds so called for redemption shall be redeemed at
a redemption price for each redeemed Bond equal to the
principal amount thereof, plus accrued interest to the
redemption date, and the following premium (expressed as a
percentage of principal amount) if redeemed on the. following
redemption dates:
Redemption Dates
Redemption
Price
December 15, 2000 and June 15, 2001 ..........
December 15, 2001 and June 15, 2002 ..........
December 15, 2002 and June 15, 2003 ..........
December 15, 2003 and June 15, 2004 ..........
December 15, 2004 and thereafter .............
2 %
1 1/2
1
1/2
0
If the Bonds are remarketed for a term less than the
term remaining to the maturity date of the Bonds but not less
than five years, such Bonds may be called and redeemed prior to
maturity 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, at the time
and at the redemption prices set forth in the following
schedule plus accrued interest to the redemption date:
Length of
Reset Period
(expressed in years)
Redemption Prices as
a Percentage of
Principal Amount
Less than the remaining
term on Bonds and
greater than 10
After 7 years at 102%,
declining 1/2% every 6
months to 100%
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Less than or equal to
10 and greater than 7
After 5 years at 101-1/2%,
declining 1/2% every 6
months to 100%
Less than or equal to
7 and greater than 5
After 3 years at 101%,
declining 1/2% every-6
months to 100% .
In the event that the Bonds are remarketed for a term
less than five years, the Bonds shall be subject to redemption
on any Reset Date, in whole or in part, at a redemption price
of the principal amount thereof.
The Bonds are subject to mandatory redemption as a
whole (but not in part) on any date prior to the expiration
date of the Letter of Credit, upon receipt by the Fiscal Agent
of written notice from the Bank that (a) an event of default
under the Reimbursement Agreement has occurred and instructing
the Fiscal Agent to redeem all Bonds or (b) repayment of an
Interest Payment Drafts (as said term is defined in the
Reimbursement Agreement) under the Initial Letter of Credit has
not been received within six Business Days after such drawing
and instructing Fiscal Agent to redeem all Bonds.
The Bonds are subject to mandatory redemption as a
whole or in part on December 15, 1990, if the Tax Revenues with
respect to the Bonds received or to be received by the Agency
for the 1990/91 Fiscal Year are not equal to at least 1.20
times the Maximum Annual Debt Service remaining on the Bonds
then Outstanding from moneys on deposit in the Escrow Fund and
transferred to the Redemption Account on November 1, 1990.
This Bond is issued in fully registered form (herein
sometimes referred to as "Bond") and is negotiable upon proper
transfer of registration, This Bond may be exchanged for a
like aggregate principal amount of Bonds of other authorized
denominations. This Bond is transferable by the registered
owner, in person or by his attorney duly authorized in writing,
at the corporate trust office of the Agent for the Fiscal Agent
in Houston, Texas or at such other location designated in
writing by the Fiscal Agent, upon surrender and cancellation of
this Bond but only in the manner, subject to the limitations
and upon payment of the charges provided in the Resolution.
Upon transfer, a new Bond of any authorized denomination or
denominations for the same aggregate principal amount of the
same issue will be issued to the transferee in exchange
therefor. No exchange or transfer shall be made between the
fifteenth (15th) day preceding any selection of bonds for
redemption.
The Agency and the Fiscal Agent may treat the
registered owner of this Bond as its absolute owner for all
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purposes, and the Agency and the Fiscal 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 Agent of 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 and Secretary by facsimile signature,
and the seal of the Agency to be reproduced hereon.
iDJ
(SEAL)
Chairman of the City of Santa
Ana Community Redevelopment
Agency
S.~w' Santo
Ana Community Redevelopment
Agency
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CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds described in the
within-mentioned Resolution.
Date of registration and authentication:
TEXAS COMMERCE BANK NATIONAL ASSOCIATION,
On behalf of
DAI-ICHI KANGYO BANK OF CALIFORNIA,
as Fiscal Agent
BY
AUTHORIZED SIGNATORY
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EXHIBIT B
.All that certain real property situated in the City of Santa
Ana, County of Orange, State of California, described as
follows:
All of Parcels 1 and 2 as shown on a Parcel Map filed;in
Book 31, page 42, of Parcel Maps, Records of said Orañge
County, and together with that portion of the land allotted
to Abel Stearns and that portion of the land allotted to
William Ferguson,as said allotments are described in the
Final Decree of Partition of the Rancho Santiago de Santa
Ana, a certified copy of which was recorded September 12,1868
in Book "B", page 410 of Judgments of the District Court of
the 17th Judicial District, in and for Los Angeles County.
California, described as a whole as follows:
Beginning at the Northeast corner of Parcel 2 of said Parcel
Map; thence along a line, parallel with and distant Westerly
52.00 feet from the Centerline of North Main Street, South
00002'48" East 1558.58 feet to the Northerly line of the
Southerly 226.10 feet of said land allotted to Abel Stearns;
thence Westerly along said Northerly line to a line parallel
with and distant Westerly 602.50 feet from said Centerline;
thence Southerly along said Rarallelline to that line
described as "North 88014'44' West 604.58 feet" in the land
conveyed to the City of Santa Ana by Corporation Grant Deed
recorded January 15. 1982 as Document Number 82-017688 of
Official Records of said Orange County; thence Westerly
along last said line to a point distant 683.58 feet Westerly
from said Centerline to that line described as "South
0600).'55" West" in said Document Number 82-17688; thence
Southwesterly along last said line 20.06 feet to the
Northeast corner of that land conveyed to the City of Santa
Ana by Corporatiqn Grant Deed recorded October 8. 1982 as
Document Number 82-355825 of Official Records of said Orange
County; thence Westerly along a line, and its Westerly
prolongation, described as "North 88014'44" West 402.14 feet"
in said Document Number 82-355825 to the Southwesterly line
of the State of California Department of Transpottation
Relinquishment No. 490, as per State Highway Map Book 3,
page 43, in the Office of the Orange County Recorder; thence
Northwesterly along last said line to the Southwest corner
of said Parcell; thence along the West line of said Parcell
North 29043'36" West 52.46 feet; thence continuing along the
West line of said Parcell North 17051'02" West 185.72 feet;
thence continuing along the West line of said Parcell and
the West line of said Parcel 2 North 00002'48" West 436.83
feet; thence North 38006'09" East 525.69 feet to the Westerly
terminus of that Norther16 line of said Parcel 2 shown as
having a bearing of "N.78 30'25"E." on said Parcel Map; thence
along last said Northerly line North 78030'25" East 254.95
feet; thence continuing along the Northerly line of said
Parcel 2 North 89049'00" East 1072.10 feet to the point of
beginning.