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RESOLUTION NO. 85-56
RESOLUTION OF THE CITY OF SANTA ANA COMMUNITY
REDEVELOPMENT AGENCY AUTHORIZING THE ISSUANCE
OF TAX ALLOCATION BONDS OF SAID AGENCY IN THE
PRINCIPAL AMOUNT OF THIRTEEN MILLION DOLLARS
($13,000,000) TO FINANCE A PORTION OF THE COST
OF A REDEVELOPMENT PROJECT KNOWN AS THE SANTA
ANA SOUTH MAIN STREET REDEVELOPMENT PROJECT
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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. 85-56
RESOLUTION OF THE CITY OF SANTA ANA COMMUNITY
REDEVELOPMENT AGENCY AUTHORIZING THE ISSUANCE
OF TAX ALLOCATION BONDS OF SAID AGENCY IN THE
PRINCIPAL AMOUNT OF THIRTEEN MILLION DOLLARS
($13,000,000) TO FINANCE A PORTION OF THE COST
OF A REDEVELOPMENT PROJECT KNOWN AS THE SANTA
ANA SOUTH MAIN STREET REDEVELOPMENT PROJECT
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.
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Section 18.
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Section 19.
Section 20.
Section 2l.
Section 22.
Section 23.
Section 24.
Section 25.
Section 26.
Section 27.
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EXHIBIT A
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
Effective Date
Covenant
Covenant
Covenant
Covenant
Covenant
Covenant
Form of Bond
(ii)
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RESOLUTION NO. 85-56
.
RESOLUTION OF THE CITY OF SANTA ANA COMMUNITY
REDEVELOPMENT AGENCY AUTHORIZING THE ISSUANCE
OF TAX ALLOCATION BONDS OF SAID AGENCY IN THE
PRINCIPAL AMOUNT OF THIRTEEN MILLION DOLLARS
($13,000,000) TO FINANCE A PORTION OF THE COST
OF A REDEVELOPMENT PROJECT KNOWN AS THE SANTA
ANA SOUTH MAIN STREET REDEVELOPMENT PROJECT
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
"Santa Ana South Main Street Redevelopment Project" has been
adopted and approved by Ordinance No. 1639 of the City of Santa
Ana, which became effective on July 6, 1982, and all
requirements of law for and precedent to the adoption and
approval of the Redevelopment Plan have been duly complied
wi th; and
WHEREAS, the corporate purposes of the Agency will be
accomplished by adopting this Resolution of the Agency in order
to issue tax allocation bonds in a principal amount of Thirteen
Million Dollars ($13,000,000) pursuant to this Resolution
providing for the issuance of "City of Santa Ana Community
Redevelopment Agency, Santa Ana South Main Street Redevelopment
Project Tax Allocation Bonds 1985 Series D" (the "Bonds"), the
proceeds of which will be used to finance a portion of the cost
of the Santa Ana South Main Street Redevelopment Project, to
fund a debt service reserve fund and to pay costs of issuing
the Bonds, with the balance to be set apart and irrevocably
segregated in a special trust fund which will be used to
finance a portion of the costs of implementing the
Redevelopment Plan;
.
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:
.
.
.
"Alternate Credit Facility" means a letter of credit
or other credit facility obtained by the Agency on or prior to
the Initial Reset Date.
"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" means the "City of Santa Ana
Community Redevelopment Agency, Santa Ana South Main Street
Redevelopment Project Tax Allocation Bonds, 1985 Series D,"
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.
"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 Bond Counsel,
Bank's counsel and other counsel fees, professional
consultants' fees, costs of credit ratings, the cost of the
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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 27, 1985.
"Escrow Fund" means the City of Santa Ana Community
Redevelopment Agency, Santa Ana South Main Street Redevelopment
Project Tax Allocation Bonds, 1985 Series D 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 hisjher opinion or certificate will be
given, and:
(1) is in fact independent and not under domination
of the Agency; and
(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 (except the principal amount of funds equal to the
amount held by the Fiscal Agent in the Escrow Fund and Debt
Service Reserve Account) and an amount equal to 191 days'
interest on the Bonds calculated at the rate of interest stated
in the Initial Letter of Credit.
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"Initial Reset Date" means December 15, 1990.
"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.
"Maximum Annual Debt Service" means the largest of the
sums obtained for any Bond Year after the computation is made,
by totalling the following for each such Bond Year:
(1) The principal amount of all Serial Bonds and
Serial Parity Bonds, if any, payable in such Bond Year¡ and
(2) The amount of Minimum Sinking Account Payments,
if any, for Term Bonds, Special Term Bonds and 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
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 interest on the remaining principal amounts of
Bonds.
"Minimum Sinking Account Payments" means the amount of
money to be deposited into the Principal Account to be used to
redeem Term Bonds or Special Term Bonds, at the principal
amounts thereof plus interest accrued to the redemption dated,
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
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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¡
(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 authenticating 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 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
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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 SPl+ by Standard & Poor's Inc.
or V-MIG 1 by Moody's Investors Service.
.
"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 ll(c) hereof.
"Redevelopment Agency" or "Agency" means the City of
Santa Ana Community Redevelopment Agency, a public body
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, Santa Ana South Main Street
Redevelopment Project Tax Allocation Bonds, 1985 Series D
Redevelopment Fund created pursuant to Section 12 hereof.
"Redevelopment Plan" means the Redevelopment Plan for
the Santa Ana South Main Street Redevelopment Project, 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
Trustee 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 Smith Barney, Harris Upham & Co. Incorporated and
Cranston Securities Company. "Principal Office" of the
Remarketing Agenct 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, Smith Barney, Harris Upham & Co. Incorporated and
Cranston Securities Company.
"Reserve Requirement" means the Maximum Annual Debt
Service on the Bonds less Maximum Annual Debt Service on that
portion of Bond proceeds deposited in the Escrow Fund.
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"Reset Date" means December 15, 1990 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.
"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. 85-56 adopted
by the Agency on December 3, 1985.
"Revised Rate" means the Prime Rate Plus one percent
(1%) per annum.
"Serial Bonds" means the Bonds maturing on December 15
in the years 1986 through 1990.
.
"Special Fund" means the City of Santa Ana Community
Redevelopment Agency, Santa Ana South Main Street Redevelopment
Project Tax Allocation Bonds, 1985 Series D Special Fund
created pursuant to Section 12 hereof.
"Special Term Bonds" means the Bonds maturing on
December 15, 2015.
"Tax Revenues" means that portion of taxes levied upon
taxable property in the Redevelopment Project Area and received
by the Agency on or after the date of issue of the Bonds, with
respect to the Redevelopment Project Area 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 actually received, net of
80% of Tax Revenues set aside for other indebtedness and
agreements, all as more particularly set forth hereafter in
this Resolution.
"Term Bonds" means the Bonds maturing on December 15,
2014.
.
"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 Thirteen Million Dollars
($13,000,000) shall be issued by the Agency for the corporate
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.
.
.
purposes of the Agency in order to provide funds for the
financing of a portion of the cost of implementing the
Redevelopment Plan, both of which constitute 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 Initial
Letter of 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, 1990, 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,
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.
.
.
and interest to become due on all of the Outstanding Bonds,
through setting aside in 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
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 Thirteen Million Dollars ($13,000,000)
and shall be designated "CITY OF SANTA ANA COMMUNITY
REDEVELOPMENT AGENCY, SANTA ANA SOUTH MAIN STREET REDEVELOPMENT
PROJECT, TAX ALLOCATION BONDS, 1985 SERIES D". 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 in the following amounts on December 15
of the following years:
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Maturity Date
(December 15)
Principal
Amount
.
1986
1987
1988
1989
1990
2014
2015
$
130,000
135,000
145,000
155,000
170,000
5,155,000
7,1l0,000
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 through December 15, 1990 and
thereafter at the rates determined in the manner hereinafter
provided. Commencing on December 15, 1990, 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
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 the Bonds.
B. Determination of Reset Rate and Reset Period.
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, 1990 (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 Redevelopment
Project Area, after deducting from the amount of such Revenues
the fee payable to the Remarketing Agent determined in
accordance with the Remarketing Agreement. The Remarketing
Agent shall then determined 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
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.
.
.
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 Alternate Credit Facility. The interest rate is determined
shall be the Reset Rate payable on such Bonds for the Reset
Period 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 Reset Rate
and Reset Period. The Fiscal Agent shall give notice by first
class mail, postage prepaid, to the Owners of Bonds not 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
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.
.
.
amoun~ 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
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.
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.
.
.
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
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 in exchange
for the surrendered temporary Bonds an equal aggregate
principal amount of definitive Bonds of authorized
denominations of this same issue. Until exchanged, the
temporary Bonds shall be entitled to the same benefits under
this Resolution as definitive Bonds of this same issue, except
no accrued interest shall be paid on the temporary Bonds until
the exchange has been accomplished.
Section 8. Execution of Bonds. The Bonds shall be
signed on behalf of the Agency by its Chairman by facsimile
signature and by its Secretary by facsimile signature, and the
seal of the Agency shall be impressed, imprinted or reproduced
thereon. The foregoing officers are hereby authorized and
directed to sign the Bonds in accordance with this Section. If
any Agency member or officer whose facsimile signature appears
on the Bonds ceases to be a member or officer before 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
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.
.
authentication has been duly executed by the Fiscal Agent. The
certificate of the Fiscal Agent upon any Bond shall be
conclusive and the only evidence required that the Bond has
been duly authenticated and delivered under this Resolution.
The Fiscal Agent's certificate of authentication on any Bond
shall be deemed to have been duly executed if signed by an
authorized officer of the Fiscal Agent, but it shall not be
necessary that the same officer sign the certificate of
authentication on all of the Bonds that may be issued hereunder.
Section 9, Registration and Exchange of Bonds. The
Bonds shall be issued only in fully registered form. Fully
registered Bonds may be exchanged for other Bonds of equal
aggregate denominations. Transfer of ownership of a Bond or
Bonds shall be made by exchanging the same for a new Bond or
Bonds. All exchanges shall be made in such a manner and upon
such reasonable terms and conditions as may be determined and
prescribed by the Agency. The person, firm or corporation
requesting the exchange shall pay any costs or charges in
connection with the exchange as are established by the Fiscal
Agent, in addition to paying any tax or governmental charge
that may be imposed in connection with the exchange. Each Bond
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, Redemption and Purchase of Bonds
Prior to Maturity.
A.
as follows:
Redemption.
The Bonds are subject to redemption
(1) Except as provided in Subsection 5 of this
Section, the Bonds maturing on December 15, 1986 through
December 15, 1990 are not subject to call or redemption
prior to their respective maturities.
(2) The Term Bonds and Special Term Bonds are
subject to mandatory purchase on each Reset Date and shall
be redeemed 30 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 redeemed at a
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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 (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
Draft (as said term is defined in the Reimbursement
Agreement) under the Initial Letter of Credit has not been
received by the Bank within six Business Days after such
drawing and instructing the Fiscal Agent to redeem all
Bonds.
.
(6) The Special Term Bonds are subject to
mandatory redemption as a whole or in part on December 15,
1986, December 15, 1987, and December 15, 1988 in the event
proceeds remaining in the Escrow Fund cannot be invested at
a rate equal to or in excess of the 7.5% per annum and 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 payable from moneys on deposit in the Escrow
Fund.
B. Call and Redemption; Notice of Redemption. The
Agency may (and, if required by Section 11 hereof, shall)
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 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
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.
(4) The Outstanding Term Bonds and Special Term
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 the 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:
Redemption Dates
Redemption
Premium
December 15,
December 15,
December 15,
December 15,
December 15,
2000
2001
2002
2003
2004
or June 15,2001 ...........
or June 15,2002 ...........
or June 15,2003 ...........
or June 15,2004 ...........
and thereafter .............
2 %
1 1/2
1
1/2
0
.
If the Term Bonds and Special Term 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 Term Bonds or Special Term 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,
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redemption price for each redeemed Bond equal to the
principal amount thereof, plus accrued interest to the
redemption date, without premium.
.
(3) The Outstanding Term Bonds and Special Term
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 schedules, at a redemption
price for each redeemed Bond equal to the principal amount
thereof, plus accrued interest to the redemption date,
without premium:
.
1991
1992
1993
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
Term Bonds
Principal
Amount December 15
$ 85,000 2004
85,000 2005
95,000 2006
105,000 2007
110,000 2008
120,000 2009
130,000 2010
140,000 2011
145,000 2012
160,000 2013
175,000 2014
185,000
195,000
Special Term Bonds
Principal
Amount December 15
$ 95,000 2004
105,000 2005
ll5,000 2006
120,000 2007
130,000 2008
140,000 2009
150,000 2010
160,000 2011
175,000 2012
185,000 2013
200,000 2014
215,000 2015
235,000
Principal
Amount
December 15
.
1991
1992
1993
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
$
210,000
225,000
245,000
265,000
280,000
305,000
325,000
350,000
375,000
405,000
440,000
Principal
Amount
December 15
$
250,000
270,000
290,000
310,000
335,000
360,000
390,000
415,000
450,000
480,000
515,000
1,020,000
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.
.
.
redemption shall cease to accrue from and after the redemption
date and that on the redemption date there shall become due and
payable on each of such Bonds the redemption price for each
Bond.
The actual receipt by the Owner of any Bond of notice
of redemption shall not be a condition precedent to redemption,
and failure to receive notice shall not affect the validity of
the proceedings for the redemption of the Bonds or the
cessation of interest on the redemption date. Notice of
redemption of Bonds shall be given by the Fiscal Agent and on
behalf of the Agency at the expense of the Agency.
A certificate 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 such 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 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.
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.
.
.
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
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 redemption or
otherwise, the Fiscal Agent, on behalf of the Agency, is hereby
authorized to purchase Bonds on the open market at any time at
a price not to exceed the principal amount of the Bonds plus
the applicable premium and accrued interest, if any, to the
date of purchase plus brokerage fees, if any.
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, Santa Ana South Main
Street Redevelopment Project Tax Allocation Bonds 1985 Series D
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, Santa Ana South Main Street
Redevelopment Project, Tax Allocation Bonds, 1985 Series D
Special Fund" with special trust accounts contained therein
known as the "Interest Account", "Principal Account", "Costs 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, Santa Ana South Main Street Redevelopment Project, Tax
Allocation Bonds, 1985 Series D 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.
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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 Escrow Fund an amount equal to
$7,1l0,000;
(2) 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 interest
due on the Bonds on June 15, 1986, net of the anticipated
interest earnings on the funded amount to June 15, 1986,
and net of an amount equal to that portion of the debt
service attributable to monies in the Escrow Fund;
(3) Deposit in the Debt Service Reserve Account an
amount equal to the Reserve Requirement, net of an amount
equal to that portion of the interest payable during the
current Bond Year attributable to monies in the Escrow Fund;
(4) Deposit in the Costs of Issuance Account, an
amount equal to $376,733.
.
(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
shall remain there until from time to time expended for
purpose of financing a portion of the costs of the
Redevelopment Project and other related costs, and also
including in such costs:
Fund
the
(1) the payment of an amount of money in lieu of
taxes as authorized by Section 33401 of the Law in any year
during which the Agency owns property in the Redevelopment
Project Area, to any city, county, city and county,
district or other public corporation which would have
levied a tax upon such property had it not been exempt 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 Costs 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
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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
transferred to the Redevelopment Fund annually on December 15,
1986, December 15, 1987 and December 15, 1988 upon receipt by
the Fiscal Agent of (i) evidence satisfactory to it that the
Initial Letter of Credit has been replaced by a new letter of
credit in an amount equal to the amount of the Initial Letter
of Credit plus the amount to be disbursed less any increase in
the Debt Service Reserve Account and (ii) a certificate or
opinion of an Independent Financial Consultant that Tax
Revenues to be received by the Agency during such Bond 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 Maximum Annual Debt Service on the
Bonds less the Maximum 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 Special Term
Bonds on December 15, 1990 pursuant to Section 11A(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. 1639 of
the City of Santa Ana, which became effective on July 6, 1982),
shall be divided as follows:
(a) That portion of the taxes which would be produced
by the rate upon which the tax is levied each year by or
for each of the taxing agencies upon the total sum of the
assessed value of the taxable property in the Redevelopment
Project Area as shown upon the assessment roll used in
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.
.
.
connection with the taxation of such property by such
taxing agency last equalized prior to July 6, 1982, (being
the effective date of Ordinance No. 1639, 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
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".
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,
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.
.
.
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
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 on the
Initial Letter of Credit or Alternate Credit Facility, 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
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
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in the Principal Account on the
installment of principal of the
Minimum Sinking Account Payment
the principal coming due on the
the next December 15.
date of the payment of any
Bonds, whether a scheduled
or at maturity, is equal to
then outstanding Bonds on
(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, in order to cause the amount on deposit
therein to equal the Reserve Requirement. Moneys in the
Debt Service Reserve Account shall be transferred to the
Interest Account or Principal Account to pay interest on
and principal of the Bonds either (i) as it becomes due to
the extent Pledged 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 llA(2) or llA(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 Maximum 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,
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as shown by the certificate or opinion of an Independent
Financial Consultant employed by the Agency, and (iv) there
has been no material change in the status of the
Redevelopment Project which in the opinion of an
Independent Redevelopment Consultant, said opinion having
been filed with the Fiscal Agent, would be likely to result
in diminution of Tax Revenues in the succeeding fiscal
year, any such balances in the Special Fund shall be deemed
"surplus" hereunder and may be used and applied by the
Agency for any lawful purpose, including without
limitation, the purchase and/or call and redemption of
Bonds and Parity Bonds.
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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, 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 in obligations 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.
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;
(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 Maximum Annual Debt Service
on all Bonds expected to be outstanding including the
outstanding Bonds and Parity Bonds, (iii) 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:
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(i) for the current and each future Bond year
the debt service for each such Bond year with respect
to all Bonds and Parity Bonds reasonably expected to
be outstanding following the issuance of the Parity
Bonds;
(ii) for the then current Bond year, the 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.
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
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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
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 selling
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
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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 Tax Revenues and
other funds, accompanied by an opinion of an Independent
Certified Public Accountant appointed by the Agency, and will
furnish a copy of the statement or statements to the Fiscal
Agent, and any rating agency which maintains a rating on the
Bonds, and, upon written request, to any Bondholder.
Covenant 7. Eminent Domain Proceeds. The Agency
covenants and agrees that if all or any part of the
Redevelopment Project Area should be taken from it without its
consent, by eminent domain proceedings or other proceedings
authorized by law, for any public or other use under which the
property will be tax exempt, it shall take all steps necessary
to adjust accordingly the base roll of the Project Area.
Covenant 8. Disposition of Property. The Agency
covenants and agrees that it will not dispose of more than ten
percent (10%) of the land area in the Redevelopment Project
Area (except property shown in the Redevelopment Plan in effect
on the date this Resolution is adopted as planned for public
use, or property to be used for public streets, public
offstreet parking, sewage facilities, parks, easements or
right-of-way for public utilities, or other similar uses) to
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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,
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 foregoing, 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.
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Section 19. Taxation of Leased Property. Whenever any
property'in the Redevelopment Project Area has been redeveloped
and thereafter is leased by the Agency to any person or persons
(other than a public agency), or whenever the Agency leases
real property in the Redevelopment Project Area to any person
or persons (other than a public agency) for redevelopment, the
property shall be assessed and taxed in the same manner as
privately owned property, as required by Section 33673 of the
Law, and the lease or contract shall provide (a) that the
lessee shall pay taxes upon the assessed value of the entire
property and not merely upon the assessed value of his or its
leasehold interest, and (b) that if for any reason the taxes
levied on the property in any year during the term of the lease
or contract are less than the taxes which would have been
levied if the entire property had been assessed and taxed in
the same manner as privately owned property, the lessee shall
pay such difference to the Agency within thirty (30) days after
the taxes for the year become payable to the taxing agencies
and in no event later than the delinquency date of such taxes
established by law. All such payments shall be treated as 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
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 hereunder.
The Agency 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
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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 nerein 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.
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 determined and
prescribed by resolution. The Agency may authorize the new
Bond to be signed and authenticated in a manner as it
determines in the resolution.
.
Section 22. Cancellation of Bonds. All Bonds
surrendered to the Fiscal Agent 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
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written consent of the Bank so long as the Initial Letter of
Credit is 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 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 (50) 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
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consent is desired. The place, date and hour of the meeting
and the date or dates of mailing the notice shall be determined
by the Agency in its discretion.
The actual receipt by any Bondholder of notice of any
Bondholders' meeting shall not be a condition precedent to the
holding of the meeting, and failure to receive notice shall not
affect the validity of the proceedings at the meeting. A
certificate by the Secretary of the Agency approved by
resolution of the Agency, that the meeting has been called and
that notice has been given as provided herein, shall be
conclusive as against all parties and no Bondholder shall have
the right to show that he failed to receive actual notice of
the meeting.
C. Voting Qualifications. The Fiscal Agent shall
prepare and deliver to the chairman of the meeting a statement
of the names and addresses of the registered Owners of the
Bonds. This statement shall show maturities, serial numbers
and principal amounts so that voting qualifications can be
determined. No Bondholders shall be entitled to vote at the
meeting unless their names appear upon the statement. No
Bondholders shall be permitted to vote with respect to a larger
aggregate principal amount of Bonds than is set against their
names on the statement.
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
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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
of the meeting shall so certify in writing to the Agency. The
certificate shall constitute complete evidence of consent of
the Bondholders under the provisions of this Resolution. A
certificate signed and verified by the chairman and the
secretary of any Bondholders' meeting shall be conclusive
evidence and the only competent evidence of matters stated in
the certificate relating to proceedings taken at the meeting.
Section 24. Proceedings Constitute Contract; Events of
Default and Remedies of Bondholders. The provisions of this
Resolution, of the resolutions providing for the sale of the
Bonds and awarding the Bonds and fixing the interest rate or
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.
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
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(4) The Agency shall file a petition seeking
reorganization or arrangement under the federal
bankruptcy laws or any other applicable law of the
United States of America, or if a court of competent
jurisdiction shall approve a petition, filed with or
without the consent of the Agency, seeking
reorganization under the federal bankruptcy laws or
any other applicable law of the United States of
America, or if, under the provisions of any other law
for the relief or aid of debtors, any court of
competent jurisdiction shall assume custody or control
of the Agency or of the whole or any substantial part
of its property.
.
In each event of default described in (1) or (2) above
the Fiscal Agent shall, and in each case of default described
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;
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(2) by suit, action or proceeding in equity, to
enjoin any acts or things which are unlawful, or the
violation of any of the Bondholders' rights; or
(3) upon the happening of any event of default
(as defined in this Section), by suit, action or
proceeding in any court of competent jurisdiction, to
require the Agency and its members and employees to
account as if it and they were the trustees of an
express trust.
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
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respective registered owners of the Bonds for the purpose of
bringing any suit, action or proceeding and to do and perform
any and all acts and things for and on behalf of the respective
registered owners of the Bonds as a class or classes, as may be
necessary or advisable in the opinion of the Fiscal Agent as
attorney-in-fact.
E. General. After the issuance and delivery of the
Bonds, this Resolution, and any supplemental resolutions
hereto, shall be irrepealable, but shall be subject to
modification or amendment to the extent and in the manner
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.
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Section 27. Effective Date.
effect upon adoption.
This Resolution shall take
ADOPTED AND APPROVED THE 3rd day of December, 1985.
(SEAL)
ATTEST:
Secretary of e it
Santa Ana Community
Redevelopment Agency
City Attorney
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Chairman of the City of Santa
Ana Community Redevelopment
Agency
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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 I Secretary of the City of Santa
Ana Community Redevelopment Agency, DO HEREBY CERTIFY that the
foregoing Resolution was duly adopted by the Agency at a
regular meeting of the Agency held on the 3rd day of Decembe~
1985, and that the same was passed and adopted by the following
vote:
AYES:
Griset, Hart, Johnson, Luxembourger,
Members
McGuigan, Young
NOES: Members
ABSENT: Members Acosta
ABSTAIN: Members
~~
Secret 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 Swanson I Secretary of the City of Santa
Ana Community Redevelopment Agency, DO HEREBY CERTIFY that the
above and foregoing is a full, true and correct copy of
Resolution No'8~6of the Agency and that the Resolution was
adopted at the time and by the vote stated on the above
certificow, ond h., not been ome~~
Secre ry of the City of
Santa Ana Community
Redevelopment Agency
(SEAL)
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EXHIBIT A
(FORM OF BOND)
STATE OF CALIFORNIA
CITY OF SANTA ANA COMMUNITY REDEVELOPMENT AGENCY
SANTA ANA SOUTH MAIN STREET REDEVELOPMENT PROJECT
TAX ALLOCATION BONDS,
1985 SERIES D
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 or registered assigns
(herein sometimes referred to as "registered owner"), subject
to the right of prior redemption hereinafter mentioned, the
principal sum of Dollars ($ ),
on December 15, , 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 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, 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 of percent ( %) 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 Dai-Ichi Kangyo Bank of California, Fiscal
Agent for the Agency, in Los Angeles, California.
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
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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, Santa Ana South Main Street Redevelopment
Project, Tax Allocation Bonds, 1985 Series D" (herein called
the "Bonds"), in an aggregate principal amount of $13,000,000,
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 State of
California) for the purpose of aiding in the financing of the
Redevelopment Project referred to above and are authorized by
and issued pursuant to Resolution No. 85-56, adopted by the
Agency on December 3, 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.
All of the Bonds are equally secured in accordance with the
terms of the Resolution, reference to which is hereby made for
a specific description of the security 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, in the event of
default, 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.
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The Term Bonds and Special Term 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 Term Bonds and Special Term 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
Resolution.
The outstanding Term Bonds and Special Term 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 redeJrned 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
Premium
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 Term Bonds and Special Term 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:
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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 Term Bonds or Special Term 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 Initial 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 Special Term Bonds are subject to mandatory
redemption as a whole or in part on December 15, 1990, if the
Tax Revenues with respect to the respective Series 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.
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 Fiscal Agent in the City
of Los Angeles, California, 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.
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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
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 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.
Chairman of the City of Santa
Ana Community Redevelopment
Agency
(SEAL)
Secretary of the City of Santa
Ana Community Redevelopment
Agency
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FORM OF CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds described in the within-
mentioned Resolution.
Date of registration and authentication:
TEXAS COMMERCE BANK NATIONAL
ASSOCATION
On behalf of
DAI-ICHI KANGYO BANK OF
CALIFORNIA, as Fiscal Agent
By:
Authorized Signatory
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