HomeMy WebLinkAbout1986-22 CRA
MARKED 'ID SHew CHANGES
FROM DRAFT OF 05-16-86
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RESOLUTION NO.
86-22
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RESOLUTION OF THE CITY OF SANTA ANA COMMUNITY
REDEVELOPMENT AGENCY AUTHORIZING THE ISSUANCE
OF SANTA ANA SOUTH MAIN STREET REDEVELOPMENT
PROJECT TAX ALLOCATION REFUNDING BONDS OF SAID
AGENCY IN A PRINCIPAL AMOUNT OF NOT TO EXCEED
TWENTY-THREE MILLION THREE HUNDRED
SEVENTY-FIVE THOUSAND DOLLARS ($23,375,000)
AND APPROVING THE OFFICIAL STATEMENT AND BOND
PURCHASE AGREEMENT IN CONNECTION THEREWITH
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RESOLUTION NO,
RESOLUTION OF THE CITY OF SANTA ANA COMMUNITY
REDEVELOPMENT AGENCY AUTHORIZING THE ISSUANCE
OF SANTA ANA SOUTH MAIN STREET REDEVELOPMENT
PROJECT TAX ALLOCATION REFUNDING BONDS OF SAID
AGENCY IN A PRINCIPAL AMOUNT OF NOT TO EXCEED
TWENTY-THREE MILLION THREE HUNDRED
SEVENTY-FIVE THOUSAND DOLLARS ($23,375,000)
AND APPROVING THE OFFICIAL STATEMENT AND BOND
PURCHASE AGREEMENT IN CONNECTION THEREWITH
TABLE OF CONTENTS
Section 1.
Definitions
Section 2,
Amount, Issuance and Purpose of Bonds
Section 3,
Nature of Bonds
Section 4.
Description of Bonds
Section 5.
Interest
Section 6.
Place of Payment
Section 7,
Forms of Bonds
Section 8,
Execution of Bonds
Section 9,
Registration and Exchange of Bonds
Section 10,
Bond Register
Section 11.
Call and Redemption and Purchase of Bonds
Prior to Maturity
A.
Optional Redemption
B.
Special Early Redemption
c.
Sinking Account Redemption
D.
Call and Redemption, Notice of
Redemption
(i)
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Section 12.
Section 13.
Section 14.
Section 15.
Section 16.
Section 17.
Section 18,
E, Redemption Fund
F. Partial Redemption of Bonds
G. Effect of Redemption
H. Purchase of Bonds
Funds
Sale of Bonds; Disposition of Bond
Proceeds; Redevelopment Fund
Tax Revenues
Special Fund
Deposit and Investment of Moneys in Funds
Issuance of Parity Bonds
Covenants of the Agency
Covenant 1.
Covenant 2.
Covenant 3.
Covenant 4.
Covenant 5,
Covenant 6.
Covenant 7,
Covenant 8.
Covenant 9.
Complete Redevelopment Project;
Amendment to Redevelopment Plan
Use of Proceeds, Management and
Operation of Properties
No Priority
Punctual Payment
Payment of Taxes and Other
Charges
Books and Accounts; Financial
Statements
Eminent Domain Proceeds
Disposition of Property
Protection of Security and
Rights of Bondholders;
No Arbitrage
Covenant la. Compliance with Law
Covenant 11. Limitation on Indebtedness
(ii)
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Section 19,
Section 20,
Section 21,
Section 22.
Section 23,
Section 24,
Section 25,
Section 26,
Section 27,
Section 28,
Exhibit A
Taxation of Leased Property
Fiscal Agent and Paying Agents
Lost, Stolen, Destroyed or Mutilated Bonds
Cancellation of Bonds
Amendments
A, Calling Bondholders' Meeting
B. Notice of Meeting
C. Voting Qualifications
D. Issuer-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, Gene:.-al
CUSIP Numbers
Severabili ty
Official Statement, Bond Purchase
Agreement
Effective Date
Form of Bond
(Hi)
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RESOLUTION NO.
RESOLUTION OF THE CITY OF SANTA ANA COMMUNITY
REDEVELOPMENT AGENCY AUTHORIZING THE ISSUANCE
OF SANTA ANA SOUTH MAIN STREET REDEVELOPMENT
PROJECT TAX ALLOCATION REFUNDING BONDS OF SAID
AGENCY IN A PRINCIPAL AMOUNT OF NOT TO EXCEED
TWENTY-THREE MILLION THREE HUNDRED
SEVENTY-FIVE THOUSAND DOLLARS ($23,375,000)
AND APPROVING THE OFFICIAL STATEMENT AND BOND
PURCHASE AGREEMENT IN CONNECTION THEREWITH
WHEREAS, the City of Santa Ana Community Redevelopment
Agency (the "Agency"), is a redevelopment agency (a public
body, corporate and politic) duly created, established and
authorized to transact business and exercise its powers, all
under and pursuant to the Community Redevelopment Law (Part 1
of Division 24 commencing with Section 33000 of the Health and
Safety Code of the State of California), and the powers of the
Agency include the power to issue bonds for any of its
corporate purposes; and
WHEREAS, the Redevelopment Plan for a redevelopment project
known and designated as the "Santa Ana South Main Street
Redevelopment Project" has been adopted and approved by an
Ordinance of the City of Santa Ana, and all requirements of law
for and precedent to the adoption and approval of the
Redevelopment Plan have been duly complied with; and
WHEREAS, the purposes stated above will be accomplished by
issuing at this time such tax allocation refunding bonds in a
principal amount of Not to Exceed Twenty-Three Million Three
Hundred Seventy-Five Thousand Dollars ($23,375,000) 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 Refunding Bonds, 1986
Series A," (the "Bonds") the proceeds of which will be used to
refund the outstanding $19,000,000 principal amount of City of
Santa Ana Community Redevelopment Agency, South Main Street
Redevelopment Project Tax Allocation Bonds, 1984, and a loan
from the City of Santa An~and pay costs of issuing the Bonds;
and
NOW, THEREFORE, THE CITY OF SANTA ANA COMMUNITY
REDEVELOPMENT AGENCY DOES HEREBY RESOLVE, DETERMINE AND ORDER
AS FOLLOWS:
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Section 1, Definitions, As used in this Resolution, the
following terms shall have the following meanings, unless the
context otherwise requires:
"Bond" or "Bonds" means the "City of Santa Ana
Community Redevelopment Agency, Santa Ana South Main Street
Redevelopment Project Tax Allocation Refunding Bonds, 1986
Series A," authorized by this Resolution.
"Bond Insurer" means Financial Guaranty Insurance
Company, a New York stock insurance corporation, doing
business in California as FGIC Insurance Company, and its
successor or successors.
"Bond Year" means the twelve (12) month period of each
year commencing on the initial date of the Bonds.
"Bondholder" or "Owner of Bonds," or any similar
means any person who shall be the registered owner or
duly authorized attorney, trustee, or representative.
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,
term,
his
For
"City" means the City of Santa Ana, California.
"Escrow Bank" means the Fiscal Agent acting as the
holder of the Refunded Bond Fund as provided in the Escrow
Agreement.
"Escrow Agreement" means that certain Escrow Agreement
by and between the Agency and the Escrow Bank,
"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 timely payment of principal and interest.
"Fiscal Agent" means the fiscal agent appointed by the
Agency pursuant to Section 20 hereof, its successors and
assigns, and any other corporation or association which may
at any time be substituted in its place, as provided in
this Resolution,
"Independent Financial Consultant," "Independent
Engineer,""Independent Certified Public Accountant" or
"Independent Redevelopment Consultant" means any individual
or firm engaged in the profession involved, appointed by
the Agency, and who, or each of whom, has a favorable
reputation in the field in which his/her opinion or
certificate will be given, and:
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(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,
"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 totaling the following for each such Bond Year:
(1) The principal amount of all serial Bonds and
serial Parity Bonds, if any, payable in such Bond
Year; and
(2) The interest which would be due during such
Bond Year on the aggregate principal amount of Bonds
and Parity Bonds which would be outstanding in such
Bond Year if the Bonds and Parity Bonds outstanding on
the date of such computation were to mature or be
redeemed in accordance with the maturity schedules for
the serial Bonds and serial Parity Bonds, At the time
and for the purpose of making such computation, the
amount of term Bonds and term Parity Bonds already
retired in advance of the above-mentioned schedules
shall be deducted pro rata from the remaining amounts
thereon.
"Opinion of Counsel" means a written opinion of an
attorney or firm of attorneys of favorable reputation in
the field of municipal bond law. Any opinion of such
counsel may be based upon, insofar as it is related to
factual matters, information which is in the possession of
the Agency as shown by a certificate or opinion of, or
representation by, an officer or officers of the Agency,
unless such counsel knows, or in the exercise of reasonable
care should have known, that the certificate, opinion or
representation with respect to the matters upon which his
or her opinion may be based, as aforesaid, is erroneous.
"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.
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"Paying Agent" means any paying agent provided by the
Agency pursuant to this Resolution,
"Redevelopment Agency" or "Agency" means the City of
Santa Ana Community Redevelopment Agency.
"Redevelopment Plan" means the Redevelopment Plan for
the Santa Ana South Main Street Redevelopment Project Area,
approved and adopted by the City by ordinance and includes
any amendment thereof heretofore or hereafter made pursuant
to the Law.
"Refunded Bonds" means the $19,000,000 principal
amount of "City of Santa Ana Community Redevelopment
Agency, South Main Street Redevelopment Project, Tax
Allocation Bonds, 1984,"
"Redevelopment Project Area" means the project area
described and defined in the Redevelopment Plan.
"Regular Record Date" means the fifteenth day of the
month preceding any interest payment date,
"Reserve Requirement" means, as of the date of issue
of the Bonds, an amount equal to Maximum Annual Debt
Service on the Bonds net of the amount attributable to debt
service on the amounts deposited in the Escrowed Proceeds
Fund.
"Pledged Tax Revenues" means that portion of taxes
levied upon taxable property in the Redevelopment Project
Area and received by the Agency on or after the date of
issue of the Bonds, for the Redevelopment Project Area of
the Agency pursuant to Article 6 of Chapter 6 of the Law
and Section 16 of Article XVI of the Constitution of the
State of California. Provided, however, Pledged Tax
Revenues shall not include that portion of taxes allocated
to and received by the Agency for deposit in the low and
moderate income housing fund required by Section 17 of the
Redevelopment Plan and Section 33334.2 of the Law; 20% of
the tax revenues to be deposited in the Main Street
Improvement Set Aside; and 6% of the above tax revenues
which are required to be passed through to certain taxing
entities,
"Tax Revenues" means Pledged Tax Revenues.
"Treasurer" or "Treasurer of the Agency" means the
officer who is then performing the functions of Treasurer
of the Agency,
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Section 2, Amount, Issuance and Purpose of Bonds. Under
and pursuant to the Law and this Resolution, Bonds of the
Agency in a principal amount of Twenty-Three Million Three
Hundred Seventy-Five Thousand Dollars ($23,375,000) shall be
issued by the Agency for the corporate purposes of the Agency
by providing funds for the refunding of the Refunded Bonds
which were issued for the financing of a portion of the cost of
implementing the Redevelopment Plan which constitutes a
"redevelopment activity" as such term is defined in Health and
Safety Code Section 33678; and such issue of Bonds is hereby
authorized.
In connection with the refunding of the Refunded Bonds:
(a) Section 13 hereof provides for the transfer of
funds from the Refunded Bonds Escrow Fund and a portion of
the proceeds of the sale of the Bonds to be deposited in
the Refunded Bond Fund in a sufficient sum to accomplish
the refunding. Upon delivery of the Bonds hereunder, such
sums are to be deposited and to be used as provided in this
Resolution and the Escrow Agreement.
(b) The Escrow Agreement shall be as set forth in
Exhibit B attached hereto and made a part hereof and the
Chairman and Secretary of the Agency are hereby authorized
and directed to execute the same on behalf of the Agency,
(c) The Agency and/or the Escrow Bank, as the case
may be, shall take all action necessary to pay and retire
the Refunded Bonds as set forth in (d) below, including all
actions required by this Resolution and the Escrow
Agreement,
(d) The Agency hereby directs the Escrow Bank to
transfer to the Fiscal Agent for the Refunded Bonds such
amounts and at such times as are necessary to pay the
principal of, premium and interest on the Refunded Bonds
and to call all such Refunded Bonds outstanding for
redemption on July 1, 1994.
(e) Upon delivery of the Bonds, the Escrow Bank shall
execute and deliver to the Agency all instruments as may be
desirable to evidence such release, discharge and
satisfaction of the Resolution.
Section 3, Nature of Bonds, The Bonds shall be and are
special obligations of the Agency and are secured by an
irrevocable pledge of, and are payable as to principal,
interest and premium, if any, from Pledged Tax Revenues and
other funds as hereinafter provided. The Bonds, interest
thereon and premium, if any, are not a debt of the City, the
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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 Pledged Tax Revenues and other funds
as hereinafter provided, without priority for number, date of
sale, date of execution or date of delivery, except as
expressly provided herein.
The validity of the Bonds is not and shall not be dependent
upon: (a) the completion of the Redevelopment Project or any
part thereof, or (b) the performance by anyone of his/her
obligations relative to the Redevelopment Project Area, or (c)
the proper expenditures of the proceeds of the Bonds,
Nothing in this Resolution shall preclude: (a) the payment
of the Bonds from the proceeds of refunding bonds issued
pursuant to the Law, or (b) the payment of the Bonds from any
legally available funds. Nothing in this Resolution shall
prevent the Agency from making advances of its own funds,
however derived, to any of the uses and purposes mentioned in
this Resolution.
If the Agency shall cause to be paid, or shall have made
provision to pay upon maturity or upon redemption prior to
maturity, to the Bondholders the principal of, premium, if any,
and interest to become due on the Bonds, through setting aside
trust funds or setting apart in a reserve fund or special trust
account created pursuant to this Resolution or otherwise, or
through the irrevocable segregation for that purpose in some
sinking fund or other fund or trust account with a fiscal agent
or otherwise, moneys sufficient therefor, including, but not
limited to, interest earned or to be earned on Federal
Securities, then the lien of this Resolution, including,
without limitation, the pledge of the Pledged Tax Revenues, and
all other rights granted hereby, shall cease, terminate and
become void and be discharged and satisfied, and the principal
of, premium, if any, and interest on the Bonds shall no longer
be deemed to be outstanding and unpaid; provided, however, that
nothing in this Resolution shall require the deposit of more
than such Federal Securities as may be sufficient, taking into
account both the principal amount of such Federal Securities
and the interest to become due thereon, to implement any
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refunding of the Bonds. Bonds, the principal of or interest on
which has been paid by the Bond Insurer shall not be deemed to
have been paid or caused to be paid by the Agency, and shall
remain outstanding until paid by the Agency.
In the event of such a defeasance of the Bonds, the Agency
shall cause an accounting for such period or periods to be
prepared and filed with the Fiscal Agent, and the Fiscal Agent,
upon the request of the Agency, shall release the rights of the
Bondholders under this Resolution and execute and deliver to
the Agency all such instruments as may be desirable to evidence
such release, discharge and satisfaction, and the Fiscal Agent
shall pay over or deliver to the Agency all moneys or
securities held by it pursuant to this Resolution which are not
required for the payment or redemption of Bonds not theretofore
surrendered for such payment or redemption.
Provision shall be made by the Agency, satisfactory to the
Fiscal Agent, for the mailing of a notice to the Owners of such
Bonds that such moneys are so available for such payment,
Section 4, Description of Bonds, The Bonds shall be in a
principal amount of Twenty-Three Million Three Hundred
Seventy-Five Thousand Dollars ($23,375,000) and shall be
designated "CITY OF SANTA ANA COMMUNITY REDEVELOPMENT AGENCY,
SANTA ANA SOUTH MAIN STREET REDEVELOPMENT PROJECT TAX
ALLOCATION REFUNDING BONDS, 1986 Series A," The Bonds shall be
initially issued in the form of fully registered bonds in
denominations of $5,000 each or any whole multiple thereof.
The Bonds shall be serial and term bonds and shall mature on
December 1 of the years and in the amounts and shall bear
interest at the rates per annum as follows:
Maturity Date Principal Interest
December 1 Amount Rate
1987 $ 270,000 4,75%
1988 285,000 5,00%
1989 300,000 5,25%
1990 315,000 5.50%
1991 330,000 5,75%
1992 350,000 6,00%
1993 370,000 6,20%
1994 390,000 6.40%
1995 415,000 6.60%
. 1996 445,000 6,75%
1997 470,000 6.90%
1998 505,000 7.00%
1999 540,000 7.10%
2000 575,000 7.10%
2015 6,850,000 7.40%
2016 10,965,000 7,375%
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The Bonds maturing on December 1,2015 are designated
Special Term ~~nds and the Bonds maturing on December 1, 2016
are designatedATerm Bonds,
Section 5. Interest. The Bonds shall bear interest at a
rate or rates as set forth above per annum payable on
December 1, 1986 and semiannually thereafter on each June 1 and
December 1, Each Bond shall bear interest until its principal
sum has been paid; provided, however, that if funds are
available for the payment thereof in full accordance with the
terms of this Resolution, such Bond shall then cease to bear
interest. Interest is calculated on the basis of a 360 day
year composed of twelve 30 day months.
The Bonds shall be numbered by the Fiscal Agent as the
Fiscal Agent or the Agency shall determine and shall be dated
as of the date of their authentication, except that Bonds
issued upon exchanges and transfers of other Bonds shall be
dated so that no gain or loss of interest shall result from the
exchange or transfer, and Bonds issued before the first Regular
Record Date shall be dated as of May 1, 1986. Each Bond shall
bear interest from the interest payment date next preceding the
date thereof unless (i) it is dated as of an interest payment
date, in which event it shall bear interest from that interest
payment date, or (ii) it is dated after a Regular Record Date
and before the following interest payment date, and if the
Agency shall not default in the payment of interest due on such
interest payment date, in which event it shall bear interest
from such interest payment date, or (iii) it is dated prior to
the first Regular Record Date, in which event it shall bear
interest from the date of the Bonds, Interest on Bonds shall
be paid by the Fiscal Agent (out of the appropriate funds) by
check or draft mailed by first class mail on the interest
payment date to the registered owner as his/her name and
address appear on the register kept by the Fiscal Agent on the
Regular Record Date preceding the interest payment date,
Section 6, Place of Payment. The principal of the Bonds
and any premiums upon the redemption thereof prior to maturity
shall be payable in lawful money of the United States of
America and shall be payable at the corporate trust office of
the Fiscal Agent in Los Angeles, California.
Section 7. Forms of Bonds. The Bonds shall be
substantially in the form annexed hereto as Exhibit "A". Such
form is hereby approved and adopted as the form of the Bonds
and of the redemption, exchange, registration and assignment
provisions pertaining to them, with necessary or appropriate
variations, omissions, and insertions, as permitted or required
by this Resolution and by any subsequent supplemental
resolution of the Agency,
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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, and may
contain references to any of the provisions of this Resolution
as may be appropriate, Every temporary Bond shall be executed
by the Agency and be issued by the Fiscal Agent upon the same
conditions and in substantially the same form and manner as the
definitive fully registered Bonds. If the Agency issues
temporary Bonds, it will execute and furnish definitive Bonds
without delay, and, thereupon, the temporary Bonds shall be
surrendered for cancellation at the principal office of the
Fiscal Agent in Los Angeles, California, or at such other place
in California as the Agency may approve, The Fiscal Agent
shall deliver in exchange for the surrendered temporary Bonds
an equal aggregate principal amount of definitive Bonds of
authorized denominations of this same issue. Until exchanged,
the temporary Bonds shall be entitled to the same benefits
under this Resolution as definitive Bonds of this same issue,
except no accrued interest shall be paid on the temporary Bonds
until the exchange has been accomplished.
Section 8, Execution of Bonds. The Bonds shall be signed
on behalf of the Agency by its Chairman by facsimile signature
and by its Secretary by facsimile signature, and the seal of
the Agency shall be impressed, imprinted or reproduced
thereon. The foregoing officers are hereby authorized and
directed to sign the Bonds in accordance with this Section, If
any Agency member or officer whose facsimile signature appears
on the Bonds ceases to be a member or officer before delivery
of the Bonds, his/her signature is as effective as if he or she
had remained in office,
The Fiscal Agent shall authenticate the Bonds on
registration and/or exchange to effectuate the registration and
exchange provisions set forth in Section 9, and only those
Bonds that have endorsed on them a certificate of
authentication, substantially in the form set forth in the form
of Bond, duly executed by the Fiscal Agent, shall be entitled
to any rights, benefits or security under this Resolution, No
Bonds shall be valid or obligatory for any purpose unless and
until the certificate of authentication has been duly executed
by the Fiscal Agent, The certificate of the Fiscal Agent upon
any Bond shall be conclusive and the only evidence required
that the Bond has been duly authenticated and delivered under
this Resolution. The Fiscal Agent's certificate of
authentication on any Bond shall be deemed to have been duly
executed if signed by an authorized officer of the Fiscal
Agent, but it shall not be necessary that the same officer sign
the certificate of authentication on all of the Bonds that may
be issued hereunder.
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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 and the Fiscal Agent. The person,
firm or corporation requesting the exchange shall pay 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 a whole multiple
thereof and shall be of the same maturity,
Section 10, Bond Register. The Fiscal Agent will keep at
its principal office in the City of Los Angeles, California, or
at such other place in California as the Agency may approve,
sufficient books for the registration and transfer of the
Bonds, The books shall at all times during reasonable business
hours be open to inspection by the Bond Insurer and the Agency;
and, upon presentation for such purpose, the Fiscal Agent shall
under such reasonable regulations as it may prescribe, register
or transfer, or cause to be registered or transferred, on the
register, the Bonds as hereinbefore provided.
Section 11, Call and Redemption and Purchase of Bonds
Prior to Maturity, The Bonds maturing on or before December 1,
1996, are not subject to call and redemption prior to maturity,
A. Optional Redemption. The Bonds maturing on or after
December l, 1997, may be called before maturity and redeemed at
the option of the Agency, in whole from the proceeds of
refunding bonds and other available funds, or in whole or in
part from any other source of funds, on December 1, 1996 or on
any interest payment date thereafter, prior to maturity, in
inverse order of maturity and by lot within any maturity. The
interest payment date on which Bonds are to be presented for
redemption is sometimes referred to as the "redemption date,"
Bonds called for redemption shall be redeemed at the redemption
prices (expressed as a percentage of the principal amount of
Bonds to be redeemed) plus accrued interest to the redemption
date as shown in the following table:
Redemption Dates
Redemption Price
December 1,
December 1,
December 1,
December 1,
December 1,
1996
1997
1998
1999
2000
or June 1, 1997
or June 1, 1998
or June 1, 1999
or June 1, 2000
and thereafter
102 %
101 1/2%
101 %
100 1/2%
100 %
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B. Special Early Redemption. The Special Term Bonds are
subject to special early redemption in whole or in part, by lot
at a redemption price of 100% of the principal amount thereof
plus accrued interest to the redemption date without premium,
(i) on June 1, 1989 to the extent of any moneys remaining in the
Escrowed Proceeds Fund on May 1, 1989; and (ii) on any interest
payment date prior to June 1, 1989 in the event that state law
is modified to alter the generation of Pledged Tax Revenues in a
manner that lowers Pledged Tax Revenues to the level that the
Agency determines will prohibit the transfer of all funds from
the Escrowed Proceeds Fund'A
For the purpose of selecting Bonds by lot, Bonds in excess
of $5,000 will be assigned a separate number for each $5,000 of
principal they represent,
C. Sinking Account Redemption. The Special Term Bonds
maturing on December 1, 2015 shall be subject to minimum sinking
fund redemptions at a redemption price equal to 100% of the
principal amount thereof, plus accrued interest, if any, to the
redemption date without premium, on December 1 in each of the
following years and amounts:
Principal Principal
. Year Amount Year Amount
2001 $265,000 2008 $440,000
2002 285,000 2009 470,000
2003 305,000 2010 505,000
2004 330,000 2011 540,000
2005 350,000 2012 580,000
2006 380,000 2013 625,000
2007 410,000 2014 670,000
2015 (maturity) 695,000
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The Term Bonds maturing on December 1,2016 shall be
subject to minimum sinking fund redemptions at a redemption
price equal to 100% of the principal amount thereof, plus
accrued interest, if any, to the redemption date without
premium, on December 1 in each of the following years and
amounts:
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. Principal Principal
Year Amount Year Amount
. 2001 ~ $355,000 2009 $ 625,000
2002 380,000 2010 670,000
2003 410,000 2011 720,000
2004 435,000 2012 775,000
2005 470,000 2013 830,000
2006 505,000 2014 890,000
2007 540,000 2015 980,000
2008 580,000 2016 (maturity) 1,800,000
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D. Call and Redemption; Notice of Redemption. The Agency
may (and, if required by Section 15 hereof, shall) by
resolution direct the call and redemption prior to maturity of
Bonds by the Fiscal Agent pursuant to Section 11A hereof in
such amounts as there are funds available for use in redemption
and shall give notice to the Fiscal Agent of the redemption at
least thirty (30) days prior to the redemption date. No such
notice shall be required with respect to redemption pursuant to
Sections IlB or llC hereof,
Notice of redemption prior to maturity shall be given by
first class mailing, postage prepaid not less than ten (10) nor
more than sixty (60) days prior to the redemption date, (i) to
the original purchaser(s) of the Bonds from the Agency (in the
case of a syndicate, to the manager thereof), and (ii) to the
registered owner of each such Bond at the address shown on the
registration books of the Fiscal Agent. Neither the failure to
receive such notice nor any immaterial defect in any notice
mailed shall affect the sufficiency of the proceedings for the
redemption of any Bonds, The notice of redemption shall (a)
state the redemption date; (b) state the redemption price; (c)
state the numbers of the Bonds to be redeemed; provided,
however, that whenever any call for redemption includes all of
the outstanding Bonds, the numbers of the Bonds need not be
stated; (d) state, as to any Bonds redeemed in part only, the
Registered Bond numbers and the principal portion thereof to be
redeemed; and (e) state that interest on the principal portion
of the Bonds designated for redemption shall cease to accrue
from and after the redemption date and that on the redemption
date there shall become due and payable on each of such Bonds
the redemption price for each Bond.
The actual receipt by the Owner of any Bond of notice of
redemption shall not be a condition precedent to redemption,
and failure to receive notice shall not affect the validity of
the proceedings for the redemption of the Bonds or the
cessation of interest on the redemption date, Notice of
redemption of Bonds shall be given by the Fiscal Agent on
behalf of the Agency and at the expense of the Agency.
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A certificate by the Fiscal. Agent that notice of redemption
has been given in accordance with this Resolution shall be
conclusive as against all parties, and no Bondholder whose Bond
is called for redemption may object to the redemption or the
cessation of interest on the redemption date by claiming or
showing that he failed to receive actual notice of call and
redemption,
E. Redemption Fund. Prior to the mailing of notice as
required above, the Fiscal Agent shall establish, maintain and
hold in trust a separate fund which is hereby created for the
purpose of this Resolution entitled "City of Santa Ana
Community Redevelopment Agency, Santa Ana South Main Street
Redevelopment Project Tax Allocation Bonds, 1986 Series A,
Redemption Fund" (hereinafter referred to as the "Redemption
Fund"). There shall be set aside in the Redemption Fund prior
to mailing notice of optional or mandatory redemption, moneys
for the purpose of and sufficient to redeem, at the premiums,
if any, payable as provided in this Resolution, the Bonds
designated in the notice of redemption, The moneys must be set
aside in the Fund solely for that purpose and shall be applied
on or after the redemption date to the payment (principal and
premium, if any) of the Bonds to be redeemed upon presentation
and surrender of the Bonds, In the event moneys transferred to
the Redemption Fund from the Escrowed Proceeds Fund exceed the
amount required to redeem the Special Term Bonds, such monies
shall be transferred to the Special Fund.
F. 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.
G. Effect of Redemption. Notice of redemption having
been duly given as provided above, and moneys for payment of
the principal of, premium, if any, and interest payable upon
redemption of the Bonds being set aside as provided above, the
Bonds, or parts thereof, called for redemption shall, on the
redemption date, become due and payable at the redemption price
specified in the notice. Interest on the Bonds, or parts
thereof, as the case may be, called for redemption shall cease
to accrue. The Bonds, or parts thereof redeemed, shall cease
to be entitled to any lien, benefit or security under this
Resolution, and the Owners of the Bonds shall have no rights
except to receive payment of the redemption price upon
surrender of the Bonds, and, in the case of partial redemption
of Bonds, also to receive a new Bond or Bonds for the
unredeemed balance as provided above,
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H. Purchase of Bonds. In lieu of redemption or
otherwise, the Fiscal Agent, on behalf of the Agency and upon
its direction, 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, There is hereby continued with the
Treasurer a special trust fund created purusant to Agency
- Resolution No, 20 called the "South Main Street Redevelopment
Project Redevelopment Fund" (hereinafter sometimes called the
"Redevelopment Fund"), There is hereby created with the Fiscal
Agent a special trust fund called the "South Main Street
Redevelopment Project Special Fund" with special trust accounts
contained therein known as the "Interest Account", "Principal
Account", and the "Reserve Account," There is hereby created
with the Fiscal Agent a special trust fund called the "Escrowed
Proceeds Fund," There is also created a special trust fund
with the Escrow Bank known as the "Refunded Bond Fund" which
shall be held by the Escrow Bank in accordance with the Escrow
Agreement, ---
So long as any of the Bonds, or any interest on them,
remain unpaid by the Agency, the moneys in the foregoing Funds
shall be used for no purposes other than those required or
permitted by this Resolution and the Law,
Section 13, Sale of Bonds; Disposition of Bond Proceeds;
Redevelopment Fund, The Agency may provide by resolution for
the sale of the Bonds in the manner provided by the Law.
A, Upon the delivery of the Bonds to the initial
purchasers, the Fiscal Agent, on behalf of the Agency, shall
transfer any funds held in the Debt Service Reserve Account of
the Santa Ana South Main Street Redevelopment Project Special
Fund created pursuant to Resolution No. 84-20 of the Agency to
the Debt Service Reserve Account, The balance of the funds
held in the Special Fund created pursuant to Resolution
No, 84-20, including any accounts therein, and the Escrowed
Proceeds Fund created pursuant to Resolution No, 84-20 of the
Agency shall be transferred to the Refunded Bond Fund except
that an amount as set forth in a certificate of the Agency
del~vered concurrently w~th the del~very of the Bonds shall be
transferred to the Redevelopment Fund,
B. Upon the delivery of the Bonds to the purchasers, the
Fiscal Agent, on behalf of the Agency and upon its direction,
shall receive the proceeds from the sale of the Bonds, and
shall dispose of the proceeds and moneys as follows:
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(1) Deposit in the Interest Account accrued interest
and premium, if any, paid by the purchasers of the Bonds;
plus an amount which when added to the sum of the accrued
interest and premium, if any, and anticipated investment
earnings on the total amount deposited in the Interest
Account will equal the interest due on the Bonds on
December 1, 1986 net of that portion of interest due on
monies deposited in the Escrowed Proceeds Fund;
(2) Deposit in the Reserve Account a sum equal to the
Reserve Requirement net of the amount deposited in such
Account pursuant to Section 13A hereof and net of an amount
equal to debt service (calculated at the rate borne by the
Special Term Bonds) attr~butab1e to mon~es depos~ted ~n the
Escrowed Proceeds Fund;
(3) Deposit in the Refunded Bond Fund an amount,
which together with the amount transferred as provided in
Section 13A, will be sufficient, taking into consideration
any investment earnings thereon, to pay the principal of,
premium, if any, and interest on the Refunded Bonds
through the date of redemption.
(4) Pay the necessary expenses, including bond
insurance premiums, if any, in connection with the issuance
and sale of the Bonds and fees of the Fiscal Agent and
Paying Agents;
(5) Deposit in the Escrowed Proceeds Fund the sum of
$6,800,000,
(6) After making the above deposits, the balance of
the proceeds from the sale of the Bonds, if any, shall be
transferred to the Treasurer who shall place the same in
the Redevelopment Fund,
C, The moneys set aside in the Escrowed Proceeds Fund
shall be transferred to the Redevelopment Fund from time to
time upon receipt by the Fiscal Agent of a certificate or
opinion of an Independent Financial Consultant that Pledged Tax
Revenues to be received by the Agency during such Fiscal Year,
based upon the most recent assessed valuation of taxable
property in the Redevelopment Project Area, furnished by the
appropriate officer of the County of Orange, will be at least
equal to 1.25 times the current bond year's debt service on the
Bonds less the current bond year's debt service on that portion
of the Bonds which will remain in the Escrowed Proceeds Fund
immediately following any such transfer, Any moneys remaining
in the Escrowed Proceeds Fund on)May 1, 1989 shall be
transferred to the Redemption Fund and appl~ed to the
redemption of Special Term Bonds pursuant to Section IlB, Upon
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transfer of moneys from the Escrow Proceeds Fund to the
Redevelopment Fund, the Fiscal Agent shall give notice to each
Bondowner by first class mail postage prepaid that such
transfer has been made and that the Bonds are no longer subject
to Special Mandatory Redempt10n pursuant to Sect1on lIB hereof,
D, The moneys set aside in the Redevelopment Fund shall
remain there until from time to time expended for the purpose
of financing a portion of the costs of the Redevelopment
Project and other related costs, and also including in such
costs:
(1) The payment of an amount of money in lieu of
taxes as authorized by Section 33401 of the Law in any year
during which the Agency owns property in the Redevelopment
Project Area, to any city, county, city and county,
district or other public corporation which would have
levied a tax upon such property had it not been exempt;
(2) The cost of any lawful activities in connection
with the implementation of the Redevelopment Project Area,
including, without limitation, those activities authorized
by Section 33445 of the Law; and
(3) The necessary expenses in connection with the
issuance and sale of the Bonds and fees of the Fiscal Agent
and Paying Agents not otherwise paid under paragraph B
above.
If any sum remains in the Redevelopment Fund after the full
accomplishment of the objects and purposes for which the Bonds
were issued as determined by resolution of the Agency, that sum
shall be transferred to the Special Fund,
All of the above uses constitute a "redevelopment activity"
as that term is defined in Health and Safety Code Section 33678.
E. Moneys deposited in the Refunded Bond Fund shall be
held by the Escrow Bank and applied to the payment of interest
aQd redemption price of the Refunded Bonds in accordance with
the Escrow Agreement.
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
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of the Ordinance approving the Redevelopment Plan (being
Ordinance No, NS1639 of the City of Santa Ana, which became
effective on June 6, 1982 shall be divided as follows:
(a) That portion of the taxes which would be produced
by the rate upon which the tax is levied each year by or
for each of the taxing agencies upon the total sum of the
assessed value of the taxable property in the Redevelopment
Project Area as shown upon the assessment roll used in
connection with the taxation of such property by such
taxing agency last equalized prior to the effective date of
the Ordinance adopting the Plan shall be allocated to and
when collected shall be paid into the funds of the
respective taxing agencies as taxes by or for the taxing
agencies on all other property are paid; and
(b) That portion of the levied taxes each year in
excess of such amount shall be allocated to and when
collected shall be paid into the Special Fund of the
Agency, This portion of the levied taxes (plus State
reimbursed amounts for certain property tax exemptions
including but not limited to those related to business
inventory and homeowners exemptions, to the extent
received), are herein referred to as "Pledged Tax
Revenues," Provided, however, Pledged Tax Revenues shall
not include that portion of taxes allocated to and received
by the Agency for deposit in the low and moderate income
hous~ng fund required by Section 17 of the Redevelopment
Plan and Section 33334.2 of the Law; 20% of the tax
revenues to be deposited in the Main Street Improvement Set
Aside; and 6% of the above tax revenues which are required
to be passed through to certain taxing entities.
The foregoing provisions of this Section are a portion of
the provisions of Article 6 of the Law as applied to the Bonds
and shall be interpreted in accordance with Article 6, and the
further provisions and definitions contained in Article 6 are
incorporated by reference herein and shall apply.
The Pledged Tax Revenues received by the Agency on or after
the date of issue of the Bonds are hereby irrevocably pledged
to the payment of the principal of, premium, if any, and
interest on the Bonds, and until all of the Bonds and all
interest thereon, have been paid (or until moneys for that
purpose have been irrevocably set aside), the Pledged Tax
Revenues (subject to the exception set forth in Section 15(d»
shall be applied solely to the payment of the Bonds plus
premium if any, and the interest thereon as provided in this
Resolution, This allocation and pledge is for the exclusive
benefit of the Owners of the Bonds and shall be irrevocable,
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Section 33645 of the Health and Safety Code provides, in
applicable part as follows: "The resolution, trust indenture,
or mortgage shall provide that tax increment funds allocated to
an agency pursuant to Section 33670 shall not be payable to a
trustee on account of any issued bonds when sufficient funds
have been placed with the trustee to redeem all outstanding
bonds of the issue," This Resolution is intended to comply
with the above quoted provision and shall be so construed,
Section 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 Pledged Tax Revenues and
other moneys identified herein, and the Agency will, so far as
permitted by law, authorize and direct the payment of the
Pledged Tax Revenues by the respective taxing entities directly
to the Fiscal Agent. The interest on the Bonds until maturity
shall be paid by the Fiscal Agent from the Special Fund. At
the maturity of any of the Bonds, and, after all interest then
due on the Bonds then outstanding has been paid or provided
for, moneys in the Special Fund shall be applied to the payment
of the principal of any of such Bonds,
Without limiting the generality of the foregoing and for
the purpose of assuring that the payments referred to above
will be made as scheduled, the Pledged Tax Revenues accumulated
in the Special Fund shall be used in the following priority;
provided, however, to the extent that deposits have been made
in any of the Funds referred to below from the proceeds of the
sale of the Bonds or otherwise, the deposits below need not be
made:
(a) Interest Account. Deposits shall be made into
the Interest Account so that the balance in the Account on
each interest payment date shall be equal to interest due
on the then outstanding Bonds on such interest payment
date. Moneys in the Interest Account shall be used solely
for the payment of interest on the Bonds as interest
becomes due, including accrued interest on any Bonds
purchased or redeemed prior to maturity.
(b) Principal Account, After the deposits have been
made pursuant to subparagraph (a) above, deposits shall
next be made into the Principal Account so that the balance
in the Account on or prior to eachADecember 1 is equal to
the principal coming due on such date on the then
outstanding serial Bonds or the amount of the mandatory
Sinking Account payments due on such date, All monies in
the Principal Account shall be used and withdrawn by the
Fiscal Agent solely for the purpose of paying principal and
Sinking Account installments on the Bonds as they shall
become due and payable.
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(c) Reserve Account, After deposits have been made
pursuant to subparagraphs (a) and (b) above, deposits shall
be made to the Reserve Account, if necessary, in order to
cause the amount on deposit tnerein to equal the Reserve
Requirement. Moneys in the Reserve Account shall be
transferred to the Interest Account or Principal Account to
pay interest on and principal of the Bonds either (i) as it
becomes due to the extent Pledged Tax Revenues are
insufficient therefor or (ii) at the final maturity of the
Bonds. Any portion of the Reserve Account which is in
excess of the Reserve Requirement shall be transferred at
least semiannually to the Interest Account,
(d) Surplus. It is the intent of this Resolution:
(i) that the deposits in subparagraphs (a) and (b) above to
the Interest Account and the Principal Account,
respectively, shall be made as scheduled, and (ii) that the
deposits in subparagraph (c) above to the Reserve Account
shall be made as necessary to maintain a balance equal to
the Reserve Requirement, if and only if the Pledged Tax
Revenues are sufficient therefor, Should it be necessary
to defer all or part of any deposits referred to in
subparagraph (c) above, such deferred deposits shall be
cumulative and shall be made when the Pledged Tax Revenues
are sufficient to make the deposits required by
subparagraphs (a) and (b) and thereafter make the deposits
required by subparagraph (c),
If: (i) the above transfers have been made so that the
required amounts as of that time are in the above mentioned
Accounts, and (ii) the Pledged Tax Revenues to be received
by the Agency in the current Fiscal Year, based upon the
most recent assessed valuation of taxable property in the
Redevelopment Project Area, furnished by the appropriate
officer of the County of Orange are at least equal to 1,25
times the Maximum Annual Debt Service on all Bonds, Parity
Bonds and any loans, advances or indebtedness payable from
Pledged Tax Revenues on a parity with the Bonds pursuant to
Section 33670 of the Law, as shown by the certificate or
opinion of an Independent Financial Consultant employed by
the Agency, and (iii) there has been no material change in
the status of the Redevelopment Project which in the
opinion of an Independent Redevelopment Consultant, said
opinion having been filed with the Fiscal Agent, would be
likely to result in diminution of increment in the
succeeding fiscal year, any balances in the Special Fund
may be used and applied by the 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,
Subject to the provisions of Covenant 9 of Section 18 hereof,
all moneys held by the Agency in the Redevelopment Fund, except
such moneys which are at the time invested in obligations in
which the Agency is authorized to make investments, and by the
Fiscal Agent in the Special Fund which are not otherwise
invested pursuant to this Section 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 funds managed by regulated investment companies
and 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,
provided....!lliL above money market funds are rated" AAM" or
"AAm-G" or better by Standard & Poor's Corporation.
Moneys in the Redevelopment Fund shall from time to time be
invested by the Agency, and moneys in the Special Fund may be
invested by the Fiscal Agent and upon request of the Agency
shall be invested in Federal Securities or negotiable
certificates of deposit issued by a nationally or state
chartered bank or savings and loan association, subject to the
following restrictions:
(a) Any nationally or state chartered bank or savings
and loan association issuing such negotiable certificate of
deposit must:
(1) have an unsecured, uninsured and
unguaranteed obligation rated "Aa" or better by
Moody's Investors Service, Inc. and "AA" or better by
Standard & Poor's Corporation; or
(2) be the lead bank of a parent bank holding
company with an uninsured, unsecured and unguaranteed
obligation meeting the rating requirements in (1)
above.
(b) Moneys in the Redevelopment Fund shall be
invested only in obligations which will by their terms
mature not later than the date the Agency estimates the
moneys represented by the particular investment will be
needed for withdrawal from the Fund.
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(c) Moneys in the Interest and Principal Account of
the Special Fund shall be invested only in obligations
which will by their terms mature on such dates as to ensure
that before each interest and principal payment date, there
will be in such Account, from matured obligations and other
moneys already in such Account, cash equal to the interest
and principal, payable on such payment date,
(d) Moneys in the Reserve Account shall be invested
in obligations which will by their terms mature on or
before the date of the final maturity of the Bonds or five
(5) years from the date of investment, whichever is earl~er.
(e) Moneys in the Escrowed Proceeds Fund shall be
invested in accordance with the~nvestmentœgreement as
described in (f) below or otherwise in Federal Secur~t~es
which mature on or before June 1, 1989, Any monies
remaining in the Escrowed Proceeds Fund after May 1, 1989
shall be used to redeem the Special Term Bonds on June 1,
1989 in accordance with Section I1B of this Resolution.
(f) Investment agreements with a bank or insurance
company which has an unsecured, uninsured and unguaranteed
obligation (or claims-paying ability) rated "Aa" or better
by Moody's Investors Service, Inc, and "AA" or better by
Standard Poor's Corporation, or is the lead bank of a
parent bank holding company with an uninsured, unsecured
and unguaranteed obligation meeting such rating
requirements, provided:
(1) the terms and provider of the agreement are
specifically approved by~the Bond Insurer; and
(2) interest is paid at least semi-annually at a
fixed rate during the entire term of the agreement,
consistent with bond payment dates; and
(3) moneys invested thereunder may be withdrawn
without any penalty, premium, or charge upon not more
than one day's notice (provided such notice may be
amended or canceled at any time prior to the
withdrawal date); and
(4) the agreement is not subordinated to any
other obligations of such insurance company or bank;
and
(5) the same guaranteed interest rate will be
paid on any future deposits made to restore the
reserve to its required amount; and
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(6) the trustee receives an opinion of counsel
that such agreement is an enforceable obligation of
such insurance company or bank.
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 as
required by this Resolution. The investment constituting a
part of the Fund shall be valued at the then estimated or
appraised market value of the investment or face amount
thereof, whichever is lower; provided, however, that
investments in the Interest Account and the Principal Account
shall be valued at the face amount thereof. All interest
earnings received on any monies invested in the Interest
Account, Principal Account or Reserve Account, to the extent
they exceed the amount required to be in such account, shall be
transferred to the Special Fund. All interest earnings on
monies invested in the Redevelopment Fund shall be retained in
such fund and applied to the costs of the Project.
Section 17, Issuance of Parity Bonds, If at any time
the Agency determines it needs to do so, the Agency may provide
for the issuance of, and sell, Parity Bonds in such principal
amounts as it estimates will be needed. The issuance and sale
of any Parity Bonds shall be subject to the following
conditions precedent:
(a) The Agency shall be in compliance with all
covenants in this Resolution;
(b) The Parity Bonds shall be on such terms and
conditions as may be set forth in a supplemental
resolution, which shall provide for (i) bonds substantially
in accordance with the Resolution, (ii) the deposit of
moneys into the Reserve Account in an amount sufficient,
together with the balance of the Reserve Account, to equal
theAReserve Requirement on all Bonds expected to be
outstanding including the outstanding Bonds and Parity
Bonds, (iii) the disposition of Surplus Pledged Tax
Revenues in substantially the same manner as Section 15(d)
hereof;
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(c) Receipt of a certificate or opinion of an
Independent Financial Consultant showing:
(i) For the current and each future Bond year
the debt service for each such Bond year with respect
to all Bonds and Parity Bonds reasonably expected to
be outstanding following the issuance of the Parity
Bonds;
(ii) For the then current/fiscal year, the
Pledged Tax Revenues to be received by the Agency
based upon the most recent assessed valuation of
taxable property in the Project Area provided by the
appropriate officer of the County of Orange (and
exclusive of any anticipated business inventory
subvention revenues); and
(iii) That for the then curren~fiscal year, the
Pledged Tax Revenues referred to in item (ii) were at
least equal to 1.25 times the maximum annual debt
service referred to in item (i) above (excluding debt
service with respect to any portion of the Parity
Bonds deposited in an escrowed proceeds account), 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 succeedingAJune 1 orAOecember 1).
(e) Receipt of written consent of the Bond Insurer to
the issuance of Parity Bonds if the Parity Bonds are to
bear interest at a variable rate,
If the Parity Bonds are to be applied under Section 33334.2
of the Law, Pledged Tax Revenues shall include that portion
of taxes allocated under Section 33670 of the Law for
payment of the Parity Bonds which are required to be set
aside under Section 33334,2,
Section 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
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and desirable to secure the Bonds and will tend to make them
more marketable; provided, however, that the Covenants do not
require the Agency to expend any funds other than the Pledged
Tax Revenues;
Covenant 1. Complete Redevelopment Project;
Amendment to Redevelopment Plan, The Agency covenants and
agrees that it will diligently carry out and continue to
completion in a sound and economical manner, with all
practicable dispatch, the Redevelopment Project in accordance
with its duty to do so under and in accordance with the Law and
the Redevelopment Plan, The Redevelopment Plan may be amended
as provided in the Law but no amendment shall be made unless it
will not substantially impair the security of the Bonds or the
rights of the Bondholders, as shown by an Opinion of Counsel
addressed to the Agency, Fiscal Agent and Bond Insurer, based
upon a certificate or opinion of an Independent Financial
Consultant appointed by the Agency and unless the Bond Insurer
shall have consented thereto in writing,
Covenant 2. Use of Proceeds, Management and
Operation of Properties. The Agency covenants and agrees that
the proceeds of the sale of 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 Tax Revenues
which have any lien upon the Pledged Tax Revenues prior or
superior to the lien of the Bonds herein authorized, Except as
permitted by Section 17 hereof, it will not issue any
obligations, payable as to principal or interest, from the
Pledged Tax Revenues, which have any lien upon the Pledged Tax
Revenues on a parity with the Bonds authorized herein,
Notwithstanding the foregoing, nothing in this Resolution shall
prevent the Agency (i) from issuing and selling pursuant to
law, refunding obligations payable from and having any lawful
lien upon the Pledged Tax Revenues, if such refunding
obligations are issued for the purpose of, and are sufficient
for the purpose of, refunding all of the outstanding Bonds or
Parity Bonds, or (ii) from issuing and selling obligations
which have, or purport to have, any lien upon the Pledged Tax
Revenues which is junior to the Bonds, or (iii) from issuing
and selling bonds or other obligations which are payable in
whole or in part from sources other than the Pledged Tax
Revenues. As used herein "obligations" shall include, without
limitation, bonds, notes, interim certificates, debentures or
other obligations.
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Covenant 4. Punctual Payment. The Agency covenants
and agrees that it will duly and punctually payor cause to be
paid the principal of and interest on each of the Bonds on the
date, at the place and in the manner provided in the Bonds.
Covenant 5, Payment of Taxes and Other Charges.
The Agency covenants and agrees that it will from time to time
pay and discharge, or cause to be paid and discharged, all
payments in lieu of taxes, service charges, assessments or
other governmental charges which may lawfully be imposed upon
the Agency or any of the properties then owned by it in the
Redevelopment Project Area, or upon the revenues and income
therefrom, and will pay all lawful claims for labor, materials
and supplies which if unpaid might become a lien or charge upon
any of the properties, revenues or income or which might impair
the security of the Bonds or the use of Pledged Tax Revenues or
other legally available funds to pay the principal of and
interest on the Bonds, all to the end that the priority and
security of the Bonds shall be preserved; provided, however,
that nothing in this covenant shall require the Agency to make
any such payment so long as the Agency in good faith shall
contest the validity of the payment,
Covenant 6. Books and Accounts; Financial
Statements. The Agency covenants and agrees that it will at
all times keep, or cause to be kept, proper and current books
and accounts (separate from all other records and accounts) in
which complete and accurate entries shall be made of all
transactions relating to the Redevelopment Project and the Tax
Revenues and other funds relating to the Project. The Agency
will prepare within one hundred and eighty (180) days after the
close of each of its fiscal years a complete financial
statement or statements for the year, in reasonable detail
covering the Redevelopment Project Pledged 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, the Bond Insurer 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.
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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
public bodies or other persons or entities whose property is
tax exempt, unless such disposition will not result in the
security of the Bonds or the rights of Bondholders being
substantially impaired, as shown by an Opinion of Counsel
addressed to the Agency, the Fiscal Agent and the Bond Insurer,
based upon the certificate or opinion of an Independent
Financial Consultant appointed by the Agency.
Covenant 9, Protection of Security and Rights of
Bondholders; No Arbitrage. The Agency covenants and agrees to
preserve and protect the security of the Bonds and the rights
of the Bondholders and to contest by court action or otherwise
(a) the assertion by any officer of any government unit or any
other person whatsoever against the Agency that (i) the Law is
unconstitutional or (ii) that the Pledged Tax Revenues pledged
hereunder cannot be paid to the Agency for the debt service on
the Bonds, or (b) any other action affecting the validity of
the Bonds or diluting the security therefor, or (c) any
assertion by the United States of America or any department or
agency thereof or any other person that the interest received
by the Bondholders is taxable under federal income tax laws by
reason of any action of the Agency. The Agency covenants and
agrees to take no action which, in the Opinion of Counsel would
result in (a) the Pledged Tax Revenues being withheld unless
the withholding is being contested in good faith, and (b) the
interest received by the Bondholders becoming taxable under
federal income tax laws. The Agency covenants and agrees that
it will make no use of the proceeds of the Bonds at any time
during the term thereof which will cause the Bonds to be
"arbitrage bonds" within the meaning of Section 103(c) of the
United States Internal Revenue Code of 1954, as amended, and
applicable regulations adopted thereunder by the Internal
Revenue Service, and the Agency hereby assumes the obligation
to comply with Section 103(c) 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.
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Covenant 11, Limitation on Indebtedness. The Agency
covenants and agrees that is has not and will not incur any
loans, obligations or indebtedness repayable from Pledged
Revenues such that the total aggregate debt service on said
loans, obligations or indebtedness incurred from and after the
date of adoption of the Redevelopment Plan, when added to the
total aggregate debt service on the Bonds, will exceed the
maximum amount of Pledged Revenues to be divided and allocated
to the Agency pursuant to the Redevelopment Plan.
Section 19. Taxation of Leased Property. Whenever any
property in the Redevelopment Project Area has been redeveloped
and thereafter is leased by the Agency to any person or persons
(other than a public agency), or whenever the Agency leases
real property in the Redevelopment Project Area to any person
or persons (other than a public agency) for redevelopment, the
property shall be assessed and taxed in the same manner as
privately owned property, as required by Section 33673 of the
Law, and the lease or contract shall provide (a) that the
lessee shall pay taxes upon the assessed value of the entire
property and not merely upon the assessed value of his or its
leasehold interest, and (b) that if for any reason the taxes
levied on the property in any year during the term of the lease
or contract are less than the taxes which would have been
levied if the entire property had been assessed and taxed in
the same manner as privately owned property, the lessee shall
pay such difference to the Agency within thirty (30) days after
the taxes for the year become payable to the taxing agencies
and in no event later than the delinquency date of such taxes
established by law, All such payments shall be treated as
Pledged Tax Revenues, and when received by the Agency shall be
used as provided herein.
Section 20, Fiscal Agent and Paying Agents. The Agency
hereby appoints Security Pacific National Bank as Fiscal Agent
hereunder, to act as the agent, trustee and depositary of the
Agency for the purpose of receiving Pledged Tax Revenues and
other funds in trust as provided in this Resolution, to hold,
allocate, use and apply the Pledged Tax Revenues and other
funds in trust as provided in this Resolution, and to perform
the other duties and powers of the Fiscal Agent as are
prescribed in this Resolution.
The Agency may remove the Fiscal Agent initially appointed,
or any successor, and shall forthwith appoint a successor
thereto, with written notice to the Bond Insurer, but any
successor shall be a bank or trust company doing business and
having an office in the City of Los Angeles, having a combined
capital and surplus of at least $50,000,000. The Fiscal Agent
or any substituted Fiscal Agent may at any time resign by
filing written notice thereof with the Agency and the Bond
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Insurer, Upon a resignation in writing, the Agency shall
forthwith appoint a substitute Fiscal Agent with notice to the
Bond Insurer, and the resignation shall become effective upon
appointment. In the event that the Fiscal Agent or any
successor becomes incapable of acting as such, the Agency shall
forthwith appoint a substitute Fiscal Agent. Any bank or trust
company into which the Fiscal Agent may be merged or with which
it may be consolidated shall become the Fiscal Agent without
action of the Agency. The Fiscal Agent may become the owner of
any of the Bonds authorized by this Resolution with the same
rights it would have had if it were not the Fiscal Agent.
The Fiscal Agent shall have no duty or obligation to
enforce the collection of or to exercise diligence in the
enforcement of the collection of funds assigned to it
hereunder, or as to the correctness of any amounts received,
but its liability shall be limited to the proper accounting for
the funds that it actually receives.
The recitals of fact and all promises, covenants and
agreements herein and in the Bonds shall be taken as
statements, promises, covenants and agreements of the Agency,
and the Fiscal Agent assumes no responsibility for the
correctness of them, and makes no representations as to the
validity or sufficiency of this Resolution or of the Bonds, and
shall incur no reponsibility in respect thereof, other than in
connection with the duties or obligations herein or in the
Bonds assigned to or imposed upon the Fiscal Agent. The Fiscal
Agent shall not be liable in connection with the performance of
its duties hereunder, except for its own negligence or default.
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 or any Paying Agent for payment
at maturity or, in the case of call and redemption prior to
maturity, at the redemption date, shall upon payment therefor
be cancelled immediately and transmitted to the Treasurer or
destroyed by the Fiscal Agent at the direction of the Agency,
If Bonds are destroyed a certificate of destruction shall
forthwith be transmitted to the Treasurer. Any Bonds purchased
by the Fiscal Agent shall be cancelled immediately and
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transmitted to the Treasurer or destroyed, All of the
cancelled Bonds not destroyed shall remain in the custody of
the Treasurer until destroyed pursuant to due authorization.
Section 23. Amendments. This Resolution, and the rights
and obligations of the Agency and of the Owners of the Bonds
may be modified or amended at any time by supplemental
resolution adopted by the Agency: (a) without the consent of
Bondholders, if the modification or amendment is for the
purpose of adding covenants and agreements further to secure
Bond payment, to prescribe further limitations and restrictions
on Bond issuance, to surrender rights or privileges of the
Agency, to make modifications not affecting any outstanding
series of Bonds only with the consent of the Fiscal Agent, for
the purpose of curing any ambiguities, defects or inconsistent
provisions in this Resolution or to insert such provisions
clarifying matters or questions arising under this Resolution
as are necessary and desirable to accomplish the same, provided
that the modifications or amendments do not adversely affect
the rights of the Owners of any outstanding Bonds; (b) for any
purpose with the written consent of the Bond Insurer and
consent of the Bondholders holding sixty percent (60%) in
aggregate principal amount of the outstanding Bonds, exclusive
of Bonds, if any, owned by the Agency or the City, and obtained
as hereinafter set forth; provided, however, that no
modification or amendment shall, without the express consent of
the registered owner of the Bond affected, reduce the principal
amount of any Bond, reduce the interest rate payable on it,
extend its maturity or the times for paying interest, change
the monetary medium in which principal and interest is payable,
or create a mortgage pledge or lien upon the revenues superior
to or on a parity with the pledge and lien created for the
Bonds and any Parity Bonds or reduce the percentage of consent
required for amendment or modification.
Any act done pursuant to a modification or amendment
consented to by the Bondholders shall be binding upon the
Owners of all of the Bonds and shall not be deemed an
infringement of any of the provisions of this Resolution or of
the Law, whatever the character of the act may be, and may be
done and performed as fully and freely as if expressly
permitted by the terms of this Resolution, and after consent
has been given, no Bondholder, whether attached to a Bond or
detached therefrom, shall have any right or interest to object
to the action, to question its propriety or to enjoin or
restrain the Agency or its officers from taking any action
pursuant to a modification or amendment.
A. Calling Bondholders' Meeting. If the Agency shall
desire to obtain the Bondholders' consent, it shall duly adopt
a resolution calling a meeting of the Bondholders for the
purpose of considering the action for which consent is desired,
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B, Notice of Meeting. Notice specifying the purpose,
place, date and hour of a Bondholders' meeting shall be mailed
postage prepaid, to the respective registered owners at their
addresses appearing on the bond register as maintained by the
Fiscal Agent, The notice shall be mailed not less than sixty
(60) days nor more than ninety (90) days prior to the date
fixed for the meeting, and said notice shall set forth the
nature of the proposed action for which consent is desired,
The place, date and hour of the meeting and the date or dates
of mailing the notice shall be determined by the Agency in its
discretion.
The actual receipt by any Bondholder of notice of any
Bondholders' meeting shall not be a condition precedent to the
holding of the meeting, and failure to receive notice shall not
affect the validity of the proceedings at the meeting. A
certificate by the Secretary of the Agency approved by
resolution of the Agency, that the meeting has been called and
that notice has been given as provided herein, shall be
conclusive as against all parties and no Bondholder shall have
the right to show that he failed to receive actual notice of
the meeting.
C, Voting Qualifications, The Fiscal Agent shall prepare
and deliver to the chairman of the meeting a statement of the
names and addresses of the registered owners of the Bonds,
This statement shall show maturities, serial numbers and
principal amounts so that voting qualifications can be
determined. No Bondholders shall be entitled to vote at the
meeting unless their names appear upon the statement. No
Bondholders shall be permitted to vote with respect to a larger
aggregate principal amount of Bonds than is set against their
names on the statement.
D. Issuer-Owned Bonds, The Agency covenants that it will
present at the meeting a certificate, signed and verified by
one of its member and by the Treasurer, stating the serial
numbers, maturities and principal amounts of all Bonds owned
by, or held for account of, the Agency or the City, directly or
indirectly. No person shall be permitted at the meeting to
vote or consent with respect to any Bond appearing upon the
certificate, or any Bond which is established at or prior to
the meeting to be owned by the Agency or the City, directly or
indirectly, and no such Bond (in this Resolution referred to as
"issuer-owned Bonds") shall be counted in determining whether a
quorum is present at the meeting,
E, Quorum and Procedure. A representation of at least
sixty percent (60%) in aggregate principal amount of the Bonds
then outstanding (exclusive of issuer-owned Bonds, if any)
shall be necessary to constitute a quorum at any meeting of
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Bondholders, but less than a quorum may adjourn the meeting
from time to time, and the meeting may be held as adjourned
without further notice, whether such adjournment shall have
been held by a quorum or by less than a quorum, The Agency
shall, by an instrument in writing, appoint a temporary
chairman of the meeting, and the meeting shall be organized by
the election of a permanent chairman and secretary. At any
meeting each Bondholder shall be entitled to one vote for every
$5,000 principal amount of Bonds with respect to which he shall
be qualified to vote as set forth above, and the vote may be
given in person or by proxy duly appointed by an instrument in
writing presented at the meeting. The Agency and/or the Fiscal
Agent by their duly authorized representatives and counsel, may
attend any meeting of the Bondholders, but shall not be
required to do so.
F, Vote Required, At any Bondholders' meeting there
shall be submitted for the consideration and action of the
Bondholders a statement of the proposed action for which
consent is desired, If the action is consented to and approved
by Bondholders holding at least sixty percent (60%) in
aggregate principal amount of the Bonds then outstanding
(exclusive of issuer-owned Bonds), the chairman and secretary
of the meeting shall so certify in writing to the Agency, The
certificate shall constitute complete 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, the Bond Insurer and the Bondholders. The
provisions of any amendment shall be enforceable by the Bond
Insurer and any Bondholder for the equal benefit and protection
of all Bondholders similarly situated by mandamus, accounting,
mandatory injunction or any other suit, action or proceeding at
law or in equity that is now or may hereafter be authorized
under the laws of the State of California in any court of
competent jurisdiction, This contract is made under and is to
be construed in accordance with the laws of the State of
California, The following provisions shall not limit the
generality of the foregoing.
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A. Events of Default, Each of the following shall
constitute an event of default:
(1) Default in the due and punctual payment by
the Agency of any installment of interest on any Bond
when the interest installment becomes due and payable;
(2) Default in the due and punctual payment by
the Agency of the principal and premium, if any, of
any Bond when the principal becomes due and payable,
whether at maturity, by declaration or otherwise;
(3) Default made by the Agency in the observance
of any of the covenants, agreements or conditions
contained in this Resolution or in the Bonds, where
the default continues for a period of thirty (30) days
following written notice to the Agency: or
(4) The Agency shall file a petition seeking
reorganization or arrangement under the federal
bankruptcy laws or any other applicable law of the
United States of America, or if a court of competent
jurisdiction shall approve a petition, filed with or
without the consent of the Agency, seeking
reorganization under the federal bankruptcy laws or
any other applicable law of the United States of
America, or if, under the provisions of any other law
for the relief or aid of debtors, any court of
competent jurisdiction shall assume custody or control
of the Agency or of the whole or any substantial part
of its property;
In each event of default described in (1) or (2) above the
Fiscal Agent shall, and in each case of default described in
(3) or (4) above, the Fiscal Agent shall upon written request
of the Bond Insurer or if requested by the owners of not less
than a majority of the aggregate principal amount of the Bonds
at the time outstanding (such request to be in writing to the
Fiscal Agent and to the Agency) with the consent of the Bond
Insurer, declare the principal of all of the Bonds then
outstanding and the interest accrued thereon, to be due and
payable immediately; provided, however, if a policy of bond
insurance insuring the payments of principal and interest shall
be in force, and if the Agency and/or the insurer shall have
promptly paid Bond interest and principal when due, then no
such acceleration of maturities shall occur unless requested in
writing by the Bond Insurer, Upon any such declaration the
Bonds shall become and shall be immediately due and payable,
anything in this Resolution or in the Bonds to the contrary
notwithstanding,
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The declaration may be rescinded by the Bond Insurer if
such declaration resulted from a request of the Bond Insurer or
otherwise by the owners of not less than a majority of the
Bonds then outstanding provided the Agency cures the default or
defaults and deposits with the Fiscal Agent a sum sufficient to
pay all principal on the Bonds matured prior to the declaration
and all matured installments of interest (if any) upon all the
Bonds, with interest at the rate of twelve percent (12%) per
annum on the overdue installments of principal and, to the
extent the payment of interest on interest is lawful at that
time, on such overdue installments of interest, so that the
Agency is currently in compliance with all payment, deposit and
transfer provisions of this Resolution, and any expenses
incurred by the Fiscal Agent in connection with the default.
B, Certain Remedies of Bondholders, Any Bondholder with
the consent of the Bond Insurer or the Bond Insurer shall have
the right, for the equal benefit and protection of all
Bondholders similarly situated--
(1) by mandamus, suit, action or proceeding, to
compel the Agency and its members, officers, agents or
employees to perform each and every term, provision
and convenant contained in this Resolution and in the
Bonds, and to require the carrying out of any or all
covenants and agreements of the Agency and the
fulfillment of all duties imposed upon it by the Law;
(2) by suit, action or proceeding in equity, to
enjoin any acts or things which are unlawful, or the
violation of any of the Bondholders' rights; or
(3) upon the happening of any event of default
(as defined in this Section), by suit, action or
proceeding in any court of competent jurisdiction, to
require the Agency and its members and employees to
account as if it and they were the trustees of an
express trust.
c. Non-Waiver. Nothing in this Section or in any other
provisions of this Resolution, or in the Bonds, shall affect or
impair the obligation of the Agency, which is absolute and
unconditional, to pay the principal of and interest on the
Bonds to the respective Owners of the Bonds at the respective
dates of maturity from Pledged Tax Revenues, as herein
provided, or affect or impair the right, which is also absolute
and unconditional, of the Owners to institute suit to enforce
the payment by virtue of the contract embodied in the Bonds,
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No remedy conferred upon any Bondholder or Bond Insurer 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 Bond
Insurer 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 Bond Insurer 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 or Bond Insurer may be enforced
and exercised as often as may be deemed expedient, In case any
suit, action or proceeding to enforce any right, or exercise
any remedy, shall be brought and should said suit, action or
proceeding be abandoned, or be determined adversely to the
Bondholders, then, and in every such case, the Agency and the
Bondholders shall be restored to their former positions, rights
and remedies as if the suit, action or proceeding had not been
brought or taken.
D, Actions by Fiscal Agent as Attorney-in-Fact. Any
suit, action or proceeding which any Owner of Bonds shall have
the right to bring to enforce any right or remedy hereunder may
be brought by the Fiscal Agent for the equal benefit and
protection of all Owners of Bonds similarly situated and the
Fiscal Agent is hereby appointed (and the successive respective
registered owners of the Bonds issued hereunder, by taking and
holding the same, shall be conclusively deemed so to have
appointed it) the true and lawful attorney-in-fact of the
respective registered owners of the Bonds for the purpose of
bringing any suit, action or proceeding and to do and perform
any and all acts and things for and on behalf of the respective
registered owners of the Bonds as a class or classes, as may be
necessary or advisable in the opinion of the Fiscal Agent as
attorney-in-fact; provided that provision is made to indemnify
the Fiscal Agent for all expenses, including attorneys fees.
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
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liability shall attach to the Agency or any of the officers or
agents because of or on account of said numbers, Any error or
omission with respect to the numbers shall not constitute cause
for refusal by the successful bidder to accept delivery of and
pay for the Bonds,
Section 26. Severability. If any covenant, agreement or
provision, or any portion thereof, contained in this
Resolution, or the application thereof to any person or
circumstance, is held to be unconstitutional, invalid or
unenforceable, the remainder of this Resolution and the
application of any covenant, agreement or provision, or portion
thereof, to other persons or circumstances, shall be deemed
severable and shall not be affected, and this Resolution and
the Bonds issued pursuant hereto shall remain valid and the
Bondholders shall retain all valid rights and benefits accorded
to them under this Resolution and the Constitution and the laws
of the State of California. If the provisions relating to the
appointment and duties of a Fiscal Agent are held to be
unconstitutional, invalid or unenforceable, the duties shall be
performed by the Treasurer.
Section 27, Official Statement, Bond Purchase
Agreement. The Official Statement prepared in connection with
the offer and sale of the Bonds is substantially in the form
presented to the Agency at this meeting is hereby approved and
the Chairman is hereby authorized and directed to execute the
same on behalf of the Agency. The Bond Purchase Agreement in
substantially the form this date presented to the Agency is
hereby approved and the Executive Director and Secretary are
hereby authorized to execute and attest said Agreement with
such additions, insertions, deletions or modifications as are
necessary to accomplish the timely sale of the Bonds. The
Executive Director is hereby authorized to insert the interest
rates and final principal amounts for each maturity of Bonds in
the Agreement provided the interest rate shall not exceed 7,5%
per annum.
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Section 28. Effective Date.
effect upon adoption,
This Resolution shall take
AYES:
ADOPTED AND APPROVED the 5th day of May, 1986,
NOES:
ABSENT:
ATTEST:
Rex Swanson, Executive
Director/Recording Secretary
APPROVED AS TO FORM:
Edward J. Cooper
Agency Legal Counsel
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Chairman
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STATE OF CALIFORNIA
COUNTY OF ORANGE
CITY OF SANTA ANA
)
)ss,
)
SECRETARY'S CERTIFICATE
RE ADOPTION OF RESOLUTION
I, , Secretary of the City of Santa
Ana Community Redevelopment Agency, DO HEREBY CERTIFY that the
foregoing Resolution was duly adopted by the Agency at a
regular meeting of the Agency held on the day
of , 1984, and that the same-was-passed and
adopted by the following vote:
AYES: Members
NOES: Members
ABSENT: Members
ABSTAIN: Members
(SEAL)
STATE OF CALIFORNIA
COUNTY OF ORANGE
CITY OF SANTA ANA
Secretary of the City of Santa
Ana Community Redevelopment
Agency
)
)ss.
)
SECRETARY'S CERTIFICATE
OF AUTHENTICATION
I, , Secretary of the City of Santa
Ana Community Redevelopment Agency, DO HEREBY CERTIFY that the
above and foregoing is a full, true and correct copy of
Resolution No, of the Agency and that the Resolution
was adopted at the time and by the vote stated on the above
certificate, and has not been amended or repealed,
(SEAL)
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Secretary of the City of Santa
Ana Community Redevelopment
Agency
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EXHIBIT A
[FORM OF BOND]
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
COUNTY OF ORANGE
CITY OF SANTA ANA
CITY OF SANTA ANA COMMUNITY REDEVELOPMENT AGENCY
SANTA ANA SOUTH MAIN STREET REDEVELOPMENT PROJECT
TAX ALLOCATION REFUNDING BOND, 1986 Series A
Registered
No, R . , .
The CITY OF SANTA ANA COMMUNITY REDEVELOPMENT AGENCY
(hereinafter sometimes called the "Agency"), a public body,
corporate and politic, duly organized and existing under the
laws of the State of California, for value received, hereby
promises to pay (but solely from the funds hereinafter
mentioned) to the registered owner specified above or
registered assigns, herein sometimes referred to as "registered
owner" (subject to the right of prior redemption hereinafter
mentioned), the principal sum specified above on the maturity
date stated above, and to pay such registered owner by check or
draft mailed thereto, at his address as it appears on the
register kept by the Fiscal Agent at the close of business on
the fifteenth day of the month preceding the interest payment
date (the "regular record date"), interest on such principal
sum at the rate specified above from the interest payment date
next preceding the date hereof (unless (i) the date hereof is
prior to November 16, 1986 in which event from May 1, 1986 (ii)
it is dated after a regular record date and before the
following interest payment date, and if the Agency shall not
default in the payment of interest due on such interest payment
date, in which event it shall bear interest from such interest
payment date or (iii) it is dated as of an interest payment
date, in which event it shall bear interest from such date)
until the principal hereof shall have been paid or provided for
in accordance with the Resolution hereinafter referred to, at
the rate or rates above indicated, payable December 1, 1986 and
thereafter semiannually on June 1 and December 1 in each year.
Both principal and interest and any premium upon the redemption
prior to the maturity of all or part hereof are payable in
lawful money of the United States of America, and (except for
interest which is payable by check or draft as stated above)
are payable at the principal corporate trust office of Security
Pacific National Bank, Fiscal Agent for the Agency, in Los
Angeles, California,
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This Bond, the interest hereon and any premium due upon
the redemption of this Bond prior to maturity are not a debt of
the City of Santa Ana, the State of California or any of its
political subdivisions, and neither said City, said State nor
any of its political subdivisions is liable hereon, nor in any
event shall this Bond, said interest or said premium be payable
out of any funds or properties other than the funds of the
Agency as set forth in the Resolution hereinafter mentioned.
This Bond does not constitute an indebtedness within the
meaning of any constitutional or statutory debt limitation or
restriction. Neither the members of the Agency nor any persons
executing the Bond are liable personally on this Bond by reason
of its issuance.
This Bond is one of a duly authorized issue of bonds of
the Agency designated "City of Santa Ana Community
Redevelopment Agency, Santa Ana South Main Street Redevelopment
Project Tax Allocation Refunding Bonds, 1986 Series A"
(hereinafter called "Bonds") in aggregate principal amount of
$23,375,000 all of like tenor (except for bond numbers,
maturity dates and differences, if any, in interest rates) and
all of which have been issued pursuant to and in full
conformity with the Constitution and laws of the State of
California and particularly the Community Redevelopment Law
(Part 1 of Division 24 of the Health and Safety Code of the
State of California) for the purpose of aiding in the financing
of the Redevelopment Project above designated, and are
authorized by and issued pursuant to Resolution No, 86-22
adopted by the Agency on May 5, 1986 (said resolution being
hereinafter referred to as the "Resolution") and all of the
Bonds are equally secured in accordance with the terms of the
Resolution, reference to which is hereby made for a specific
description of the security therein provided for said Bonds,
for the nature, extent and manner of enforcement of such
security, for the covenants, and agreements made for the
benefit of the Bondholders, and for a statement of the rights
of the Bondholders, and by the acceptance of this Bond the
registered owner hereof assents to all of the terms, conditions
and provisions of said Resolution. In the manner provided in
the Resolution, said Resolution and the rights and obligations
of the Agency and of the Bondholders, may (with certain
exceptions as stated in said Resolution) be modified or amended
with the consent of the Holders of sixty percent (60%) in
aggregate principal amount of outstanding Bonds, exclusive of
issuer-owned bonds, unless such modification or amendment is
for the purpose of curing ambiguities, defects, etc., in which
case no Bondholder's consent is required.
The principal of this Bond and the interest hereon are
secured by an irrevocable pledge of, and are payable solely
from, the Pledged Tax Revenues (as such term is defined in said
Resolution) and certain other funds, all as more particularly
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set forth in the Resolution, Said Resolution is adopted under
and this Bond is issued under and is to be construed in
accordance with the laws of the State of California,
The outstanding Bonds maturing on or after December 1,
1997, may be called before maturity and redeemed at the option
of the Agency in whole or in part from any source of funds on
December 1, 1996, or on any interest payment date thereafter
prior to maturity. If less than all of the Bonds outstanding
are to be redeemed at anyone time, the Bonds to be redeemed
shall be redeemed in inverse order of maturity, and by lot
within a maturity. Bonds called for redemption shall be
redeemed at a redemption price (expressed as a percentage of
the principal amount of Bonds to be redeemed) plus accrued
interest to the redemption date as shown in the following table:
Redemption Dates
Redemption Price
December 1,
December 1,
December 1,
December 1,
December 1,
1996
1997
1998
1999
2000
or June 1, 1997
or June 1, 1998
or June 1, 1999
or June 1, 2000
and thereafter
102 %
101 1/2%
101 %
100 1/2%
100 %
The Special Term Bonds are subject to special early
redemption in whole or in part, by lot at a redemption price of
100% of the principal amount thereof plus accrued interest to
the redemption date without premium, (i) on June 1, 1989 to the
extent of any moneys remaining in the Escrowed Proceeds Fund on
May 1, 1989; (ii) on any interest payment date prior to June 1,
1989 in the event that state law is modified to alter the
generation of Pledged Tax Revenues in a manner that lowers
Pledged Tax Revenues to the level that the Agency determines
will prohibit the transfer of all funds from the Escrowed
Proceeds Fund; and (iii) on the interest payment date next
succeeding the date the Agency determines that current market
conditions prohibit the investment of all or a portion of the
proceeds remaining in the Escrowed Proceeds Fund at a rate at
least equal to the true interest rate on the Special Term Bonds,
For the purpose of selecting Bonds by lot, Bonds in excess
of $5,000 will be assigned a separate number for each $5,000 of
principal they represent,
The Special Term Bonds maturing on December 1,2015 and the
Term Bonds maturing on December 1,2016 are also subject to
minimum sinking fund redemptions as provided in the Resolution.
This Bond is issued in fully registered form and may be
exchanged for a like aggregate principal amount of Bonds of
other authorized denominations of the same issue, all as more
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fully set forth in the Resolution, This Bond is transferable
by the registered owner hereof, in person or by his attorney
duly authorized in writing, at the principal office of the
Fiscal Agent in Los Angeles, California, but only in the
manner, subject to the limitations and upon payment of the
charges provided in the Resolution, upon surrender and
cancellation of this Bond. Upon such transfer a new registered
Bond of authorized denomination or denominations for the same
aggregate principal amount of the same issue will be issued to
the transferee in exchange therefor.
The Agency, the Fiscal Agent and any Paying Agent may treat
the registered owner hereof as the absolute owner hereof for
all purposes, and the Agency, the Fiscal Agent and any Paying
Agent shall not be affected by any notice to the contrary.
This Bond shall not be entitled to any benefit under the
Resolution, or become valid or obligatory for any purpose,
until the certificate of authentication hereon endorsed shall
have been signed by the Fiscal Agent,
It is hereby recited, certified and declared that any and
all acts, conditions and things required to exist, to happen
and to be performed precedent to and in the issuance of this
Bond exist, have happened and have been performed in due time,
form and manner as required by the Constitution and laws of the
State of California.
IN WITNESS WHEREOF, the City of Santa Ana Community
Redevelopment Agency has caused this Bond to be signed on its
behalf by its Chairman by his facsimile signature and by its
Secretary by her facsimile signature and the seal of said
Agency to be imprinted hereon.
Registration Date:
Chairman of the City of Santa
Ana Community Redevelopment
Agency
[SEAL]
Secretary of the City of Santa
Ana Community Redevelopment
Agency
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[FORM OF CERTIFICATE OF AUTHENTICATION ON
FULLY REGISTERED BONDS]
This is one of the Fully Registered bonds described in the
within-mentioned Resolution,
, Fiscal Agent
By:
Authorized Officer
[FORM OF ASSIGNMENT OF FULLY REGISTERED BONDS]
For value received
sells, assigns and transfers unto
the within-mentioned Bond and hereby
and appoints
transfer the same on the
power of substitution in
Dated:
hereby
irrevocably constitutes
attorney, to
books of the Fiscal Agent with full
the premises.
NOTE:
The signature to this Assignment must correspond with
the name as written on the face of the within Bond in
every particular, without alteration or enlargement or
any change whatsoever,
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ESCROW AGREEMENT
THIS ESCROW AGREEMENT, dated as of May 1, 1986, which
constitutes an escrow agreement pursuant to Resolution
No. ------ of the City of Santa Ana Community Redevelopment
Agency (the "Agency") adopted on
, 1986
(the
"Resolution") by and between the Agency and Security Pacific
National Bank (the "Escrow Bank"), a national banking
association having and exercising full and complete trust
powers duly organized and existing under the laws of the United
States of America, being a member of the Federal Deposit
Insurance Corporation, and having an office in the City of Los
Angeles, California,
WIT N E SSE T H:
WHEREAS, under and pursuant to Resolution No, 84-20 (the
"1984 Resolution") the Agency issued its $19,000,000 "City of
Santa Ana Community Redevelopment Agency, South Main Street
Redevelopment Project, Tax Allocation Bonds, 1984 dated as of
December 1, 1984, and maturing on the dates and in the amounts
set forth in the 1984 Resolution (the "Refunded Bonds"); and
WHEREAS, for the purpose, among others, of refunding the
outstanding balance of the Refunded Bonds by paying and
retiring the same at the first available redemption date, the
.
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.
Agency deems it necessary to issue at this time $23,160,000
principal amount of City of Santa Ana Community Redevelopment
Agency, Santa Ana South Main Street Redevelopment Project, Tax
Allocation Refunding Bonds, 1986 Series A
(the "Bonds"); and
WHEREAS, pursuant to the Resolution a portion of the
proceeds of the Bonds will be set apart and irrevocably
segregated in a special fund held by the Escrow Bank and called
herein the "Refunded Bond Fund"; and
WHEREAS, at the time that the Bonds are delivered to the
original purchaser, there will be transferred from the Santa
Ana South Main Street Redevelopment Project Special Fund
created by the 1984 Resolution $
said amount to be
deposited in the Refunded Bond Fund created by the Resolution,
and a portion of the proceeds of the Bonds in the Refunded Bond
Fund will be used to purchase $
permitted direct
obligations of the United States (the "Escrow Securities"). The
Escrow Securities and the interest earned thereon, will be
sufficient to pay installments of interest on and principal of
and to redeem the outstanding 1984 Refunded Bonds on June 1,
1994; and
WHEREAS, the schedule of the principal of and premium and
interest on and semiannual total debt service with respect to
the Refunded Bonds through their redemption on June 1, 1994,
which is the date on which the Refunded Bonds are to be
redeemed, is set forth in Exhibit A attached hereto.
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NOW, THEREFORE, in consideration of the foregoing and the
agreements and covenants hereinafter set forth, the parties
hereto agree as follows:
Section 1.
The Escrow Bank hereby agrees to hold the
Refunded Bond Fund, and agrees to accept the deposits to be
made pursuant to this Agreement.
The Escrow Bank hereby agrees
to hold in escrow the Refunded Bond Fund as a special trust
fund separate and apart from any other funds of the Agency or
the Escrow Bank and to use the moneys and investments deposited
therein solely for those purposes required or permitted by the
Resolution and recited herein.
Section 2,
At the time the Bonds are delivered to the
original purchaser, the Agency will deposit with the Escrow
Bank ,and the Escrow Bank will deposit in the Refunded Bond Fund
from transfers from the moneys on deposit in the Special Fund
created in connection with the 1984 Bonds, the proceeds of the
sale of the Bonds $
, which sum, together with
investment earnings thereon, will be sufficient to pay and
retire the Refunded Bonds on June 1, 1994 and to pay the
interest on the Refunded Bonds until such date,
Section 3.
The Escrow Bank represents and acknowledges
that concurrently with the deposit of the proceeds in the
Escrow Fund, it will use the proceeds to purchase on behalf of
and for the Agency, from the United States Treasury,
non-callable State and Local Government Series ("SLGS") in an
aggregate principal amount of $
pursuant to
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subscriptions therefor dated
, 1986 by payment of
said principal amount to the Federal Reserve Bank at Los
Angeles, California (and for which the Escrow Bank will receive
entry credit from the Federal Reserve Bank and will credit the
SLGS to the Escrow Fund.
Section 4.
The Escrow Bank shall withdraw moneys in the
Refunded Bond Fund in sufficient amounts and times to permit
the fiscal agent for the Refunded Bonds to make the payment
without default of the interest on and principal of the
Refunded Bonds and to pay the redemption price on June 1,
1994.
After redemption, the Escrow Bank shall distribute to
the Agency, to be used for any lawful purpose, such moneys in
the Refunded Bond Fund not needed in said Fund to pay the
interest and redemption price on the Refunded Bonds,
Section 5.
The escrow created hereby shall be irrevocable
and the holders of the Refunded Bonds shall have an express
lien on all moneys in trust in the Refunded Bond Fund until
paid out, used or applied in accordance with this Agreement.
Section 6,
The Agency may, at any time, direct the Escrow
Bank in writing to sell any or all of the SLGs held in the
Escrow Fund and to purchase with the proceeds of such sale
other securities, provided that:
(a)
Such direction shall:
(1 )
Specify the securities to be sold and the
price or prices at which they shall be sold;
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(2)
Specify the securities to be purchased and
the price or prices at which they shall be purchased;
and
(3)
Specify the sale and purchase date of the
securities to be sold and purchased,
(b)
The securities specified to be purchased shall
constitute non-callable direct obligations of, or
obligations the principal of and interest on which are
fully guaranteed by, the United States of America,
(c)
There shall be delivered to the Escrow Bank,
simultaneously with the aforesaid direction, an opinion of
an independent certified public accountant demonstrating
that the substituted securities to be on deposit in the
Escrow Fund, after such sale and purchase and after payment
of all fees and expenses in respect of the said sale and
purchase, shall mature and pay interest on such dates and
in such amounts as are necessary to satisfy fully the
obligations of the Agency to pay the principal of, premium,
if any, and interest on the Refunded Bonds when and as the
same mature or otherwise become payable as provided in this
Section.
(d)
There shall be delivered to the Escrow Bank,
simultaneously with the aforesaid direction, (i) an opinion
of nationally recognized bond counsel to the effect that
(a) such sales and purchase of the substituted securities
will not cause the Refunded Bonds or the Bonds to become
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"arbitrage bonds" within the meaning of Section 103 (c) of
the Internal Revenue Code of 1954, as amended, and the
applicable regulations thereunder in effect on the date of
such investment, or otherwise make the interest on the
Refunded Bonds or the Bonds subject to federal income
taxation and (b) that such sale and purchase complies with
the Constitution and laws of the State of California and
with all relevant documents relating to the issuance of the
Refunded Bonds and the Bonds and (ii) a letter of
instructions regarding the reinvestment of the proceeds of
such substitute securities as the same become available,
Any net proceeds of such sale and purchase of securities
not required to be retained in the Escrow Fund to meet the debt
service requirements of the Refunded Bonds (such determination
to be made by an independent certified public accountant)
shall, at the written direction of the Agency, be delivered to
the Agency by the Escrow Bank.
Section 7.
In consideration of the services rendered by
the Escrow Bank under this Agreement, the Agency agrees to and
shall pay to the Escrow Bank its proper fees and expenses in
accordance with an agreement therefor reached by the Escrow
Bank and the Agency, including all reasonable expenses,
charges, counsel fees and other disbursements incurred by it or
by its attorneys, agents and employees in and about the
performance of their powers and duties hereunder, from any
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moneys of the Agency lawfully available therefor and the Escrow
Bank shall have no lien whatsoever upon any of the moneys,
securities or obligations in said Refunded Bond Fund for the
payment of any fees and expenses.
The Agency hereby assumes liability for, and hereby agrees
(whether or not any of the transactions contemplated hereby are
consummated) to indemnify, protect, save and keep harmless the
Escrow Bank and its respective successors, assigns, agents and
servants from and against any and all liabilities, obligations,
losses, damages, penalties, claims, actions, suits, costs,
expenses and disbursements (including legal fees and
disbursements) of whatsoever kind and nature which may be
imposed on, incurred by, or asserted against, at any time, the
Escrow Bank (whether or not also indemnified against by the
Agency or any other person under any other agreement or
instrument) and in any way relating to or arising out of the
execution and delivery of this Agreement, the establishment of
the Refunded Bond Fund, the retention of the moneys therein and
any payment, transfer or other application of moneys or
securities by the Escrow Bank in accordance with the provisions
of this Escrow Agreement, or as may arise by reason of any act,
omission or error of the Escrow Bank made in good faith in the
conduct of its duties.
In no event shall the Agency be liable
to any person by reason of the transactions contemplated hereby
other than to the Escrow Bank as set forth in this Section 7,
The indemnities contained in this Section shall survive the
termination of this Agreement,
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Section 8,
If anyone or more of the covenants or
agreements provided in this Agreement on the part of the
parties to be performed should be determined by a court of
competent jurisdiction to be contrary to law, such covenant or
agreement shall be deemed and construed to be severable from
the remaining covenants and agreements herein contained and
shall in no way affect the validity of the remaining provisions
of this Agreement.
Section 9.
Whenever herein the Agency or the Escrow Bank
are named or are referred to, such provisions shall be deemed
to include any successor of the Agency, or the Escrow Bank,
immediate or intermediate, whether so expressed or not.
All of
the stipulations, obligations and agreements by or on behalf
of, and other provisions for the benefit of, the Agency, or the
Escrow Bank contained herein:
(1 )
Shall bind and inure to the benefit of any
such successor, and
(2 )
Shall bind and inure to the benefit of any
officer, board, authority, agent or instrumentality to
whom or to which there shall be transferred by or in
accordance with the law any right, power or duty of
the Agency or the Escrow Bank, respectively, or of its
successor, the possession of which is necessary or
appropriate to comply with any such stipulations,
obligations, agreements or other provisions hereof.
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Section 10.
This Agreement may be executed in several
counterparts, all or any of which shall be regarded for all
purposes as an original and shall constitute and be but one and
the same instrument,
Section 11.
This Agreement shall terminate on January 1,
2001.
Section 12,
This Agreement shall be governed by and
construed in accordance with the laws of the State of
California.
IN WITNESS WHEREOF, the parties hereto have each caused
this Agreement to be executed by their duly authorized officers
and their corporate seals to be hereunto affixed and attested
as of the date hereinbefore set forth.
CITY OF SANTA ANA COMMUNITY
REDEVELOPMENT AGENCY
By:
Chairman
ATTEST:
Secretary
By:
Authorized Officer
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Date
Due
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EXHIBIT A
Principal
Interest
EXHIBIT A
Premium
Total
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$23,375,000
CITY OF SANTA ANA COMMUNITY REDEVELOPMENT AGENCY
SANTA ANA SOUTH MAIN STREET REDEVELOPMENT PROJECT
TAX ALLOCATION REFUNDING BONDS, 1986 SERIES A
Closinq Memorandum
This memorandum summarizes the procedures to be followed in completing the
issuance of $23,375,000 City of Santa Ana Community Redevelopment Agency,
Santa Ana South Main Street Redevelopment Project, Tax Allocation Refunding
Bonds, 1986 Series A (the "Bonds").
Time and Place
The Closing will take place at the offices of Stradling, Yocca, Carlson &
Rauth, 660 Newport Center Drive, Suite 1600, Newport Beach, California 92660
at 9:00 a,m., on May 29,1986. A Pre-closing will be held at the same
location, commencing at 1:30 p.m. on May 28, 1986. If all documents are
completed on or prior to the day of the Pre-closing, the Closing on May 29 may
be accomplished by telephone.
Parties
David Ream
Richard Dominguez
Roderick R. Coloma
City of Santa Ana Community Redevelopment Agency
William Reynolds
Suzanne Kawahara
Mark Young
E.F. Hutton
Nora Brandstadter
Security Pacific National Bank
David R. McEwen, Esq.
Stradling, Yocca, Carlson & Rauth
Charles Adams, Esq.
Jones Hall Hill & White
The Transaction
Tax Allocation Refunding Bonds will be authenticated by the Fiscal Agent
and delivered to the Underwriter. The Underwriter will pay $22,977,236.14
which represents the principal amount of the Bonds ($23,375,000) less an
original issue discount ($17,125) less the Underwriter's Discount
($510,369,57) plus accrued interest of ($129,730,71).
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B.
11.
12.
$23.375.000
CITY OF SANTA lINA COMMUNITY REDEVELOPMENT AGENCY
SANTA lINA SOUTH MAIN STREET REDEVELOPMENT PROJECT
TAX ALLOCATION REFUNDING BONDS. 1986 SERIES A
RESOLUTIONS
1.
Resolution No. 86-22 of the City of Santa Ana Community Redevelopment
Agency Authorizing the Issuance of Santa Ana South Main Street
Redevelopment Project Tax Allocation Refunding Bonds of said Agency
in a principal Amount of Not to Exceed Twenty Four Million Dollars
($24.000.000) and Approving the Official Statement and Bond Purchase
Agreement in connection therewith.
2.
Resolution No. of the City Council of the City of Santa Ana.
California. Approving the Issuance by the City of Santa Ana Community
Redevelopment Agency of its Santa Ana South Main Street Redevelopment
Project. Tax Allocation Refunding BOnds. 1986 Series A and making
Certain Determinations Relating Thereto,
CLOSING DOCUMENTS
3.
Escrow Agreement
4.
Preliminary Official Statement
5.
Official Statement
6.
Bond Purchase Contract
7.
Payment Request of the Agency to the Fiscal Agent
8.
Certificate of Agency Secretary re:
Incumbency
9.
Signature Certificate and Certification as to No Litigation
10.
No Litigation Certificate
Officers Certificate re:
Certain Costs of ISsuance
Certificate re:
Official Statement
13. No Arbitrage Certificate
14. Fiscal Agent's Receipt
15. Agency's Receipt
16, Purchaser's Receipt
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17.
Final Opinion of Stradling, Yocca, Carlson & Rauth
18.
Supplemental Opinion of Stradling, Yocca, Carlson & Rauth
19.
Opinion of Counsel to the Underwriter
20,
Opinion of Counsel to the Agency
21.
Opinion of Counsel to FGIC
22,
Copy of Insurance Policy (FGIC)
23.
Certificate of the Accountant re:
Deposit of Escrow
24.
Specimen Bond
25.
California Debt Advisory Commission Filings
26.
Letter from the Underwriter re:
Reserve Fund
27.
Agency's Receipt for Surplus Reserve Funds
28.
Rating Letter
29.
Blue Sky Memorandum
30.
Notice to 1984 Series Bondholders
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