HomeMy WebLinkAbout1983-10 CRA
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RESOLU~ION NO.83-10
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RESOLUTION OF THE COMMUNITY REDEVELOPMENT
AGENCY OF THE CITY OF SANTA ANA AMENDING
RESOLUTION NO. 83-8 AND AUTHORIZING THE
ISSUANCE OF TAX ALLOCATION REFUNDING BONDS
OF SAID AGENCY IN A PRINCIPAL AMOUNT OF
SIXTEEN MILLION FIVl: HUNDRED THOUSAND
DOLLARS ($16,500,000) TO REFUND THE
$13,500,000 1978 TAX ALLOCATION BONDS OF THE
AGENCY AND TO FINANCE A PORTION OF THE COST
OF A REDEVELOPMENT PROJECT KNOWN AS THE CITY
OF SANTA ANA REDEVEI~PMENT PROJECT AREA
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Section 1.
Section 2.
Section 3.
Section 4.
Section 5,
Section 6.
Section 7.
Section 8.
Section 9.
Section 10.
Section 11.
RESOLUTION NO, 83-10
RESOLUTION OF THE COMMUNITY REDEVELOPMENT
AGENCY OF THE CITY OF SANTA ANA AMENDING
RESOLUTION NO. 83-8 AND AUTHORIZING THE
ISSUANCE OF TAX ALLOCATION REFUNDING BONDS
OF SAID AGENCY IN A PRINCIPAL AMOUNT OF
SIXTEEN MILLION FIVE HUNDRED THOUSAND
DOLLARS ($16,500,000) TO REFUND THE
$13,500,000 1978 TAX ALLOCATION BONDS OF THE
AGENCY AND TO FINANCE A PORTION OF THE COST
OF A REDEVELOPMENT PROJECT KNOWN AS THE CITY
OF SANTA ANA REDEVELOPMENT PROJECT AREA
TABLE OF CONTENTS
Definitions
Amount, Issuance and Purpose of Bonds
Nature of Bonds
Description of Bonds
Interest
Place of Payment
Forms of Bonds
Execution of Bonds
Types of Bonds, Registration and Exchange
Bond Register
Call and Redemption of Bonds Prior to
Maturity
A.
Terms of Optional Redemption
B.
Redemption By Operation of
Minimum Sinking Fund Payments
C.
Call and Redemption
(i)
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Section 12,
Section 13.
Section 14,
Section 15.
Section 16.
Section 17.
Section 18.
Section 19.
Section 20,
D. Notice of Redemption
E. Partial Redemption of Fully
Registered Bonds
F. Effect of Redemption
G. 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
Taxation of Leased Property
Fiscal Agent and Paying Agents
(ii)
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Section 21.
Section 22.
Section 23.
Section 24.
Section 25.
Section 26.
Section 27.
Lost, Stolen, Destroyed or Mutilated Bonds
Cancellation of Bonds
Amendments
A.
Calling Bondholders' Meeting
B.
C.
Notice of Meeting
Voting Qualifications
D.
Issuer-Owner Bonds
E.
Quorum and Procedure
F.
Vote Required
Proceedings Constitute Contract; Events of
Default and Remedies of Bondholders
A.
Events of Default
B.
Certain Remedies of Bondholders
C.
Non-Waiver
D.
Actions by Fiscal Agent as
Attorney-in-Fact
E.
General
CUSIP Numbers
Severabi li ty
Effective Date
(Hi)
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RESOLUTION NO. 8.3..=.lQ...
RESOLUTION OF THE REDEVELOPMENT AGENCY OF
THE CITY OF SANTA ANA AMENDING RESOLUTION
NO.83-8 AND AUTHORIZING THE ISSUANCE OF TAX
ALLOCATION REFUNDING BONDS OF SAID AGENCY IN
A PRINCIPAL AMOUNT OF SIXTEEN MILLION FIVE
HUNDRED THOUSAND DOLLARS ($16,500,000) TO
REFUND THE $13,500,000 1978 TAX ALLOCATION
BONDS OF THE AGENCY AND TO FINANCE A PORTION
OF THE COST OF A REDEVELOPMENT PROJECT KNOWN
AS THE CITY OF SANTA ANA REDEVELOPMENT
PROJECT AREA
WHEREAS, the Community Redevelopment Agency of the
City of Santa Ana (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 Redevelop~ent 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 "City of Santa Ana
Redevelopment Project Area" has been adopted and approved by
Ordinance No. 1173 of the City of Santa Ana, which became
effective on August 1, 1973, and which was amended by Ordinance
No. 1258 of the City of Santa Ana which became effective on
July 2,1975, and all requirements of law for and precedent to
the adoption and approval of the Redevelopment Plan have been
duly complied with; and
WHEREAS, the Agency has previously issued $13,500,000
aggregate principal amount of its City of Santa Ana
Redevelopment Project Area, 1978 Tax Allocation Bonds pursuant
to Resolution No. 78-10 adopted by the Agency on February 28,
1978 (the "1978 Resolution"); and
WHEREAS, the Agency has previously adopted its Resolution
No. 83-8 to authorize the issuance of tax allocation refunding
bonds in the principal amount not to exceed Seventeen Million
Five Hundred Thousand Dollars; and
WHEREAS, for the purpose of carrying out the refunding
program of the Agency pursuant to Resolution No. 83-8 and for
the corporate purposes of the Agency, the Agency deems it '
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necessary to amend Resolution No. 83-8 to provide for the
issuance at this time of tax allocation refunding bonds in a
principal amount of Sixteen Million Five Hundred Thousand
Dollars ($16,500,000), and to use the proceeds of such bonds to
refund the 1978 Tax Allocation Bonds, to finance a portion of
the costs of the City of Santa Ana Redevelopment Project Area,
to fund the Debt Service Reserve Account created in the
Resolution, to pay costs in connection with the issuance of the
Bonds and to make certain other deposits as required by this
Resolution;
NOW, THEREFORE, THE COMMUNITY REDEVELOPMENT AGENCY OF
THE CITY OF SANTA ANA DOES HEREBY RESOLVE, DETERMINE AND ORDER
AS FOLLOWS:
Resolution No. 83-8 is hereby amended to read in its
entirety as follows:
Section 1. Definitions. As used in this Resolution,
the following terms shall have the following meanings, unless
the context otherwise requires:
(a) "Bond" or "Bonds" means the "Community
Redevelopment Agency of the City of Santa Ana, City of
Santa Ana Redevelopment Project, 1983 Tax Allocation
Refunding Bonds," authorized by this Resolution.
(b) "Bond Year" means the twelve (12) month period
commencing on the initial date of the Bonds of each year.
(c) "Bondholder" or "Holder of Bonds," or any similar
term, means any person who shall be (i) the holder of any
outstanding Bond payable to bearer (sometimes referred to
herein as "Bearer Bonds"), or (ii) the registered owner or
his duly authorized attorney, trustee, representative or
assign of any outstanding Bond which shall at the time be
registered so as to be payable other than to bearer. For
the purpose of Bondholders' voting rights or consents,
Bonds owned by or held for the account of the Agency, or
the City, directly or indirectly, shall not be counted.
(d)
"City" means the City of Santa Ana, California.
(e) "Federal Securities" means direct obligations of
the United States of America or bonds or other obligations
for which the full faith and credit of the United States is
pledged for the payment of principal and interest.
(f) "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.
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(g) "Independent Financial Consultant," "Independent
Engineer,""Independent Certified Public Accountant" or
"Independént Redevelopment Consultant" means any individual
or firm engaged in the profession involved, appointed by
the Agency, and who, or each of whom, has a favorable
reputation in the field in which his/her opinion or
certificate will be given, and:
(1) is in fact independent and not under
domination of the Agency; and
(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.
(h) "Law" means the Community Redevelopment Law of
the State of California as cited in the recitals hereof.
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(i) "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 amount of Minimum Sinking Account
Payments for term Bonds and term Parity Bonds, if any,
to be made in such Bond Year in accordance with the
applicable schedule or schedules of Minimum Sinking
Account Payments; and
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(3) The interest which would be due during such
Bond Year on the aggregate principal amount of Bonds
and Parity Bonds which would be outstanding in such
Bond Year if the Bonds and Parity Bonds outstanding on
the date of such computation were to mature or be
redeemed in accordance with the maturity schedules for
the serial Bonds and serial Parity Bonds and the
schedules of Minimum Sinking Account Payments for term
Bonds and term 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.
(j) "Minimum Sinking Account Payments" means the
amount of money to be deposited into the Principal Account,
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if any, to be used to redeem term Bonds and term Parity
Bonds, at the principal amounts thereof, in the amounts and
at the times set forth in the schedule of Minimum Sinking
Account Payments set forth in Section 11 B or in any
resolution providing for the issuance of Parity Bonds.
(k) "Opinion of Counsel" means a written opinion of
an attorney or firm of attorneys of favorable reputation in
the field of municipal bond law. Any opinion of such
counsel may be based upon, insofar as it is related to
factual matters, information which is in the possession of
the Agency as shown by a certificate or opinion of, or
representation by, an officer or officers of the Agency,
unless such counsel knows, or in the exercise of reasonable
care should have known, that the certificate, opinion or
representation with respect to the matters upon which his
or her opinion may be based; as aforesaid, is erroneous.
(1) "Parity Bonds" means any additional tax
allocation bonds (including, without limitation, bonds,
notes, interim certificates, debentures or other
obligations) issued by the Agency as permitted by Section
17 of this Resolution,
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(m) "Paying Agent" means any paying agent provided by
the Agency pursuant to this Resolution.
(n) "Redevelopment Agency" or "Agency" means the
Redevelopment Agency of the City of Santa Anà.
(0) "Redevelopment Plan" means the Redevelopment Plan
for the Santa Ana Redevelopment Project Area, approved and
adopted by the City by Ordinance No. 1173 and includes any
amendment thereof heretofore or hereafter made pursuant to
the Law.
(p) "Redevelopment Project" means the project area
described and defined in the Redevelopment Plan.
(q) "Redevelopment Project Area" means the project
area described and defined in the Redevelopment Plan.
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(r) "Refunded Bonds" means the $13,500,000 principal
amount City of Santa Ana Redevelopment Project Areà, 1978
Tax Allocation Bonds issued pursuant to Resolution No.
78-10 of the Agency.
(s) "Reserve Requirement" means, as of the date of
issue of the Bonds, an amount equal to Maximum Annual Debt
Service on the Bonds.
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(t) "Tax Revenues" means that portion of taxes levied
upon taxable property in the Redevelopment Project Area and
received by the Agency on or after August 1, 1973, 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, plus
state reimbursed amounts for certain property tax
exemptions relating to business inventory, to the extent
actually received, all as more particularly set forth
hereafter in this Resolution.
(u) "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
A~ency in a principal amount of Sixteen Million Five Hundred
Thousand Dollars ($16,500,000) shall be issued by the Agency
for the corporate purposes of the Agency by providing funds for
the refunding of the Refunded Bonds and 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 created.
Section 3. Nature of Bonds. The Bonds shall be and
are special obligations of the Agency and are secured by an
irrevocable pledge of, and are payable as to principal,
interest and premium, if any, from Tax Revenues and other funds
as hereinafter provided. The Bonds, interest thereon and
premium, if any, are not a debt of the City, the State of
California or any of its political subdivisions, and neither
the City, the State nor any of its political subdivisions is
liable on them. In no event shall the Bonds, interest thereon
and premium, if any, be payable out of any 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.
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The Bonds shall be and are equally secured by an
irrevocable pledge of the Tax Revenues and other funds as
hereinafter provided, without priority for number, date of
sale, date of execution or date of delivery, except as
expressly provided herein.
The validity of the Bonds is not and shall not be
dependent upon: (a) the completion of the Redevelopment Project
or any part thereof, or (b) the performance by anyone of .
hisjher obligations rèlative to the Redevelopment Project, or
(c) the proper expenditures of the proceeds of the Bonds,
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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 Tax Revenues, and all
other rights granted hereby, shall cease, terminate and become
void and be discharged and satisfied, and the principal of,
premium, if any, and interest on the Bonds shall no longer be
deemed to be outstanding and unpaid; provided, however, that
nothing in this Resolution shall require the deposit of more
than such Federal Securities as may be sufficient, taking into
account both the principal amount of such Federal Securities
and the interest to become due thereon, to implement any
refunding of the Bonds.
In the event of such a defeasance of the Bonds, the
Fiscal Agent shall cause an accounting for such period or
periods as shall be requested by the Agency to be prepared and
filed with the Agency, and the Fiscal Agent, upon the request
of the Agency, shall release the rights of the Bondholders
under this Resolution and execute and deliver to the Agency all
such instruments as may be desirable to evidence such release,
discharge and satisfaction, and the Fiscal Agent shall pay over
or deliver to the Agency all moneys or securities held by it
pursuant to this Resolution which are not required for the
payment or redemption of Bonds riot theretofore surrendered for
such payment or redemption.
Provision shall be made by the Agency, satisfactory to
the Fiscal Agent, for the publication, at least twice, at an
interval of not less than seven (7) days between publications,
in a financial newspaper or journal, of a notice to the Holders
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 Sixteen Million Five Hundred Thousand
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Dollars ($16,500,000) and shall be designated "CITY OF SANTA
ANA REDEVELOPMENT AGENCY, CITY OF SANTA ANA REDEVELOPMENT
PROJECT, 1983 TAX ALLOCATION REFUNDING BONDS." Tne Bonds may
be initially issued in the form of Bearer Bonds in
denominations of $5,000 or in the form of Fully Registered
Bonds in denominations of $5,000 each or any whole multiple
thereof. The Bearer Bonds shall be dated June 1, 1983, in the
years and in the amounts as follows:
Due Principal Due Principal
December Amount December Amount
1985 $220,000 1993
1986 235,000 1994 380,000
1987 245,000 1995 410,000
1988 265,000 1996 450,000
1989 280,000 1997 490,000
1990 300,000 1998 535,000
1991 325,000 1999 580,000
1992 350,000 635,000
$10,800,000 Term Bonds due December 1, 2009
Section 5. Interest. The Bonds shall bear
interest at a rate or rates to be hereafter fixed by
resolution, but not to exceed twelve percent (12%) per annum
payable semiannually commencing on December 1, 1983, and on
each June 1 and December 1 thereafter, 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 coupons attached
to the Bearer Bonds shall be numbered in consecutive numerical
order from one (1) upwards in the order of their respective
maturities. Each coupon shall represent six (6) months'
interest.
The Fully Registered Bonds shall be numbered by the
Fiscal Agent as the Fiscal Agent shall determine and shall be
dated as of the date of their authentication, except that Fully
Registered Bonds issued upon exchanges and transfers of Fully
Registered Bonds shall be dated so that no gain or loss of
interest shall result from the exchange or transfer. Each
Fully Registered 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 prior to the first interest payment date, in which event
it shall bear interest from the date of the Bearer Bonds.
Interest on Fully Registered Bonds shall be paid by the Fiscal
Agent (out of the appropriate funds) by check or draft mailed
on the interest payment date to the registered owner as his/her
name and address appear on the register kept by the Fiscal
Agent at the close of business on the fifteenth (15th) day
preceding the interest payment date.
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Section 6. Place of Payment. The Bonds, the interest
thereon and any premiums upon the redemption thereof prior to
maturity shall be payable in lawful money of the United States
of America and (except for interest on Fully Registered Bonds
which is payable by check or draft as stated above) shall be
payable at the corporate trust office of the Fiscal Agent in
Los Angeles, California, or, at the option of the Owner, at the
office of any Paying Agent of the Agency in New York, New York
or Chicago, Illinois.
Section 7. Forms of Bonds. The Bearer Bonds and the
interest coupons appertaining thereto shall be negotiable and
shall be substantially in the form set forth in Exhibit "A"
attached hereto and the Fully Registered Bonds shall be
substantially in the form set forth in Exhibit "B" attached
hereto (Fully Registered Bond).
Any Bonds issued pursuant to this Resolution may be
initially issued in temporary form exchangeable for definitive
Bonds when the same are ready for delivery. The temporary
Bonds may be printed, lithographed or typewritten, shall be of
such denominations as may be determined by the Agency, shall be
without coupons and may contain references to any of the
provisions of this Resolution as may be appropriate. Every
temporary Bond shall be executed by the Agency and be 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 Bearer Bonds or definitive Fully
Registered Bonds without coupons 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 Executive Director by manualile signature,
"and the seal of the Agency shall be impressed, imprinted or
reproduced thereon. The interest coupons on the Bonds shall be
signed by the Executive Director by facsimile signature. The
foregoing officers are hereby authorized and directed to sign
the Bonds and coupons in accordance with this Section. If any
Agency member or officer whose facsimile signature appears on
the Bonds or coupons ceases to be a member or officer before
delivery of the Bonds, hisjher signature is as effective as if
he or she had remained in office.
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As to Fully Registered Bonds, the Fiscal Agent shall
authenticate them 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 Exhibit B, duly executed by the Fiscal Agent, shall be
entitled to any rights, benefits or security under this
Resolution. No Fully Registered 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 Fully Registered Bond
shall be conclusive and the only evidence that the Fully
Registered Bond has been duly authenticated and delivered under
this Resolution. The Fiscal Agent's certificate of
authentication on any Fully Registered 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
Fully Registered Bonds that may be issued hereunder.
Section 9. Types of Bonds, Registration and Exchange.
Two forms of Bonds have been provided: (l) those which shall
be initially issued and which are in negotiable form, payable
to bearer with negotiable coupons (herein sometimes referred to
as "Bearer Bonds"L and (2) those which are issued to
facilitate registration and so are issued as Fully Registered
Bonds payable to the registered owner (herein sometimes
referred to as "Fully Registered Bonds"). The Bearer Bonds are
not registrable by endorsement, but may be exchanged for Fully
Registered Bonds as provided herein. A Bearer Bond or Bearer
Bonds may be registered by exchanging the same for a Fully
Registered Bond or Fully Registered Bonds, as the case may be.
A Bearer Bond or Bearer Bonds and a Fully Registered Bond or
Fully Registered Bonds may be exchanged in whole for Bearer
Bonds or in part for such Bearer Bonds and the balance for
Fully Registered Bonds. Transfer of ownership of a Fully
Registered Bond or Fully Registered Bonds shall be made by
exchanging the same for a new Fully Registered Bond or Fully
Registered 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; provided, however, no
such exchange shall be made between the fifteenth (15th) day
preceding any interest payment date and the interest payment
date. The person, firm or corporation requesting the exchange
shall pay any costs or charges in connection with the exchange
as are established by the Fiscal Agent, in addition to paying
any tax or governmental charge that may be imposed in
connection with the exchange. Each Bearer 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 issue.
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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 be open to inspection by
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.
A. Optional Redemption. The Bonds maturing on or
before December 1, 1993, are not subject to call and redemption
prior to maturity. The Bonds maturing on or after December 1,
1994, 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 on December 1, 1993, or on any interest payment
date thereafter, prior to maturity, in inverse order of
maturity and by lot within any maturity. Bonds called for
redemption shall be redeemed at a redemption price for each
redeemed Bond equal to its principal amount, plus accrued
interest to the redemption date plus any premium as may be set
forth in the following schedule:
Redemption
Dates
Redemption
Price
December 1,
December 1,
December 1,
December 1,
December 1,
or June 1, 1994
or June 1, 1995
or June 1, 1996
or June 1, 1997
and thereafter
102%
101 1/2%
101%
100 1/2%
100%
1993
1994
1995
1996
1997
B. Redemption By Operation of Minimum Sinking
Account Payments. The Bonds maturing on December 1,2009,
are subject to mandatory redemption by lot in part from sinking
fund payments at a redemption price equal to 100% of the
principal amount of the Bonds plus accrued interest, if any, to
the redemption date without premium. The Minimum Sinking
Account Payments shall be made as provided in Section 15(b) in
an amount sufficient to redeem the principal amount of Term
Bonds as follows:
Year
2000
2001
2002
2003
2004
2005
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Amount
Principal
Amount
Year
2006
2007
2008
2009
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All Bonds, or parts thereof, as the case may be,
redeemed pursuant to the provisions of this Section and the
appurtenant coupons, if any, shall be cancelled upon surrender
thereof and delivered to, or destroyed upon the order of, the
Agency.
C. 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 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 sixty (60) days prior
to the redemption date.
Notice of redemption prior to maturity (except as
provided below) shall be given by publication at lease once
prior to the redemption date in a financial newspaper or
journal, printed in the English language, of general
circulation in Los Angeles, California and in the Bond Buyer
or other financial paper or newspaper circulated in and
customarily published on each business day in the City of New
York, New York. The publication shall not be less than thirty
(30) nor more than sixty (60) days prior to the redemption
date. In the case of refunding, notice shall also be given as
provided in Section 3 above. Notice of redemption shall also
be mailed not less than thirty (30) nor more than' sixty (60)
days prior to the redemption date, (i) to the original
purchaser(s) of the Bonds (in the case of a syndicate, to the
manager thereof) and to any other Bondholder who files his name
and address with the Fiscal Agent for the purpose of receiving
notice, and (ii) if any Bond called for redemption is a Fully
Registered Bond, to the registered owner of each such Bond.
Neither the failure to mail the notice nor any defect in any
notice mailed shall affect the sufficiency of the proceedings
for the redemption of any Bonds. The notice of redemption
shall (a) state the redemption date; (b) state the redemption
price; (c) state the numbers of the Bonds to be redeemed;
provided, however, that whenever any call for redemption
includes the outstanding Bonds, the number of the Bonds need
not be stated; (d) require that Bearer Bonds be surrendered
with all interest coupons maturing subsequent to the redemption
date at the place or places of redemption; (e) state, as to any
Fully Registered Bonds redeemed in part only, the Registered
Bond numbers and the principal portion thereof to be redeemed;
and (f) 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. If, at the time of giving
notice of redemption, no Bonds are outstanding except Fully
Registered Bonds, publication of the notice shall be deemed to
have been waived if notice shall have been mailed by registered
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or certified mail to each registered owner of the Bonds at his
address as it appears on the register or at an address as he
may have filed with the Fiscal Agent for that purpose.
The actual receipt by the Holder of any Bond of notice
of redemption shall not be a condition precedent to redemption,
and failure to receive notice shall not affect the validity of
the proceedings for the redemption of the Bonds or the
cessation of interest on the redemption date. Notice of
redemption of Bonds shall be given by the Fiscal Agent and on
behalf of the Agency at the expense of the Agency,
A certificate by the Fiscal Agent that notice of
redemption has been given in accordance with this Resolution
shall be conclusive as against all parties, and no Bondholder
whose Bearer Bond or Fully Registered Bond is called for
redemption may object to the redemption or the cessation of
interest on the redemption date by claiming or showing that he
failed to receive actual notice of call and redemption.
D. Redemption Fund. Prior to the publication 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 "Community
Redevelopment Agency of the City of Santa Ana, City of Santa
Ana Redevelopment Project 1983 Tax Allocation Refunding Bonds,
City of Santa Ana Redemption Fund" (hereinafter referred to as
the "Redemption Fund"). There shall be set aside in the
Redemption Fund prior to publication of 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 Redemption 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 together with
(except as to Fully Registered Bonds) all interest coupons
appertaining thereto maturing after the redemption date. Any
interest coupon due on or prior to the redemption date shall be
paid from the Special Fund created by this Resolution upon
presentation and surrender of the Coupon. Any interest due on
or prior to the redemption date upon Fully Registered Bonds
shall likewise be paid from the Special Fund. Each Bearer Bond
presented musted have attached to it or presented with it all
interest coupons maturing after the redemption date..
E. Partial Redemption of Fully Registered Bonds.
Upon surrender of any Fully Registered 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
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unredeemed portion of the Fully Registered Bond surrendered and
of the same interest rate and same maturity. The new Bond or
Bonds may be, at the option of the registered owner, either a
Bearer Bond or Bearer Bonds with all unmatured coupons
appertaining thereto, or a Fully Registered Bond or Fully
Registered Bonds, or in part a Bearer Bond or Bearer Bonds and
the balance a Fully Registered Bond or Fully Registered Bonds.
The registered owner of any Fully Registered Bond may, in lieu
of surrendering the Bond for a new Bond, endorse on the reverse
of the Fully Registered Bond a notation of such partial
redemption, The endorsement shall be in a form satisfactory to
the Agency and the Fiscal Agent and under such conditions as
required by the Fiscal Agent. A partial redemption shall be
valid upon payment of the amount required to be paid to the
registered owner, and the Agency and the Fiscal Agent shall be
released and discharged from all liability to the extent of
such payment irrespective of whether the endorsement of partial
redemption shall or shall not have been made upon the reverse
of the Fully Registered Bond by the registered owner and
irrespective of any error or omission in the endorsement.
F. Effect of Redemption. Notice of redemption
having been duly given as provided above, and moneys for
payment of the principal of, premium, if any, and interest
payable upon redemption of the Bonds being set aside as
provided above, the Bonds, or parts thereof, called for
redemption shall, on the redemption date, become due and
payable at the redemption price specified in the notice and
interest on the Bonds, or parts thereof, as the case may be,
called for redemption shall cease to accrue and the coupons for
interest maturing subsequent to the redemption date shall be
void. The Bonds, or parts thereof redeemed, shall cease to be
entitled to any lien, benefit or security under this
Resolution, and the Owners of the Bonds shall have no rights
except to receive payment of the redemption price, and, in the
case of partial redemption of Fully Registered Bonds, also to
receive a new Bond or Bonds for the unredeemed balance as
provided above.
All unpaid interest installments represented by
coupons which shall have matured on or prior to the redemption
date designated in the notice shall continue to be payable to
the respective Holders of the coupons but without interest
thereon.
G. Purchase of Bonds. The Fiscal Agent, on behalf
of the Agency, is hereby authorized to purchase Bonds on the
open market at any time at a price not to exceed the principal
amount of the Bonds plus the applicable premium and accrued
interest, if any, to the date of purchase plus brokerage fees,
if any.
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Section 12. Funds. There is hereby continued with the
Treasurer a special trust fund created pursuant to Resolution
78-10 of the Agency called the "City of Santa Ana Redevelopment
Project Area, Redevelopment Fund" (hereinafter sometimes called
the "Redevelopment Fund"). There is hereby continued with the
Fiscal Agent a special trust fund created pursuant to
Resolution 78-10 of the Agency cailed the "City of Santa Ana
Redevelopment Project Area, Special Fund" with special trust
accounts contained therein known as the "Interest Account",
"Principal Account", and the "Reserve Account." There is also
created a special trust fund with the Fiscal Agent known as the
"Refunded Bond Fund."
So long as any of the Bonds, or any interest on them,
remain unpaid, the moneys in the foregoing Funds shall be used
for no purposes other than those required or permitted by this
Resolution and the Law.
Section 13. Sale of Bonds; Disposition of Bond Proceeds;
Redevelopment Fund. The Agency may provide by resolution
for the sale of the Bonds in the manner provided by the Law.
A. Upon the delivery of the Bonds to the purchasers,
the Fiscal Agent, on behalf of the Agency, shall transfer any
funds held in the City of Santa Ana Redevelopment Project Area
Special Fund created pursuant to Resolution 78-10'of the
Agency, including any accounts therein, to the Refunded Bond
Fund.
B. Upon the delivery of the Bonds to the purchasers,
the Fiscal Agent, on behalf of the Agency, shall receive the
proceeds from the sale of the Bonds, and shall apply the
proceeds and moneys as follows:
(1) Deposit in the Interest Account accrued interest
and premium, if any, paid by the purchasers of the Bonds;
(2) Deposit in the Reserve Account a sum equal to the
Reserve Requirement;
(3) Pay the necessary expenses in connection with the
issuance and sale of the Bonds and fees of the Fiscal Agent
and Paying Agents;
(4) Deposit in the Refunded Bond Fund an amount which
when added to the amount transferred to such fund pursuant
to subsection A above 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;
(5) Transfer the balance of the proceeds from the
sale of the Bonds, after making the above deposits, if any,
to the Treasurer for deposit in the Redevelopment Fund.
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C. 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 Area 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 A
above.
If any sum remains in the Redevelopment Fund after the
full accomplishment of the objects and purposes for which the
Bonds were issued, that sum shall be transferred to the Special
Fund. Moreover, all interest and income earned from the
Redevelopment Fund on or prior to the date established by
resolution of the Agency shall be retained therein.
All of the above uses constitute a "redevelopment
activity" as that term is defined in Health and Safety Code
Section 33678.
Section 14. Tax Revenues. As provided in the
Redevelopment Plan, pursuant to Article 6 of the Law and
Section 16 of Article XVI of the Constitution of the State of
California, taxes levied upon taxable property in the
Redevelopment Project Area each year by or for the benefit of
the State of California, any city, county, city and county,
district, or other public corporation (herein sometimes
collectively called "taxing agencies") after the effective date
of the Ordinance approving the Redevelopment Plan (being
Ordinance No. 1173 of the City of Santa Ana, which became
effective on August 1, 1973, shall be divided as follows:
(a) That portion of the taxes which would be produced
by the rate upon which the tax is levied each year by or
for each of the taxing agencies upon the total sum of the
assessed value of the taxable property in the Redevelopment
Project Area as shown upon the assessment roll used in
connection with the taxation of such property by such
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taxing agency last equalized prior to August 1, 1973,
(being the effective date of Ordinance No. 1173, and July
2, 1975 (being the effective date of Ordinance No. 1258
referred to above with respect to the areas added by such
amendment) 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
related to business inventory, to the extent received), are
herein referred to as "Tax Revenues."
The foregoing provisions of this Section are a portion
of the provisions of Article 6 of the Law as applied to the
Bonds and shall be interpreted in accordance with Article 6,
and the further provisions and definitions contained in
Article 6 are incorporated by reference herein and shall apply.
The Tax Revenues 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 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
Holders of the Bonds and shall be irrevocable.
Section 33645 of the Health and Safety Code provides,
in applicable part as follows: "The resolution, trust
indenture, or mortgage shall provide that tax increment funds
allocated to an agency pursuant to Section 33670 shall not be
payable to a trustee on account of any issued bonds when
sufficient funds have been placed with the trustee to redeem
all outstanding bonds of the issue." This Resolution is
presently in compliance with the above quoted provision and
shall be so construed
Section 15, Special Fund. The Agency shall payor
cause to be paid to the Fiscal Agent for deposit in the Special
Fund in accordance with this Section all Tax Revenues and other
moneys identified herein, and the Agency will, so far as
permitted by law, authorize and direct the payment of the Tax
Revenues by the respective taxing entities directly to the
Fiscal Agent. The interest on the Bonds until maturity shall
be paid by the Fiscal Agent from the Special Fund. At the
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maturity 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 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
shall be equal to interest becoming due and payable on the
then outstanding Bonds on the next succeeding June 1 and
December 1. Moneys in the Interest Account shall be used
for the payment of interest on the Bonds as interest
becomes due.
.
(b) Principal Account, After the deposits have
been made pursuant to subparagraph (a) above, deposits
shall next be made into the Principal Account, so that the
balance in the Account is equal to the principal coming due
on the then outstanding serial Bonds on the next succeeding
principal payment date or the amount of Minimum Sinking
Account Payments to be made in accordance with the schedule
set forth in Section 11 B. All monies in the Principal
Account shall be used for the purpose of making principal
and Minimum Sinking Account Payments on the Bonds as the
same shall become due and payable.
.
(c) Reserve Account. After deposits have been made
pursuant to subparagraphs (a) and (b) above, deposits shall
be made to the Reserve Account if necessary, in order to
cause the amount on deposit therein to equal the Reserve
Requirement. Moneys in the Reserve Account shall be
transferred to the Interest Account or Principal Account in
the event monies on deposit in such accounts are
insufficient for the purposes thereof. Any portion of the
Reserve Account which is in excess of the Reserve
Requirement shall be transferred at least annually to the
Agency as provided in subparagraph (d) below.
(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 scheduled, if and only if the Tax Revenues
are sufficient therefor, Failure to make the required'
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deposits into the Reserve Account, as specified in
subparagraph (c) above, shall not be an event of default
if, and only if, the Tax Revenues are insufficient
therefor. Should it be necessary to defer all or part of
any deposits referred to in subparagraph (c) above, such
deferred deposits shall be cumulative and shall be made
when the Tax Revenues are sufficient to make the deposits
required by subparagraphs (a) and (b) and thereafter make
the 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 Tax Revenues to be received for the next Fiscal
Year by the Agency, based upon the most recent assessed
valuation of taxable property in the Redevelopment Project
Area, are at least equal to the Maximum Annual Debt Service
on all Bonds, Parity Bonds and any loans, advances or
indebtedness payable from Tax Revenues pursuant to Section
33670 of the Law, as shown by the certificate or opinion of
an Independent Financial Consultant employed by the Agency,
any balances in the Special Fund may be transferred to and
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.
.
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 and by
the Fiscal Agent in the Redevelopment Fund and by the Fiscal
Agent in the Special Fund, except such moneys which are at the
time invested in obligations in which the Agency is authorized
to make investments, shall be held in time or demand deposits
in any bank or trust company authorized to accept deposits of
public funds (including the banking department of the Fiscal
Agent) and all of such deposits shall be secured at all times
by bonds or other obligations which are authorized by law as
security for public deposits, of a market value at least equal
to the amount required by law.
Moneys in the Redevelopment Fund shall from time
time be invested by the Agency, and moneys in the Special
shall be invested by the Fiscal Agent with prior approval
the Agency as provided by law, subject to the following
restrictions:
to
Fund
of
.
(a) Moneys in the Redevelopment Fund shall be
invested only in obligations which will by their terms
mature not later than the date the Agency estimates the
moneys represented by the particular investment will be
needed for withdrawal from the Fund.
(b) Moneys in the Interest Account of the Special
Fund shall be invested only in obligations which will by
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their terms mature on such dates as to ensure that before
each interest payment date there will be in the Account,
from matured obligations and other moneys already in such
Account, cash equal to the interest payable on the interest
payment date.
(c) Moneys in the Reserve Account shall be invested
in obligations which will by their terms mature prior to
the date established by resolution of the Agency.
.
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 Principal Account and
the Term Bond Sinking Account shall be valued at the face
amount thereof.
Section 17. Issuance of Parity Bonds. If at any time
the Agency determines it needs to do so, the Agency may provide
for the issuance of, and sell, Parity Bonds in such principal
amounts as it estimates will be needed. The issuance and sale
of any Parity Bonds shall be subject to the following
conditions precedent:
(a) The Agency shall be in compliance with all
covenants in this Resolution;
.
(b) The Parity Bonds shall be on such terms and
conditions as may be set forth in a supplemental
resolution, which shall provide for (i) bonds substantially
in accordance with the Resolution, (ii) the deposit of
moneys into the Reserve Account in an amount sufficient,
together with the balance of the Reserve Account, to equal
the Reserve Requirement on all Bonds expected to be
outstanding including the outstanding Bonds and Parity
Bonds, (iii) the disposition of Surplus Tax Revenues in
substantially the same manner as Section lS(d) hereof;
(c) Receipt of a certificate of the Executive
Director of the Agency showing:
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(i) For the current and each future Bond Year
the debt service for each such Bond Year with respect
to all Bonds and Parity Bonds reasonably expected to
be outstanding following the issuance of the Parity
Bonds;
.
(ii) For the then current Bond Year, the Tax
Revenues to be received by the Agency based upon the
most recent taxable valuation of taxable property in
the Project Area certified by the appropriate officer
of the County of Orange (and exclusive of any
anticipated business inventory subvention revenues)
plus an allowance for estimated annual additional Tax
Revenues to be received by the Agency within any of
the three Fiscal Years following the date the
computation is made due to increases in assessed
valuation of taxable property in the Redevelopment
Project Area resulting from contruction in progress on
the date such computation is made, all as shown by the
certificate or opinion of an Independent
Redevelopment, Fiscal and Administrative Consultant
employed by the Agency. As used herein, "construction
in progress" means: (aa) construction for which a
building permit has been issued and there is evidence
of construction activity on the site and/or (bb)
construction as to which a binding contract therefor,
with a 100% faithful performance bond, has been
executed between the Agency and a developer deemed
financially responsible by an Independent
Redevelopment, Fiscal and Administrative Consultant;
and
(iii) That for the then current Bond Year, the Tax
Revenues referred to in item (ii) are at least equal
to 1.25 times the maximum annual debt service.
(d) The Parity Bonds shall mature on and interest
shall be payable as the same dates as the Bonds.
.
Section 18. Covenants of the Agency. As long as the
Bonds are outstanding and unpaid, the Agency shall (through its
proper members, officers, agents or employees) faithfully
perform and abide by all of the covenants, undertakings and
provisions contained in this Resolution or in any Bond issued
hereunder, including the following covenants and agreements for
the benefit of the Bondholders which are necessary, convenient
and desirable to secure the Bonds and will tend to make them
more marketable; provided, however, that the Covenants do not
require the Agency to expend any funds other than the Tax
Revenues:
Covenant 1, Complete Redevelopment Project;
Amendment to Redevelopment Plan. The Agency covenants and
agrees that it will diligently carry out and continue to
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completion in a sound and economical manner, with all
practicable dispatch, the Redevelopment Project in accordance
with its duty to do so under and in accordance with the Law and
the Redevelopment Plan. The Redevelopment Plan may be amended
as provided in the Law but no amendment shall be made unless it
will not substantially impair the security of the Bonds or the
rights of the Bondholders, as shown by an Opinion of Counsel,
based upon a certificate or opinion of an Independent Financial
Consultant appointed by the Agency.
Covenant 2. Use of Proceeds, Management and
Operation of Properties. The Agency covenants and agrees
that the proceeds of the sale of the Bonds will be deposited
and used as provided in this Resolution and that it will manage
and operate all properties owned by it comprising any part of
the Redevelopment Project Area in a sound and businesslike
manner.
Covenant 3. No Priority. The Agency covenants
and agrees that it will not issue any obligations payable,
either as to principal or interest, from the Tax Revenues which
have any lien upon the Tax Revenues prior or superior to the
lien of the Bonds herein authorized and the interest coupons
appertaining thereto. Except as permitted by Section 17
hereof, it will not issue any obligations, payable as to
principal or interest, from the Tax Revenues, which have any
lien upon the 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 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 Tax Revenues
which is junior to the Bonds and the interest coupons
appertaining thereto, or (iii) from issuing and selling bonds
or other obligations which are payable in whole or in part from
sources other than the Tax Revenues. As used herein
"obligations" shall include, without limitation, bonds, notes,
interim certificates, debentures or other obligations.
Covenant 4. Punctual Payment. The Agency
covenants and agrees that it will duly and punctually payor
cause to be paid the principal of and interest on each of the
Bonds on the date, at the place and in the manner provided in
the Bonds.
Covenant 5. Payment of Taxes and Other Charges.
The Agency covenants and agrees that it will from time to time
pay and discharge, or cause to be paid and discharged, all
payments in lieu of taxes, service charges, assessments or
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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 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 State-
ments. The Agency covenants and agrees that it will at all
times keep, or cause to be kept, proper and current books and
accounts (separate from all other records and accounts) in
which complete and accurate entries shall be made of all
transactions relating to the Redevelopment Project and the 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 Tax Revenues and other
funds, accompanied by an opinion of an Independent Certified
Public Accountant appointed by the Agency, and will furnish a
copy of the statement or statements to the Fiscal Agent, and
any rating agency which maintains a rating on the Bonds, and,
upon written request, to any Bondholder.
Covenant 7. Eminent Domain Proceedings. The
Agency covenants and agrees that if all or any part of the
Redevelopment Project Area should be taken from it without its
consent, by eminent domain proceedings or other proceedings
authorized by law, for any public or other use under which the
property will be tax exempt, it shall take all steps necessary
to adjust accordingly the base roll of the Project Area.
Covenant 8. Disposition of Property. The Agency
covenants and agrees that it will not dispose of more than ten
percent (10%) of the land area in the Redevelopment Project
Area (except property shown in the Redevelopment Plan in effect
on the date this Resolution is adopted as planned for public
use, or property to be used for public streets, public
offstreet parking, sewage facilities, parks, easements or
right-of-way for public utilities, or other similar uses) to
public bodies or other persons or entities whose property is
tax exempt, unless such disposition will not result in the
security of the Bonds or the rights of Bondholders being
substantially impaired, as shown by an Opinion of Counsel,
based upon the certificate or opinion of an Independent
Financial Consultant appointed by the Agency.
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Covenant 9. Protection of Security and Rights of
Bondholders; No Arbitrage. The Agency covenants and agrees
to preserve and protect the security of the Bonds and the
rights of the Bondholders and to contest by court action or
otherwise (a) the assertion by any officer of any government
unit or any other person whatsoever against the Agency that (i)
the Law is unconstitutional or (ii) that the 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 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.
Section 19. Taxation of Leased Property. Whenever any
property in the Redevelopment Project Area has been redeveloped
and thereafter is leased by the Agency to any person or persons
(other than a public agency), or whenever the Agency leases
real property in the Redevelopment Project Area to any person
or persons (other than a public agency) for redevelopment, the
property shall be assessed and taxed in the same manner as
privately owned property, as required by Section 33673 of the
Law, and the lease or contract shall provide (a) that the
lessee shall pay taxes upon the assessed value of the entire
property and not merely upon the assessed value of his or its
leasehold interest, and (b) that if for any reason the taxes
levied on the property in any year during the term of the lease
or contract are less than the taxes which would have been
levied if the entire property had been assessed and taxed in
the same manner as privately owned property, the lessee shall
pay such difference to the Agency within thirty (30) days after
the taxes for the year become payable to the taxing agencies
and in no event later than the delinquency date of such taxes
established by law. All such payments shall be treated as Tax
Revenues, and when received by the Agency shall be used as
provided herein.
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Section 20. Fiscal Agent and Paying Agents. The
Agency shall appoint a Fiscal Agent hereunder to act as the
agenty, trustee and depositary of the Agency for the purpose of
receiving Tax Revenues and other funds in trust as provided in
this Resolution, to hold, allocate, use and apply the 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, 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 in writing, filed with the Agency. Upon
a resignation in writing, the Agency shall forthwith appoint a
substitute Fiscal Agent and the resignation shall become
effective upon appointment. In the event that the Fiscal Agent
or any successor becomes incapable of acting as such, the
Agency shall forthwith appoint a substitute Fiscal Agent. Any
bank or trust company into which the Fiscal Agent may be merged
or with which it may be consolidated shall become the Fiscal
Agent without action of the Agency. The Fiscal Agent may
become the owner of any of the Bonds authorized by this
Resolution with the same rights it would have had if it were
not the Fiscal Agent.
The Fiscal Agent shall have no duty or obligation to
enforce the collection of or to exercise diligence in the
enforcement of the collection of funds assigned to it
hereunder, or as to the correctness of any amounts received,
but its liability shall be limited to the proper accounting for
the funds that it actually receives.
.
The recitals of fact and all promises, covenants and
agreements herein and in the Bonds shall be taken as
statements, promises, covenants and agreements of the Agency,
and the Fiscal Agent assumes no responsibility for the
correctness of them, and makes no representations as to the
validity or sufficiency of thiscResolution or of the Bonds or
coupons, and shall incur no reponsibility in respect thereof,
other than in connection with the duties or obligations herein
or in the Bonds assigned to or imposed upon the Fiscal Agent.
The Fiscal Agent shall not be liable in connection with the
performance of its duties hereunder, except for its own
negligence or default.
The Agency may provide through the Fiscal Agent,
during the life of the Bonds, for Paying Agents, (in Chicago,
Illinois, and in New York, New York) at the office of which the
Bonds are payable at the option of the OWner.
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Section 21. Lost, Stolen, Destroyed or Mutilated Bonds
or Coupons In the event that any Bond or any interest coupon
pertaining thereto 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 and
coupons 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, together with all unpaid
interest coupons appertaining thereto, shall be cancelled
immediately and transmitted to the Treasurer or destroyed. All
of the cancelled Bonds and interest coupons 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 and coupons issued hereunder, 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 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 OWner or
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,
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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
Holders of all of the Bonds and interest coupons, whether the
coupons are attached to or detached from 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 or Holder of any interest
coupon, whether attached to a Bond or detached therefrom, shall
have any right or interest to object to the action, to question
its propriety or to enjoin or restrain the Agency or its
officers from taking any action pursuant to a modification or
amendment.
A. Calling Bondholders' Meeting. If the Agency
shall desire to obtain the Bondholders' consent, it shall duly
adopt a resolution calling a meeting of the Bondholders for the
purpose of considering the action for which consent is desired.
B. Notice of Meeting. Notice specifying the
purpose, place, date and hour of a Bondholders' meeting shall
be published once in a financial newspaper or journal of
national circulation published in the City of New York, New
York. The publication shàll not be less than sixty (60) days
nor more tha ninety (90) days prior to the date fixed for the
meeting. The notice shall set forth the_nature of the proposed
action for which consent is desired. If any of the Bonds shall
be registered as to be payable otherwise than to bearer, the
Agency shall, on or before the publication of the notice, cause
to be mailed a similar notice, postage prepaid, to the
respective registered owners at their addresses appearing on
the bond register as maintained by the Fiscal Agent. Notice
shall also be mailed to each Bondholder who has filed his name
and address with the Fiscal Agent for the purpose of receiving
notice. The place, date and hour of the meeting and the date
or dates of publishing and mailing the notice shall be
determined by the Agency in its discretion.
The actual receipt by any Bondholder of notice of any
Bondholders' meeting shall not be a condition precedent to the
holding of the meeting, and failure to receive notice shall not
affect the validity of the proceedings at the meeting. A
certificate by the Secretary of the Agency approved by
resolution of the Agency, that the meeting has been called and
that notice has been given as provided herein, shall be
conclusive as against all parties and no Bondholder shall have
the right to show that he failed to receive actual notice of
the meeting.
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C. Voting Qualifications. Bondholders may, prior
to any meeting, deliver their Bearer Bonds to the Fiscal Agent
and shall thereupon be entitled to receive an appropriate
receipt for the Bonds deposited, calling for the redelivery of
the Bonds at any time after the meeting. The Fiscal Agent
shall prepare and deliver to the chairman of the meeting a
statement of the names and addresses shown on the receipts for
the Bearer Bonds which have been deposited, and the names and
addresses of the registered owners of Fully Registered 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, or unless
they present their Bonds at the meeting or a certificate of
deposit of the Bonds satisfactory to the Agency, executed by a
bank of trust company. 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, unless
they produce the Bonds upon which they desire to vote, or a
certificate of deposit thereof as above provided.
D. Issuer-Owned Bonds. The Agency covenants that
it will present at the meeting a certificate, signed and
verified by one of its member and by the Treasurer, stating the
serial numbers, maturities and principal amounts of all Bonds
owned by, or held for account of, the Agency or the City,
directly or indirectly. No person shall be permitted at the
meeting to vote or consent with respect to any Bond appearing
upon the certificate, or any Bond which is established at or
prior to the meeting to be owned by the Agency or the City,
directly or indirectly, and no such Bond (in this Resolution
referred to as "issuer-owned Bonds") shall be counted in
determining whether a quorum is present at the meeting.
E. Quorum and Procedure, A representation of at
least sixty percent (60%) in aggregate principal amount of the
Bonds then outstanding (exclusive of issuer-owned Bonds, if
any) shall be necessary to constitute a quorum at any meeting
of Bondholders, but less than a quorum may adjourn the meeting
from time to time, and the meeting may be held as adjourned
without further notice, whether such adjournment shall have
been held by a quorum or by less than a quorum. The Agency
shall, by an instrument in writing, appoint a temporary
chairman of the meeting, and the meeting shall be organized by
the election of a permanent chairman and secretary. At any
meeting each Bondholder shall be entitled to one vote for every
$5,000 principal amount of Bonds with respect to which he shall
be qualified to vote as set forth above, and the vote may be
given in person or by proxy duly appointed by an instrument in
writing presented at the meeting. The Agency and/or the Fiscal
Agent by their duly authorized representatives and counsel, may
attend any meeting of the Bondholders, but shall not be
required to do so.
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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 and the Bondholders. The provisions of any
amendment shall be enforceable by any Bondholder for the equal
benefit and protection of all Bondholders similarly situated by
mandamus, accounting, mandatory injunction or any other suit,
action or proceeding at law or in equity that is now or may
hereafter be authorized under the laws of the State of
California in any court of competent jurisdiction. The
contract is made under and is to be construed in accordance
with the laws of the State of California. The following
provisions shall not limit the generality of the foregoing.
A. Events of Default.
constitute an event of default:
Each of the following shall
(1) Default in the due and punctual payment of
any installment of interest on any Bond when the
interest installment becomes due and payable:
(2) Default in the due and punctual payment of
the principal 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
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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 if requested by the
holders 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), declare the
principal of all of the Bonds then outstanding and the interest
accrued thereon, to be due and payable immediately. Upon any
such declaration the Bonds shall become and shall be
immediately due and payable, anything in this Resolution or in
the Bonds to the contrary notwithstanding.
.
The declaration may be rescinded 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 of a sum sufficient to pay all principal on the
Bonds matured prior to the declaration and all matured
installments of interest (if any) upon all the Bonds, with
interest at the rate of twelve percent (12%) per annum on the
overdue installments of principal and, to the extent the
payment of interest on interest is lawful at that time, on such
overdue installments of interest, so that the Agency is
currently in compliance with all payment, deposit and transfer
provisions of this Resolution, and any expenses incurred by the
Fiscal Agent in connection with the default.
B. Certain Remedies of Bondholders. Any
Bondholder shall have the right, for the equal benefit and
protection of all Bondholders similarly situated--
.
(1) by mandamus, suit, action or proceeding, to
compel the Agency and its members, officers, agents or
employees to perform each and every term, provision
and convenant contained in this Resolution and in the
Bonds, and to require the carrying out of any or all
covenants and agreements of the Agency and the
fulfillment of all duties imposed upon it by the Law;
(2) by suit, action or proceeding in equity, to
enjoin any acts or things which are unlawful, or the.
violation of any of the Bondholders' rights; or
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(3) upon the happening of any event of default
(as defined in this Section), by suit, action or
proceeding in any court of competent jurisdiction, to
require the Agency and its members and employees to
account as if it and they were the trustees of an
express trust.
C, Non-Waiver. Nothing in this Section or in any
other provisions of this Resolution, or in the Bonds, or in the
coupons, 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 Holders of the
Bonds and coupons at the respective dates of maturity, 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 and coupons.
No remedy conferred upon any Bondholder by the
Resolution is intended to be exclusive of any other remedy, but
each remedy is cumulative and in addition to every other remedy
and may be exercised without exhausting and without regard to
any other remedy conferred by the Law or any other law of the
State of California. No waiver of any default or,breach of any
duty or contract by any Bondholder shall affect any subsequent
default or breach of any duty or contract or shall impair any
rights or remedies on the subsequent default or breach. No
delay or omission of any Bondholder to exercise any right or
power accruing upon any default shall impair any such right or
power or shall be construed as a waiver of any default or
acquiescence therein. Every substantive right and every remedy
conferred upon the Bondholders may be enforced and exercised as
often as may be deemed expedient, In case any suit, action or
proceeding to enforce any right, or exercise any remedy, shall
be brought and should said suit, action or proceeding be
abandoned, or be determined adversely to the Bondholders, then,
and in every such case, the Agency and the Bondholders shall be
restored to their former positions, rights and remedies as if
the suit, action or proceeding had not been brought or taken.
D. Actions by Fiscal Agent as Attorney-in-Fact.
Any suit, action or proceeding which any Owner of Bonds shall
have the right to bring to enforce any right or remedy
hereunder may be brought by the Fiscal Agent for the equal
benefit and protection of all Holders of Bonds similarly
situated and the Fiscal Agent is hereby appointed (and the
successive respective registered owners of the Bonds and
interest coupons issued hereunder, by taking and holding of the
same, shall be conclusively deemed so to have appointed it) the
true and lawful attorney-in-fact of the respective registered
Holders and registered owners of the Bonds and interest coupons
for the purpose of bringing any suit, action or proceeding and
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to do and perform any and all acts and things for and on behalf
of the respective registered Holders and registered owners of
the Bonds and coupons as a class or classes, as may be
necessary or advisable in the opinion of the Fiscal Agent as
attorney-in-fact.
E. General. After the issuance and delivery of
the Bonds, this Resolution, and any supplemental resolutions
hereto, shall be irrepealable, but shall be subject to
modification or amendment to the extent and in the manner
provided in this Resolution, but to no greater extent and in no
other manner.
Section 25. CUSIP Numbers. CUSIP identification
numbers will be imprinted on the Bonds, but numbers shall not
constitute a part of the contract evidenced by the Bonds and no
liability shall attach to the Agency or any of the officers or
agents because of or on account of said numbers. Any error or
omission with respect to the numbers shall not constitute cause
for refusal by the successful bidder to accept delivery of and
pay for the Bonds.
Section 26. Severability. If any covenant, agreement
or provision, or any portion thereof, contained in this
Resolution, or the application thereof to any person or
circumstance, is held to be unconstitutional, invalid or
unenforceable, the remainder of this Resolution and the
application of any covenant, agreement or provision, or portion
thereof, to other persons or circumstances, shall be deemed
severable and shall not be affected, and this Resolution and
the Bonds issued pursuant hereto shall remain valid and the
Bondholders shall retain all valid rights and benefits accorded
to them under this Resolution and the Constitution and the laws
of the State of California. If the provisions relating to the
appointment and duties of a Fiscal Agent are held to be
unconstitutional, invalid or unenforceable, the duties shall be
performed by the Treasurer.
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Section 27. Effective Date.
take effect upon adoption.
ADOPTED AND APPROVED
(SEAL)
ATTEST:
APPROVED AS TO FORM:
~d~1b-
Agency Legal Counsel
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This Resolution shall
THE 19thday of April, 1983.
çf.~
Chai of the CommunitY,",_.h_"'~-I
Redevelopment Agency of the
City of Santa Ana
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STATE OF CALIFORNIA
COUNTY OF ORANGE
CITY OF SANTA ANA
)
)ss.
SECRETARY'S CERTIFICATE
RE ADOPTION OF RESOLUTION
I, Rex Swanson, Secretary of the Community
Redevelopment Agency of the City of Santa Ana, DO HEREBY
CERTIFY that the foregoing Resolution was duly adopted by the
Agency at a regular meeting of the Agency held on the 19th day
of April, 1983, and that the same was passed and
adopted by the following vote:
AYES:
Members Acosta, Griset, Bricken, Johnson,
Luxembourger, McGuigan, Young
NOES:
Members None
ABSENT:
Members None
ABSTAIN:
Members
(SEAL)
STATE OF CALIFORNIA
COUNTY OF ORANGE
CITY OF SANTA ANA
)
)ss.
)
None
S~ity
Redevelopment Agency of the
City of Santa Ana
SECRETARY'S CERTIFICATE
OF AUTHENTICATION
I, Rex Swanson, Secretary of the Community
Redevelopment Agency of the City of Santa Ana, DO HEREBY
CERTIFY that the above and foregoing is a full, true and
correct copy of Resolution No. 83-10 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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Secre of the Community
Redevelopment Agency of the
City of Santa Ana
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EXHIBIT A
[Form of Bearer Bond]
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
COUNTY OF ORANGE
CITY OF SANTA ANA
COMMUNITY REDEVELOPMENT AGENCY OF CITY
THE CITY OF SANTA ANA REDEVELOPMENT PROJECT
1983 TAX ALLOCATION REFUNDING BOND
No.
$5,000
THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF
SANTA ANA (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 bearer on December 1, ----' upon presentation
and surrender of this bond, the sum of FIVE THOUSAND DOLLARS
($5,000), with interest thereon (payable solely from said
funds) from the date hereof at the rate of ~ per annum,
interest payable on December 1, 1983 and thereafter
semiannually on June 1 and December 1 of each and every year
until this Bond is paid, upon presentation and surrender of the
respective interest coupons hereto attached; provided, however,
that if at the maturity date of this Bond funds are available
for payment thereof, as provided in the Resolution hereinafter
menitoned, this Bond shall then cease to_bear interest. Both
principal and interest are payable in lawful money of the
United States of America at the corporate trust office of First
Interstate Bank of California, Fiscal Agent for the Agency, in
Los Angeles, California, or, at the option of the Holder
hereof, at the office of any Paying Agent of the Agency in New
York, New York, or Chicago, Illinois.
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 this Bond are liable personally on this Bond by
reason of its issuance.
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This Bond is one of a duly authorized issue of Bonds of
the Agency designated "Community Redevelopment Agency of the
City of Santa Ana, City of Santa Ana Redevelopment Project,
1983 Tax Allocation Refunding Bonds," (hereinafter call the
"Bonds") in aggregate principal amount of $ all of
like tenor (except for bond numbers, maturity dates and
differences, if any, in interest rate) 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 refunding its "City of Santa Ana
Redevelopment Project Area, 1978 Tax Allocation Bonds" and
aiding in the financing of the Redevelopment Project above
designated, and are authorized by and issued pursuant to
Resolution No. 83-8, adopted by the Agency on March 15, 1983,
as amended by Resolution No. adopted by the Agency
on , 1983 (said Resoltion No. as amended
by Resolution No. 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 Holder hereof and of the coupons
attached hereto consents 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 Holders of said Bonds and coupons, 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 the modifiation
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 Tax Revenues (as such term is defined in said
Resolution) and certain other funds, all as more particularly
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,
1994, 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, 1993, or on any interest payment date thereafter
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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 thereof), plus accrued interest to the
date of redemption as set forth in the following table:
REDEMPTION YEARS AND PREMIUMS
FOR OPTIONAL CALLS
Redemption Date
Premium
December 1,
December 1,
December 1,
December 1,
December 1,
or June 1, 1994
or June 1, 1995
or June 1, 1996
or June 1, 1997
and thereafter
102%
101 1/2%
101%
100%
100%
1993
1994
1995
1996
1997
The Bonds maturing on December 1,2009, are also subject to
call and redemption prior to maturity as a result of Minimum
Sinking Account Payments commencing December 1, 2000, and on
each December 1 thereafter, as provided in the Resolution.
Notice of call and redemption prior to maturity shall be given
as provided in the Resolution.
This Bond and the coupons hereto attached are
negotiable instruments and shall be negotiable by delivery.
This Bond (issued in the form of a bearer bond and herein
sometimes referred to as "Bearer Bond") is not registrable by
endorsement but may be exchanged for a Fully Registered Bond as
provided in the Resolution. Fully Registered Bonds may be
exchanged for a like aggregate principal amount of Bearer Bonds
of the same issue, bearing all unmatured coupons, or for a like
aggregate principal amount of Fully Registered Bonds of other
authorized denominations, or in part for Bearer Bonds and the
balance for Fully Registered Bonds of the same issue and Bearer
Bonds bearing all unmatured coupons may be exchanged for a like
aggregate principal amount of Fully Registered Bonds of
authorized denominations of the same issue, all as more fully
set forth in the Resolution; provided, however, no such
exchange shall be made between the fifteenth day preceding any
interst payment date and such interest payment date. Such
exchange shall be free of any costs or charges to the person,
firm or corporation requesting such exchange, except for any
tax or governmental charge that may be imposed in connection
with such exchange.
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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 Community Redevelopment Agency of
the City of Santa Ana has caused this Bond to be signed on its
behalf by its Chairman by his facsimile signature and by its
Executive Director by his manual signature and the seal of said
Agency to be imprinted hereon, and the interest coupons hereto
attached to be signed by said Executive Director by his
facsimile signature and this Bond to be dated as of the first
day of
ð~
Community Redevelopment Agency
of the City of Santa Ana
[SEAL)
EX~
Community Redevelopment Agency
of the City of Santa Ana
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[COUPON FORM]
On the first day of
,19-
the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA
will pay to bearer, at the corporate trust offices of Fir$t
Inter$tate Bank of California, Fiscal Agent for the Agency, in
Lo$ Angele$, California, or at the option of the Holder hereof,
at the office of any Paying Agent of the Agency in New York,
New York, or Chicago, Illinoi$, solely out of the fund$
mentioned in the Bond to which thi$ coupon i$ attached, the sum
shown hereon in lawful money of the United States of America,
being the interest then due on its COMMUNITY REDEVELOPMENT
AGENCY OF THE CITY OF SANTA ANA, CITY OF SANTA ANA
REDEVELOPMENT PROJECT, 1983 TAX ALLOCATION REFUNDING BOND,
dated June 1, 1983
$
~
ec ary of the
Community Redevelopment Agency
of the City of Santa Ana
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EXHIBIT B
[FORM OF FULLY REGISTERED BOND]
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
COUNTY OF ORANGE
CITY OF SANTA ANA
COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA
CITY OF SANTA ANA REDEVELOPMENT PROJECT,
1983 TAX ALLOCATION REFUNDING BOND
Fully Registered Bond
No. R . . . . . . . . .
The COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA
ANA (hereinafter sometimes called the "Agency"), a public body,
corporate and politic, duly organized and existing under the
laws of the State of California, for value received, hereby
promises to pay (but solely from the funds hereinafter
mentioned) to or registered
assigns, herein sometimes referred to as "registered owner"
(subject to the right of prior redemption hereinafter
mentioned), the principal sum of Dollars
($ ), 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 preceding the interest payment date, interest on
such principal sum from the interest payment date next
preceding the date hereof (unless the date hereof is prior to
December 1, 1983 in which event from June 1, 1983 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, 1983 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 State of America, and (except for
interest which is payable by check or draft as stated above)
are payable at the corporate trust office of First Interstate
Bank of California Fiscal Agent for the Agency, in Los Angeles,
California, or, at the option of the Holder hereof, at the
office of any Paying Agent of the Agency in New York, New York,
or Chicago, Illinois.
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
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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 "Community Redevelopment Agency of the
City of Santa Ana, City of Santa Ana Redevelopment Project,
1983 Tax Allocation Refunding Bonds," (hereinafter called
IIBonds") in aggregate principal amount of $ 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 refunding its "City of Santa Ana
Redevelopment Project Area, 1978 Tax Allocation Bonds and
aiding in the financing of the Redevelopment Project above
designated, and are authorized by and i'ssued pursuant to
Resolution No 83-8, adopted by the Agency on March 15, 1983, as
amended by Resolution No. adopted by the Agency
on , 1983, (said Resolution No. ,as amended
by Resolution No. being hereinafter referred~ 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 consents 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 the
modification or amendment is for the purspose 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 Tax Revenues (as such term is defined in said
Resolution) and certain other funds, all as more particularly
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,
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The outstanding Bonds maturing on or after December
1, 1994, 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, 1993, or on any interest payment date
thereafter prior to maturity. If less than all of the Bonds
otstanding 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 (e~pressed as a percentage of
the principal amount thereof), plus accured interest to the
date of redemption as set forth in the following table:
REDEMPTION DATES AND PREMIUMS
FOR OPTIONAL CALL
Redemption Date
December 1, 1993 or June 1, 1994
December 1, 1994 or June 1, 1995
December 1, 1995 or June 1, 1996
December 1, 1996 or June 1, 1997
December 1, 1997, and thereafter
Premium
102%
101 1/2%
101%
100 1/2%
100%
The Bonds maturing on December 1,2009 are also subject to
call and redemption prior to maturity as a result, of Minimum
Sinking Account Payments commencing on December 1,2000, and on
each December 1 thereafter as provided in the Resolution.
Notice of call and redemption prior to maturity shall be given
as provided in the Resolution.
The Bond is issued in fully registered form (herein
sometimes referred to as "Fully Registered Bond") and is
non-negotiable. This Bond may be e~changed for a like
aggregate principal amount of Bearer Bonds of the same issue,
bearing all unmatured coupons, or for a like aggregate
principal amount of Fully Registered Bonds of other authorized
denominations or in part for Bearer Bonds and the balance for
Fully Registered Bonds, of the same issue, and Bearer Bonds
bearing all unmatured coupons may be e~chanqed for a like
aggregate principal amount of Fully Registered Bonds of
authorized denominations of the same issue, all as more fully
set forth in the Resolution. This Bond is transferable by the
registered owner hereof, in person or by his attorney duly
authorized in writing, at the principal office of the Fiscal
Agent in the City of 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 e~change therefor. No e~change or transfer
shall be made between the fifteenth day preceding any interest
payment date and such interest payment date. '
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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 Community Redevelopment Agency of
the City of Santa Ana has caused this Bond to be signed on its
behalf by its Chairman by his facsimile signature and by its
Executive Director by his manual signature and the seal of. said
Age=y to be i~rimed M~on ~~~ '
hairman of the Community
Redevelopment Agency
of the City of Santa Ana
[SEAL]
Exec ve Director of the
Community Redevelopment Agency
of the City of Santa Ana
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[FORM OF CERTIRICATE OF AUTHENTICATION ON
FULLY REGISTERED BONDS]
This is one of the Fully Registered bonds described in the
within-mentioned Resolution.
First Interstate Bank of
California, Fiscal Agent
By:
Authorized Officer
[FORM OF ENDORSEMENT ON FULLY REGISTERED BONDS]
This Fully Registered Bond (issued in fully registered
form without coupons) is issued in lieu of or in exchange for
Bearer Bond(s) of this issue of the denomination of $5,000,
each not contemporaneously outstanding, aggregating the face
value hereof; and Bearer Bonds of this same issue and of the
denomination of $5,000 will be issued in exchange for this Bond
in the manner, with the effect and under the terms and
conditions stated on the face of the Bond and in the Resolution
referred to therein.
[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 books of the Fiscal
power of substitution in the premises,
hereby
irrevocably constitutes
attorney, to
Agent with full
Dated:
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 chane whatsoever.
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