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HomeMy WebLinkAbout1983-08 CRA . I ',~ ".": .8 . . RESOLUTION NO. 83-8 RESOLUTION OF THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA AUTHORIZING ~~ THE ISSUANCE OF TAX ALLOCATION REFUNDING ~~ BONDS OF SAID AGENCY IN A PRINCIPAL AMOUNT S~ JOT TO EXCEEj). SIJ(.!fEI3U MILLION FIVE HUNDRED THOUSAND DOLLARS ($~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 11,14 sl\. ..' ",': . . . RESOLUTION NO. 83-8 sIL. RESOLUTION OF THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA AUTHORIZING THE ISSUANCE OF TAX ALLOCATION REFUNDING BONDS OF SAID AGENCY IN A PRINCIPAL AMOUNT NOT TO EXCEEI;l.A!UrT!!J3N MILLION FIVE HUNDRED THOUSAND DOLLARS ($1~500,000) 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 Section 1, Definitions Section 2. Amount, Issuance and Purpose of Bonds Section 3. Nature of Bonds Section 4. Description of Bonds Section 5. Interest Section 6. Place of Payment Section 7, Forms of Bonds Section 8. Execution of Bonds Section 9. Types of Bonds, Registration and Exchange Section 10. Bond Register Section 11. Call and Redemption of Bonds Prior to Maturi ty . A. Terms of Optional Redemption B. Redemption By Operation of Sinking Fund Installments C. Call and Redemption (i) It-I :s- Page 2 5 5 7 7 8 8 9 9 10 10 10 10 11 SA. ',,' ", . . . . 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) It-I (¡; Page 12 13 13 14 14 14 15 16 19 20 21 21 21 22 22 22 23 23 23 23 24 24 SA ,', " " I' . . . Section 21. Section 22. Section 23, Section 24. Section 25. Section 26. Section 27. Lost, Stolen, Destroyed or Mutilated Bonds or Coupons Cancellation of Bonds Amendments A. Calling Bondholders' Meeting B. Notice of Meeting C. 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 Severability Effective Date (iii) A..n Page 25 25 25 27 27 27 28 28 28 29 29 30 30 30 32 32 32 33 3A , : " " f '. . RESOLUTION NO. 83-8 RESOLUTION OF THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA AUTHORIZING ~HE ISSUANCE OF TAX ALLOCATION REFUNDING BONDS OF SAID AGENCY IN A PRINCIPAL AMOUNT 51! OT TO EXCE~8IJ['fE!!!U MILLION FIVE HUNDRED . THOUSAND DOLLARS ($~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 Redevelopment Law (Part 1 of Division 24 commencing with Section 33000 of the Health and Safety Code of the State of California), and the powers of the Agency include the power to issue bonds for any of its corporate purposes; and WHEREAS, the Redevelopment Plan for a redevelopment project known and designated as the "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 Redevelop- ment 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, for the corporate purposes of the Agency, the 4It Agency deems it necessary to issue at this time additional tax llocation refunding bonds in a principal amount not to exceed 5eø nli..L__u Million Five Hundred Thousand Dollars ($1~500,000), 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; and /1-/<i 3A , ;,' ,. r . . . NOW, THEREFORE, THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. Definitions. As used in this Resolution, the following terms shall have the following meanings, unless the context otherwise requires: (a) "Bond" or "Bonds" means the "Community Redevelopment Agency of the City of Santa Ana, City of Santa Ana Redevelopment Project Area Tax Allocation Refunding Bonds, 1983," authorized by this Resolution, (b) "Bond Year" means the twelve (12) month period commencing on April 1 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. (g) "Independent Financial Consultant," "Independent Engineer, ""Independent Certified Public Accountant" or "Independent Redevelopment Consultant" means any individual or firm engaged in the profession involved, appointed by the Agency, and who, or each of whom, has a favorable reputation in the field in which hisjher opinion or certificate will be given, and: (1) is in fact independent and not under domination of the Agency; and (2) does not have any substantial interest, direct or indirect, with the Agency; and 02-22-83 4l41P/2306/00 SA -2- 19-19 ., ",', . (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. (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 . (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 Term Bond Sinking Account, 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 or schedules of Minimum Sinking Account Payments contained in a supplemental resolution adopted for the purposes of establishing the schedule 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 02-22-83 4141P/2306/00 -3- A~20 3A . : " " I . . . representation by, an officer or officers of the Agency, unless such counsel knows, or in the exercise of reasonable care should have known, that the certificate, opinion or representation with respect to the matters upon which his or her opinion may be based, as aforesaid, is erroneous. (1) "Parity Bonds" means any additional tax allocation bonds (including, without limitation, bonds, notes, interim certificates, debentures or other obligations) issued by the Agency as permitted by Section 17 of this Resolution. (m) "Paying Agent" means any paying agent provided by the Agency pursuant to this Resolution, (n) "Redevelopment Agency" or "Agency" means the Community Redevelopment Agency of the City of Santa Ana. (0) "Redevelopment Plan" means the Redevelopment Plan for the City of 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 Area" means the City of Santa Ana Redevelopment Project Area. ('1) "Redevelopment Project Area" means the project area described and defined in the Redevelopment Plan. (r) "Refunded Bonds" means the $13,500,000 principal amount City of Santa Ana Redevelopment Project Area, 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. (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. 02-22-83 4l41P/2306/00 -4- 11.2./ 3A .:.' " I' . . . ¥. Section 2. Amount I ssuance and Pur ose of Bonds. S'ellf!;I«n Under and pursuant to the Law and this Resolution, onds of the Agency in a principal amount not to exceed' Million Five Hundred Thousand Dollars ($111500,000) 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, 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 Area or any part thereof, or (b) the performance by anyone of hisjher obligations relative to the Redevelopment Project Area, or (c) the proper expenditures of the proceeds of the Bonds. Nothing in this Resolution shall preclude: (a) the payment of the Bonds from the proceeds of refunding bonds issued pursuant to the Law, or (b) the payment of the Bonds from any legally available funds. Nothing in this Resolution shall prevent the Agency from making advances of its own funds, however derived, to any of the uses and purposes mentioned in this Resolution. If the Agency shall,cause to be paid, or shall have made provision to pay upon maturity or upon redemption prior to maturity, to the Bondholders the principal of, premium, if any, and interest to become due on the Bonds, through setting aside 02-22-83 4141P/2306/00 -5- Ii. 2. 'L SA ":,' " I". , . t 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 not 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 avaiÀable for such payment. ~~ Së,,~n Section 4. Description of Bonds~he Bonds shall be in a principal amount not to exceed' II' Million Five Hundred Thousand Dollars ($1'7500,000) and shall be designated "CITY OF SANTA ANA REDEVELOPMENT AGENCY, CITY OF SANTA ANA REDEVELOPMENT PROJECT AREA TAX ALLOCATION REFUNDING BONDS, 1983." The Bonds may be initially issued in the form of Bearer Bonds in the denomination of $5,000 each, 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 as of provided in a resolution of the Agency and shall be numbered consecutively from 1 upwards in the order of their respective maturities. The Bonds shall mature on the dates, in the years and in the amounts as follows or such other amounts as provided in a resolution of the Agency. 02-22-83 4141P/2306/00 SA -6- 1f-;2..3 , . . , r 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 or provided in a resolution of the Agency. 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, the 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 (5) 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 and upon exchanges of Bearer Bonds for 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. Section 5. 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 Holder, 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 approved resolution of the Agency and the Fully Registered Bonds shall be substantially in the form approved by resolution of the Agency (Fully Registered Bond) . Any Bonds issued pursuant to this Resolution may be initially issued in temporary form exchangeable for definitive 02-22-83 4141P/2305/00 SA -7- ,4~.,2 'I- . . . 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 manual 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 manual or 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, 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 02-22-83 4l41P/2306/00 -8- fi~~ 3A ': ,. . . . , 1 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: (1) 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"), 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 the denomination of $5,000. Each Fully Registered 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, 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 outstanding Bonds, or any of them, may be called before maturity and redeemed at the 02-22-83 4141P/2306/00 -9- ft-J. b SA ': " . . . option of the Agency, in whole from the proceeds of refunding bonds and other available funds, or in whole or in part from any other source of funds on the date established therefor by resolution of the Agency adopted prior to delivery of the Bonds 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 a premium set forth in a resolution of the Agency: B. Redemption By Operation of Sinking Account Installments. Bonds are subject to mandatory redemption by lot in part from sinking fund installments at a redemption price equal to 100% of the principal amount of the Bond plus accrued interest, if any, to the redemption date without premium. The Sinking Account Payments shall be made as provided in Section l5(c) in an amount sufficient to redeem the principal amount of Term Bonds as established by resolution of the Agency: 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 least 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) deys 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 02-22-83 4l41P/2306/00 3A -10- Ir--~ '7 . . . 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 all of the outstanding Bonds, the numbers 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 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 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, Redevelopment Project Area Tax Allocation Refunding Bonds, 1983, Redemption Fund" (hereinafter referred to as the "Redemption Fund") and an account therein, namely the Optional Redemption Account. There shall be set aside in the Optional Redemption Account prior to publication of redemption, and in the Term Bond Sinking Account on or prior 02-22-83 4141P/2306/00 SA -11- A.~~ , . . . . 1', to the time set forth in Section IS(c) hereof, 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 Account 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 must 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 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 princjpal 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. 02-22-83 4141P/2306/00 -12- 19~;). '1 SA , ~ . . . . . 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 Holders 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. 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 called 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, 02-22-83 4141P/2306/00 SA -13- ft~30 . : " . . ~ 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 dispose of the proceeds and moneys as follows: (1) Deposit in the Interest Account accrued interest and premium, if any, paid by the purchasers of the Bonds; (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) After making the above deposits, the balance of the proceeds from the sale of the Bonds, if any, shall be transferred to the Treasurer who shall place the same in the Redevelopment Fund, C. The moneys set aside in the 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 02-22-83 4141P/2306/00 SA -14- /t-3/ . , . . , ", , 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 as amended by Ordinance No. 1258 of the City which became effective on July 2, 1975 shall be divided as follows: (a) That portion of the taxes which would be produced by the rate upon which the tax is levied each year by or for each of the taxing agencies upon the total sum of the assessed value of the taxable property in the Redevelopment Project Area as shown upon the assessment roll used in connection with the taxation of such property by such taxing agency last equalized prior to August 1, 1973, (being the effective date of Ordinance No. 1173, referred to above with respect to the original project area) 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. 02-22-83 4141P/2306/00 ,4 - 3:2. 3A -15- --, , , . t . 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 l5(e» 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 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 on the date established by resolution of the Agency, shall be equal to six (6) month's interest on the then outstanding Bonds and thereafter, one (1) month prior to the date of the payment of any installment of interest on the Bonds. shall be equal to six (6) months' interest on the then outstanding Bonds. Moneys in the Interest Account shall be used for the payment of interest on the Bonds as interest becomes due. 02-22-83 4l41P/2306/00 rtr33 3A -16- ", . (b) Principal Account. After the deposits have been made pursuant to subparagraph (a) above, deposits shall next be made into the Principal Account so that the balance in the Account on the date established by resolution of the Agency of each year is equal to the principal coming due on the then outstanding serial Bonds on the next succeeding principal payment date. (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, Principal Account, to pay interest on and principal of the Bonds as it becomes due to the extent Tax Revenues are insufficient therefor, Any portion of the Reserve Account which is in excess of the Reserve Requirement shall be transferred at least semiannually to the Interest Account. . (d) Surplus. It is the intent of this Resolution: (i) that the deposits in subparagraphs (a) and (b) above to the Interest Account and the Principal Account, respectively, shall be made as scheduled, and (ii) that the deposits in subparagraph (c) above to the Reserve Account shall be made as scheduled, if and only if the Tax Revenues are sufficient therefor. Failure to make the required 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 Maxmimum 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 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, 02-22-83 4141P/2306/00 -17- 1P~.3'f SA " ,. . , . all moneys held by the Agency in the Redevelopment Fund and by the Fiscal Agent in the Special Fund, except such moneys which are at the time invested in obligations in which the Agency is authorized to make investments, shall be held in time or demand deposits in any bank or trust company authorized to accept deposits of public funds (including the banking department of the Fiscal Agent) and all of such deposits shall be secured at all times by bonds or other obligations which are authorized by law as security for public deposits, of a market value at least equal to the amount required by law. Moneys in the Redevelopment Fund shall from time 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 Bond Interest Account of the Special Fund shall be invested only in obligations which will by their terms mature on such dates as to ensure that before each interest 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 Debt Service 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 02-22-83 4l41P/2306/00 -18- ¡f-3S- SA . investments in the Bond Interest Account, Serial Bond Payment 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 ~eeded. 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; t (b) The Parity Bonds shall be on such terms and conditions as may be set forth in a supplemental resolution, which shall provide for (i) bonds substantially in accordance with the Resolution, (ii) the deposit of moneys into the Debt Service Reserve Account in an amount sufficient, together with the balance of the Debt Service Reserve Account, to equal the Average Annual Debt Service on all Bonds expected to be outstanding including the outstanding Bonds and Parity Bonds, (iii) the disposition of Surplus Tax Revenues in substantially the same manner as Section l5(e) hereof; (c) Receipt of a certificate of the Executive Director of the Agency showing: (i) For the current and each future Bond year the debt service for each such Bond year with respect to all Bonds and Parity Bonds reasonably expected to be outstanding following the issuance of the Parity Bonds; (ii) For the then current Bond year, the Tax Revenues to be received by the Agency based upon the most recent assessed valuation of taxable property in the Project Area certified by the appropriate officer of the County of Merced (and exclusive of any anticipated business inventory subvention revenues); and . (iii) That for the then current Bond year, the Tax Revenues referred to in item (ii) are at least equal to 1.10 times the maximum annual debt service referred to in item (i) above. (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 02-22-83 4l41P/2306/00 -19- It~ 36 SA. t , . 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 marketaþle; provided, however, that the Covenants do not require the Agency to expend any funds other than the Tax Revenues: Covenant 1. Complete Redevelopment Proiect; Amendment to Redevelopment Plan. The Agency covenants and agrees that it will diligently carry out and continue to completion in a sound and economical manner, with all practicable dispatch, the Redevelopment Project Area 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 and the interest coupons appertaining thereto. 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 02-22-83 4141P/2306/00 -20- R-.3 7 3A -, . t . , . 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 and the interest coupons appertaining thereto. Covenant 5. Payment of Taxes and Other Charges. The Agency covenants and agrees that it will from time to time pay and discharge, or cause to be paid and discharged, all payments in lieu of taxes, service charges, assessments or other governmental charges which may lawfully be imposed upon the Agency or any of the properties then owned by it in the Redevelopment Project Area, or upon the revenues and income therefrom, and will pay all lawful claims for labor, materials and supplies which if unpaid might become a lien or charge upon any of the properties, revenues or income or which might impair the security of the Bonds or the use of 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 Proceeds. The Agency covenants and agrees that if all or any part of the Redevelopment Project Area should be taken from it without its consent, by eminent domain proceedings or other proceedings authorized by law, for any public or other use under which the property will be tax exempt, it shall take all steps necessary to adjust accordingly the base roll of the Project Area. 02-22-83 4l41P/2306/00 /¡-3ð 3A -21- . . , . . . . Covenant 8. Disposition of Property, The Agency covenants and agrees that it wi~l 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. Covenant 9. Protection of Security and Rights of Bon dholders; 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 lO3(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 the 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 02-22-83 4141P/2306/00 17-3 ~ 3A -22- . . . . . lessee shall pay taxes upon the assessed value of the entire property and not merely upon the assessed value of his or its leasehold interest, and (b) that if for any reason the taxes levied on the property in any year during the term of the lease or contract are less than the taxes which would have been levied if the entire property had been assessed and taxed in the same manner as privately owned property, the lessee shall pay such difference to the Agency within thirty (30) days after the taxes for the year become payable to the taxing agencies and in no event later than the delinquency date of such taxes established by law. All such payments shall be treated as Tax Revenues, and when received by the Agency shall be used as provided herein. Section 20. Fiscal Agent and Paying Agents. The Agency shall appoint a Fiscal Agent hereunder, to act as the agent, 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 or any of the coupons appurtenant thereto 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, 02-22-83 4141P/2306/00 SA -23- /7"+0 '0 . . . '-, and the Fiscal Agent assumes no responsibility for the correctness of them, and makes no representations as to the validity or sufficiency of this Resolution or of the Bonds 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. I 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 and coupons are payable at the option of the Holder. Section 21. Lost, Stolen, Destroyed or MutilatedBonds or Coupons. In the event that any Bond or any interest coupon appertaining 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 or coupon or coupons 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 Holders 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, 02-22-83 4141P/2306/00 SA -24- ¡<f,. 4/ . . . ", . 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 Holders 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 Holder 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, 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 amendement. 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 shall not be less than sixty (60) days nor more than 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 02-22-83 4141P/2306/00 3A -25- IT-<./- ~ . . . '; 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. 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 or 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. 02-22-83 4141P/2306/00 SA' -26- 11 ~ 4-3 .. . . . E. Quorum and Procedure. A representation of at least sixty percent (60%) in aggregate principal amount of the Bonds then outstanding (exclusive of issuer-owned Bonds, if any) shall be necessary to constitute a quorum at any meeting of Bondholders, but less than a quorum may adjourn the meeting from time to time, and the meeting may be held as adjourned without further notice, whether such adjournment shall have been held by a quorum or by less than a quorum. The Agency shall, by an instrument in writing, appoint a temporary chairman of the meeting, and the meeting shall be organized by the election of a permanent chairman and secretary. At any meeting each Bondholder shall be entitled to one vote for every $5,000 principal amount of Bonds with respect to which he shall be qualified to vote as set forth above, and the vote may be given in person or by proxy duly appointed by an instrument in writing presented at the meeting, The Agency and/or the Fiscal Agent by their duly authorized representatives and counsel, may attend any meeting of the Bondholders, but shall not be required to do so, F. Vote Required. At any Bondholders' meeting there shall be submitted for the consideration and action of the Bondholders a statement of the proposed action for which consent is desired. If the action is consented to and approved by Bondholders holding at least sixty percent (60%) in aggregate principal amount of the Bonds then outstanding (exclusive of issuer-owned Bonds), the chairman and secretary of the meeting shall so certify in writing to the Agency. The certificate shall constitute complete 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. 02-22-83 4l41P/2306/00 SA. -27- If"/-<+- '.' , . . . 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 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 holders 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 02-22-83 4141P/2306/00 -28- /1- '-fS- SA I ':-. . . . , ' 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 (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 Holders 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 02-22-83 4141P/2306/00 11 ~ t.J ft, 3At, -29- -- ~~ . . . L 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 Holder 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 Holders and registered owners of the Bonds and interest coupons issued hereunder, by taking and holding the same, shall be conclusively deemed so to have appointed it) the true and lawful attorney-in-fact of the respective Holders and registered owners of the Bonds and interest coupons for the purpose of bringing any suit, action or proceeding and to do and perform any and all acts and things for and on behalf of the respective 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 02-22-83 4141P/2306/00 SA -30- fJ- '+ 7 ". , ". . . . the Bonds issued pursuant hereto shall remain valid and the Bondholders shall retain all valid rights and benefits accorded to them under this Resolution and the Constitution and the laws of the State of California. If the provisions relating to the appointment and duties of a Fiscal Agent are held to be unconstitutional, invalid or unenforceable, the duties shall be performed by the Treasurer. Section 27. Effective Date. take effect upon adoption. This Resolution shall ADOPTED AND APPROVED THE ,hftJ,:. ,~~~. ,0 M2~ ' 1983. ff..<",: " ' ";¿(.(4'~q-; ,,~~ tJ/,// '-ì / . {/ y (SEAL) ATTEST: v;;? ~- Secretary of the Community Redevelopment Agency of the City of Santa Ana 02-22-83 4141P/2306/00 SA. -31- fr~ 4- 6 ~"'",' . . . --- 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~ day of March, 1983, and that the same was passed and adopted by the following vote: AYES: Members Acosta, Griset, Luxembourger, McGuigan Members Markel NOES: ABSENT: Members Bricken, Serrato ABSTAIN: Members None ~~ty Redevelopment Agency of the City of Santa Ana (SEAL) STATE OF CALIFORNIA COUNTY OF ORANGE CITY OF SANTA ANA ) )ss. ) 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. 83-8 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. s~~~nitY Redevelopment Agency of the City of Santa Ana (SEAL) 02-22-83 4141P/2306/00 ¡f}- 4 7 3A