HomeMy WebLinkAboutRDA Res 86-11 1986-09-08
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RESOLUTION NO. 86-11
A RESOLUTION OF THE REDEVELOPMENT AGENCY OF
THE CITY OF SEAL BEACH AUTHORIZING THE
ISSUANCE OF TAX ALLOCATION BONDS OF THE AGENCY
TO AID IN THE FINANCING OF A PORTION OF THE
COST OF A REDEVELOPMENT PROJECT AND RANKING ON
A PARITY WITH BONDS PREVIOUSLY ISSUED BY THE
AGENCY
RECITALS:
A. The Redevelopment Agency of the City of Seal
Beach 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 Redevelopment Law, and the powers of the
Agency include the power to issue bonds, notes, interim
certificates, debentures or other obligations, for any of
its corporate purposes.
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B. A Redevelopment Plan for the Project Area has
been duly approved and adopted by the City and the Agency.
C. The Agency has heretofore issued its
Redevelopment Agency of the City of Seal Beach, Riverfront
Redevelopment Project, Tax Allocation Bonds, Issue of 1978,
in the principal amount of $4,000,000 to aid in the financ-
ing of a portion of the cost of a redevelopment project.
D. With respect to the issuance of parity bonds,
Section 17 of the 1978 Bond Resolution provides that:
"Issuance of Parity Bonds. If at any time the
Agency determines that it will not have sufficient
monies available from the sale of the Bonds and other
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sources to pay the costs of the Redevelopment Project,
the Agency may provide for the issuance of, and sell,
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Parity Bonds in such principal amount as it estimates
will be needed for such purpose. 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 set forth in this Resolution.
(b) Tax Revenues received or to be received by the
Agency in each Fiscal Year, based upon the most recent
assessed valuation of taxable property in the Redevelop-
ment Project Area, plus, at the option of the Agency,
the item hereinafter designated (i), are at least equal
to one hundred twenty-five percent (125\) of the Maximum
Annual Debt Service on all Bonds, Parity Bonds and any
loans, advances or indebtedness payable from Tax
Revenues on a parity with the Bonds pursuant to Section
33670 of the Law, which will be Outstanding following
the issuance of such Parity Bonds.
(i) The item which may be added for the
purpose of applying the above restriction is 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 construction in
progress on the date such computation is made, all
as shown by the certificate or opinion of an
Independent Engineer appointed by the Agency. As
used herein, 'construction in progress' means
construction for which a building permit has been
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issued and there is evidence of construction
activity on the site.
(c) The resolution providing for such Parity Bonds
shall require that from the proceeds of the sale thereof
or from other legally available funds there shall be
deposited in the Reserve Account in the Special Fund a
sum at least equal to the Maximum Annual Debt Service,
as required by Section 15(d) hereof.
(d) The Parity Bonds shall be serial Bonds and/or
term Bonds maturing on the first day of an interest
payment month of the Bonds, the latest maturity of which
shall be in a year not earlier than the latest year of
maturity of the Bonds, and the interest thereon shall be
payable semiannually on the same dates as interest on
the Bonds is payable.
The Agency is also authorized to obtain loans or
advances or incur other indebtedness on a parity with
the Bonds pursuant to Section 33670 of the Law."
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E. The Agency deems it necessary and desirable to
authorize the issuance of $5,000,000 principal amount of its
Redevelopment Agency of the City of Seal Beach, Riverfront
Redevelopment Project, Tax Allocation Bonds, Issue of 1986, for
the corporate purposes of the Agency aiding in the financing of
the redevelopment of the Project Area and ranking on a parity
with the 1978 Bonds.
NOW, THEREFORE, THE REDEVELOPMENT AGENCY OF THE CITY
OF SEAL BEACH HEREBY FINDS, DETERMINES, RESOLVES AND ORDERS as
follows:
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Section 1. Definitions. As used in this Resolution
the following terms shall have the following meanings, unless
the context requires otherwise:
A. "Agency" means the Redevelopment Agency of the
City of Seal Beach, 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 Redevelopment Law, and any successor to its
duties and functions.
B. "Bond" or "Bonds" means the five million dollars
($5,000,000) principal amount of Redevelopment Agency of the
City of Seal Beach, Riverfront Redevelopment Project, Tax
Allocation Bonds, authorized by this Resolution, and includes
any Bonds, Notes, interim certificates, debentures, or other
obligations issued by the Agency pursuant to this Resolution.
C. "Bondholder" or "Holder of Bonds," or any similar
term, means the registered owner or the duly authorized
attorney, trustee, representative or assigns of any ou~standing
Bond of such owner.
D. "Bond Insurance" means the policy of municipal
bond insurance issued with respect to the Bonds by the Bond
Insurer.
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E. "Bond Insurer" means the Bond Insurer specified
in a Supplemental Resolution.
F. "City" means the City of Seal Beach, California.
G. "Federal Securities" means bills, certificates of
indebtedness, notes, bonds, or similar securities which are
direct obligations of, or the principal and interest of which
securities are secured by, the United States, whether issued in II
book entry form or otherwise.
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H. "Fiscal Agent" means the trustee 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.
I. "Fiscal Year" means the fiscal year as
established from time to time by the Agency, being on the date
of this Resolution the one year period beginning on July 1st
and ending on the next following June 30th.
J. "Independent Financial Consultant" or "Inde-
pendent Engineer" means any financial consultant or engineer or
firm of such consultants or engineers appointed by the Agency,
and who, or each of whom:
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.
K. "Maximum Annual Debt Service" means the largest
of the sums obtained for any Fiscal Year after totaling the
following for each such Fiscal Year:
1. the principal amount of all OUtstanding
serial Bonds and serial Parity Bonds payable in such Fiscal
Yeari and
2. the amount of Minimum Sinking Fund Payments
for all Outstanding Term Bonds and Term Parity Bonds to be made
in such Fiscal Year in accordance with the applicable schedulp.
or schedules of Minimum Sinking Fund Payments together with the
premium thereon, if any be payable; and
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3. the interest which would be due during such
Fiscal Year on the aggregate principal amount of Bonds and
Parity Bonds which would be outstanding in such Fiscal 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 schedule or schedules for the serial Bonds and
serial Parity Bonds and the applicable schedule or schedules of
Minimum Sinking Fund Payments for term Bonds and term Parity
Bonds. At the time and for the purpose of making such
computation, the amount of Bonds and Parity Bonds already
retired in advance of the above mentioned schedule or schedules
shall be deducted pro rata from the remaining amounts thereon.
L. "Minimum Sinking Fund Payments" means the amount
of money to be deposited into the Term Bond Sinking Fund
Account to be used to redeem term Bonds and term Parity Bonds
at the principal amounts thereof, plus premium, if any, in the
amounts and at the times set forth in the applicable schedule
or schedules of Minimum Sinking Fund Payments contained in this
Resolution or in any supplemental resolution or any resolution
providing for the issuance of term Parity Bonds.
M. "l978 Bond Resolution" means Resolution No. 78-3
of the Agency.
N. "1978 Bonds" means the Redevelopment Agency of
the City of Seal Beach, Riverfront Redevelopment Project, Tax
Allocation Bonds, Issue of 1978, in the principal amount of
$4,000,000 and authorized pursuant to the 1978 Bond Resolution.
O. "Notes" is synonymous with Bonds and indicates
term Bonds authorized pursuant to this Resolution which are
issued pursuant to a Supplemental Resolution as one series with
a term of less than eight (8) years.
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P. "Outstar.di:lg," when used with reference to Bonds,
means, as of any particular date, the aggregate of all Bonds
authenticated and delivered under this Resolution, except:
l. Bonds canceled by the Agency or delivered to
the Agency for cancellation at or prior to such date;
2. Bonds for the payment or redemption of which
money in the necessary amount has been theretofore deposited
with the Fiscal Agent or any Paying Agent for the holders of
such Bonds, provided that if such Bonds are to be redeemed
notice of such redemption has been duly given pursuant to this
Resolution;
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3. Bonds paid or deemed to be paid as provided
in Section 3.B hereof; and
4. Bonds in lieu of or in substitution for
which other Bonds shall have been authenticated and delivered
pursuant to this Resolution.
Q. "Parity Bonds" means the 1978 Bonds and any
additional tax allocation bonds, or notes, including, without
limitation, bonds, notes, interim certificates, debentures or
other obligations, payable out of Tax Revenues ranking on a
parity with the Bonds and the 1978 Bonds, issued by the Agency
as permitted by Section 17 of this Resolution and Section 17 of
the 1978 Bond Resolution.
R. "Paying Agent" means any paying agent provided by
the Agency pursuant to this Resolution.
S. "Project Area" means the territory within the
project area described and defined in the Redevelopment Plan
approved and adopted by the City by its Ordinance No. 780, as
amended.
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T. "Redevelopment Law" means the Community
Redevelopment Law, California Health and Safety Code Sections
33000, et seq., and all future acts supplemental thereto or
amendatory thereof.
u. "Redevelopment Plan" means the Redevelopment Plan
for the Riverfront Redevelopment Project, approved and adopted
by the City by its Ordinance No. 780 and includes any amendment
of the Redevelopment Plan heretofore or hereafter made pursuant
to law.
v. "Series" means all of the Bonds delivered on
original issuance in a simultaneous transaction pursuant to
this Resolution and any Bonds thereafter delivered in lieu of
or in substitution therefor pursuant hereto.
w. "Special Fund" means the fund by that name
created pursuant to Section 12 of the 1978 Bond Resolution and
continued pursuant to Section l2 hereof.
x. "Supplemental Resolution" means a resolution
supplemental to or amendatory of this Resolution, adopted by
the Agency in accordance with Section l3 hereof.
Y. "Tax Revenues" means that portion of taxes levied
upon taxable property in the Project Area and received by the
Agency on or after April 2, 1969, which is allocated to and
paid into the Special Fund of the Agency pursuant to Article 6
of Chapter 6 of the Redevelopment Law and Section 16 of Article
XVI of the California Constitution. all as more particularly
set forth hereafter in this Resolution.
Z. "Treasurer" or "Treasurer of the Agency" means
the officer who is then performing the functions of Treasurer
of the Agency.
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from Tax Revenues and other funds as hereinafter provided. The
Bonds, premiums, if any, and interest thereon are not a debt of
the City, the State of California or any of its political
subdivisions and neither the City, the State of California nor
any of its political subdivisions is liable on the Bonds, nor
in any event shall the Bonds, premiums, if any, and interest
thereon 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 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 the completion of the redevelopment of the
Project Area or upon the performance by any person of an
obligation of that person relative to such redevelopment.
The Bonds and the interest thereon shall not be paid
from any proceeds from the sale, lease or other disposition of
property in the Project Area, nor shall the payment of such
principal and interest be secured by any interest in property
used or to be used in a trade or business or in payments in
respect of such property or derived from payments in respect of
property, or borrowed money, used or to be used in a trade or
business, within the meaning of Section l03(b)(2)(B) of the
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Internal Revenue Code of 1954, as amended, and the regulations
promulgated thereunder, and the Tax Reform Act of 1986.
B. Defeasance. Nothing in this Resolution shall
preclude: (i) the payment of the Bonds, or any Series thereof,
from the proceeds of refunding bonds issued pursuant to law, or
(ii) the payment of the Bonds, or any Series thereof, from any
legally available funds. Nothing in this Resolution shall
prevent the Agency from making advances of its own funds
howsoever derived to any of the uses and purposes mentioned in
this Resolution. If the Agency shall payor cause to be paid,
or shall have made provision to pay upon maturity or upon
redemption prior to maturity to the Holders of the Bonds, or
any Series thereof, the principal and interest to become due
thereon, together with any applicable premium, through setting
aside in trust funds or setting apart in a reserve fund or
spec~al 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 responsible bank or trust company, moneys sufficient
therefor or Federal Securities, the principal of and interest
on which when due will be sufficient therefor, then, as to the
Bonds, or series thereof, as the case may be, the lien of this
Resolution, including, without limitation, the pledge of the
Tax Revenues and the other funds pledged hereunder, and all
other rights granted hereby, shall thereupon cease, terminate
and become void and be discharged and satisfied, and the Bonds,
or Series thereof, as the case may be, and interest increments
thereon and any applicable premium on such Bonds shall no
longer be deemed to be outstanding and unpaid; provided,
however, that nothing in this Resolution shall require the
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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 such event, the
Fiscal Agent Sh,lll 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 this Resolution as to the Bonds,
or Series thereof, as the case may be, 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 as to the
Bonds, or the Series thereof, as the case may be, which are not
required for the payment or redemption of Bonds, or Series
thereof, as the case may be, not theretofore surrendered for
such payment or redemption.
In case any of the Bonds are to be redeemed on any
date prior to their maturity, the Agency shall give to the
Fiscal Agent, in form satisfactory to it, irrevocable
instructions to provide notice of redemption as provided in
Section ll.C of this Resolution. In the event the Bonds are
not by their terms subject to redemption within the next
succeeding sixty (60) days, the Agency shall give the Fiscal
Agent in form satisfactory to it irrevocable instructions to
provide notice, as soon as practicable, to the Holders of such
Bonds that the deposit required is this Section 3.B has been
made and that the Bonds are deemed to have been paid in
accordance with this Section and stating the maturity or
redemption date upon which moneys are to be available for the
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payment of the principal and interest to become due on the
Bonds, together with any applicable premium thereon. Neither
the obligations nor moneys deposited pursuant to this Section
or principal or interest payments on any such obligations nor
moneys deposited pursuant to this Section nor principal or
interest payments on any such obligations shall be withdrawn or
used for any purpose other than, and shall be held in trust for
the payment of the principal and interest to become due on the
Bonds, together with any applicable premium thereon; provided
that any cash received from such principal or interest payments
on such obligations, if not then needed for such purpose,
shall, to the extent practicable, be reinvested in Federal
Securities maturing at times and in amount sufficient to pay
when due the principal and interest to become due on such
Bonds, together with any applicable premium thereon on and
prior' to such redemption date or maturity date thereof, as the
case may be.
Section 4. Description of Bonds. The Bonds shall be
in the principal amount of five million dollars ($5,000,000)
and shall be designated "Redevelopment Agency of the City of
Seal Beach, Riverfront Redevelopment Project, Tax Allocation
Bonds." The Bonds shall be issued in the form of Fully
Registered Bonds, in denominations of $5,000 each or any whole
multiple thereof. Further details as to the Bonds, which may
be sold and issued from time to time in Series, shall be set
forth in a Supplemental Resolution, as described in Section 13
hereof.
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Section 5. Interest. The Bonds shall bear interest
at a rate or rates to be hereafter fixed by resolution, but not
to exceed the then maximum legal rate per annum, payable
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semiannually. Each such Bond shall bear interest until the
principal sum thereof has been paid; provided, however, that
if, on any redemption date, funds are available for the payment
thereof in full accordance with the terms of this Resolution,
such Bonds as shall have been called for redemption and for
which notice of such redemption shall have been given shall
then cease to bear interest.
The Bonds shall be numbered by the Fiscal Agent as the
Fiscal Agent shall determine and shall be dated as of the date
of authentication thereof, except that Bonds issued upon
exchanges and transfers of Bonds shall be dated so that no gain
or loss of interest shall result from such exchange or
transfer. Each Bond shall bear interest from the interest
payment date next preceding the delivery date thereof unless
such delivery date shall be an interest payment date, in which
case it shall bear interest from such date. Interest on the
Bonds shall be paid by the Fiscal Agent, out of the appropriate
funds, by check or draft mailed to the registered owne~ at such
owner's address as it appears on the register kept by the
Fiscal Agent at the close of business on the fifteenth (l5th)
day of the month preceding the interest payment date.
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 which is payable by check
or draft as stated above, shall be payable at the principal
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 Los Angeles, California, or New York, New York.
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Section 7. Forms of Bonds, Temporary Bonds. The
Bonds shall be substantially in the form attached hereto and
made a part hereof, marked "Exhibit A" ("Fully Registered
Bond"). Such form is hereby approved and adopted as the form
of the Bonds, and of the redemption, exchange, registration and
assignment provisions pertaining thereto, with necessary or
appropriate variations, omissions and insertions, as permitted
or required by this Resolution or any supplemental resolution.
Any Bonds issued under this Resolution may be
initially issued in temporary form exchangeable for definitive
Bonds when the same are ready for delivery. The temporary
Bonds may be printed, lithographed or typewritten, shall be of
such denominations as may be determined by the Agency and may
contain such reference to any of the provisions of this
Resolution as may be appropriate. Every temporary Bond shall
be executed by the Agency and be authenticated and delivered by
the Fiscal Agent upon the same conditions and in substantially
the same manner as the definitive Bonds. If the Agency issues
temporary Bonds, it shall execute and furnish definitive Bonds
without delay, and, thereupon, the temporary Bonds may be
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surrendered for cancellation at the Fiscal Agent for the Agency
in Los Angeles, California, and the Fiscal Agent shall deliver
in exchange for such temporary Bond an equal aggregate
principal amount of definitive Bonds of authorized
denominations of the same issue. Until so exchanged, the
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temporary Bonds shall be entitled to the same benefits under
this Resolution as definitive Bonds of the same issue delivered
hereunder.
Section 8. Execution of Bonds. The Bonds shall be
signed on behalf of the Agency by facsimile or manual signature
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of its Chairperson and by facsimile or manual signature of one
other member or officer of the Agency, and the seal of the
Agency shall be impressed, imprinted or reproduced thereon.
The Chairperson and the foregoing members and officers are
hereby authorized and directed to sign the Bonds in accordance
with this Section. If any Agency member or officer whose
manual or facsimile signature appears on the Bonds ceases to be
such member or officer before delivery of the Bonds, such
signature is as effective as if such member or officer had
remained in office, and the Bonds shall be as binding upon the
Agency as tho~gh the person who signed the Bonds had been such
member or officer on the date borne by the Bonds. The Bonds
shall be authenticated by the Fiscal Agent by manual signature.
Section 9. Form of Bonds, Reqistration and
Exchange. The Bonds are issued as Fully Registered Bonds
payable to the registered owner, negotiable only by proper
transfer of registration.
A Fully Registered Bond or Fully Registered BO?dS may
be exchanged for a Fully Registered Bond or 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 of
such exchanges shall be made in such manner and upon such
reasonable terms and conditions as may from time to time be
determined and prescribed by the Agency; provided, however, no
such exchange shall be made between the fifteenth (l5th) day of
the month preceding any interest payment date and such interest
payment date. Such exchanges may be subject to costs or
charges to the person, firm or corporation requesting such
exchange, and for any tax or governmental charge that may be
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imposed in connection with such exchange. Each Fully
Registered Bond issued pursuant to this Resolution shall be of
a denomination which is five thousand dollars ($5,000) or a
whole multiple thereof and may be of one or more interest rates
and maturities.
Section 10. Bond Register. The Fiscal Agent shall
keep or cause to be kept at its principal office in Los
Angeles, California, sufficient books for the registration and
transfer of the Bonds, which 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
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to be registered or transferred, on such register, the Bonds as
provided above.
Section 11. Redemption of Bonds Prior to Maturity.
A. Terms of Redemption. The date or dates upon
which all or part of the Bonds of a Series may be called for
redemption before maturity (the "redemption date" or "redemp-
tion dates") and the premium, if any, applicable thereto shall
be as set forth in a Supplemental Resolution, as described in
Section 13 hereof. If less than all of the Bonds of a Series
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outstanding are to be reqeemed at anyone time, the Bonds to be
redeemed shall be redeemed in inverse order of maturity and by
lot within a maturity.
B. Call for Redemption. The Agency may, and, if
required by any provision of this Resolution, shall, direct the
call and redemption prior to maturity of Bonds, which are by
their terms then callable for redemption, by the Fiscal Agent
in such amounts for which funds are available and shall give
notice to the Fiscal Agent of such redemption at least sixty
(60) days prior to the redemption date.
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c. Notice of Redemption. Notice of redemption prior
to maturity, except as provided below, shall be given by
mailing such notice not less than thirty (30) nor more than
sixty (60) days before such redemption date, to each registered
owner of such Bond. The notice of redemption shall (i) state
the redemption date; (ii) state the redemption price; (iii)
state the Series, the numbers and dates of maturity of the
Bonds to be redeemed; provided, however, that whenever any call
for redemption includes all of the outstanding Bonds of any
maturity of a Series, the numbers of the Bonds need not be
stated, (iv) state, as to any Fully Registered Bonds redeemed
in part only, the registered Bond numbers and the principal
portion thereof to be redeemed; and (v) state that interest on
the principal portion of the Bonds so designated for redemption
shall cease to accrue from and after such redemption date and
that on such date there will become due and payable on each of
the Bonds the principal amount thereof to be redeemed, interest
accrued thereon to the redemption date and the premium thereon,
if any, such premium to be specified.
The actual receipt by the Holder of any Bond of notice
of such redemption shall not be a condition precedent to
redemption, and failure to receive such notice shall not affect
the validity of the proceedings for the redemption of such
Bonds or the cessation of interest on the redemption date.
Notice of redemption of Bonds shall be given by the Fiscal
Agent for 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 as herein provided shall be
conclusive as against all parties, and no Bondholder whose Bond
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is called for redemption may object thereto or object to the
cessation of interest on the redemption da~e fixed by any claim
or showing that such Bondholder failed actually to receive such
notice of call and redemption.
D. Redemption Fund.
Prior to the publication as
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above required: (i) the Fiscal Agent shall establish, maintain
and hold in trust a separate fund which is hereby created for
the purpose of this Resolution entitled "Riverfront
Redevelopment Project, Tax Allocation Bonds, Redemption Fund"
(the "Redemption Fund"); and (ii) there shall be set aside in
the Redemption Fund, transferred from the appropriate Account
or Accounts in the Special Fund or from other legally available
funds of the Agency, moneys for the purpose and sufficient to
redeem, at the premiums, if any, payable as provided in this
Resolution or a Supplemental Resolution, the Bonds designated
in such notice of redemption. This provision shall not apply,
however, to a redemption made as part of a plan of defeasance
in accordance with Section 3.B hereof. Such 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 of
principal and premium, if any, of the Bonds to be redeemed upon
presentation and surrender of such Bonds. Any interest due on
or prior to the redemption date upon the Bonds shall be paid
from the Special Fund upon presentation and surrender thereof.
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 thereof, 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 or rates and same maturity or
maturities. The registered owner of any Fully Registered Bond,
in lieu of surrendering such Bond for a new Bond, may endorse
on the reverse of such Fully Registered Bond a notation of such
partial redemption in such form as may be satisfactory to the
Agency and the Fiscal Agent and under such conditions as the
Fiscal Agent may approve. Such partial redemption shall be
valid upon payment of the amount thereby required to be paid to
such 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 such
endorsement shall or shall not have been made upon the reverse
of such Fully Registered Bond by such registered owner and
irrespective of any error or omission in such endorsement.
F. Effect of Redemption. Notice of redemption
having been duly given as aforesaid, and moneys for payment of
the principal of, premiums, if any, and interest payable upon
redemption of the Bonds having been set aside in the Redemption
Fund, the Bonds, or parts thereof, as the case may be, called
for redemption shall, on the redemption date, become due and
payable at the redemption price specified in such notice,
interest on the Bonds, or parts thereof, as the case may be, so
called for redemption shall cease to accrue, and the Bonds, or
parts thereof, as the case may be, shall cease to be entitled
to any lien, benefit or security under this Resolution, and the
Holders of the Bonds shall have no rights in respect thereof
except to receive payment of the redemption price thereof, and,
in the case of partial redemption of Fully Registered Bonds,
also to receive a new Bond or Bonds for the unredeemed balance
as aforesaid.
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Resolution Number~-II
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All Bonds, or parts thereof, as the case may be,
redeemed pursuant to th~ provisions of this Section shall be
canceled upon surrender thereof and delivered to, or upon the
order of, the Agency.
So long as any of the Bonds or Parity Bonds herein
authorized, or any interest thereon, remain unpaid, the moneys
in the Redemption Fund shall be used for no purpose other than
those required or permitted by this Resolution, any
Supplemental Resolution, any resolution providing for the
issuance of Parity Bonds and the Redevelopment Law.
Section 12. Funds. There is hereby continued by this
Resolution with the Treasurer a special trust fund called the
"Riverfront Redevelopment Project, Redevelopment Fund" (the
"Redevelopment Fund").
There is hereby continued by this Resolution with the
Treasurer a special trust fund called the "Riverfront
Redevelopment Project, Special Fund" (the "Special Fund") and
there is hereby continued in the Special Fund the following
trust accounts: (i) the Bond Interest Payment Account, (ii) the
Serial Bond Payment Account, (iii) the Term Bond Sinking Fund
Account, and (iv) the Reserve Account.
So long as any of the Bonds or Parity Bonds herein
authorized, or any interest thereon, remain unpaid, the moneys
in the foregoing Funds and Accounts shall be used for no
purpose other than those required or permitted by this
Resolution, any Supplemental Resolution, any resolution
providing for the issuance of Parity Bonds and the RedevelOp-
ment Law.
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Resolution Number~-IJ'
Section l3. Supplemental Resolution, Sale of Bonds,
Disposition of Bond Proceeds; Redevelopment Fund. Whenever the
Agency determines to issue all or part of the Bonds, it shall
adopt a Supplemental Resolution specifying the principal amount
of such Bonds to be issued and providing for: (i) t:he
distinctive designation thereof, if the same are sold in
Series; (ii) the date which the Bonds shall bear; (iii) the
method of numbering the Bonds; (iv) the maturity dates of the
Bonds; (v) the date or dates on which all or part of the Bonds
may be called for redemption prior to maturity and the
premiums, if any, applicable thereto; (vi) any restrictions
upon the issuance of further Series of the issue, if the Bonds
are sold in Series; (vii) any other provision respecting the
Bonds not in conflict with the terms of this Resolution.
The Agency may provide by resolution for the sale of
the Bonds specified in a Supplemental Resolution.
The proceeds from the sale of the Bonds shall be
disposed of as provided in a Supplemental Resolution.
The moneys transferred to and placed in the
Redevelopment Fund shall remain therein until from time to time
expended solely for the purpose of financing a portion of the
cost of the redevelopment of the Project Area and other costs
related thereto, and also including, without limitation, in
such costs:
A. The cost of any lawful purpose in connection with
such redevelopment, including, without limitation, those
purposes authorized by Section 33445 of the Redevelopment Law;
and
B. Any costs and expenses in connection with the
issuance and sale of the Bonds, and fees of the Fiscal Agent
and Paying Agents.
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Resolution Number~ ~II
If any sum remains in the Redevelopment Fund after the
full accomplishment of the objects and purposes for which the
Bonds were issued, such sum shall be transferred to the Special
Fund.
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Section l4. Tax Revenues. The Tax Revenues are
hereby allocated and irrevocably pledged to the payment of the
principal of an interest on the Bonds and all Parity Bonds as
in this Resolution provided, and until all of the Bonds and
Parity Bonds, and all interest thereon, have been paid, or
until moneys for that purpose have been irrevocably set aside
as provided in Section 3.B or Section ll.F hereof, the Tax
Revenues shall be applied solely to the payment of the Bonds
and the Parity Bonds and the interest thereon as in this
Resolution provided. Such allocation and pledge is for the
exclusive benefit of the Holders of the Bonds and the Parity
Bonds' and shall be irrevocable.
Section 15. Special Fund. All Tax Revenues shall be
deposited in the Special Fund. 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, that to the extent that
deposits have been made in any of the Accounts referred to
below from the proceeds of the sale of the Bonds or otherwise,
the deposits below need not be made:
A. Bond Interest Payment Account. Deposits shall be
made into the Bond Interest Payment Account so that the balance
in such Account thirty (30) days prior to the date of the
payment of any installment of interest on the Bonds and the
Parity Bonds shall be equal to six (6) months interest on the
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Resolution Number ~-//
then outstanding Bonds and Parity Bonds. Moneys in the Bond
Interest Payment Account shall be used for the payment of
interest on the Bonds and the Parity Bonds as the same become
due, and after such payment the Account shall be restored by
further deposits to the required balance.
B. Serial Bond Payment Account. After the deposits
have been made pursuant to subparagraph A above, deposits shall
next be made into the Serial Bond Payment Account so that the
balance in such Account thirty (30) days prior to the date of
payment of principal is due shall equal the next principal
payment, or payments, as the case may be, on the then
outstanding serial Bond and serial Parity Bonds. Moneys in the
Serial Bond Payment Account shall be used for the payment of
the principal of such serial Bonds and serial Parity Bonds, as
the same become due, and, after such payment, the Account shall
be restored by further deposits to the required balance. No
deposit shall be made pursuant to this Section l5.B with
respect to a Series of term Notes, unless otherwise specified
in a Supplemental Resolution.
c. Term Bond Sinking Fund Account. Commencing on a
date thirteen (13) months prior to the first date set forth on
the schedule of Minimum Sinking Fund Payments contained in the
Supplemental Resolution, after the deposits have been made
pursuant to subparagraphs A and B above, if the Tax Revenues
are sufficient therefor, deposits shall next be made into the
Term Bond Sinking Fund Account so that the balance in such
Account thirty (30) days prior to the date the money in such
account is scheduled to be used shall equal the then current
Minimum Sinking Fund Payment on the then outstanding term Bonds
and term Parity Bonds. Moneys in the Term Bond Sinking Fund
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Resolution Number tJ6 -1/
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Account shall be used and applied by the Fiscal Agent to call
and redeem the largest principal amount of outstanding term
Bonds and term Parity Bonds which can be called, including the
payment of the applicable premium thereon, with the moneys
available therefor. After such use, if the Tax Revenues are
sufficient therefor, the Account shall be restored by further
deposits to the required balance. Any such call and redemption
shall be made in accordance with the provisions of Section II
hereof and according to the schedule or schedules provided in
the supplemental resolutions relating to the Parity Bonds or in
the Supplemental Resolution. In lieu or partially in lieu of
such call and redemption, moneys in the Term Bond Sinking Fund
Account may be used to purchase outstanding term Bonds and term
Parity Bonds in the manner hereinafter provided. Purchases of
outstanding term Bonds and term Parity Bonds may be made at the
direction of the Agency by the Fiscal Agent at public or
private sale but only at prices, including brokerage or other
expenses, not more than the principal amount thereof plus
accrued interest plus the premium applicable at the next
following call date according to the schedule or schedules
applicable thereto, and any accrued interest payable upon the
purchase of term Bonds and term Parity Bonds may be paid from
the amount reserved in the Bond Interest Payment Account for
the payment of interest on the next following interest payment
date. No deposit shall be made pursuant to this Section 15.C
with respect to a Series of term Notes unless otherwise
provided by a Supplemental Resolution.
D. Reserve Account. After the deposits have been
made pursuant to subparagraphs A, Band C above, if the Tax
Revenues are sufficient therefor, deposits shall next be made
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Resolution Numberl?~-I'I'
into the Reserve Account so that the balance in such Account
shall equal not less than Maximum Annual Debt Service on all
Bonds and Parity Bonds, or such other amount as may be
specified by a Supplemental Resolution, and the balance in such
Account shall be so maintained to equal the Maximum Annual Debt
Service on all Bonds and Parity Bonds, or such other amount.
Moneys in the Reserve Account shall be used solely for the
purpose of paying the interest and principal of the Bonds and
Parity Bonds and making Minimum Sinking Fund Payments on term
Bonds or term Parity Bonds in the event that the moneys in the
Bond Interest Payment Account or Serial Bond Payment Account or
Term Bond Sinking Fund Account are insufficient therefor and
for that purpose the Fiscal Agent shall withdraw and transfer
moneys from the Reserve Account to the appropriate Account.
Moneys in the Reserve Account may be used to pay the interest
and principal of the last outstanding maturity of the Bonds and
Parity Bonds so that the issue of Bonds and Parity Bonds will
be retired. No deposit shall be made pursuant to this,Section
15.D with respect to a Series of term Notes unless otherwise
specified by a Supplemental Resolution.
E. No Default; Surplus. It is the intent of this
Resolution: (i) that the deposits in subparagraphs A and B
above to the Bond Interest payment Account and the Serial Bond
Payment Account, respectively, shall be made as scheduled, and
(ii) that the deposits in subparagraphs C and D above, to the
Term Bond Sinking Fund Account and the Reserve Account
respectively, shall be made as scheduled, if and only if the
Tax Revenues are sufficient therefor. Failure to make the
required deposits into the Term Bond Sinking Fund Account, as
specified in subparagraph C above, and into the Reserve
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Resolution Number ~~ -1/
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Account, as specified in subparagraph D 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 deposit referred to in subparagraphs C and D above,
such deferred deposits shall be cumulative and shall be made
when the Tax Revenues are sufficient to make the deposits
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required by subparagraphs A and B and thereafter make the
deposits required by subparagraphs C and D. If: (i) the above
transfers have been made so that the required amounts as of
that time are in all of 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 Project Area, furnished by the appro-
priate officer of the County of Orange, are at least equal to
one hundred twenty-five percent (125\) of Maximum Annual Debt
Service on all Bonds and Parity Bonds and any loans, advances
or indebtedness payable from Tax Revenues or from other sources
as provided in Section 3.A hereof on a parity with the Bonds,
then the balances in the Special Fund may be used and applied
by the Agency for any lawful purpose, including without
limitation the purchase or call and redemption of the Bonds and
Parity Bonds as set forth in subparagraph C above. The Fiscal
Agent shall pay such balance to the Agency within five (5)
business days of receipt of a certificate to that effect signed
by an Independent Financial Consultant.
In the event the Agency cannot meet the Maximum Annual
Debt Service test above set forth, any deficiency can be
supplied by setting aside in the Reserve Account amounts being
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remaining surplus balances in the Special Fund may then be used
Resolution Number 91, -1/
and applied by the Agency for any lawful purpose as stated
above.
Section l6. Deposit and Investment of Moneys in
Funds. Subject to the provisions of Covenant 9 of Section l8
hereof, all moneys held by the Agency in the Redevelopment Fund
and by the Fiscal Agent in the Special Fund, except such moneys
which are at the time invested, shall be held in time or demand
deposits in any financial institution authorized to accept
deposits of public funds, including the banking department of
the Fiscal Agent, and shall be secured at all times by bonds or
other obligations which are authorized by law as security for
public deposits and are of a market value at least equal to the
amount required by law.
Moneys in the Redevelopment Fund may be from time to
time invested by the Agency, and moneys in the Special Fund
may, and, upon written request of the Agency shall, be invested
by the Fiscal Agent as provided by the Redevelopment Law,
subject to the following restrictions:
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 such Fund.
B. Moneys in the Bond Interest Payment Account, the
Serial Bond Payment Account, and the Term Bond Sinking Fund
Account of the Special Fund shall be invested only in
obligations which will by their terms mature on such dates as
to insure that before each interest payment date there will be
in such Accounts, from matured obligations and other moneys
already in such Accounts, cash equal to the interest and
principal payable on such date.
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Resolution Number ~ -1;1
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c. Moneys in the Reserve Account of the Special Fund
shall be invested only in marketable obligations which will be
their terms mature in not more than five (5) years, but in no
event in obligations which mature after the final maturity date
of the Bonds.
Obligations purchased as an investment of moneys in
any of such Funds or the Accounts therein shall be deemed at
all times to be a part of such Fund or Account and the interest
accruing thereon and any gain realized from such investment
shall be credited to such Fund or Account and any loss
resulting from any such 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 so purchased whenever it shall be necessary to do so
in order to provide moneys to meet any payment or transfer from
such Fund or Account as required by this Resolution. For the
purpose of determining at any given time the balance in any
such Fund or Account, any such investment constituting a part
of such Fund or Account shall be valued at the then estimated
or appraised market value or redemption value of such
investment, whichever is less.
Whenever reference is made to sums or moneys in a
particular fund or account, or words of similar import are
used, such reference shall include, without limitation,
investments in such fund or account.
Section l7. Issuance of Parity Bonds. If at any time
the Agency determines that it will not have sufficient moneys
available from the sale of the Bonds and other sources to pay
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Resolution Number 86-1/
the costs of the redevelopment of the Project Area, or if the
Agency determines to issue refunding bonds, the Agency may
provide for the issuance of, and sell, Parity Bonds in such
principal amounts as it estimates will be needed for such
purpose. 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 set forth in this Resolution.
B. Tax Revenues, excluding State subventions,
received or to be received by the Agency, commencing on the
date of issuance of such Parity Bonds, based upon the most
recent equalized roll of taxable property in the Project Area,
shall be at least equal to one hundred twenty-five percent
(125\) of the Maximum Annual Debt Service on all Bonds, Parity
Bonds and any loans, advances or indebtedness payable from Tax
Revenues an a parity with the Bands pursuant to Section 333670
of the Redevelopment Law, which will be outstanding following
the issuance of such Parity Bonds.
C. The resolution providing for such Parity Bonds
shall require that from the proceeds of the sale thereof or
from other legally available funds there shall be deposited in
the Reserve Account in the Special Fund an amount such that the
balance in such Account shall equal Maximum Annual Debt
Service.
D. The Parity Bonds shall be serial Bonds or term
Bonds, or both, and the interest thereon shall be payable semi-
annually on the same dates as interest on the Bonds is payable.
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
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Resolution Number~~ -1'1'
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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 the
Bonds more marketab1e~ provided, however, that such 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 completion, with all
practicable dispatch, the redevelopment of the Project Area, in
accordance with its duty to do so under and in accordance with
the Redevelopment Law and the Redevelopment Plan and in a sound
and economical manner. The Redevelopment Plan may be amended
as provided in the Redevelopment Law, but no amendment shall be
made unless accompanied by a certificate or opinion of an
Independent Financial Consultant employed by the Agency to the
effect that such amendment would not so impair the security of
the Bonds or the rights of the Bondholders.
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 cause all
properties owned by it and comprising any part of the Project
Area, to be managed and operated in a sound and businesslike
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manner.
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Covenant 3. No Priority. The Agency covenants and
agrees that it will not issue any obligations payable,
principal or interest, from the Tax Revenues which have, or
Resolution Numbertp~"1
purport to have, any lien upon the Tax Revenues prior or
superior to the lien of the Bonds herein authorized. Except as
permitted in Section l7 hereof, the Agency will not issue any
obligations payable, principal or interest from the Tax
Revenues, which have, or purport to have, any lien upon the Tax
Revenues on a parity with the Bonds herein authorized~
provided, however, that nothing in this Resolution shall
prevent the Agency (i) from issuing and selling pursuant to law
refunding bonds or other refunding obligations payable from and
having any lawful lien upon the Tax Revenues, if such refunding
bonds or other refunding obligations are issued for the purpose
of, and are sufficient for the purpose of, refunding all of the
outstanding Bonds authorized by this Resolution, or all
outstanding Bonds of any Series of such Bonds which may have
been sold and issued from time to time or (ii) from issuing and
selling or assuming the liability for payment of, bonds or
other obligations which have, or purport to have, any lien upon
the Tax Revenues which is junior to the Bonds herein
authorized, or (iii) from issuing and selling bonds or other
obligations which are payable from sources other than the Tax
Revenues.
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 issued
hereunder on the date, in the manner provided in the Bonds, and
all as provided herein.
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
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Resolution Numbert?~-II
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governmental charges which may lawfully be imposed upon the
Agency or any of the properties then owned by it in the Project
Area, or upon the revenues and income therefrom, and will pay
all lawful claims for labor, material and supplies which if
unpaid might become a lien or charge upon any of such
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 and interest
thereon, all to the end that the priority and security of the
Bonds shall be preserved~ provided 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
thereof.
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Covenant 6. Books and Accounts~ Financial
Statements. The Agency covenants and agrees that it shall 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 of the Project Area,
and the Tax Revenues and other funds relating to such
redevelopment, and will prepare within one hundred eighty (180)
days after the close of each of its Fiscal Years a complete
financial statement or statements for such year in reasonable
detail covering such redevelopment, the Tax Revenues and other
funds, certified by a certified public accountant or firm of
certified public accountants selected by the Agency, and will
furnish a copy of such statement or statements to any
Bondholder upon written request.
Covenant 7. Eminent Domain Proceeds. The Agency
covenants and agrees that if all or any part of the Project
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Resolution Number 86-1/
Area should be taken from the Agency by eminent domain
proceedings or other proceedings authorized by law for any
public or other use under which the property will be tax
exempt, the net proceeds realized by the Agency therefrom shall
be deposited in the Special Fund and used and applied for the
purpose of paying principal of and interest on the Bonds as in
this Resolution provided.
Covenant 8. Disposition of Property. The Agency
covenants and agrees that it shall not dispose of more than ten
percent (10\) of the land area in the 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 off street
parking, sewage facilities, parking easements or rights of way
for public utilities, flood control facilities, storm drainage
facilities, or other similar uses, to public bodies or other
persons or entities whose property is tax exempt, unless
accompanied by a certificate or opinion of an Independent
Financial Consultant employed by the Agency to the effect that
such disposition would not substantially impair the security of
the Bonds or the rights of the Bondholders.
Covenant 9. Protection of Security and Rights of
Bondho1ders~ No Arbitrage~ Further Tax Covenants. The Agency
covenants and agrees to preserve and protect the security of
the Bonds and the rights of the Bondholders and defend their
rights under all claims and demands of all persons. The Agency
covenants and agrees to contest by court action or otherwise
any assertion by the United States of America or any department
or agency thereof that the interest received by ,the Bondholders
is taxable under federal income tax laws in effect on the date
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Resolution NumberJ'6 -II
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of issuance. The Agency covenants and agrees to take no action
which, in the opinion of counsel, would result in the interest
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received by the Bondholders becoming taxable under federal
income tax laws. Any opinion of such counsel may be based
upon, insofar as it relates 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 or opinion or representation with respect to the
matters upon which such opinion may be based, as aforesaid, is
erroneous. As used herein, "opinion of counsel" means a
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written opinion of an attorney or firm of attorneys of
favorable reputation in the field of municipal bond law. The
Agency hereby covenants and agrees that it shall make no use of
the proceeds of the Bonds at any time during the term thereof
which would cause the Bonds to be "arbitrage bonds" within the
meaning of that term under Section 103(c) of the Internal
Revenue Code of 1954, as amended, and applicable regulations
adopted thereunder by the Internal Revenue Service, or under
the Tax Reform Act of 1986, and the Agency hereby assumes the
obligation to comply with such Section 103(c) and such
regulations, and the Tax Reform Act of 1986 throughout the term
of the Bonds. The Agency hereby further covenants and agrees
that it shall make no use of the proceeds of the Bonds which
would cause the Bonds to be "industrial development bands" or
"consumer loan bonds" within the meaning of those terms under
Section 103(b) and 103(0), respectively, of such Code, or
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"private activity bonds" or "nonessential governmental function
bonds" within the meaning of those terms under the Tax Reform
Resolution Number 8~-11
Act of 1986. The Agency shall neither take any action nor
permit any action to be taken which would cause the Bonds to be
regarded as such industrial development bonds if organizations
described in Section 501(c)(3) of such Code were nonexempt
persons engaged in trades or businesses. The Agency shall
neither take any action nor permit any action to be taken which
would cause the Bonds to involve payments by private parties
for property financed with the proceeds of the Bonds and cause
the Bonds to be regarded as such industrial development bonds
if such payments were used to pay debt service on the Bonds.
The Agency shall neither take any action nor permit any action
to be taken which would cause the Bonds to be an obligation
which is "federally guaranteed" as described in Section
l03(h)(1) of such Code, or the Tax Reform Act of 1986. The
Agency shall rebate to the United States of America any
arbitrage earnings required to be so rebated pursuant to the
Tax Reform Act of 1986.
Section 19. Taxation of Leased property. Whenever
any property in the 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 Project Area to any person or persons, other
than a public agency, far redevelopment, the property shall be
assessed and taxed in the same manner as privately owned
property, as required by Section 33673 of the Redevelopment
Law, and the lease or contract shall provide (i) that the
lessee shall pay taxes upon the assessed value of the entire
property and not merely upon the assessed value of the lessee's
leasehold interest, and (ii) that if for any reason the taxes
levied on such property in any year during the term of the
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Resolution Number 81 -II
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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 days after the
taxes for such 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 deposited in
the Special Fund.
Section 20. Fiscal Agent and Paying Agents. The
Agency hereby appoints Bank of America National Trust and
Savings Association as Fiscal Agent 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 such Tax
Revenues and other funds in trust as provided in this
Resolution, and to perform such 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 thereto, and in such case shall
forthwith appoint a successor thereto~ but any successor shall
be a bank or trust company doing business and having an office
in Los Angeles, California, having a combined capital and
surplus of at least fifty million dollars ($50,000,000). The
Fiscal Agent herein appointed or any substituted Fiscal Agent
may at any time resign as such by writing filed with the
Agency, in which event the Agency shall forthwith appoint a
substitute Fiscal Agent and the resignation shall become
effective upon such appointment. In the event that the Fiscal
Agent or any successor becomes incapable of acting as such, the
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Resolution Number f!Io -II
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 Eonds authorized by this
Resolution with the same rights it would have had if it were
not a Fiscal Agent.
The Fiscal Agent shall have no duty or obligation
whatsoever 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 such funds as it shall actually receive.
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 the same and makes no representations as to the
validity or sufficiency of this Resolution or of the Bonds, and
shall incur no responsibility in respect thereof, other than in
connection with the duties or obligations herein or 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 for paying agents.
Section 2l. Lost, Stolen, Destroyed or Mutilated
Bonds or Coupons. In the event that any Bond is lost, stolen,
destroyed or mutilated, the Agency shall cause to be issued a
new Bond similar to the original to replace the same in such
manner and upon such reasonable terms and conditions, including
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Resolution Number 1'/;-11
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the payment of costs and the posting of a surety bond if the
Agency deems such surety bond necessary, as may from time to
time be determined and prescribed by resolution. The Agency
may authorize such new Bond to be signed and authenticated in
such manner as it determines in such resolution.
Section 22. Cancellation of Bonds. All Bonds
surrendered to the Fiscal Agent for the payment shall upon
payment therefor be canceled immediately and forthwith
transmitted to the Treasurer of the Agency. Any Bonds
purchased by the Fiscal Agent as aforesaid shall be canceled
immediately and forthwith transmitted to the Treasurer of the
Agency. All of the canceled Bonds shall remain in the custody
of the Treasurer of the Agency until destroyed pursuant to due
auth,orization.
Section 23. Amendments. This Resolution, and the
rights and obligations of the Agency and of the holders of the
Bonds issued hereunder, may be modified or amended at any time
by resolution supplementing this Resolution adopted by the
Agency: (i) without the consent of Bondholders, if such
modification or amendment is 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 such
modifications or amendments do not adversely affect the rights
of the Bondholders and such modifications or amendments are
accompanied by an opinion to that effect of counsel employed by
the Agency, or (ii) except as provided below, any other
modification or amendment with the consent of Bondholders
holding sixty percent (60\) in aggregate principal amount of
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Resolution Number~-II'
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 such modification or amendment
shall, without the express consent of the Holder of the Bond
affected, reduce the principal amount of any Bond, reduce the
interest rate payable thereon, extend its maturity or the times
for paying interest thereon, or the terms or conditions for the
redemption thereof from the Term Bond Sinking Fund Account,
change the monetary medium in which principal and interest is
payable, or reduced the percentage of consent required for
amendment or modification.
Any act done pursuant to a modification or amendment
pursuant to this Section 23 shall be binding upon the Holders
of all of the Bonds and shall not be deemed an infringement of
any of the provisions of this Resolution or of the
Redevelopment Law, whatever the character of such 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
such consent relating to such specified matters has been given,
no Bondholder shall have any right or interest to object to
such action or in any manner to question the propriety thereof
or to enjoin or restrain the Agency or any officer thereof from
taking any action pursuant thereto.
A. Calling Bondholders' Meeting. If the Agency
shall desire to obtain any such consent it shall duly adopt a
resolution calling a meeting of Bondholders for the purpose of
considering the action, the consent which is desired.
B. Notice of Meeting. Notice specifying the
purpose, place, date and hour of such meeting shall be mailed,
postage prepaid, to the respective registered owners of the
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Reso 1 uti on Number fJ6-11
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Bonds at their addresses appearing on the bond register in the
hands of the Fiscal Agent. The place, date and hour of holding
such meeting and the date of mailing such notice shall be
determined by the Agency in its discretion.
The actual receipt and any Bondholder of notice of any
such meeting shall not be a condition precedent to the holding
of such meeting, and failure to receive such notice shall not
affect the validity of the proceedings thereat. A certificate
by the Secretary of the Agency, approved by resolution of the
Agency, that the meeting has been called and that notice
thereof has been given as herein provided shall be conclusive
as against all parties and it shall not be open to any
Bondholder to show that such Bondholder failed to receive
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actual notice of such meeting.
C. Voting Qualifications. Bondholders may, prior to
any such meeting, deliver their Bond or Bonds to the Fiscal
Agent and shall thereupon be entitled to receive an appropriate
receipt for the Bond so deposited, calling for the redelivery
of such Bond at any time after the meeting. The Fiscal Agent
shall prepare and deliver to the chairman of the meeting a list
of the names and addresses of the registered owners of Bonds,
with a statement of the maturities and serial numbers of the
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Bonds held and deposited by each of such Bondholders, and no
Bondholders shall be entitled to vote at such meeting unless
their names appear upon such list or unless they shall present
their Bonds at the meeting or a certificate of deposit thereof,
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 such list, unless they shall produce
Reso 1 uti on Number lib -II
the Bonds upon which they desire to vote or a certificate of
deposit thereof as above provided.
D. Issuer-Owner Bonds. The Agency covenants that it
shall present at the meeting a certificate, signed and verified
by one member thereof and by the Treasurer of the Agency,
stating the maturities and serial number of all Bonds owned by,
or held for account of, the Agency or the City, directly or
indirectly. No persons shall be permitted at the meeting to
vote or consent with respect to any Bond appearing upon such
certificate, or any Bond which it shall be established at or
prior to the meeting is owned by the Agency or the City,
directly or indirectly, and no such Bond (in this Resolution
referred to as "issuer-owned Bond") 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 ~eeting
of Bondholders, but a majority of those present may adjourn the
meeting from time to time, and the meeting may be held as so
adjourned without further notice, whether such adjournment
shall have been had 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 such
Bondholder shall be entitled to vote as aforesaid, and such
vote may be given in person or by proxy duly appointed by an
instrument in writing presented at the meeting. The Agency, by
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Resolution Number 86-//
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its duly authorized representative, may attend any meeting of
the Bondholders, but shall not be required to do so.
F. Vote Required. At any such meeting held as
aforesaid there shall be submitted for the consideration and
action of the Bondholders a statement of the proposed action,
consent to which is desired, and if such action shall be
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, and such certificate shall constitute complete evidence
of consent of Bondholders under the provisions of this
Resolution. A certificate signed and verified by the chairman
and the secretary of any such meeting shall be conclusive
evidence and the only competent evidence of matters stated in
such certificate relating to proceedings taken at such meeting.
Section 24. Proceedings Constitute Contract. The
provisions of this Resolution, of any Supplemental Resolution,
of the resolutions providing for the sale of the Bonds and
awarding the Bonds and fixing the interest rate thereon, and of
any other resolution supplementing or amending this Resolution,
shall constitute a contract between the Agency and the
Bondholders and the provisions thereof shall be enforceable by
any Bondholder for the equal benefit and protection of all
Bondholders similarly situated by mandamus, accounting,
mandatory injunction or any other suit, action or proceeding at
law or in equity that is now or may hereafter be authorized
under the laws of the State of California in any court of
competent jurisdiction. This contract is madr. under and is to
be construed in accordance with the laws of the State of
California.
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Resolution Numberl$?~-II
No remedy conferred hereby upon any Bondholder 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 Redevelopment Law or any other law of
the State of California. No waiver of any default or breach of
duty or contract by any Bondholder shall affect any subsequent
default or breach of duty or contract or shall impair any
rights or remedies on such 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 such 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 or taken, and should such 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
such suit, action or proceeding had not been brought or taken,
and should such 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 such suit,
action or proceeding had not been brought or taken.
After the issuance and delivery of the Bonds, this
Resolution, any Supplemental Resolution and any other
supplementary resolutions thereto shall be irrepealable, but
shall be subject to modification or amendment to the extent and
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Resolution Number 86-1/
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in the manner provided in this Resolution, but to no greater
extent and in no other manner.
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CUSIP identification numbers may be imprinted on the
Bonds, but such numbers shall not constitute a part of the
contract evidenced by the Bonds and no liability shall
hereafter attach to the Agency or any of the officer or agents
thereof because of or on account of such numbers. Any error or
omission with respect to such numbers shall not constitute
cause for refusal by the successful bidder to accept delivery
of and pay for the Bonds.
Section 25. 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 such covenant, agreement or provision, or
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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 laws of
the State of California. If the provisions relating to the
appointment and duties of a Fiscal Agent are held to be
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unconstitutional, invalid or unenforceable, such duties shall
be performed by the Treasurer or other appropriate officer of
the Agency.
Section 26. Prior Resolutions Repealed. Resolutions
Nos. 86-6, 86-7 and 86-8 of the Agency are hereby repealed.
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Resolution tlumber86"/1
Section 27. Effective Date. This Resolution shall
become effective upon its adoption.
~ PASSf;)'PPROVED AND ADOPTED THIS Bot!-
of . ip.ut. , 1986, by the ollowin vote:
AYES: Agency Members
NOES: Agency Members
ABSENT: Agency Members
day
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Cha~rman
STATE OF CALIFORNIA)
COUNTY OF ORANGE ) SS
CITY OF SEAL BEACH )
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I, Joanne M. Yeo, City Clerk of the City of Seal Beach,
California, and Secretary to the Seal Beach Redevelopment
Agency, do hereby certify that the foregoip~ resolution is
the original copy of Resolution Number ~h-JI on file in
the office of the City Clerk, passed, ap, roved and adopted
by the Seal Beach RedevelQpment Agen t specia7~ meeting
thereof held on the {1f/::!. day of , 1986.
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860902 pf 0494WlS-2(4)
Resolution Number~;'~
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EXHIBIT A
[FORM OF FULLY REGISTERED BOND]
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
COUNTY OF ORANGE
CITY OF SEAL BEACH
REDEVELOPMENT AGENCY OF THE CITY OF SEAL BEACH
RIVERFRONT REDEVELOPMENT PROJECT
TAX ALLOCATION BOND, ISSUE OF 1986
Fully Registered Bond
No. R-
The REDEVELOPMENT AGENCY OF THE CITY OF SEAL BEACH
(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 fund hereinafter mentioned, to
or registered assigns, herein sometimes
referred to as "registered owners", subject to the right of
prior" redemption hereinafter mentioned, the principal sum
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of
Dollars ($
), being Bonds
maturing as follows:
and to pay such registered owner by check or draft mailed
thereto, at such owner's 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
in which event from
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until the principal hereof shall have been paid or
provided for in accordance with the Resolution hereinafter
Resolution Number ~~/I
referred to at the rate or rates above indicated, payable
semiannually on and in each year.
Both principal and interest and any premium upon the redemption
prior to maturity of all or part hereof are payable in lawful
money of the United States of America, and except for interest
which is payable by check or draft as stated above, are payable
at 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.
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 Seal Beach, the State of California or any
of its political subdivisions and neither such City, such State
nor any of its political subdivisions is liable hereon, nor in
any event shall this Bond, the interest or premium, if any, be
payable out of any funds or properties other than the funds of
the Agency as set forth in the Resolution hereinafter
mentioned. This Bond does not constitute an indebtedness
within the meaning of any constitutional or statutory debt
limitation or restriction. Neither the members of the Agency
nor any persons executing this Bond are liable personally on
this Bond by reason of its issuance.
This Bond is one of a duly authorized issue of Bonds
of the Agency designated "Redevelopment Agency of the City of
Seal Beach, Riverfront Redevelopment Project, Tax Allocation
Bonds, Issue of 1986 (the "Bonds") in aggregate principal
amount of $ all of like tenor, except for dates of.
maturity, bond numbers and interest rates, and all of which
have been issued pursuant to and in full conformity with the
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Resol ution Number 8/;-/1
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Constitution and laws of the State of California and
particularly the Community Redevelopment Law (California Health
and Safety Code Sections 33000, et seq.) for the corporate
purposes of the Agency in aiding in the financing of the
redevelopment of the Project Area above designated, and are
authorized by and issued pursuant to Resolution Nos.
adopted by the Agency on (such Resolution
Nos. herein
collectively 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 the Bonds, for
the nature, extent and manner of enforcement of such security,
for the covenants and agreements made for the benefit of the
Bondholders, and for a statement of the rights of the
Bondholders, and by the acceptance of this Bond the registered
owner hereof assents to all of the terms, conditions and
provisions of the Resolution. In the manner provided in the
Resolution, the Resolution and the rights and obligations of
the Agency and of the Bondholders may, with certain exceptions
as stated in the 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 modification or amendment is for the
purpose of curing ambiguities, defects, etc., in which case no
Bondholder's consent is required.
The principal of this Bond and the interest hereon are
secured by an irrevocable pledge of, and are payable solely
from the Tax Revenues, as such term is defined in the
Resolution, and certain other funds, all as more particularly
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Resolution Number~,I1
set forth in the Resolution. The Resolution is adopted under
and this Bond is issued under and is to be construed in
accordance with the laws of the State of California.
The outstanding Bonds maturing on or after
, may be called before maturity and redeemed at the option
of the Agency, in whole from the proceeds of refunding bonds,
or in whole or in part from any other source of funds,
on , or on any interest payment date thereafter
prior to maturity (the "redemption date"). 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 for each redeemed bond equal to the principal
amount thereof, plus accrued interest to the redemption date,
plus the following premium, which is a percentage of principal
amount, if redeemed on a redemption date in the following
years:
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PREMIUMS AND REDEMPTION YEARS FOR OPTIONAL CALL
Premium
Redemption Year
Notice of call and redemption prior to maturity shall be given
as provided in the Resolution.
The actual receipt by the Holder of any Bond of notice
of such redemption shall not be a condition precedent to
redemption, and failure to receive such notice shall not affect
the validity of the proceedings for the redemption of such
Bonds or the cessation of interest on the redemption date.
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Resolution Number~ ~II
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This Bond is issued in fully registered form, is
sometimes referred to herein as a "Fully Registered Bond" and
is negotiable only by transfer of registration. This Bond may
be exchanged for a like aggregate principal amount of Fully
Registered Bonds of other authorized denominations, all as more
fully set forth in the Resolution. This Bond is transferable
by the registered owner hereof, in person or by the Holder's
attorney duly authorized in writing, at the principal office of
the Fiscal Agent in Los Angeles, California, but only in the
manner, subject to the limitations and upon payment of the
charges provided in the Resolution, upon surrender and
cancellation of this Bond. Upon such transfer a new registered
Bond of authorized denomination or denominations for the same
aggregate principal amount of the same issue will be issued to
the transferee in exchange therefor. No exchange or transfer
shall' be made between the fifteenth day preceding any interest
payment date and such interest payment date.
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.
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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
Resolution Number BJ-//
time, form and manner as required by the Constitution and laws
of the State of California.
IN WITNESS WHEREOF, the Redevelopment Agency of the
City of Seal Beach has caused this Bond to be signed on its
behalf by the facsimile signature of its Chairman and by the
manual signature of its Secretary and the seal of the Agency to
be imprinted hereon all as of the ____ day of .
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Chairperson
(Seal)
Secretary
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Resol uti on Number fl, -II
[FORM OF CERTIFICATE OF AUTHENTICATION
OF FULLY REGISTERED BONDS]
This is one of the Bonds described in the within-mentioned
Resolution.
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, Fiscal Agent
By
Authorized Officer
[FORM OF ASSIGNMENT ON FULLY REGISTERED BONDS]
For value received
hereby sells, assigns and transfers unto
the within-mentioned Bond and hereby
irrevocably constitutes and appoints
attorney, to transfer the same
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on the books of the Fiscal Agent with full power of
substitution in the premises.
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 change whatsoever.
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860902 pf 0494WLS-2(4)