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HomeMy WebLinkAboutRDA Res 86-15 1986-09-22 - RESOLUTION NO. 86-l5 A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF SEAL BEACH AMENDING RESOLUTION NO. 86-ll THE REDEVELOPMENT AGENCY OF THE CITY OF SEAL BEACH HEREBY FINDS, DETERMINES, RESOLVES AND ORDERS as follows: I Section l. Section 1 of Resolution No. 86-ll is . hereby amended to read as follows: "Section l. 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 I exercise its powers all under and pursuant to the Redevelopment Law, and any successor to its duties and functions. B. "AMBAC Indemnity" shall mean AMBAC Indemnity Corporation, a Wisconsin-domiciled stock insurance company. !>o C. "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 includ~s any Bonds, Notes, interim certificates, debentures, or other I obligations issued by the Agency pursuant to this Resolution. D. "Bondholder" or "Holder of- Bonds," or any similar term, means the registered owner or the duly authorized attorney, trustee, representative or . assigns of any outstanding Bond of such owner. Reso 1 uti on Number $6 -It"" E. "Bond Insurer" means AMBAC Indemnity. F. "City" means the City of Seal Beach, California. G. "Federal Securities" means bills, certificates of indebtedness, notes, bonds, or similar I securities which are direct obligations of, or the principal and interest of which securities are secured by, the United States, whether issued in book entry form or otherwise. 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 rJiy 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 lst and ending on the next following June 30th. I 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, l. is in fact and who, or .... in8ependent each of whom: 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 I 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 Year~ and 'Resolution Number~-IS- I 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 schedule or schedules of Minimum Sinking Fund Payments together with the premium thereon, if any be payable~ and 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 I 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. I M. "Municipal Bond Insurance Policy" shall mean the municipal bond insurance policy issued by AMBAC Indemnity insuring the payment when due of the principal of and interest on the Bonds as provided ~ therein. Resolution Number e~-/5 N. "l978 Bond Resolution" means Resolution No. 78-3 of the Agency. o. "l978 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. I P. "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. Q. "OutstanG':Lng," 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 can=ellation at or prior to such date~ I 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 b~redeemed notice of such redemption has been duly given pursuant to this Resolution~ 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. R. "Parity Bonds" means the 1978 Bonds and any additional tax allocation bonds, or notes, including, I without limitation, bonds,. notes, interim certificates, debentures or other obligations; payable Resolution Number ~~-/~ 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 l7 of the 1978 Bond Resolution. I s. "Paying Agent" means any paying agent provided by the Agency pursuant to this Resolution. T. "Permitted Investments" means: I l. direct obligations of (including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States of America), or obligations the principal of and interest on which are unconditionally guaranteed by the United Stat~B of America~ 2. bonds, debentures or notes or other evidence of indebtedness payable in cash issued by any one or a combination of any of the following federal agencies whose obligations represent full faith and credit of the United States of America: Export Import Bank of the United States, Federal Financing Bank, Farmer's Home Administration, Federal Housing Administration, Maritime Administration, Public Housing Authority, Government National Mortgage Association~ ,. 3. the following 'investments fully insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation: (a) certificates of deposit, (b) savings accounts, (c) deposit accounts, or (d) depository recei~ts of a bank, savings and loan associations and mutual savings banks. I 4. certificates of deposit, either in excess of FDIC or FSLIC insurance or-without FDIC or FSLIC insurance, properly secured at all times, by collateral security described i~ (a) and (b) above. Such agreements are only acceptable with commercial Resolution Number~ ~/~ banks, savings and loans associations and mutual savings banks~ 5. commercial paper rated in one of the two highest rating categories by at least two nationally recognized rating agencies or commercial paper backed by a letter of credit or lin~ of credit rated in one of the two highest rating categories~ 6. written repurchase agreements with any bank, savings institution or trust company (not the I Fiscal Agent) which is insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation, or with any broker-dealer with retain customers w~lch falls under Securities Investors Protection Corporation protection, provided that such repurchase agreements are fully secured by (a) above or obligations of any agency of instrumen- tality of the United States of America, and provided further that (i) such collateral is held by the Fiscal Agent or any agent acting solely for the Fiscal Agent during the term of such repurchase agreement, (ii) such collateral is not subject to liens or claims of I third parties, (iii) such collateral has a market value (determined at least once every l4 days) at .' least equal to the amount invested in the repurchase agreement, (iv) the Fiscal Agent has a perfected first security interest in the collateral, (v) the agreement shall be for a term not longer than 270 days and (vi) the failure to maintain such collateral at the level required in (iii) above will require the Fiscal Agent to liquidate the collateral. 7. Pre-refunded municipal obligations I defined as follows: any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such Resolution Number J?~;o/~ . I state (i) which are not callable at the option of the obligor prior to maturity or as to which irrevocable notice has been given by the obligor to call such bonds or obligations on the date specified in the notice, such bonds or obligations on the date specified in the notice, (ii) which are fully secured as to principal and interest and redemption premium, if any, by a fund consisting only of cash or government obligations which fund may be applied only to the payment of such principal of and interest and redemption premium, if any, on such bonds or other obligations on the maturity date or dates thereof or the specified rede~ption date or dates pursuant to such irrevocable instructions, as appropriate, (iii) which fund is sufficient, as verified by an independent certified public accountant, to pay principal of and interest and redemption premium, if any, on the bonds or other obligations described in thid paragraph (c) on the maturity date or dates thereof or on the redemption date or dates specified in the irrevocable instructions referred to in I subclause (i) of this paragraph (c), as appropriate and (iv) which are rated in the highest rating !o. category of either Standard ., Poor's Corporation or Moody's Investors Service, or any successors thereto. 8. money market funds rated AAA by Standard , Poor's~ and- 9. investment agreements appro~ed by AMBAC Indemnity Corporation. The value of the above investments shall be I determined as provided in "Value" below. "Value," as of any particular time of determina- tion, means that the value of any investments shall be calculated as follows:' " Resol uti on NumberBi -/5'" l. as to investments the bid and asked prices of which are published on a regular basis in The Wall Street Journal (or, if not there, then in The New York Times): the average of the bid and asked prices for such investments so published on or most recently prior to such time of determination~ 2. as to investments the bid and asked I prices of which are not published on a regular basis in The Wall Street Journal or The New York Times: the average bid price at such time of determination for such investments by any two nationally recognized government securities dealers (selected by the Fiscal Agent in its absol~~e discretion) at the time making a market in such. investments or the bid price published by a nationally recognized pricing service~ 3. as to certificates of deposit and bankers acceptances: the face amount thereof, plus accrued interest~ and I 4. as to any investment not specified above: the value thereof established by prior agreement between the Agency, the Fiscal Agent and AMBAC Indemnity Corporation. If more than one provision of this definition of !>o "value" shall apply at any time to any particular investment, the value thereof at such time shall be determined in accordance with the provision establishing the lowest value for such investment. u. "Project Area" means the territ~ry within the project area described and defined in the Redevelopment Plan approved and adopted by the City by I its Ordinance No. 780, as amended. v. "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. Reso 1 ut i on Number 6'6' -I'S- w. "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. I X. "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. Y. "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. I z. "Supplemental Resolution" means a resolution supplemental to or amendatory of this Resolution, adopted by the Agency in accordance with Section l3 hereof. AA. "Tax Revenues" means that porcion 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 l6 of Article XVI of the California Constitution, all as more particularly set forth hereafter in this Resolution. AS. "Treasurer" or "Treasurer of the Agency" means the officer who is then performing ~~e functions of Treasurer of the Agency." I Section 2. Paragraph B of Section 3 of Resolution No. 86-ll is hereby amended to read as follows: "B Defeasance. 'Nothing in this Resolution shall preclude: (i) the payment of the Bonds, or any Resolution Number tJ6-I.s-" 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 I 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 asiae in trust funds or setting apart in a reserve fund or special trust account created pursuant to this Resolution or otherwise, or through the irrevocable segregation for that purpose in some sinking fund or other fund or trust account with a responsible bank or trust com~dny, moneys sufficient therefor or Federal Securities, the principal of and interest on which when due will be sufficient I 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 fund~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 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 I Resolution Number 86 .../,r- I refunding of the Bonds. In such event, 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 this Resolution as to the Bonds, or Series thereof, as I 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, w~ich 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 instruc- tions 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 I 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 payment of the principal and interest to become due on the Bonds, together with any applicable premium thereon. Neither the obligation~ nor moneys deposited pursuant to this Section or principal or interest payments on Resolution NumberB~-/S- 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 I 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 wiln any applicable premium thereon on and prior to such redemption date or maturity date thereof, as the case may be. In the event that the principal and/or interest due on the Bonds shall be paid by AMBAC Indemnity pursuant to the Municipal Bond Insurance Policy, the I Bonds shall remain Outstanding, not be defeased and not be considered paid by the Agency, and the assignment and pledge of the Tax Revenues and all covenants, agreements and other obligations of the Agency to the Bondholders shall continue to exist and .... AMBAC Indemnity shall be subrogated to the rights of such Bondholders." Section 3. Section 6 of Resolution No. 86-ll is hereby amended to read as follows: "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 corporate I Resolution Number 9/-/s-' trust office of the Fiscal Agent in San Francisco, 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." I Section 4. Section 7 of Resolution No. 86-ll is hereby amended to read as follows: "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 adopt~a 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 I 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 surrendered for cancellation at the Fiscal Agent for the Agency in San Francisco, I ? California, and the Fiscal Agent shall deliver in Resolution Number~../r- exchange for such temporary Bond an equal aggregate principal amount of definitive Bonds of authorized denominations of th~ same issue. Until so exchanged, the temporary Bonds shall be entitled to the same benefits under this Resolution as definitive Bonds of I the same issue delivered hereunder." Section 5. Section lO of Resolution No. 86-ll is hereby amended to read as follows: "Section lO. Bond Register. The Fiscal Agent shall keep or cause to be kept at its principal corporate trust ofl1ce in San Francisco, 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 to be registered or transferred, on such register, the Bonds as provided above." I Section 6. paragraph C of Section II of Resolution No. 86-ll is hereby amended to read as follows: .... ., "c. Notice of Redemption. Notice of redemption prior to maturity, except as provided below, shall be given by mailing such notice by first-class mail 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 I Resolution Number B/'-/S- I 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 re~eipt 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 proceed- ings for the redemption of such Bonds or the cessation of interest on the redemption date. Notice of redemp- tion of Bonds shall be given by the Fiscal Agent for and on behalf of the Agency at the expense of the I 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 is called' for redemption may object thereto or object to the cessation of interest on the redemption date fixed by any claim or showing that suoh Bondholder failed actually to receive such notice of call and redemption." I Section 7. Section l2 of Resolution No. 86-ll is hereby amended to read as follows: . "Section l2. Funds.. There is hereby continued by this Resolution with the Treasurer a special trust Resolution Number B6-/S- 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. The Special I Fund shall be held by the Fis~al Agent. 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 Redevelopment Law." I Section 8. Section l6 of Resolution No. 86-ll is hereby amended to read as follows: "Section l6. Deposit and Investment of Moneys in .... Funds. Subject to the provisions of Covenant 9 of Section 18 hereof, all moneys held by the Agency in the Redevelopment Fund and by the Fiscal Agent in the 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 alt 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 I required by law. Resolution Number ~~-I'~ I 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 in Permitted Investments, 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 Pa}ment 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 I 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. 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 ~han 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 I 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, Resolution Number~-/~ 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 I 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 9. Section 20 of Resolution No. 86-ll is hereby amended to read as follows: I "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 Tar 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 t~e 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 I Resolution Number d?t-.l~ - . I at least seventy-five million dollars ($75,000,000). 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 appoint- ment. In the event that the Agency is unable or unwilling to appoint a substitute Fiscal Agent within one hundred eighty days (l80) days following such I resignation, the Fiscal Agent may make application to the presiding judge of the Superior Court of the County of Los Angeles to make such appointment. In the event that the..~iscal Agent or any successor becomes incapable of acting as such, the Agency shall forthwith appoint a substitute Fiscal Agent. Any bank or trust company into which the Fiscal Agent may be merged or with which it may be consolidated shall become the Fiscal Agent without action of the Agency. The Fiscal Agent may become the owner of any of the Bonds authorized by this Resolution with the same rights it would have had if it were not a Fiscal Agent. The Fiscal Agent shall have no duty or obligation ~ whatsoever to enforce the collection of or to exercise I diligence in the enforcement of the collection of funds assigned to it hereunder or as to the correct- ness 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 responsi- bility for the correctness. of the same and makes no representations as to the validity or sufficiency of Resolution Number~'/~ this Resolution or of the Bonds, and shall incur no responsibility in respect thereof, other than in connection with thp. 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. The Agency shall pay compensation to the Fiscal Agent in accord- ance with the bid letter from the Fiscal Agent dated September 3, 1986. I The Fiscal Agent may be removed at any time, upon the request of AMB;~ Indemnity. Notwithstanding any other provisions of this Resolution, in determining whether the rights of the Bondholders will be adversely affected by any action taken pursuant to the terms and provisions of this Resolution, the Fiscal Agent shall consider the effect on the Bondholders as if there were no Municipal Bond Insurance Policy. While the Municipal Bond Insurance Policy is in effect, the Agency or the Fiscal Agent, as appro- priate, shall furnish to AMBAC Indemnity: ~ (a) as soon as practicable after the filing thereof, a copy of any financial statement of the Agency and a copy of any audit and annual report of the Agency which may have been filed with the Fiscal I Agent~ (b) a copy of any notice to be given to the registered owners of the Bonds and any certificate rendered pursuant to this Resolution relating to the security for the Bonds~ and (c) such additional information it may I reasonably request. . Reso 1 uti on Number ~ -/5 I The Agency will permit AMBAC Indemnity to discuss the affairs, finances and accounts of the Agency or any information AMBAC Indemnity may reasonably request regarding the security for the Bonds with appropriate officers of the Agency. The Fiscal Agent or Agency, as appropriate, will permit AMBAC Indemnity to have access to and to make copies of all books and records relating to the Bonds at any reasonable time. Notwithstanding any other provision of this Resolution, the Fiscal Agent shall immediately notify AMBAC Indemnity if at any time there are insufficient moneys to make any payments of principal and interest as required and imhediately upon the occurrence of any event of default hereunder." Section lO. Section 24 of Resolution No. 86-ll is hereby amended to read as follows: I I "Section 24. proceedings Constitute ~ontract. 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 t~is 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 similar~y situated by mandamus, accounting, mandatory injunction or any other suit, action or proceeding at law or in equity that is n~w or may hereafter be authorized under the laws of the State of California in any court of competent jurisdiction. This contract is made under and is to be construed'in accordance with the laws of , the State of 'California. Resolution Number ~-/~ 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 s~all impair any such right or power or shall be construed as a waiver of any such default or acquiescence therein. Every substantive right and I every remedy conferred upon the Bondholders may be enforced and exercised as often as may be deemed expedient. In case any su;t, action or proceeding to enforce any right or exercise any remedy shall be brought or taken, and should such suit, action or 1- 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 an~ 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 Bond- holders, then, and in every such case, th~. 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, I this Resolution, any Supplemental Resolution and any other supplementary resolutions thereto shall be irrepealable, but shall be subject to modification or Resolution Number ~~-I'~ amendment to the extent and in the manner provided in this Resolution, but to no greater extent and in no other manner. I 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 I respect to such numbers shall not constitute cause for refusal by the successful bidder to accept delivery of and pay for the Bonds. Unless otherwise provided in this Section, AMBAC Indemnity's consent shall be required in addition to Bondholder consent, when required, for the following purposes: (i) execution and delivery of any supplemental resolution or any amendment, supplement or change to or modification of the Resolution~ (ii) removal of the Fiscal Agent or selection and appointment of any successor Fiscal Agent~ and (iii) initiation or approval of any action not described in (i) or (ii) above which requires Bondholder consent. Anything in this Resolution to the contrary ~ withstanding, upon the occurtence and continuance of an event of default, AMBAC Indemnity shall be entitled to control and direct the enforcement of all rights and remedies granted to the Bondholders or the Fiscal Agent for the benefit of the Bondholders under this Resolution, and AMBAC Indemnity shall also be entitled to approve all waivers of events of default." I Section ll. Section 28 is hereby added to Resolution No. 86-ll to read as follows: . Resolution Number~~~ "Section 28. Payment Procedure Pursuant to Municipal Bond Insurance POlicy. As long as the Municipal Bond Insurance Policy shall be in full force and effect, the Agency and the Fiscal Agent shall comply with the following provisions: (a) if five (5) days prior to an interest payment date the Fiscal Agent determines that there will be insufficient funds in the Funds and Accounts I to pay the principal of or interest on the Bonds on such interest payment date, the Fiscal Agent shall so notify AMBAC Indemnity. Such notice shall specify the amount of the anti~lpated deficiencies and whether such Bonds wil~ be deficient as to principal or interest, or both. (b) the Fiscal Agent shall, after giving notice to AMBAC Indemnity as provided in (a) above, make available to AMBAC Indemnity and the United States Trust Company of New York, as insurance trustee for AMBAC Indemnity, the registration books of the Agency maintained by the Fiscal Agent, and all records relating to the Funds and Accounts maintained under this Resolution. I .... (c) the Fiscal Agent shall provide AMBAC Indemnity and the United States Trust Company of New York with a list of registered owners of Bonds entitled to receive principal or interest payments from AMBAC Indemnity under the terms of the Municipal Bond Insurance Policy, and shall make arrangements with United States Trust Company of New York (i) to mail checks or drafts to the registered owners of Bonds entitled to receive full or partial interest payment from AMBAC Indemnity, and (ii) to pay principal upon Bonds surrendered to United States Trust Company of New York by the registered owners of I Resolution Number tP~-~ ~ I Bonds entitled to receive full or partial principal payments from AMBAC Indemnity. (d) the Fiscal Agent shall, at the time it provides notice to AMBAC Indemnity pursuant to (a) above, notify registered owners of Bonds entitled to receive the payment of principal or interest thereon from AMBAC Indemnity (i) as to the fact of such entitlement, (ii) that AMBAC Indemnity will remit to them all or a part of the interest payments next coming day, (iii) that should they be entitled to receive full payment of principal from AMBAC Indem- nity, they must tender their Bonds (along with a form of transfer of title thereto) for payment to United I States Trust Company of New York, as insurance trustee for AMBAC Indemnity, and not the Fiscal Agent, and (iv) that should they be entitled to receive partial payment of principal from AMBAC Indemnity, they must tender their Bonds for payment thereon first to the Fiscal Agent, who shall note on such Bonds the portion of the principal paid by the Fiscal Agent, and then, along with a'form of transfer of title thereto, to United States Trust Company of New York, as insurance trustee for AMBAC Indemnity, which will then pay the ~ unpaid portion of principal~ (e) AMBAC Indemnity shall, to the extent it makes payment of principal of or interest on Bonds, become subrogated to the rights of the recipients of such payments in accordance with the terms of the Municipal Bond Insurance Policy, and to evidence such subrogation (i) in the case of subrogation as to claims for past due interest, the Fiscal Agent shall note AMBAC Indemnity's rights as subrogee on the registration books of the Agency maintained by the fiscal Agent upon receipt from AMBAC Indemnity of proof of the payment of interest thereon to the I Resolution Numberti:-/~ registered owners of the Bonds, and (ii) in the case of subrogation as to claims for past due principal, the Fiscal Agent shall note AMBAC Indemnity's rights as subrogee on the registration books of the Agency maintained by the Fiscal Agent upon surrender of the Bonds by the registered owners thereof together with proof of the payment of principal thereof." I NOES: Agency Members ABSENT: Agency Members ~x.~ Chairman - A T: I STATE OF CALIFORNIA) COUNTY OF ORANGE ) SS CITY OF SEAL BEACH ) I, Joanne M. Yea, City Clerk of the City of Seal Beach, California, and Secretary to the Seal Beach Redevelopment Agency, do hereby certify that the foregoing~olution is the original copy of Resolution Number J?~-/'~ on file in the office of the City Clerk, passed, approved and adopted by the Seal Beach Red~~~3Cent Agen~t a re~ulat meeting thereof held on the day of ~7f,,,,I,~~' 1986. I 860922 pf 0717WlS(1)