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Home My WebLink AboutRDA Res 78-07 1978-03-27 " " RESOLUTION NO. -Jf.1 , I RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF SEAL BEACH APPROVING AN AGREEMENT FOR ESCROW BANK SERVICES I I , , WHEREAS, the Redevelopment Agency of the City of Seal Beach (the "Agency") requires the services of an Escrow Bank in connection with the retirement of $3,250,000 Redevelop- ment Agency of the City of Seal Beach Riverfront. Redevelopment Project, Tax Allocation Negotiable Promissory Notes, Issue of 1975 and the defeasance of the lien created by Resolution No. 75-10 (As Amended) of the Agency; WHEREAS, the Bank of America National Trust and Savings Association has submitted a proposal for furnishing such services. I NOW, THEREFORE, BE IT RESOLVED, DETEID-IINED AND ORDERED BY THE REDEV~LOPMENT AGENCY OF THE CITY OF SEAL BEACH AS FOLLO\'i'S: The Agency hereby agrees to employ the Bank of America National Trust and Savings Association as Escrow Bank for the Agency substantially in accordance with the terms of the Escrow Agreement attached hereto as Exhibit A and by this reference incorporated herein. I ~ PASSED, APPROVED >> , 1978. and ADOPTED this d?j1~day of I ATTEST: [SEAL] .,.;.;.--...~"", ~.~'~~ 07 i'l1.:i"I::-. /,~'/, ~t;.....:, ;/ .< -q;..~ :!-~i/ :I.... ~"') ~'I!' (I:' ~ ,".--. ) . ,;g ell ~o M 0, '<l. "-,:;<,,,.:,7 no, J ~ , ;''''', tC~i '^ It .,..."'-". '-,r'.f'" "0' -0' 1.-.0 ..tf) ,.. ^."'C.. ....,. f'\ . ~1 , ~ J J '; '".::.,,: t' >:;.- ..t:..~... 1 1 , , " 'r Page Two - Resolution Number 78-7 I I PASSED, APPROVED and ADOPTED by the Seal Beach Redevelopment Agen~ at their regular adjourned meeting this ~~ day of ~ ' 1978, by the following vote: AYES, Ag,ocy ","be" /J"._-- :J~~Lf.41eL NOES: Agency Members~ ABSENT: Agency Members ~ I I I -:-. ' I' I, I DLH3-1A 3/22/78 Redevelopment Agency of the City of Seal Beach City of Seal Beach County of Orange State of California $4,000,000 Redevelopment Agency of the City of Seal Beach, Riverfront Redevelopment Project, Tax Allocation Bonds, Issue of 1978 ESCROW AGREEMENT .., I I I DLH3-2A 3/22/78 ESCROW AGREEMENT THIS ESCROW AGREEMENT, dated as of March 1, 1978, is made by and between the Redevelopment Agency of the City of Seal Beach (the "Agency"), and Bank of America National Trust and Savings Association (the "Escrow Bank"). WHEREAS, the Agency is a redevelopment agency (a public body, corporate and politic) duly created, established and authorized to transact business and exercise its powers, all under and pursuant to the Community Redevelopment Law [Part 1 of Division 24 (commencing with Section 33000) of the Health and Safety Code of the State of California] and the powers of the Agency include the power to issue bonds for any of its corporate purposes; and WHEREAS, a Redevelopment Plan known and designated as the "Riverfront Redevelopment Project" has been approved and adopted, and all requirements of law for and precedent to the approval and adoption of said Redevelopment Plan have been duly complied with; and WHEREAS, under and pursuant to Resolution No. 75-10, the Agency has issued $3,250,000 Redevelopment Agency of the City of Seal Beach, Riverfront Redevelopment Project, Tax Allocation Negotiable Promissory Notes, Issue of 1975 (the "Notes"); and WHEREAS, the Agency deems it necessary to issue bonds pursuant to the Community Redevelopment Law and other laws of the State of California for the purpose of retiring the Notes and for certain other purposes; and WHEREAS, the retirement of the Notes will be accomplished by the issuance of refunding bonds pursuant to that certain Resolution entitled "Resolution of the Redevelop- ment Agency of the City of Seal Beach Authorizing the Issuance of Tax Allocation Bonds, Issue of 1978, to Aid in the Financing of a Portion of the Cost of a Redevelopment Project Known as the Riverfront Redevelopment Project and to Retire Previously Issued Notes" (the "Resolution"); and WHEREAS, a portion of the proceeds of the sale of the Bonds will be set apart and irrevocably segregated in a special trust fund called the Note Retirement Fund (to be invested in certain governmental obligations) in such .., 1 I I DLH3-3A 3/22/78 principal amounts whic~, together with other available funds, will be sufficient to defease the liens and covenants created by Resolution No. 75-10 by insuring the payment and redemption of the Notes, and to accomplish other cor- porate purposes of the Agency. NOW, THEREFORE, THIS ESCROW AGREEMENT WITNESSETH: That in consideration of the mutual agreements herein contained, the parties hereto mutually undertake, promise and agree for themselves, their respective represen- tatives, successors and assigns, as follows: Section 1. Definitions. The terms used herein shall have the same meanings given such terms in the Resolution, unless the context otherwise requires, or unless such terms are given different meanings by this Section 1 of this Escrow Agreement as set forth below: (a) "Bondholder" or "Holder of Bonds" means: (i) any person who shall be the holder of any out- standing Bond payable to bearer or (ii) the registered owner or his duly authorized attorney, trustee, repre- sentative, or assigns of any outstanding Bond which at the ti~e shall be registered so as to be payable to other than to bearer. For the purpose of the Bond- holders' voting rights or consents, Bonds owned by or held for the account of the Agency, the City of Seal Beach, directly or indirectly, shall not be counted. (b) "Resolution" means the resolution of the Agency entitled "Resolution of the Redevelopment Agency of the City of Seal Beach authorizing the Issuance of Tax Allocation Bonds, Issue of 1978, to aid in the financing of a portion of the cost of a Redevelopment Project known as the Riverfront Redevelopment Project and to retire previously issued Notes, (c) "Federal Securities" means United States Treasury - Certificates of Indebtedness, Notes and Bonds - State and Local Government Series, being direct and general obligations of the United States of America that do not permit the redemption thereof at the option of the issuer or any person other than the holder thereof. ,. 1 I l 1 I DLH3-4A 3/31/78 Section 2. Creation of Escrow. Upon delivery of the Bonds, $3,273,200 of the proceeds thereof being the amount described in the Resolution, together with $1,389.92 of other available moneys from the Special Fund held under Resolution No. 75-10 of the Agency, shall be transferred to the Escrow Bank and placed in the Note Retirement Fund, which the Escrow Bank hereby agrees to hold in escrow in a separate trust account. Such proceeds shall be used as provided in the Resolution, and this Escrow Agreement. None of such proceeds shall consist of accrued interest and premium, if any, paid by the purchasers of the Bonds which amounts shall be transferred by the Trustee and placed in the Bond Interest Payment Account established by the Resolution. The Escrow Bank shall withdraw moneys from the Note Retirement Fund in sufficient amounts to permit the payment, without default, of the payments described above for which the Note Retirement Fund was established. Section 3. Purpose of Escrow. Upon the receipt thereof, $3,273,200 of the proceeds deposited with the Escrow Bank shall be invested by the Escrow Bank in those Federal Securities listed in Exhibit A. Section 4. Accounting for Escrow, The moneys' and Federal Securities in the Note Retirement Fund shall not be subject to checks drawn by the Agency nor otherwise subject to its order. The Escrow Bank, however, shall transfer to the Trustee as the primary paying agent for the Notes, sufficient moneys to permit the Trustee to make, without default, all payments specified in Section 2 hereof. Section 5. No Reinvestments. There shall be no reinvestment of any moneys in the Note Retirement Fund realized upon the maturity of any of the Federal Securities deposited therein or upon the payment of interest with respect to such Federal Securities. Section 6. Termination of Escrow. After September 1, 1978, when the Notes shall have been paid or provlslon for payment shall have been made with the Fiscal Agent, the Escrow Bank shall immediately pay over to the Agency the moneys, if any, then remaining in the Note Retirement Fund and shall make forthwith a final report to the Agency. .. I I , .J I DLH3-5A 3/31/78 Section 7. Fees and Costs. The Escrow Bank's estimate of fees and costs for and in carrying out the provisions of this Escrow Agreement is $750.00, which amount is to be paid at the time of the issuance of the Bonds directly to the Escrow Bank as payment for such charges of the Escrow Bank pertaining to this instrument for services performed hereunder. It is recognized that such estimate may be more than or less than the final fees and costs. Such payments for services rendered and to be rendered by the Escrow Bank shall be paid from the Note Retirement Fund, to the extent that it is sufficient therefor and, to the extent not sufficient, shall be paid from the Redevelop- ment Fund held by the Agency. Section 8. possible Deficiences. If at any time it shall appear to the Escrow Bank that the moneys in escrow in the Note Retirement Fund allocable for use hereunder will not be sufficient for the purposes specified in Section 2 hereof, the Fiscal Agency, on behalf of the Agency, shall, forthwith from the Redevelopment Fund, or as the case may be, from the first moneys that are available therefor in the Redevelopment Fund, deposit into the Note Retirement Fund such additional moneys as are necessary therefor. Section 9. Reports. On September 1, 1978, following the last interest payment on the Notes, the Escrow Bank shall submit to the Fiscal Agent and the Agency a report covering all Federal Securities, all money it shall have received and all payments it shall have made or caused to be made hereunder. Section 10. Character of Deposit. It is recognized that title to the Federal Securities and moneys accounted for in the Note Retirement Fund from time to time shall remain vested in the Agency but subject always to the prior charge and lien thereon of this Escrow Agreement and the use thereof required to be made thereunder. The Escrow Bank shall hold all such securities and moneys in the Note Retirement Fund as a special trust fund and account separate and wholly segregated from all other securities and funds of the Escrow Bank or deposited therein, and shall never commingle such securities or moneys with other securities or moneys. Section 11. Purchaser's Responsibility. The original purchasers of the Bonds and the Bondholders shall not be responsible for the application or dispositon of the proceeds thereof nor of any moneys or Federal Securities held in the Note Retirement Fund. .. I I " l i I DLH3-6A 3/31/78 Section 12. Irrevocability. The principal of and interest on the Notes coming due on September 1, 1978, shall be made in reliance upon this Escrow Agreement and except as herein provided, this instrument shall be irrevoc- able and not subject to amendment after any of the Refunding Bonds shall have been issued. If, however, in carrying out their respective duties under this Agreement, the Agency, the Fiscal Agent or the Escrow Bank shall find that by reason of some error or omission or otherwi.se in the provi- sions hereof an amendment is desirable in order to give effect to the true intention and purpose of this Escrow. Agreement, one or more amendments may be proposed by the Agency, the Trustee or the Escrow Bank and this Escrow Agreement may be amended, without the consent of the Bond- holders. - ~l Section 13. Exculpatory Paragraph. The duties and responsibilities of the Escrow Bank are limited to those expressly and specifically stated in this Escrow Agreement. The Escrow Bank shall not be liable or responsible for any loss resulting from any investment or reinvestment made pursuant to this Escrow Agreement and made in compliance with the provisions hereof. The Escrow Bank shall not be personally liable for any act it may do or omit to do hereunder, while acting with reasonable care, except for duties expressly imposed upon the Escrow Bank hereunder or as otherwise expressly provided herein. The Escrow Bank shall be under no obligation to inquire into or be in any way responsible for the performane or nonperformance by the Agency of any of its obligations, nor shall it be responsible in any manner for the recitals or statements contained herein or in the Bonds or any proceedings taken in connection therewith, such recitals and statements being made solely by the Agency. Nothing in this instrument shall be construed to create any obligations or. liabilities on the part of the Escrow Bank to anyone other. than the Agency and the holders of the Notes. Section 14. Successors. Whenever herein the Agency, the Trustee or the Escrow Bank are named or are referred to, such provisions shall be deemed to include any successor of the Agency, the Trustee or the Escrow Bank, respectively, immediate or intermediate, whether so ex- pressed or not. All of the stipulations, obligations, and agreements by or on behalf of and other provisions for the benefit of the Agency, the Trustee or the Escrow Bank contained herein: ..- ~ I I I I DLH3-7A 3/31/78 (1) Shall bind and inure to the benefit of any such successor, and (2) Shall bind and shall inure to the benefit of any officer, board, authority, agent, or instr~- mentality to whom or to which there shall be trans- ferred by or in accordance with law any right, power or duty of the Agency, the Trustee or the Escrow Bank, respectively, or of its successor, the possession of which is necessary or appropriate in order to comply' with any such stipulations, obligations, agreements, or other provisions hereof. Section 15. Verification of Sufficiency of Escrow. The Agency shall furnish Escrow Bank with veri- fication satisfactory to Escrow Sank that the moneys trans- ferred to the Note Retirement Fund pursuant to this Escrow Agreement will be sufficient to refund and defease the Refunded Bonds as required by the Refunding Resolution. Section 16. Severability. If any section, paragraph, clause or provision of this Escrow Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragaph, clause or provision shall not affect any of the remaining provisions of this Escrow Agreement. IN WITNESS WHEREOF, the Agency has caused this Escrow Agreement to be executed by its Chairman, to be countersigned by its Secretary, with the seal thereof hereunto affixed; and the Bank of America National Trust and Savings Association has caused this Escrow Agreement to be signed in its corporate name as Escrow Bank by one of its Authorized Officers, sealed with its corporate seal, all as of the day and year first above written. ~....*""X\.,\\\\ ~"'I OF tift \\" ..::-...-tac.......... C -'I, ;'r.,"Y II .. """ , #"" II .,... I. t; II .. '1. ;!;," FORMED '.~~ #!!I.o.lI ~LnZ ~f: IM~ ~ 0 ~ rtB~UART 20. i ~ I ~::... In7 .~jf 1" "tori; '" ,Jj."t }; .,I:'(~.;;atr.. +~; \\~......"...,.:$I$;;i'. COUNTERSIGNED: /:-' (~/~;1/ By'__ "-/>___'c/~'_;'J 17~[~-'\ _ ./ Secre'ta-ry ,/ [Signatures contineud.] REDEVELOPMENT AGENCY OF THE CITY OF SEAL BEACH By. ~<1'-.L /.L.;L- Cha&nan ,..., J ,H3-8A ~/7B ch~nge date I I I each time revised BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION as "Escrow Bank" By jJ~A kAJ: Authorized Officer