HomeMy WebLinkAboutRDA Res 78-03 1978-02-27
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RESOLUTION NO.
78-~
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 REDEVELOP-
MENT PROJECT KNOWN AS THE RIVERFRONT REDEVELOPMENT
PROJECT AND TO RETIRE PREVIOUSLY ISSUED NOTES.
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ADOPTION COPY
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Recitals......... ....
Resolving Clause. ....
Section:
1. Definitions.............................
2. Amount, Issuance and Purpose of Bonds...
3. Nature of Bonds...... .........
(a) Security..........
(b) Defeasance........
Description of Bonds... .....
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TABLE OF CONTENTS
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Interest,. . . . . . . . . . . . . . . . . . . . . . . . . .
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Place of Payment.....................
Forms of Bonds, Temporary Bonds............
Execution of Bonds........................
Types of Bonds, Registration and Exchange..
Bond Register..........................
Redemption of Bonds Prior to Maturity..
A. Terms of Redemption......... '"
B. Call' and Redemption..... '.. ......
C. Notice of Redemption........ ...... ......
D. Redemption Fund............. .. .. . . . .
E. Partial Redemption of Fully Registered Bonds.
F. Effect of Redemption......................
Funds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sale of Bonds, Disposition of Bond Proceeds;
Redevelopment Fund; Note Retirement Fund.......
Tax Revenues.....................................
Special Fund.......................
(a) Bond Interest Payment Account....
(b) Serial Bond Payment Account.....
(c) Term Bond Sinking Fund Account..
(d) Reserve Account.................
(e) No Default; Surplus.............
Deposit and Investment of Moneys in Fund.........
Issuance of Parity Bonds.......................
Covenants of the Agency........................
1. Complete Redevelopment project; Amendment
to Redevelopment Plan........................
Use of Proceeds; Management and Operation
of Properties.................... .....
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No prlorlty....................... ...
Punctual Payment.................... ..
Payment of Taxes and Other Charges.. ...
Books and Accounts; Financial Statements...
Eminent Domain Proceedings..................
Disposition of property.......~............
Protection of Security and Rights of Bond-
holders; No Arbitrage......... .....
Taxation of Leased Property...._........
Fiscal Agent and Paying Agents.........
Lost, Stolen, Destroyed or Mutilated
Bonds or Coupons...............................
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TABLE OF CONTENTS
Page
Cancellation of Bonds............................ 32
Amendments. . . .. . . ... . .. . . . .. . .. . .. . ... . . . . ....... 33
A. Calling Bondholders' Meeting................. 33
B. Notice of Meeting............................ 33
c. Voting Qualifications........................ 34
D. Issuer-Owned Bonds........................... 34
E. Quorum and Procedure......................... 35
F. Vote Required................................ 35
Proceedings Constitute Contract.................. 35
Severability..................................... 37
Effective Date................................... 37
Exhibit A (Form of Bearer Bond).................. 39
Exhibit B (Form of Fully Registered Bond)........ 44
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RESOLUTION NO.
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.
WHEREAS, the Redevelopment Agency of the City of Seal
Beach is a redevelopment agency (a public body, corp-
orate and politic) duly created, established and authorized to
transact business and exercise its powers, all under and pur-
suant 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 purposesl and
WHEREAS, a Redevelopment Plan for a redevelopment
project known and designated as the "Riverfront Redevelopment
Project" was approved and adopted by the City of Seal Beach
by Ordinance No. 780, and all requirements of law for and
precedent to the adoption and approval of the Redevelopment
Plan have been duly complied withl and
WHEREAS, under and pursuant to Resolution No. 75-10
(As Amended), the Agency issued $3,250,000 "Redevelopment
Agency of the City of Seal Beach, Riverfront Redevelopment
Project, Tax Allocation Negotiable promissory Notes, Issue of
1975" 1 and
WHEREAS, subsection B of Section 17 of said Resolu-
tion No. 75-10 (As Amended), provides as follows:
"B. The Agency shall use its best ~fforts to sell
its tax allocation bonds in such time prior to the
maturity date of the Notes, so as to pay the same at
maturity. The form of the resolutions providing for
the issuance of such bonds is expected to be substan-
tially similar to the resolutions previously adopted."l
and
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WHEREAS, it now appears feasible, and the Agency
deems it necessary and desirable to authorize the issuance
of and to sell bonds of the Agency to retire the Notes and
to aid in the financing of a portion of the cost of the
Riverfront Redevelopment Project; and
WHEREAS, the purposes stated above will be accom-
plished by issuing at this time $4,000,000 tax alloca-
tion bonds pursuant to this Resolution, designated "Redevel-
opment Agency of the City of Seal Beach, Riverfront Redevel-
opment Project, Tax Allocation Bonds, Issue of 1978"
a portion of the proceeds of which will be set apart and
irrevocably segregated in a special trust fund (to be
invested in Federal Securities) in such principal amounts
which, together with other funds (to be invested in Federal
Securities) and the interest earnings on such investments,
will be sufficient to defease the liens and covenants
created by Resolution No. 75-10 (AS Amended) by insuring the
payment at maturity of the Notes on September 1, 1978.
NOW, THEREFORE, THE REDEVELOPMENT AGENCY OF THE
CITY OF SEAL BEACH DOES HEREBY RESOLVE, DETERMINE AND ORDER
AS FOLLOWS:
Section 1. Definitions. As used in this Resolu-
tion the following terms shall have the fOllowing meanings,
unless the context otherwise requires: .
(a) "Bond" or "Bonds" means the $4,000,000
principal amount of "Redevelopment Agency of the City of
Seal Beach, Riverfront Redevelopment project, Tax Allocation
Bonds, Issue of 1978", authorized by this Resolution.
(b) "Bondholder" or "Holder of Bonds", or any
similar term, means (i) any person who shall be the holder
of any Outstanding Bond payable to bearer, or (ii) the
registered owner or his duly authorized attorney, trustee,
representative or assign of any Outstanding Bond which
shall at the time be registered so as to be payable other
than to bearer. For the purpose of Bondholde~s' voting
rights or consents, Bonds owned by or held for the account
of the Agency or the City, directly or indirectly, shall
not be counted.
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(c)
"City" means the City of Seal Beach, Ca1i-
fornia.
(d) "Escrow Agreement" means that certain Escrow
Agreement by and between the Agency and the Fiscal Agent (and
Escrow Bank), appointed by the Agency pursuant to this Resolu-
tion, dated for convenience as of the date of the Bonds.
(e) "Federal Securities" means United States
Treasury Notes, bonds, bills, or certificates of indebted-
ness, or obligations for which the faith and credit of the
United States are pledged for the payment of principal and
interestl bonds, consolidated bonds, collateral trust deben-
tures, consolidated debentures, or other obligations issued by
federal land banks or federal intermediate credit banks estab-
lished under the Federal Farm Loan Act, as amended, and Farm
Credit Act of 1971, debentures and consolidated debentures
issued by the Central Bank for Cooperatives and banks for
cooperatives established under the Farm Credit Act of 1933, as
amended, and the Farm Credit Act of 1971, bonds or debentures
of the Federal Home Loan Bank Board established under the
Federal Home Loan Bank Act, bonds of any federal home loan bank
established under said Act and stocks, bonds, debentures,
participations and other obligations of or issued by the
Federal National Mortgage Association, the Student Loan Mar-
keting Association, the Government National Mortgage Associa-
ton and the Federal Home Loan Mortgage Corporationl and bonds,
notes or other obligations issued by the Federal Financing
Bank, the United States Postal Service, or issued or assumed by
the International Bank for Reconstruction and Development, the
Tennessee Valley Authority, the Inter-American Development
Bank, the Government Development Bank for Puerto Rico, or the
Asian Development Bank, or any other direct obligation of
the United States which may hereafter be provided by law for
the refinancing of the Bonds.
(f) "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
Reso1u tion.
(g) "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.
(h) "Independent Financial Consultant" or "Indepen-
dent Engineer" means any financial consultant or engineer or
firm of such consultants or engineers appointed by the Agency,
and who, or each of whom has a favorable reputation in the
field in which his opinion or certifi~ate will be given, and:
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(1) is in fact independent and not under domina-
tion of the AgencYl and
(2) does not have any substantial interest,
direct or indirect, with respect to the AgencYl 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.
(i) "Law" or "Redevelopment Law" means the
Community Redevelopment Law of the State of California as
appearing in Part I of Division 24 of the Health and Safety
Code of the State of California (commencing with Section
33000) as may be amended and supplemented and all future
acts supplemental thereto or amendatory thereof.
(j) "Maximum Annual Debt Service" means the largest
of the sums obtained for any Fiscal Year after the computation
is made, by totaling the following for each such Fiscal Year:
(1) The principal amount of all serial Bonds
and serial Parity Bonds payable in such Fiscal Year; and
(2) The amount of Minimum Sinking Fund Payments
for term Bonds and term Parity Bonds to be made in such Fiscal
Year in accordance with the applicable schedule 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 accord-
ance with the maturity schedule or schedules for the serial
Bonds and the 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 term Bonds and term
Parity Bonds already retired in advance of the above mentioned
schedule or schedules shall be deducted pro 'rjlta from the
remaining amounts thereon.
(k) "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 Reso-
lution or in any resolution providin~ for the issuance of term
Parity Bonds.
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(1) "Notes" means the $3,250,000 "Redevelopment
Agency of the City of Seal Beach, Riverfront Redevelopment
Project, Tax Allocation Negotiable promissory Notes, Issue
of 1975".
(m) "Opinion of Counsel" means a written opinion
of an attorney or firm of attorneys of favorable reputation
in the field of municipal bond law. Any opinion of such
counsel may be based upon, insofar as it 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 know, that
the certificate or opinion or representation with respect to
the matters upon which his opinion may be based, as aforesaid,
is erroneous.
(n) "Outstanding", when used with reference to
the Bonds, means, as of any particular date, the aggregate
of all Bonds authenticated and delivered under this Resolu-
tion, except:
(1) Bonds cancelled 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;
()) Bonds paid or deemed to be paid as
provided in Section 3.B; and
(4) Bonds in lieu of or in substitution for
which other Bonds shall have been authenticated and delivered
pursuant to this Resolution.
(0) "Parity Bonds" means any additional tax
allocation bonds (including, without limitation, bonds,
notes, interim certificates, debentures or other obligations)
payable out of Tax Revenues ranking on a parity with the
Bonds, issued by the Agency as permitted by 'Section 17 of
this Resolution. '
(p) "Paying Agent" means any paying agent provided
by the Agency pursuant to this Resolution.
(q) "Redevelopment Agency" or "Agency" means the
Redevelopment Agency of the City of Seal Beach, a redevelop-
ment 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 Law, and any
successor to its duties and functions.
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(r) "Redevelopment Plan" means the "Redevelopment
Plan for the Riverfront Redevelopment Project" approved and
adopted by the City by Ordinance No. 780, and includes any
amendment of the Redevelopment Plan heretofore or hereafter
made pursuant to law.
(s) "Redevelopment project" means the Riverfront
Redevelopment Project of the Agency.
(t) "Redevelopment project Area" means the project
area described and defined in the Redevelopment Plan.
(u) "Tax Revenues" means that portion of taxes
levied upon taxable property in the Redevelopment Project
Area and received by the Agency on or after April 2, 1969,
which is allocated to and paid into, a special fund of the
Agency pursuant to Article 6 of Chapter 6 of the Law and
Section 16 of Article XVI of the Constitution of the State
of California, all as more particularly set forth hereafter
in this Resolution.
(v) "Treasurer" or "Treasurer of the Agency" means
the officer who is then performing functions of Treasurer of
the Agency.
Section 2. Amount, Issuance and Purpose of Bonds.
Under and pursuant to the Law and under and pursuant to this
Resolution, Bonds of the Agency in the principal amount of
$4,000,000 are ,authorized to be issued by the Agency for
the corporate purposes of the Agency in aiding in the financing
of the Redevelopment Project and for other purposes related
thereto as hereinafter provided, including, without limitation,
defeasing the liens and covenants created by said Resolution
No. 75-10 (As Amended) providing for the issuance of the Notes,
by retirement of the Notes and for other purposes related to such
retirement as hereinafter provided, and such issue of Bonds is
hereby created. It is hereby determined and declared that the
issuance of the Bonds is necessary for the purposes herein
stated.
Witho~t limiting the generality of ~he foregoing,
such Bonds are issued, in part, for the retirement of
the Notes by providing funds for the payment of the principal
of and interest coming due on the Notes on September 1,
1978, and all expenses incident thereto and to the issuance
of these Bonds. The Notes were issued in 1975 in the
principal amount of $3,250,000. So far as material here,
the details of such issue are as follows:
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Name:
Redevelopment Agency of the City of
Seal Beach, Riverfront Redevelopment
Project, Tax Allocation Negotiable
Promissory Notes, Issue of 1975.
Dated:
September 1, 1975.
September 1, 1978.
Maturing:
Interest Rate:
7% payable semiannually on March
1st and September 1st.
Issuing
Resolution:
No. 75-10 (As Amended)
Resolution No. 75-10 (As Amended) is the basic author-
ity for the issuance of the Notes. Section 3 of said Resolution
No. 75-10 (As Amended) provides, in applicable part, as follows:
"Nothing in this Resolution shall preclude: (a) the
payment of said Notes from the proceeds of refunding notes,
bonds or other obligations issued pursuant to lawl or (b) the
payment of said Notes from any legally available funds of the
Agency. 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 Notes, the principal
and interest to become due thereon, together with any
applicable premium, through setting aside trust funds or
setting apart in a reserve fund or special trust account
created pursuant to this Resolution or otherwise, or
through the irrevocable segregation for that purpose in
some sinking fund or other fund or trust account with a
fiscal agent or otherwise moneys sufficient therefor,
including, but not limited to, interest earned or to be
earned on direct obligations of the Un1ted States of
America or bonds or other obligations for which the full
faith and credit of the United States is pledged, for the
payment of principal and interest, then the lien of this
Resolution, including, without limitation, the pledge of
the Tax Revenues, and all other rights granted hereby,
shall thereupon cease, terminate and become void and be
discharged and satisfied, and the Notes and interest
increments thereon and any applicable premium on such
Notes shall no longer be deemed ~o be outstanding and
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unpaid. 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 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 Resolu-
tion, which are not required for the payment or redemption
of Notes not theretofore surrendered for such payment or
redemption. "
Section 14 of said Resolution No. 75-10 (As Amended)
provides, in applicable part, as follows:
"As provided in the Redevelopment Plan pursuant to
Article 6 of Chapter 6 of the Law and Section 16 of Article
XVI of the Constitution of the State of California, taxes
levied upon taxable property in the Redevelopment Project
Area each year by or for the benefit of the State of Cali-
fornia, any city, county, city and county, district, or
other public corporation (hereinafter sometimes called
"taxing agencies") after the effective date of the Ordi-
nance approving the Redevelopment Plan (being Ordinance
No. 780 of the City of Seal Beach, which Ordinance became
effective on April 2, 1969) shall be divided as follows:
"(I) That portion of the taxes which would be pro-
duced by the rate upon which the tax is levied each year
by or for each of said taxing agencies upon the total sum
of the assessed value of the taxable property in the Re-
development Project Area as shown upon the assessment
roll used in connection with the taxation of such prop-
erty by such taxing agency last equalized prior to April 2,
1969 (being the effective date of the Ordinance above
referred to) shall be allocated to and when collected
shall be paid into the funds of the respective taxing
agencies as taxes by or for said taxing agencies on all
other property are paid; and
"(2) That portion of said levied taxes each year in
excess of such amount shall be allocated to and when col-
lected shall be paid into the Special Fund of the Agency.
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"The foregoing provisions of this section are a portion
of the provisions of said Article 6 as applied to the Notes
and shall be interpreted in accordance with said Article 6,
and the further provisions and definitions contained in said
Article 6 are hereby incorporated herein by reference and
shall apply.
"The Tax Revenues (except that portion which the Agency
may use pursuant to Sections 15 and 25 hereof for any pur-
pose authorized in said Article 6) are hereby allocated
and pledged in their entirety to the payment of the prin-
cipal of and int~rest on, and premium if any, said Notes
(including all Parity Notes) as in this Resolution provided,
and until all of said Notes (including all Parity Notes),
and all interest thereon, have been paid (or until moneys
for that purpose have been irrevocably set aside) the Tax
Revenues (subject to the exception set forth above) shall
be applied solely to the payment of said Notes (including
all Parity Notes) and the interest thereon as in this
Resolution provided. Such allocation and pledge is for
the exclusive benefit of the Holders of the Notes herein
authorized and shall be irrevocable."
Part of the proceeds of these Bonds shall be used by
the Agency in connection with other funds available for the
purpose of defeasing the liens on the Tax Revenues of the
Notes by retirement of the Notes so that, in accordance with the
above quoted Sections 3 and 14 of Resolution No. 75-10 (As
Amended), the lien of Resolution No. 75-10 (As Amended),
including, without limitation, the pledge of Tax Revenues,
shall thereupon cease, terminate and become void and be
discharged and satisfied, and the Notes and interest thereon
and any applicable premium on such Notes shall no longer be
deemed to be Outstanding and unpaid. In connection therewith:
(a) Section 13 hereof provides for a portion
of the proceeds of the sale of the Bonds to be deposited, along
with other available funds, in the Note Retirement Fund in a
sufficient sum to accomplish such defeasance. Upon delivery
of the Bonds hereunder, such sums are to be deposited and to
be used as provided in this Resolution and the Escrow Agreement.
(b) The Escrow Agreement shalf be as set forth
in a separate resolution and the Chairman of ~he Agency is
hereby authorized and directed to execute the Escrow Agree-
ment on behalf of the Agency.
(c) The Agency and/or the Fiscal Agent, as the
case may be, shall take all action necessary to call, pay,
redeem and retire the Notes, including, without limitation,
all actions required by this Resolution and the Escrow
Agreement.
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(d) Upon delivery of the Bonds, the Fiscal
Agent shall execute and deliver to the Agency all instruments
as may be desirable to evidence such release, discharge and
satisfaction of Resolution No. 75-10 (As Amended), and the
Fiscal Agent shall pay over and deliver to the Agency (as
set forth in this Resolution) all moneys and securities held
by it pursuant to said Resolution No. 75-10 (As Amended),
for such uses as are specified in this Resolution.
Section 3. Nature of Bonds. A. Security. The
Bonds shall be and are special obligations of the Agency and
are secured by an irrevocable pledge of, and are payable as
to principal, premiums, if any, and interest from Tax
Revenues and other funds as hereinafter provided. The
Bonds, premiums, if any, and interest are not a debt of the
City of Seal Beach, the State of California or any of its
political subdivisions and neither the City, said State nor
any of its political subdivisions is liable on them, nor in
any event shall the Bonds, premiums, if any, and interest be
payable out of any funds or properties other than those of
the Agency as in this Resolution set forth. The Bonds do
not constitue 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 Project
or upon the performance by anyone of his obligation relative
to the Redevelopment Project.
B. Defeasance. Nothing in this Resolution shall
preclude: (a) the payment of the Bonds from the proceeds of
refunding bonds issued pursuant to law; or (b) the payment
of the Bonds from any legally available funds. Nothing in
this Resolution shall prevent the Agency from making advances
of its own funds howsoever derived to any of the uses and
purposes mentioned in this Resolution.
If the Agency shall pay, or cause to be paid, or have
made provision to pay, upon maturity or upon redemption prior to
maturity to the Holders of the Bonds, the principal and interest
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to become due thereon, together with any applicable premium,
through setting aside trust funds or setting apart in a reserve
fund or special trust account created pursuant to this Resolution
or otherwise, or through the irrevocable segregation for that
purpose in some sinking fund or other fund or trust account with
a fiscal agent or otherwise moneys sufficient therefor, including,
without limitation, interest earned or to be earned on Federal
Securities, then the lien of this Resolution, including, without
limitation, the pledge of the Tax Revenues, and all other rights
granted hereby, shall thereupon cease, terminate and become void
and be discharged and satisfied, and the Bonds and interest
increment 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 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 and execute and deliver to the Agency all such
instruments as may be desirable to evidence such release,
discharge and satisfaction, and the Fiscal Agent shall pay
over or deliver to the Agency all moneys or securities held
by it pursuant to this Resolution which are not required for
the payment or redemption of Bonds not theretofore surrendered
for such payment or redemption. Provision shall be made by
the Agency, satisfactory to the Fiscal Agent, for the
publication, at least twice, at an interval of not less than
seven (7) days between publications, in a financial newspaper
or journal, of general circulation in New York, New York, of
a notice to the Holders of such Bonds that such moneys are
so available for such payment.
Section 4. Description of Bonds. The Bonds shall
be in the principal amount of $4,000,000 and shall be designated
RRedevelopment Agency of the City of Seal Beach, Riverfront
Redevelopment project, Tax Allocation Bonds, Issue of 1978."
The Bonds may be initially issued in the form of
Bearer Bonds in the denomination of $5,000 eabh, or in the
form of Fully Registered Bonds, in denominations of $5,000
each, or any multiple thereof. The Bearer Bonds shall be
dated as of March 1, 1978, and shall be numbered from
1 to BOO, both inclusive. The Bonds shall be part serial
Bonds and part term Bonds. The serial Bonds in the amount of
$1,545,000 shall mature in the following amounts on March
1, of the following years:
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Year of Maturity Amount Year of Maturity Amount
1981 $80,000 1990 $140,000
1982 85,000 1991 150,000
1983 90,000 1992 155,000
1984 95,000 1993 165,000
1985 105,000
1986 110,000
1987 115,000
1988 125,000
1989 130,000
The term Bonds in the principal amount of $2,455,000
shall mature on March 1, 2003.
II
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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 eight percent (8%) per annum, payable September
1, 1978, and thereafter semiannually on March 1 and September
1 of each year. Each such Bond shall bear interest until the
principal sum thereof has been paid; provided, however, that
if funds are available for the payment thereof in full
accordance with the terms of this Resolution, such Bond
shall then cease to bear interest. Interest coupons attached
to the Bearer Bonds shall be numbered in consecutive numerical
order from one (1) upwards in the order of their respective
maturities, and each coupon shall represent six (6) months'
interest on the Bearer Bond to which it is attached.
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The Fully Registered Bonds shall be numbered by the
Fiscal Agent as the Fiscal Agent shall determine and shall be
dated as of the date of authentication thereof, except that
Fully Registered Bonds issued upon exchanges and transfers of
Fully Registered Bonds and upon exchanges. 9f Bearer Bonds for
Fully Registered Bonds shall be dated so tnat no gain or loss
of interest shall result from such exchange or transfer. Each
Fully Registered Bond shall bear interest from the interest pay-
ment date next preceding the date thereof unless it is dated
prior to the first interest payment date, in which event it
shall bear interest from the date of the Bearer Bonds. Interest
on Fully Registered Bonds shall be paid by the Fiscal Agent (out
of the appropriate funds) by check or draft mailed to the regis-
tered owner at his address as it appears on the register kept
by the Fiscal Agent at the close of business on the fifteenth
day preceding the interest payment date.
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Section 6. Place of Payment. The Bonds, the interest
thereon and any premiums upon the redemption thereof prior
to maturity shall be payable in lawful money of the United
States of America and (except for interest on Fully Registered
Bonds which is payable by check or draft as stated above) shall
be payable at the principal office of the Fiscal Agent of
the Agency, in Los Angeles or San Francisco, California, or, at
the option of the Holder, at the office of any Paying Agent of
the Agency in Chicago, Illinois, New York, New York, or at the
office of any other Paying Agent designated by the Agency.
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Section 7. Forms of Bonds, Temporary Bonds. The
Bearer Bonds and the interest coupons appertaining thereto shall
be substantially in the form attached hereto and made a part hereof,
marked "Exhibit A" (Bearer Bond), and the Fully Registered
Bonds shall be substantially in the form attached hereto and
made a part hereof, marked "Exhibit Bn (Fully Reg istered Bond).
Such forms are hereby approved and adopted as the forms of such
Bonds, and of the coupons and redemption, exchange, registra-
tion and assignment provisions pertaining thereto, with necessary
or appropriate variations, omissions and insertions, as per-
mitted or required by this Resolution.
I
Any Bonds issued under this Resolution may be ini-
tially issued in temporary form exchangeable for definitive
Bond~ when the same are ready for delivery. The temporary
Bonds may be printed, lithographed or typewritten, shall be
of such denominations as may be determined by the Agency,
shall be without coupons and may contain such reference to
any of the provisions of this Resolution as may be appropri-
ate. 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 form and manner as
the definitive Fully Registered Bonds. If the Agency issues
temporary Bonds, it will execute and furnish definitive Bonds
without delay, and, thereupon, the temporary Bonds may be surrend-
ered for cancellation at the Corporate Agency Division of Bank
of America, National Trust and Savings Associations, Fiscal
Agent for the Agency in Los Angeles, California, and the Fiscal
Agent shall deliver in exchange for such temporary Bonds an
equal aggregate principal amount of definiti~e Bearer Bonds or
definitive Fully Registered Bonds without coupons of authorized
denominations of this same issue. Until so exchanged, the
temporary Bonds shall be entitled to the same benefits under this
Resolution as definitive Bonds of this same issue delivered
hereunder.
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Section 8. Execution of Bonds. The Bonds shall be
signed on behalf of the Agency by facsimile signature of its
Chairman and by manual signature of its Secretary, and the
seal of the Agency shall be impressed, imprinted or reproduced
thereon. The interest coupons on the Bonds shall be signed by
facsimile signature of the Secretary. The foregoing officers
are hereby authorized and directed to sign the Bonds and
coupons in accordance with this Section. If any Agency member
or officer whose manual or facsimile signature appears on the
Bonds or coupons ceases to be a member or officer before
delivery of the Bonds, such signature is as effective as if
such member had remained in office, and such Bonds shall be as
binding upon the Agency as though the person who signed such
Bonds had been such officer on the date of delivery of the Bonds.
Section 9. Types of Bonds, Registration and Exchange.
Two forms of Bonds have been provided: (1) those which are
negotiable by delivery, payable to bearer with negotiable coupons
(herein sometimes referred to as "Bearer Bonds"), and (2) those
which are issued to facilitate registration and so are issued as
Fully Registered Bonds payable to the registered owner (herein
sometimes referred to as "Fully Registered Bonds"), negotiable
only by proper transfer of registration.
The Bearer Bonds are not registrable by endorsement,
but may be exchanged for Fully Registered Bonds as provided
herein.
A Bearer Bond or Bearer Bonds may be registered by
exchanging the same for a Fully Registered Bond or Fully
Registered Bonds, as the case may be. A Bearer Bond or Bearer
Bonds and a Fully Registered Bond or Fully Registered Bonds may
be exchanged for a Fully Registered Bond or Fully Registered
Bonds. A Fully Registered Bond may be exchanged in whole for
Bearer Bonds or in part for such Bearer Bonds and the balance
for Fully Registered Bonds. Transfer of ownership of a Fully
Registered Bond or Fully Registered Bonds shall be made by
exchanging the same for a new Fully Registered Bond or Fully
Registered Bonds. All 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 day preceding any interest payment aate and such
interest payment date. Such exchanges shall be free of any
costs or charges to the person, firm or corporation requesting
such exchange, except for any tax or governmental charge that
may be imposed in connection with such exchange. Each Bearer
Bond issued pursuant to this Resolution shall be of the denomina-
tion of $5,000. Each Fully Registered Bond issued pursuant to
this Resolution shall be of a denomination which is $5,000 or a
multiple thereof, shall be of the same issue, and may be of one
or more interest rates and maturities.
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Section 10. Bond Register. The Fiscal Agent will
keep or cause to be kept at its principal office in Los Angeles
or San Francisco, California, sufficient books for the registra-
tion 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 register-
ed or transferred, on said register, the Bonds as herein provided.
Section 11. Redemption of Bonds Prior to Maturity.
A. Terms of Redemption. The Outstanding Bonds
shall or may, as the case may be, be called before maturity and
redeemed as follows:
(a) The Outstanding term Bonds shall be called
before maturity and redeemed, in whole or in part, from the
moneys representing minimum Sinking Fund Payments which have
been deposited hereunder into the Term Bond Sinking Fund
Account, on March 1, 1994, or on any interest payment date
thereafter prior to maturity. If less than all of the Bonds
Outstanding are to be redeemed at anyone time, the Bonds to be
redeemed shall be determined by lot. Bonds so 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, without premium.
(b) The Outstanding Bonds (serial or term) maturing
on or after March 1, 1989, 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 March 1, 1988, or on any interest payment
date thereafter prior to maturity. If less than all of the
Bonds Outstanding are to be redeemed at anyone time, the Bonds
to be redeemed shall be redeemed in inverse order of maturity
and within a maturity by lot. Bonds called for redemption
shall be redeemed at a redemption price for each redeemed Bond
equal to the principal amount thereof, plus the following
premium (percentage of principal amount) if redeemed on a
redemption date in the following years:
PREMIUMS AND REDEMPTION YEARS
FOR OPTIONAL CALL ;
Premium
Redemption Year
2 1/2%
2%
1 1/2%
1988
1989
1990
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1%
1/2%
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1991
1992
1993 to maturity
The interest payment date on which Bonds are to
be presented for redemption is herein sometimes called the
"redemption date".
B. Call for Redemption. The Agency may (and, if
required by any provision of this Resolution, shall) by resolu-
tion direct the call and redemption prior to maturity of Bonds
by the Fiscal Agent in such amounts as funds are available and
shall give notice to the Fiscal Agent of such redemption at least
sixty (60) days prior to the redemption date.
C. Notice of Redemption. Notice of redemption
prior to maturity (except as provided below) shall be given
(i) by publication at least once prior to the redemption date
in a financial newspaper or journal, printed in the English
language and customarily published on each business day, of
general circulation in New York, New York, such publication
to be not less than thirty (30) nor more than sixty (60)
days before such redemption date; and (ii) by mailing such
notice to the original purchasers of the Bonds by certified
mail at the last known address or addresses of the original
purchasers (in the case of a syndicate, to the manager thereof),
not less than thirty (30) nor more than sixty (60) days before
such redemption date. In the case of refunding, notice shall
also be given as provided in Section 3 hereof. If any Bond
called for redemption is a Fully Registered Bond, notice of
redemption thereof shall also be mailed, not less than thirty
(30) nor more than sixty (60) days prior to the redemption
date, to each registered owner of such Bond, and notice of
redemption shall also be mailed to any Bondholder who files his
name and address with the Fiscal Agent, in the event such
notice is pubished as aforesaid, for the purpose of receiving
such notice, but neither failure to mail such notice nor any
defect in any notice so mailed shall affect the sufficiency of
the proceedings for the redemption of any of the Bonds. The
notice of redemption shall (a) state the redemption date; (b)
state the redemption price; (c) state the numbers and date of
maturity of the Bonds to be redeemed; provided, however, that
whenever any call includes all of the Outstanding Bonds of any
maturity, the numbers of the Bonds need not be stated; (d)
require that Bearer Bonds be surrendered with all interest
coupons maturing subsequent to the redemption date at the place
or places of redemption; (e) state, as to any Fully Registered
Bonds redeemed in part only, the registered Bond numbers and
the principal portion thereof to be redeemed; and (f) state
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that interest on the principal portion of the Bonds so designa-
ted for redemption shall cease to accrue from and after such
redemption date and that on said 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). If, at the time of giving notice of redemption, no
Bonds are Outstanding except Fully Registered Bonds, publication
of such notice shall be deemed to have been waived if such
notice shall have been mailed by registered or certified mail
to each registered owner of such Bonds at his address as it
appears on the registration books or at such address as he may
have filed with the Fiscal Agent for that purpose;
The actual receipt by the Holder of any Bond of
notice of 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 Bearer Bond or
Fully Registered 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 he failed to actually
receive such notice of call for redemption.
D. Redemption Fund. Prior to the publication as
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, Issue of 1978, Redemption Fund"
(herein sometimes referred to as the "Redemption Fund"); and (iil
there shall be set aside in the Redemption Fund moneys for the
purpose and sufficient to redeem, at the premiums, if any,
payable as provided in this Resolution, the Bonds designated in
such notice of redemption. This provision shall not apply,
however, to a redemption made as part of ~ p~an of defeasance in
accordance with Section 3.B. Said moneys mus~ be set aside in
said Fund solely for that purpose and shall be applied on or after
the redemption date to the payment (principal and premium, if
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any) of the Bonds to be redeemed upon presentation and surrender
of such Bonds and (except as to Fully Registered Bonds) all
interest coupons maturing after the redemption date. Any
interest coupon due on or prior to the redemption date shall be
paid from the Special Fund upon presentation and surrender
thereof. Any interest due on or prior to the redemption date
upon Fully Registered Bonds shall be paid from the Special Fund.
Each Bearer Bond presented must have attached thereto or presented
therewith all interest coupons maturing after the redemption
date.
E. Partial Redemption of Fully Registered Bonds.
Upon surrender of any Fully Registered Bond redeemed in part
only, the Agency shall execute and the Fiscal Agent shall
authenticate and deliver to the registered owner thereof, at
the expense of the Agency, a new Bond or Bonds of authorized
denominations equal in aggregate principal amount to the
unredeemed portion of the Fully Registered Bond surrendered and
of the same interest rate or rates and same maturity or maturities,
which new Bond or Bonds may be, at the option of the registered
owner, either a Bearer Bond or Bearer Bonds with all unmatured
coupons appertaining thereto, or a Fully Registered Bond or
Fully Registered Bonds, or in part a Bearer Bond or Bearer Bonds
and the balance a Fully Registered Bond or Fully Registered
Bonds. The registered owner of any Fully Registered Bond may,
in lieu of surrendering such Bond for a new Bond, 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 prin-
cipal 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, so called for
redemption shall, on the redemption date, beqome due and
payable at the redemption price specified in ~uch notice,
interest on the Bonds, or parts thereof, as the case may be, so
called for redemption shall cease to accrue, the coupons for
interest thereon maturing subsequent to the redemption date
shall be void, and the Bonds, or parts thereof, as the case may
be, shall cease to be entitled to aqy 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, to also receive a new Bond or Bonds
for the unredeemed balance as aforesaid.
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All unpaid interest installments represented by
coupons which shall have matured on or prior to the redemption
date designated in such notice shall continue to be payable to
the respective Holders thereof but without interest thereon.
All Bonds, or parts thereof, as the case may be,
redeemed pursuant to the provisions of this Section and the
appurtenant coupons, if any, shall be cancelled upon surrender
thereof and delivery to, or upon the order of, the Agency.
Section 12., Funds. There is hereby continued by
this Resolution with the Treasurer the special trust fund
called the "Riverfront Redevelopment Project, Redevelopment
Fund" (herein sometimes referred to as the "Redevelopment
Fund") which was established by Resolution No. 75-10 (As
Amended) of the Agency. There is hereby continued by this
Resolution with the Fiscal Agent the special trust fund
called the "Riverfront Redevelopment Project, Special Fund"
(herein sometimes referred to as the "Special Fund"), which
was established by Resolution No. 75-10 (As Amended) of the
Agency.
There is hereby established in the Special Fund the
following special 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".
There is hereby continued with the Fiscal Agent a
special trust fund called the "Riverfront Redevelopment Project,
Tax Allocation Negotiable Promissory Notes, Issue of 1975,
Redemption Fund" (herein sometimes referred to as the "Note
Retirement Fund"). Such Note Retirement Fund shall be used
for no purposes other than those required or permitted by
this Resolution.
So long as any of the Bonds herein authorized, or
any interest thereon, remain unpaid, the moneys in the foregoing
Funds and Accounts shall be used for no purposes other than
those required or permitted by this Resolution, any resolution
providing for the issuance of Parity Bonds and the Law.
Section 13. Sale of Bonds, Disposition of Bond
Proceeds; Redevelopment Fund; Note Retirement Fund. The Agency
may provide by resolution for the sale of the Bonds in the manner
provided by the Law.
The Fiscal Agent, on behalf of and as agent for the
Agency, shall receive the proceeds from the sale of the Bonds,
upon the delivery of the Bonds to the purchasers thereof, and
shall disperse such proceeds and make transfers of other
applicable funds as follows:
(1) Transfer the existing available balance in the
Special Fund to the Note Retirement Fund.
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(2) place in the Note Retirement Fund such sum or
sums which, when added to the transfers made pursuant to (1)
above, will be sufficient, taking into account the interest to
be earned on any investment in Federal Securities as allowed
by the applicable Treasury Regulations, to implement the
retirement and payment of the Notes.
(3) Place accrued interest and premium, if any, paid
by the purchasers of the Bonds in the Special Fund in the Bond
Interest Payment Account.
(4) Place an amount equal to the Maximum Annual Debt
Service in the Special Fund in the Reserve Account.
(5) After the above transfers place the balance of
the proceeds from the sale of the Bonds in the Redevelopment Fund.
I
The moneys transferred to the Fiscal Agent and placed
in the Note Retirement Fund shall be held in trust to implement
the retirement and payment of the Notes and so defease the
Notes at maturity, taking into account both the principal amount
of such Federal Securities and the interest to become due thereon.
Calculations shall be diligently made and verified prior to the
delivery of the Bonds so that the proper amounts can be placed in
the Note Retirement Fund, but if, for any reason, the calculations
are delayed or some amounts have been inadvertently used incorrect-
ly, such calculation shall be diligently made as soon as possible
after issuance and delivery of the Bonds. Using such calculations,
an amount equal to the amount of such Federal Securities necessary
to implement the retirement and so pay the principal of and
interest on the Notes on September 1, 1978, shall be used for the
acquisition of such Federal Securities. To the extent required
by law (as determined by an Opinion of Counsel), such Federal
Securities shall be purchased from the issuer thereof or from any
governmental fiscal agent therefor. Any moneys remaining in the
Note Retirement Fund after the purchase of such Federal Securities
and deposit thereof under the Escrow Agreement shall be transfer-
red to the Redevelopment Fund and used for the purpose of paying
all expenses incident to the retirement and payment of the Notes
and the issuance of the Bonds, including, without limiting the
generality of the foregoing, all charges of the Fiscal Agent in
connection with this Resolution, and Fiscal'Agent and Escrow Bank
in connection with the Escrow Agreement, and for other corporate
purposes of the Agency. The Fiscal Agent shall withdraw moneys
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from the Note Retirement Fund to permit the payment without
default of the amounts described above for which the Note
Retirement Fund was established. Any moneys remaining in
the Note Retirement Fund, following the payment in full or
provision for payment in full of the aforementioned amounts,
shall be transferred to and placed in the Redevelopment Fund.
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 project and other costs
related thereto, and ~lso including in such costs:
(a) The payment, in any year during which the
Agency owns profperty in the Redevelopment project Area, to
any city, county, city and county, district or other public
corporation which would have levied a tax upon such property
had it not been exempt, an amount of money in lieu of taxes
as authorized by Section 33401 of the Lawl and
(b) The cost ~: any lawful purpose in connection
with the Redevelopment Project, including, without limitation,
Section 33445 of the Lawl and
(c)
Redevelopment
Section 33445
The necessary expenses in connection with
Project, including, without limitation,
of the Lawl and
the
If any sum remains in the Redevelopment Fund after
the full accomplishment of the objects and purposes for
which said Bonds were issued, said sum shall be transferred
to the Special Fund.
Section 14. Tax Revenues. As provided in the
Redevelopment Plan, pursuant to Article 6 of Chapter 6 of
the Law and Section 16 of Article XVI of the Constitution of
the State of California, taxes levied upon taxable property
in the Redevelopment project Area each year by or for the
benefit of the State of California, any city, county, city
and county, district, or other public corporation (herein
sometimes referred to as "taxing agencies"), for the original
Redevelopment Project Area, on or after the effective date
of the ordinance approving the Redevelopment ,Plan (being
Ordinance No. 780 of the City of Seal Beach, which ordinance
became effective on April 2, 1969), and, for the area added
to the original Project Area, on or after the effective date
of the ordinance approving the amendment to the Redevelopment
Plan (being Ordinance No. 983 of the City of Seal Beach,
which ordinance became effective on January 28, 1976), shall
be divided as follows:
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(1) That portion of the taxes which would be
produced by the rate upon which the tax is levied each
year by or for each of said taxing agencies upon the total
sum of the assessed value of the taxable property in the
Redevelopment projecct Area as shown upon the assessment
roll used in connection with the taxation of such property
by such taxing agency last equalized prior to the effective
date of the ordinances above referred to shall be allocated
to and when collected shall be paid into the funds of the
respective taxing agencies as taxes by or for said taxing
agencies on all other property are paid; and
(2) That portion of said levied taxes each
year in excess of such amount shall be allocated to and when
collected shall be paid into the special trust fund, herein
sometimes referred to as the "Redevelopment Fund," of the
Agency.
The foregoing provlslons of this section are a
portion of the provisions of said Article 6 as applied to
the Bonds and shall be interpreted in accordance with said
Article 6, and the further provisions and definitions
contained in said Article 6 are hereby incorporated herein
by referene and shall apply.
The Bonds are payable from and are secured by
a first lien upon and pledge of the Tax Revenues derived
from the project Area and Tax Revenues are hereby allocated to the
payment of the principal of premium, if any, and interest
on, the Bonds and all Parity Bonds as in this Resolution
provided, and until all of the Bonds and all Parity Bonds,
and all interest thereon, have been irrevocably set aside
such Tax Revenues shall be applied solely to the payment of
the Bonds and all 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 herein
authorized and shall be irrevocable. The Agency may,
however, use those portions of Tax Revenues pursuant to
Sections 15 and 17 hereof for any purpose authorized by said
Article 6.
No Tax Revenues shall be paid to the Fiscal Agent
hereunder when sufficient funds have been pl~ced with
the Fiscal Agent to redeem all Outstanding Bonds.
Section 15. Special Fund. The Treasurer shall,
from the first Tax Revenues available, transfer to the Fiscal
Agent an amount necessary to maintain the required balance
in each Fiscal Year in the Bond Interest Payment Account,
the Serial Bond Payment Account, the Term Bond Sinking Fund
Account and the Reserve Account for deposit into the Special
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Fund. The interest on the Bonds and Parity Bonds until
maturity shall be paid by the Fiscal Agent from the Special
Fund unless moneys for that purpose shall have been irrevocably
set aside as provided in Section 3.B. hereof. At the
maturity of the Bonds and any Parity Bonds and, after all
interest then due on the Bonds and Parity Bonds then Outstand-
ing has been paid, or provided for, moneys in the Special
Fund shall be applied to the payment of the principal of any
of such Bonds and Parity Bonds.
Without limiting the generality of the foregoing
and for the purpose of assuring that the payments referred
to above will be made as scheduled, the Tax Revenues accumu-
lated 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 said Account one (1) month prior to the date of
the payment of any installment of interest on the Bonds and
Parity Bonds shall be equal to six (6) months interest on
the 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 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 said Account one (1) month prior to the date of
payment thereof shall equal the next principal payment, or
payments, as the case may be, on the then Outstanding serial
Bonds 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. . ,
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(c) Term Bond Sinking Fund Account. For the
purpose of assuring an orderly retirement of the Bonds the
following is the schedule of Minimum Sinking Fund Payments
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so that the amounts set forth below can be used on March 1
of the year involved as set forth herein:
MINIMUM SINKING FUND PAYMENTS
Minimum Minimum
Year Payment Year Payment
1994 $175,000 1999 $250,000
1995 190,000 2000 265,000
1996 205,009 2001 285,000
1997 220,000 2002 305,000
1998 235,000 2003 325,000
Commencing on a date fourteen and one-half (14-1/2) months
prior to the first date set forth on the schedule of Minimum
Sinking Fund Payments set forth above, 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 said Account seventy-five (75) days prior to
the date the money in said 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 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 applic-
able 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 for redemption shall be made
in accordance with the provisions of Section 11 hereof.
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 by the Fiscal Agent at public or
private sale as and when and at such prices,as the Fiscal
Agent may in its discretion determine but only at prices
(including brokerage or other expe~ses) 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 inter~st payment date.
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May be paid, in whole or in part, from the Reserve Account.
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(d) Reserve Account. After the deposits 'have 'been
made pursuant to subparagraph (a) and subparagraphs (b) or (c)
above, whichever of subparagraphs (b) or (c) is applicable, if
the Tax Revenues are sufficient therefor, deposits shall next
be made into the Reserve Account so that the balance in said
Account shall equal the Maximum Annual Debt Service on all
Outstanding Bonds and Parity Bonds, and the balance in said
Account shall be so maintained to equal the Maximum Annual Debt
Service on all Outstanding Bonds and Parity Bonds. 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/or making Minimum Sinking Fund Payments on term 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 Fund to the appropriate Account. Moneys in the
Reserve Account may be used to pay the interest and/or principal
of the last Outstanding maturity of the Bonds and/or Parity Bonds
so that the issue of Bonds and/or Parity Bonds will be retired.
(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 the Reserve 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
deposits 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 required by
subparagraphs (a) and (b) and thereafter make the deposits
required by subparagraphs (c) and (d). If: (i) the above trans-
fers have been made so that the required amounts as of that time
are in the above mentioned Accounts and (ii) the Tax Revenues to
be received for the next Fiscal Year by the Agency, based upon 'the
most recent assessed valuation of taxable property in the Redevelop-
ment Project Area, furnished by the appropriate officer of the
County of Orange, are at least equal to Maximum Annual Debt Service
on all Bonds, Parity Bonds and any loans, ad~ances or indebtedness
payable from the Tax Revenues on a parity with the Bonds pursuant
to Section 33670 of the Law, all as shown by the certificate or
opinion of an Independent Engineer appointed by the Agency, any
surplus balances of Tax Revenues, or interest thereon, in the
Special Fund may be used and applied by the Agency for any lawful
purpose, including, without limitation, the purchase and/or call for
redemption of Bonds and Parity Bonds as set forth in subparagraph
(c) above. In the event that the Agency cannot meet the Maximum
Annual Debt Service test above set forth, any deficiency may be
supplied by reserving accumulated surplus of Tax Revenues, and the
remaining balances of Tax Revenues in the
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Special Fund may then be used and applied by the Agency
for any lawful purpose as stated above.
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Section 16. Deposit and Investment of Moneys in Funds.
Subject to the provisions of Covenant 9 of Section 18 hereof,
all moneys held by the Agency in the Redevelopment Fund and by
the Fiscal Agent in the Special Fund, except such moneys which
are at the time invested, shall be held in time or demand deposits
in any bank or trust company authorized to accept deposits of
public funds (including the banking department of the Fiscal Agent)
and shall be secured at all times by bonds or other obligations
which are authorized by law as security for public deposits, of a
market value at least equal to the amount required by law.
. Moneys in the Redevelopment Fund may from time to
time be 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 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 repre-
sented by the particular investment will be needed for withdrawal
from such Fund.
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(b) Moneys in the Bond Interest Payment Account,
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 Account, from matured obligations and other moneys already
in such Account, cash equal to the interest and principal payable
on such date. Moneys in the Reserve Account of the Special
Fund shall be invested only in marketable obligations which
will by their terms mature in not more than five (5) years.
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Obligations purchased as an investment of moneys
in either 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 th~reof 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 of such investment.
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Notwithstanding the foregoing, the investments of
the Note Retirement Fund in Federal Securities and the uses
thereof shall be as set forth in the Escrow Agreement.
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, in-
vestments in said fund or account.
Section 17. Issuance of Parity Bonds. If at
any time the Agency determines that it will not have suf-
ficient moneys availa~le from the sale of the Bonds and
other sources to pay the costs of the Redevelopment Project,
the Agency may provide for the issuance of, and sell, 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 Redevelopment
Project Area, plus, at the option of the Agency, the item here-
inafter 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 Revenue~ 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 t~e Agency. As
used herein, .construction in progress. means
construction for which a building permit has been
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 ~ sum at least equal to the
Maximum Annual Debt Service, as required by Section 15(d) hereof.
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(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.
Section 18., Covenants of the Agency. As long as
any Bonds or Parity Bonds are Outstanding and unpaid, the
Agency will (through its proper members, officers, agents or
employees) faithfully perform and abide by all of the covenants,
undertakings and provisions contained in this Resolution or
in any Bond or Parity Bond issued hereunder, including the
following Covenants and agreements for the benefit of the
Bondholders which are necessary, covenient and desirable to
secure the Bonds or Parity Bonds and will tend to make them more
marketable; provided, however, that said 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 Redevelop-
ment Project in accordance with its duty so to do under and
in accordance with the Law and the Redevelopment Plan and in
a sound and economical manner. The Redevelopment Plan may
be amended as provided in the Law but no amendment shall be
made which would substantially impair the security of the
Bonds or Parity Bonds or the rights of the Bondholders, as shown
by the certificate or opinion of an Independant Financial Consul-
tant appointed by the Agency.
Covenant 2. Use of Proceeds; Management and
Operation of Properties. The Agency covenants and agrees
that the proceeds of the sale of the Bonds or Parity 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 Redevelopment Project to be managed and operated in a sound
and businesslike 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
purport to have, any lien upon the Tax Revenues prior or
superior to the lien of the Bonds herein authorized and the
interest coupons appertaining thereto. Except as permitted
in Section 17 hereof, it will not issue any obligations, payable
as to 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 and the interest coupons apper-
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taining thereto; provided, however, that nothing in this Reso-
lution 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 or Parity Bonds, 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 and the interest coupons appertaining
thereto, or (iii) from issuing and selling bonds or other
obligations which are payable in whole or in part from sources
other than the Tax Revenues.
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
and Parity Bonds issued hereunder on the date, at the place and
in the manner provided in the Bonds and the interest coupons
appertaining thereto, 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 governmental charges which may lawfully be imposed
upon the Agency or any of the properties then owed by it in
the Redevelopment project Area, or upon the revenues and
income therefrom, and will pay all lawful claims for labor,
materials and supplies which if unpaid might become a lien
or charge upon any of said properties, revenues or income or
which might impair the security of the Bonds or the use of
Tax Revenues or other legally available funds to pay
the principal of and interest thereon, all to the end that
the priority and security of the Bonds shall be preserved;
provided, however, that nothing in this Covenant shall
require the Agency to make any such payment so long as
the Agency in good faith shall contest the validity thereof.
Covenant 6. Books and Accounts; Financial Statements.
The Agency covenants and agrees that it will at all times
keep, ,or cause to be kept, proper and curren~ books and
accounts (separate from all other records and accounts) in
which complete and accurate entries shall be made of all
transactions relating to the Redevelopment Project and the
Tax Revenues and other funds relating to the Redevelopment
Project, and will prepare within one hundred twenty (120) 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 project, 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
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Bondholder upon written request.
Covenant 7. Eminent Domain Proceedings. The Agency
covenants and agrees that if all or any part of the Redevelopment
Project Area should be taken from it, 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 will 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 S., Dis~osition of Property. The Agency
covenants and agrees that lt will not dispose of more than
ten percent (10%) of the land area in the Redevelopment Project
Area (except property shown in the Redevelopment Plan in effect
on the date this Resolution is adopted as planned for public use,
or property to be used for public streets, public offstreet
parking, sewage facilities, parks, easements or rights-of-way for
public utilities, or other similar uses) to public bodies or
other persons or entities whose property is tax exempt, if as a
result of such disposition the security of the Bonds or the
rights of Bondholders would be substantially impaired, as shown
by the certificate or opinion of an Independent Financial Consul-
tant appointed by the Agency.
Covenant 9. Protection of Security and Rights
of Bondholders, No Arbitrage. The Agency covenants and
agrees to preserve and protect the security of the Bonds and
the rights of the Bondholders and to 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 of issuance of the
Bonds. The Agency covenants and agrees to take no action which,
in the Opinion of Counsel, would result in the interest received
by the Bondholders becoming taxable under present 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 know, that the certificate or opinion or representa-
tion with respect to the matters upon which ~is opinion may be
based as aforesaid, is erroneous. AS used herein "Opinion of
Counsel" means a written opinion of an attorney or firm of
attorneys of favorable reputation in the field of municipal bond
law. The Agency hereby covenants to the purchasers of the
Bonds that it will make no use of the proceeds of the Bonds
at any time during the term thereof which, if such use had
been reasonably expected at the date the Bonds are issued,
would have caused such Bonds to be "arbitrage bonds" within
the meaning of Section 103(c) of the "United States Internal
Revenue Code of 1954, as amended, and applicable regulations
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adopted thereunder by the Internal Revenue Service, and the
Agency hereby assumes the obligation to comply with such Section
103(c) and such regulations throughout the term of the Bonds.
Section 19. Taxation of Leased Property. Whenever
any property in the Redevelopment Project Area has been
redeveloped and thereafter is leased by the Agency to any
person or persons (other than a public agency) or whenever
the Agency leases real property in the Redevelopment Project
Area to any person or persons (other than a public agency)
for redevelopment, the property shall be assessed and taxed
in the same manner as privately owned property, as required
by Section 33673 of the Law, and the lease or contract shall
provide (a) that the lessee shall pay taxes upon the assessed
value of the entire property and not merely upon the assessed
value of his or its leasehold interest, and (b) that if for
any reason the taxes levied on such property in any year
during the term of the lease or contract are less than the
taxes which would have been levied if the entire property
had been assessed and taxed in the same manner as privately
owned property, the lessee shall pay such ~ifference to the
Agency within thirty (30) days after the tci~~S for such
year become payable to the taxing agencies and in no event
later than the delinquency date of such taxes established by
law. Such payments shall be treated as Tax Revenues,
and when received by the Agency shall be deposited in the
Redevelopment 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 the Tax Revenues to be deposited in the Special Fund
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 c~pital and surplus of
at least fifty million dollars ($50,OOO,OOO)J 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 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
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Bonds authorized by this Resolution or any of the coupons
appurtenant thereto with the same rights it would have had
if it were not the Fiscal Agent.
The Fiscal Agent shall have no duty or obligation
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 or coupons, and shall incur no responsibility in
respect thereof, other than in connection with the duties or
obligations herein or in the Bonds assigned to or imposed
upon the Fiscal Agent. The Fiscal Agent shall not be liable
in connection with the performance of its duties hereunder,
except for its own negligence or default.
The Agency shall, during the life of the Bonds,
provide for Paying Agents, at least one in Chicago, Illinois,
and at least one in New York, New York, at the office of
which the Bonds and coupons are payable at the option of the
Holder.
Section 21. Lost, Stolen, Destroyed or Mutilated
Bonds or Coupons. In the event that any Bond or any interest
coupon appertaining thereto is lost, stolen, destroyed
or mutilated, the Agency will cause to be issued a new Bond
or coupon similar to the original to replace the same in
such manner and upon such reasonable terms and conditions,
including 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 prescr ibed by resolution.
The Agency may authorize such new Bond or coupon or coupons
to be signed and authenticated in such manner as it determines
in said resolution.
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Section 22. Cancellation of Bonds. All Bonds and
coupons surrendered to the Fiscal Agent or any Paying Agent for
payment shall upon payment therefor be cancelled immediately and
forthwith transmitted to the Treasurer or destroyed, at the
written request of the Treasurer. Any Bonds purchased by the
Fiscal Agent as aforesaid together with all unpaid interest
coupons appertaining thereto shall be cancelled immediately and
forthwith transmitted to the Treasurer. All of the cancelled
Bonds and interest coupons shall remain in the custody of the
Treasurer until destroyed pursuant to due authorization.
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Section 23. Amendments. This Resolution, and the
rights and obligations of the Agency and of the Holders of
the Bonds and coupons issued hereunder, may be modified or
amended at any time by supplemental resolution adopted by
the Agency: (a) without the consent of Bondholders, if such
modification or amendment is for the purpose of curing any
ambiguities, defects or inconsistent provisions in this Resolu-
tion 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, as shown
by the opinion of coupsel employed by the Agency and/or (b)
except as provided below, any other modification or amendment,
with the consent of Bondholders holding sixty percent (60%) in
aggregate principal amount of the Outstanding Bonds, exclusive
of Bonds, if any, owned by the Agency or the City, and obtained
as hereinafter set forth; provided, however, that no such
modification or amendment shall, without the express consent of
the Holder or registered owner of the Bond affected, reduce the
principal amount of any Bond, reduce the interest rate payable
thereon, extend its maturity or the times for paying interest
thereon or change the monetary medium in which principal
and interest is payable, or reduce the percentage of consent
required for amendment or modification.
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Any act done pursuant to a modification or amend-
ment so consented to shall be binding upon the Holders of
all of the Bonds and interest coupons, whether such coupons
be attached to Bonds or detached therefrom, and shall not be
deemed an infringement of any of the provisions of this
Resolution or of the 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 or holder of any interest
coupon, whether attached to a Bond or detached therefrom,
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.
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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 to which is desired.
B. Notice of Meeting. Notice specifying the
purpose, place, date and hour of such meeting shall be published
once in a financial newspaper or journal of general circulation
in New York, New York, such publication to be not less than sixty
(60) days nor more than ninety (90) days prior to the date fixed
for the meeting. Such notice shall s~t forth the nature of
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the proposed action consent to which is desired. If any of
the Bonds shall be so registered as to be payable otherwise
than to bearer, the Agency shall, on or before the publica-
tion of such notice, cause to be mailed a similar notIce,
postage prepaid, to the respective registered owners thereof
at their addresses appearing on the bond registry books in the
hands of the Fiscal Agent. Notice shall also be mailed to
each Bondholder who has filed his name and address with the
Fiscal Agent for this purpose. The place, date and hour
of holding such meeting and the date or dates of publishing
and mailing such notice shall be determined by the Agency in
its discretion.
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The actual receipt by 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 he failed to receive actual notice of such meeting.
I'
C. Voting Qualification. Bondholders may,
prior to any such meeting, deliver their Bonds to the Fiscal
Agent and shall thereupon be entitled to receive an appro-
priate receipt for the Bonds so deposited, calling for the
redelivery of such Bonds 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 register-
ed owners of Bonds, with a statement of the maturities and
serial numbers of the 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 or
unless they shall produce the Bonds upon which they desire to
vote, or a certificate of deposit thereof as above provided.
D. Issuer-Owned Bonds. The Agency covenants
that it will present at the meeting a certificate, signee
and verified by one member thereof and by the Treasurer,
stating the maturities and serial numbers of all Bonds owned
by, or held for account of, the Agency or the City, directly
or indirectly. No person shall be permitted at the meeting
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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 sometimes 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 meeting
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 he 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 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 the 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 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 constitue a
contract between the Agency and the Bondholders and the
provisions thereof shall be enforceable by any Bondholder
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for the equal benefit and protection of all Bondholders
similarly situated by mandamus, accounting, mandatory injunc-
tion 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. Said contract is made under and is to be
construed in accordance with the laws of the State of
California.
No remedy conferred hereby upon any Bondholder is
intended to be exclusive of any other remedy, but each such
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 said 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 said suit, action or proceeding be abandoned, or
be determined adversely to the Bondholders, then, and in every
such case, the Agency and the Bondholders shall be restored to
their former positions, rights and remedies as if such suit,
action or proceeding had not been brought or taken.
After the issuance and delivery of the Bonds,
this Resolution, and any supplemental resolutions hereto,
shall be irrepealable, but shall be subject to modification
or amendment to the extent and in the manner provided in
this Resolution, but to no greater extent and in no other
manner.
CUSIP identification numbers will 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 .pfficers or
agents thereof because of or on account of saId numbers.
Any error or omission with respect to said numbers, shall
not constitute cause for refusal by the successful bidder to
accept delivery of and pay for the Bonds.
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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
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 unconstitutional, invalid or
unenforceable, said duties shall be performed by the Treasurer.
Section 26. Effective Date.
take effect upon adoption.
ADOPTED AND APPROVED the ~day
This Resolution shall
of ';;;"".tP;ey,
1978.
~L
Chairman 0
Agency of
g/t-
e Redevelo
e City of S
ent
1 Beach
Attest:
[SEAL]
of the Redevelopment
the City of Seal Beach
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STATE OF CALIFORNIA )
COUNTY OF ORANGE )
CITY OF SEAL BEACH )
SECRETARY'S CERTIFICATE
RE ADOPTION OF RESOLUTION
ss.
I, Jerdys T. Weir, Secretary of the Redevelop-
ment Agency of the City of Seal Beach, California, DO HEREBY
CERTIFY that the foregoing Resolution was duly adopted by
the said Ag~~at a REtBtl.U::fle. meeting of said Agency
held on the _ day of FeseuA~ ' 1978, and that
the same was passed and adopted by he following vote, to
wit:
AYES:
Members:t7~~~^" ~~, ~~DB~~)
USX,LO, kId/~
Membe r s: /IIDN&'
Members: /IIDNet'
NOES:
ABSENT:
S tary f the Redevelopment Agency
the City of Seal Beach, California
[SEAL]
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss.
CITY OF SEAL BEACH )
SECRETARY'S CERTIFICATE
OF AUTHENTICATION
I, Jerdys T. Weir, Secretary of the Redevelopment
Agency of the City of Seal Beach, California, DO HEREBY
CERTIFY that the above and foregoing is a full, true and
correct copy of Resolution No. 713 -3 of said Agency and
that said Resolution was adopted at the time and by the vote
stated on the above certificate, and has not been amended or
repealed.
.
etary of t e Redevelopment Agency
the City of Seal Beach, California
":;;.tULA-e'1 ,,:;~ /978
Date
[SEAL]
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EXHIBIT A
[FORM OF BEARER 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 1978
No. $5,000
The Redevelopment Agency of the City of Seal
Beach (herein sometimes referred to as the "Agency"), a public
body, corporate and politic, duly organized and existing
under the laws of the State of California, for value received,
hereby promises to pay (but solely from the funds hereinafter
mentioned) to the bearer hereof on ,
, upon presentation and surrender of this Bond, the
sum of FIVE THOUSAND DOLLARS ($5,000), with interest thereon
(payable solely from said funds) from the date hereof at the
rate of % per annum, interest payable, 1978, and thereafter
semiannually on and of each and every year
until this Bond is paid, upon presentation and surrender of
the respective interest coupons hereto attached; provided,
however, that if at the maturity date of this Bond funds are
available for payment thereof, as provided in the Resolution
hereinafter mentioned, this Bond shall then cease to bear
interest. Both principal and interest and any premium upon
the redemption prior to maturity are payable in lawful money
of the United States of America at the Corporate Agency
Division of Bank of America National Trust and Savings
Association, Fiscal Agent for the Agency, in Los Angeles or
San Francisco, California, or, at the option of the Holder
hereof, at the office of any Paying, Agent of the Agency in
Chicago, Illinois, or 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 St~te of California
or any of its political subdivisions, and ne~ther the City,
said State, nor any of its political subdivisions is liable
hereon, nor in any event shall this Bond, said interest or
said premium be payable out of any funds or properties other
than the funds of the Agency as set forth in the Resolution
hereinafter mentioned. This Bond does not constitute an
indebtedness within the meaning of any constitutional or
statutory debt limitation or restriction. Neither the
members of the Agency nor any persons executing this Bond
are liable personally on this Bond by reason of its issuance.
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This Bond is one of a duly authorized issue of Bonds of
the Agency designated "Redevelopment Agency of the City of Seal
Beach, Riverfront Redevelopment project, Tax Allocation Bonds,
Issue of 1978" (herein sometimes referred to as 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 Constitution and laws of the State of California and particu-
larly the Community Redevelopment Law (Part 1 of Division 24 of
the Health and Safety Code of the State of California) for
the corporate purposes of the Agency in aiding in the financing
of the Redevelopment Project above designated, and are authorized
by and issued pursuant to Resolution No. , adopted by the
Agency on , (said Resolution No.' being herein
sometimes 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 Holder hereof and of the coupons
attached hereto 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 Holders of the Bonds and coupons, may (with
certain exceptions as stated in the Resolution) be modified or
amended with the consent of the Holders of sixty per cent (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, or inconsistent provisions
in the Resolution, or to insert such provisions clarifying
matters or questions arising under the Resolution, provided that
such modification or amendment does not adversely affect the
rights of the Bondholders, 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 parti-
cularly set forth in the Resolution. The Resolution is
adopted under and this Bond is issued under ~nd is to be
construed in accordance with the laws of the State of
California.
The outstanding Bonds, or any of them, mayor
shall, as the case may be, be called before maturity and
redeemed as follows:
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(a) The outstanding Term Bonds maturing
shall be called before maturity and redeemed, in whole or in
part, from the money which has been deposited into the Term
Bond Sinking Fund Account, on , or on any interest
payment date thereafter prior to maturity. If less than all the
Bonds outstanding are to be redeemed at anyone time, the Bonds
to be redeemed shall be determined by lot. Bonds so 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, without premium. Failure to
make the Minimum Sinking Fund Payments to the Term Bond Sinking
Fund Account shall not be an event of default if the Tax Revenues
are insufficient therefor.
,
(b) 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. 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 (percentage of
principal amount) if redeemed on a redemption date in the
following years:
PREMIUMS AND REDEMPTION YEARS FOR OPTIONAL CALL
Premium
Redemption
Year
Redemption
Year
Premium
Notice of call for redemption pr ior to matur'i.ty shall be
given as provided in the Resolution. Notice of any redemption
shall be published in a financial newspaper or journal, printed
in the English language and customarily published on each
business day, of general circulation in New York, New York,
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as provided in the Resolution. Such notice will also be mailed
to the original purchasers of the Bonds (in the case of a syndi-
cate, to the manager thereof) and the Holders of any registered
Bonds, but will not be mailed to the Holders of coupon Bonds in
bearer for~, except that notice shall also be mailed to any such
Bondholder who files his name and address with the Fiscal Agent
for the purpose of receiving such notice. If, at the time of
giving notice of redemption, no Bonds are Outstanding except
Fully Registered Bonds, publication of such notice shall be
deemed to have been waived if such notice shall have been mailed
by registered or certified mail to each registered owner of such
Bonds at such address as he may have filed with the Fiscal Agent
for that purpose. In the event notice is published as required
by the Resolution neither failure to mail such notice nor any
defect in any notice so mailed shall effect the sufficiency of
the proceedings for the redemption of any of the Bonds.
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.
This Bond and the coupons hereto attached are
negotiable instruments and shall be negotiable by delivery.
This Bond (issued in the form of a bearer bond and herein
sometimes referred to as "Bearer Bond") is not registrable
by endorsement but may be exchanged for a Fully Registered
Bond as provided in the Resolution. Fully Registered Bonds
may be exchanged for a like aggregate principal amount
of Bearer Bonds of the same issue, bearing all unmatured
coupons or for a like aggregate principal amount of Fully
Registered Bonds of other authorized denominations, or in
part for Bearer Bonds and the balance for Fully Registered
Bonds of the same issue and Bearer Bonds bearing all
unmatured coupons may be exchanged for a like aggregate
principal amount of Fully Registered Bonds of authorized
denominations of the same issue, all as more fully set forth
in the Resolution; provided, however, no such exchange shall
be made between the fifteenth day preceding any interest
payment date and such interest payment date. Such exchange
shall be free of any costs or charges to the ,person, firm or
corporation requesting such exchange, except 'for any tax or
governmental charge that may be imposed in connection with
such exchange.
It is hereby recited, certified and declared
that any and all acts, conditions and things required to
exist, to happen and to be performed precedent to and in the
issuance of this Bond exist, have happened and have been
performed in due time, form and mann~r as required by the
Constitution and laws of the State of California.
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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
manual signature of its Secretary, and the seal of the
Agency to be imprinted hereon, and the interest coupons
hereto attached to be signed by the facsimile signature of
said Secretary and this Bond to be dated as of the first day
of
"
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the
Chairman of the Redevelopment
Agency of the City of Seal Beach
(SEAL)
Secretary of the Redevelopment
Agency of the City of Seal Beach
[COUPON FORM]
On the first day of
the Redevelopment Agency of the City of Seal Beach 'will
pay to bearer, at the Corporate Agency Division of Bank of
America National Trust and Savings Association, Fiscal
Agent for the Agency, in Los Angeles or San Francisco,
California, or at the option of the Holder hereof, at the
office of any Paying Agent of the Agency in New York,
New York, or Chicago, Illinois, solely out of the funds
mentioned in the Bond to which this coupon is attached, the
sum shown hereon in lawful money of the United States of
America, being the interest then due on its "Redevelop-
ment Agency of the City of Seal Beach, Riverfront
Redevelopment Project, Tax Allocation Bond, Issue of
1978".
Dated
"
,
Secretary of the Redevelopment
Agency of the City of Seal Beach
-43-
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Coupon No.
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EXHIBIT B
[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 1978
Fully Registered Bond
No.R
I
The Redevelopment Agency of the City of Seal
Beach, (herein sometimes referred to as the "Agency"), a public
body, corporate and politic, duly organized and existing under
the laws of thz State of California, for value received, hereby
promises to pay :but solely from the funds hereinafter mentioned)
to or registered assigns (herein
sometimes referred to as "registered owner"), (subject to the right
of prior redemption hereinafter mentioned, the principal sum of
Dollars ($ ), being Bonds maturing
as follows:
Maturity Date
Amount
Interest Rate
,~
and to pay such registered owner by check or draft mailed
thereto, at his address as it appears on the register kept
by the Fiscal Agent at the close of business on the fifteenth
day preceding the interest payment date, interest on
such principal sum from the interest payment date next
preceding the date hereof (unless the date hereof is prior
to , in which event from )
until the principal hereof shall have been paid or provided
for in accordance with the Resolution hereinafter referred
to, at the rate or rates above indicated, payable
and thereafter 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 the Corporate Agency Division
of Bank of America National Trust and Savings Association,
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Fiscal Agent for the Agency, in Los Angeles or San Francisco,
California, or, at the option of the Registered Owner hereof, at
the office of any Paying Agent of the Agency in Chicago, Illinois,
or 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 said City,
said State, nor any of its political subdivisions is liable
hereon, nor in any event shall this Bond, said interest or
said premium be payable out of any funds or properties other
than the funds of the Agency as set forth in the Resolution
hereinafter mentioned. This Bond does not constitute an
indebtedness within the meaning of any constitutional or
statutory debt limitation or restriction. Neither the
members of the Agency nor any persons executing this Bond
are liable personally on this Bond by reason of its issuance.
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 1978" (herein sometimes referred to as 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 Constitution and laws of the State of California and particu-
larly the Community Redevelopment Law (Part I of Division 24 of
the Health and Safety Code of the State of California) for the
corporate purposes of the Agency in aiding in the financing of a
portion of the cost of the Redevelopment Project above designated,
and are authorized by and issued pursuant to Resolution No.
, adopted by the Agency on , (said Resolution No.
being herein sometimes 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 provi-
sions of the Resolution. In the manner provided in the Resolu-
tion, the Resolution and the rights and oblxgations 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, or inconsistent provisions in
the Resolution or to insert such provisions clarifying matters
or questions arising under the Resolution, provided that such
modification or or amendment does not adversely affect the rights
of the Bondholders, in which case no Bondholder's consent is
required.
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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 set forth in the Resolution. The Resolu-
tion is adopted under and this Bond is issued under and is
to be construed in accordance with the laws of the State
of Cal ifornia.
The outstanding Bonds, or any of them, mayor shall,
as the case may be, be called before maturity and redeemed
as follows: '
(a) The'outstanding Term Bonds maturing
shall be called before maturity and redeemed, in whole or in
part, from the money which has been deposited into the Term
Bond Sinking Fund Account, on , or on any interest
payment date thereafter prior to maturity. If less than all the
Bonds outstanding are to be redeemed at anyone time, the Bonds
to be redeemed shall be determined by lot. Bonds so 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, without premium. Failure
to make the Minimum Sinking fund payments to the Term Bond
Sinking Fund Account shall not be an event of default if the Tax
Revenues are insufficient therefor.
,
(b) 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. 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 (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
Premium
Redemption
Year
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Notice of call for redemption prior to maturity shall be given as
provided in the Resolution. Notice of any redemption shall be
published in a financial newspaper or journal, printed in the
English language and customarily published on each business day,
of general circulation in New York, New York, as provided in the
Resolution. Such notice will also be mailed to the original pur-
chasers of the Bonds (in the case of a syndicate, to the manager
thereof) and the Holders of any registered Bonds, but will not be
mailed to the Holders of coupon Bonds in bearer form, except that
notice shall also be mailed to any such Bondholder who files his
name and address with the Fiscal Agent for the purpose of receiving
such notice. If, at the time of giving notice of redemption, no
Bonds are Outstanding except Fully Registered Bonds, publication
of such notice shall be deemed to have been waived if such notice
shall have been mailed by registered or certified mail to each
registered owner of such Bonds at his address as he may have
filed with the Fiscal Agent for that purpose. In the event
notice is published as required by the Resolution neither failure
to mail such notice, nor any defect in any notice or mailed shall
affect the sufficiency of the proceedings for the redemption of
any of the Bonds.
The actual receipt by the Holder of any Bond of notice
of such redemption shall not be a condition precedent to redemp-
tion, 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.
This Bond is issued in fully registered form (herein
sometimes referred to as "Fully Registered Bond") and is nego-
tiable only by proper transfer of registration. This Bond may
be exchanged for a like aggregate principal amount of Bearer
Bonds of the same issue, bearing all unmatured coupons or for
a like aggregate principal amount of Fully Registered Bonds of
other authorized denominations or in part for Bearer Bonds and
the balance for Fully Registered Bonds, of the same issue, and
Bearer Bonds bearing all unmatured coupons may be exchanged for a
like aggregate principal amount of Fully Registered Bonds of
authorized denominations of the same issue, all as more fully set
forth in the Resolution. This Bond is transferable by the regis-
tered owner hereof, in person or by his attorney duly authorized
in writing, at the principal office of the F~scal Agent in Los
Angeles or San Francisco, 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.
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The Agency, the Fiscal Agent and any Paying Agent
may treat the registered owner hereof as the absolute owner
hereof for all purposes, and the Agency, the Fiscal Agent and any
Paying Agent shall not be affected by any notice to the contrary.
The Bond shall not be entitled to any benefit under
the Resolution, or become valid or obligatory for any purpose,
until the certificate of authentication hereon endorsed shall
have been signed by the Fiscal Agent.
It is hereby recited, certified and declared
that any and all acts, conditions and things required to
exist, to happen and to be performed precedent to and in the
issuance of this Bond exist, have happened and have been
performed in due time, form and manner as required by the
Constitution and laws of the State of California.
IN WITNESS WHEREOF, the 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 signautre of its Secretary and the seal of the Agency to
be imprinted hereon, all as of the ____ day of
Chairman of the Redevelopment
Agency of the City of Seal Beach
(SEAL)
Secretary of the Redevelopment
Agency of the City of Seal Beach
[FORM OF CERTIFICATE OF AUTHENTICATION
ON FULLY REGISTERED BONDS]
This is one of the Fully Registered Bonds described
in the within-mentioned Resolution. !
,Fiscal Agent
By
Authorized Officer
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[FORM OF ENDORSEMENT ON FULLY REGISTERED BONDS]
This Fully Registered Bond (issued in fully
registered form without coupons) is issued in lieu of or in
exchange for Bearer Bond(s) of this issue of the denomination
of $5,000, each not contemporaneously oustanding, aggregating
the face value hereof; and Bearer Bonds of this same issue
and of the denomination of $5,000 will be issued in exchange
for this Bond in the manner, with the effect and under the
terms and conditions stated on the face of the Bond and in
the Resolution referred to therein.
[FORM OF ASSIGNMENT OF FULLY REGISTERED BONDS]
For value received
hereby sells, assigns and transfers unto
the within-mentioned Bond and hereby
irrevocably constitutes and appoints
, attorney, to transfer the same 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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