HomeMy WebLinkAboutRDA Res 75-10 1975-08-11
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RESOLUTION NO. 15-/()
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RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF SEAL BEACH
AUTHORIZING THE ISSUANCE OF $3,250,000 PRINCIPAL AMOUNT OF TAX ALLOCA.
TION NEGOTIABLE PROMISSORY NOTES, ISSUE OF 1975, OF SAID AGENCY TO
AID IN THE FINANCING OF A REDEVELOPMENT PROJECT KNOWN AS THE
RIVERFRONT REDEVELOPMENT PROJECT.
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TABLE OF CONTENTS
l'Bae /
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Recitals 1 (
Resolving Clause 1
Section:
1, Definitions 1
~ 2, Amount, Issuance and Purpose of Notes 2
3, Nature of Notes 2
4, Description of Notes 3
5, Interest 3
6, Place of Payment , 4
7, Forms of Notes, Temporary Notes 4
8, Execution of Notes 4
1 9, Types of Notes, Registration and Exchange 4
10, Note Register 5
11, Redemption of Notes Prior to Maturity 5
A, Tenus of Redemption 5
B, Call for Redemption 5
C, Notice of Redemption 5
D, Redemption Fund 6
E, Partial Redemption of Fully Registered Notes 6
F, Effect of Redemption 7
12, Funds 7
13, Sale of Notes, Disposition of Note Proceeds; Redevelopment Fund 7
14, Tax Revenues 8
15, Special Fund 9
16, Deposit and Investment of Moneys in Funds 9
17, Issuance of Parity Notes 10
18, Covenants of the Agency 10
I, Complete Redevelopment Project; Amendment to
Redevelopment Plan , , 11
I 2, Use of Proceeds of Notes; Management and Operation of Properties 11
3, No Priority 11
4, Punctual Payment 11
5, Payment of Taxes and Other Charges 11
6, Books and Accounts; Financial Statements 11
7, Eminent Domain Proceeds 12
8, Disposition of Property 12
9, Protection of Security and Rights of Noteholders; No Arbitrage 12
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19, Taxation of Leased Property 12
20, Fiscal Agent and Paying Agents 13
21, Lost, Destroyed or Mutilated Notes 13
22, Cancellation of Notes 14
23, Amendments 14
A, Calling Noteholders' Meeting 14
B, Notice of Meeting 14
C, Voting Qualifications 15
D, Issuer-Owned Notes 15
E. Quorum and Procedure 15
F, Vote Required 15
24, Proceedings Constitute Contract 15
I 25, Consolidation Agreement and Resolution No, 74-4 16
26, Severability 16
27, Effective Date 17
Exhibit A (Form of Bearer Note) 19
Exhibit B (Form of Fully Registered Note) 22
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RESOLUTION NO.
15-10 "
RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF SEAL BEACH
AUTHORIZING THE ISSUANCE OF $3,250,000 PRINCIPAL AMOUNT OF TAX ALLOCATION
NEGOTIABLE PROMISSORY NOTES, ISSUE OF 1975, OF SAID AGENCY TO AID IN THE
FlNANCING OF A REDEVELOPMENT PROJECT KNOWN AS THE RIVERFRONT REDE-
VELOPMENT PROJECT.
WHEREAS, the Redevelopment Agency of the City of Seal Beach ( "Agency") is a redevelopment
agency (a public body, corporate and politic) duly created, established and authorized to transact
business and exercise its powers, all under and pursuant to the Communitr 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 such Agency include the power to issue notes for any of its corporate
purposes; and
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WHEREAS, a Redevelopment Plan for a redevelopment project known and designated as the
"Riverfront Redevelopment Project" has been adopted and approved and all requirements of law for
and precedent to the adoption and approval of said Redevelopment Plan have been duly complied
with; and
WHEREAS, the issuance of note.. at this time is necessary to enable the Agency to accomplish the
purposes of the Redevelopment Plan;
NOW, THEREFORE, THE REDEVELOPMENT AGENCY OF THE CITY OF SEAL BEACH
DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS:
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Section 1, Definitions. As used in this Resolution the following terms shall have the following
meanings, unless the context otherwise requires:
(a) "City" means the City of Seal Beach, California,
(b) "Fiscal Agent" means the fiscal agent appointed by the Agency pursuant to Section 20
hereof, its successors and assigns, and any other corporation or association which may at any
time be substitnted in its place, as provided in this Resolution,
(c) "Fiscal Year" means the year period beginning on July 1st and ending on the next
following June 30th,
( d) "Independent Financial ConsultanC and "Independent Engineer" mean 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 certificate will be
given, and:
(1) is in fact independent and not under domination of the Agency; and
(2) does not have any substantial interest, direct or indirect, with the Agency; and
(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,
(e) "Law or "Redevelopment Law means the Community Redevelopment Law of the
State of California as cited in the recitals hereof,
(f) "Original Underwriter" means the firm or /inns that originally purchases the Notes from
the Agency, For the purpose of giving approvals, consents and the like under this Resolution,
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if there is more than one firm involved, the firm selected to give such approvals, consents and the
like shall be set forth in the bidding documents,
(g) "Notes" means the $3,250,000 principal amount of tax allocation negotiable promissory
notes authorized by this Resolution,
(h) "Noteholder" or "Holder of Notes", or any similar term, means any person who shall be
the holder of any outstanding Note: (i) payable to bearer, or (ii) the registered owner or his
duly authorized attorney, trustee, rcpresentative, or assigns of any outstanding Note which shall
at the time be registered so as to be payable other than to bearer, For the purpose of Note-
holders' voting rights or consents, Notes owned by or held for the account of the Agency, or
the City, directly or indirectly, shall not be counted,
(i) "Parity Notes" means any additional tax allocation notes (including. without limitation.
bonds, notes, interim certificates, debentures or other obligations) issued by the Agency as
permitted by Section 17 of this Resolution,
(j) "Paying Agent" means any paying agent provided by the Agency pursuant to this
Resolution,
(k) "Rcdevelopment Agency" or "Agency" means thc Redevelopment Agency of the City
of Seal Beach,
(I) "Redevelopment Plan" means the "Redevelopment Plan for the Riverfront Redevel-
opment Project" approved and adopted by the City by Ordinance No, 780, and includes any
amendment of said Redevelopment Plan heretofore or hereafter made pursuant to law,
(m) "Redevelopment Project" means the Riverfront Redevelopment Project of the Agency,
(n) "Redevelopment Project Area" means the project area described and defined in said
Redevelopment Plan,
(0) "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 (as in this Resolution created) 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 sct forth hereafter in this Rcsolution,
(p) "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 Notes. Under and pursuant to said Law and under
and pursuant to this Resolution, Notes of the Agency in the principal amount of $3,250,000 shall
be issued by the Agency for the corporate purposes of the Agency aiding in the financing of the
Redevelopment Project and for other purposes related thereto as hereinafter provided, and SUcll issue
of Notes is hereby created,
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Section 3, Nature of Notes, The Notes shall be and are special obligations of the Agency and
are secured by an irrevocable pledge of, and are payable as to principal, interest and premiums, if any,
from Tax Revenues and other funds as hcreinafter provided, Said Notes. interest and premiums, if
any, 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 on them, nor in any event
shall said Notes, interest and premiums, if any, be payable out of any funds or properties other than
those of the Agency as in this Resolution set forth, Said Notes do not constitute an indebtedness within
the meaning of any constitutional or statutory debt limitation or restriction, Neither the members of
the Agency nor any persons executing the Notes are liable personally on the Notes by reason of their
issuance,
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Said Notes shall he and are equally secured hy 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 said Notes is not and shall not be dependent upon the completion of the Redevelop-
ment Project or upon the perfonnance by anyone of his obligation relative to the Redevelopment
Project.
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 law; 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,
H 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 United States of America or bonds or other
obligations for which the full faith and credit of the United States is pledged, for the payment of
principal and interest, then the lien of this Resolution, including, without limitation, the pledge of the
Tax Revenues, and all other rights granted hereby. shall thereupon cease, tenninate 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 deemcd to be outstanding and 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 /iled 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 Resolution, which are not required
for the payment or redemption of Notes not theretofore surrendered for such payment or redemption,
Section 4, Description of Notes. The Notes shall be issued in the principal amount of $3,250,000
and shall be designated REDEVELOPMENT AGENCY OF THE CITY OF SEAL BEACH, RIVER-
FRONT REDEVELOPMENT PROJECT, TAX ALLOCATION NEGOTIABLE PROMISSORY
NOTES, ISSUE OF 1975, Thc Notes may be initially issued in the form of Bearer Notes in the
denomination of $5,000 each, or in the form of Fully Regi_tered Notes, in denominations of $5,000
each or any multiple thereof, The Bearer Notes shall be dated as of September 1, 1975. and sball be
nwnbered from 1 to 650, Tbe Notes shall be tenn Notes maturing on September 1, 1978,
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Section 5, Interest, Said Notes shall bear interest at a rate to be hereafter fixed by resolution,
but not to exceed eight percent (8%) per annum, payable semiannually on March 1 and September 1
of each year, Each such Note 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 tenns
of this Resolution, said Note shall then cease to bear interest, Interest coupons attached to the Bearer
Notes shall be numbered in consecutive numerical order from one (1) upwards in the order of their
respective maturities,
The Fully Registered Notes shall be numbered by the Fiscal Agent as the Fiscal Agent shall
detennine and shall be dated as of the date of authentication thereof, except that Fully Registered
Notes issued upon exchanges and transfers of Fully Registered Notes and upon exchanges of Bearer
Notes for Fully Registered Notes shall be dated so that no gain or loss of interest shall result from
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such exchange or transfer, Each Fully Registered Note shall bear interest from the interest payment
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 Notes, Interest on Fully Registered Notes
shall be paid by the Fiscal Agent (out of the appropriate funds) by check or draft mailed to the
registered 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,
Section 6, Place of Payment. The Notes, the interest thereon and any premiums upon the redemp-
tion thereof prior to maturity shall be payable in lawful money of the United States of America
and (except for interest on Fully Registered Notes which is payable by check or draft as stated above)
shall be payable at the Corporate Agency Division of Bank of America National Trust and Savings
Association, Fiscal Agent of the Agency, in Los Angeles, California, or, at the option of the holder,
at the office of any Paying Agent of the Agency in New York, N ew York, or Chicago, Illinois,
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Section 7, Forms of Notes, Temporary Notes. The Bearer Notes and the interest coupons pertain.
ing thereto shall be negotiable and shall be substantially in the fonn annexed hereto and made a part
bereof, marked "Exhibit A" (Bearer Note), and the Fully Registered Notes shall be substantially in the
form annexed hereto and made a part hereof, marked "Exhibit B" (Fully Reb>1stered Note), Such forms
are hereby approved and adopted as the forms of such Notes, and of the coupons and redemption,
exchange, registration and assignment provisions pertaining thereto, with necessary or appropriate
variations, omissions and insertions, as permitted or required by this Resolution,
Any Notes issued under this Resolution may be initially issued in temporary form exchangeable for
definitive Notes when the same are ready for delivery, The temporary Notes may be printed, litho-
graphed or typewritten, shall be of such denominations as may be detennined by the Agency, shall be
without coupons and may contain such rcference to any of the provisions of this Resolution as may
be appropriate, Every temporary Note shall be executed by thc Agcncy and be issued by the Fiscal
Agent upon the same conditions and in substantially thc same form and manner as the definitive
Fully Registered Notes, If the Agency issues temporary Notes, it will execute and furnish definitive
Notes without delay, and, thereupon, the temporary Notes may be surrendered for cancellation at the
Corporate Agency Division of the Bank of Amcrica National Trust and Savings Association, Fiscal
Agent for the Agency, in Los Angeles, Califomia, and the Fiscal Agent shall deliver in exchange for
such temporary Notes an equal aggregate principal amount of definitive Bearer Notes or definitive
Fully Registered Notes without coupons of authorized denominations of this same issue, Until so
exchanged, the temporary Notes shall be entitled to the same benefit. under this Resolution as definitive
Notes of this same issue delivered hereunder,
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Section 8, Execution of Notes. The Notes shall be signed on behalf of the Agency by its Chairman
by his facsimile signature and by its Secretary by his manual signature, and the seal of the Agency
shall be impressed. imprinted or reproduced thereon, The interest coupons on said Notes shall be signed
by said Secretary by his facsimile signature, The foregoing officers are hereby authorized and directed
to sign said Notes and coupons in accordance with this section, If any Agency member or officer
whose manual or facsimile signature appears on said Notes or coupons ceases to be such member
or officer before delivery of said Notes, his signature is as effective as if he had remained in office,
Section 9, Types of Notes, Registration and Exchange. To facilitate registration of the Notes,
two forms of Notes have bcen provided: (1) those which shall be initially issued and which are in
negotiable form. payable to bearer with negotiable coupons (herein sometimes referred to as "Bearer
Notes), and (2) those which are issued to facilitate registration and so are issued as non-negotiable
Fully Registered Notes payable to the registered owner (herein sometimes referred to as "Fully Regis-
tered Notes"), The Bearer Notes are not registrable by endorsement, but may be exchanged for Fully
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Registered Notes as provided herein, A Bearer Note or Bearer Notes may be registered by exchanging
the same for a Fully Registered Note or Fully Registered Notes, as the ease may be, A Bearer
Note or Bearer Notes and a Fully Registered Note or Fully Registered Notes may be exchanged
for a Fully Registered Note or FuJly Registered Notes, A Fully Registered Note may be exchanged
in whole for Bearer Notes or in part for such Bearer Notes and the balance for Fully Registered Notes,
Transfer of ownership of a Fully Registered Note or Fully Registered Notes shall be made by exchang-
ing the same for a new Fully Registered Note or Fully Registered Notes, 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 Ilfteenth day preceding any interest payment date and such interest payment date, Such exchanges
shall be free of any costs or charges to the person, fino or corporation requesting such exchange, except
for any tax or governmental charge that may be imposed in connection with such exchange, Each
Bearer Note issued pursuant to this Resolution shall be of the denomination of $5.000, Each Fully Reg-
istered Note 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, Note Register. The Fiscal Agent will keep or cause to be kept at its principal
office in the City of Los Angeles, California, sofficient books for the registration and transfer of the
Notes, which shall at all times be open to inspection by the Agency; and, upon presentation for
such purpose, the Fiscal Agent shall, under such reasonable regulations as it may prescribe, register
or transfer or cause to be registered or transferred. on said register, said Notes as hereinbefore provided,
Section 11, Redemption of Notes Prior to Maturity.
A, Terms of Redemption, The outstanding Notes, or any of them, may be called before maturity
and redeemed at the option of the Agency, from any source of funds, on March 1, 1976, or on
any interest payment date thereafter prior to maturity, If less than all of the Notes outstanding are
to be redeemed at anyone time, the Notes to be redeemed shall be determined by lot The interest
payment date on which Notes are to be presented for redemption is herein sometimes called the
"redemption date",
Notes called for redemption shall be redeemed at a redemption price for each redeemed Note
equal to the principal amount thereof, plus the following premium (percentage of par value) if
redeemed on the following redemption dates:
PREMIUMS AND REDEMPTION DATES
Redemption Date
Premium
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March 1, 1976 ,
September 1, 1976
March 1, 1977
September 1, 1977
March 1, 1978
1 %
1 %
%.%
%.%
'h%
B, Call for Redemption, The Agency may (and, if required by Section 15 hereof, shall) by
resolution direct the call and redemption prior to maturity of Notes (which are by their terms then
callable for redemption) by the Fiscal Agent in such amounts as funds are available to redeem at
least $25,000 thereof 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 by publication at least once prior to the redemption date in a financial newspaper or
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journal, printed in the English language and customarily published on each business day, of general
circulation in the City of New York, New York, such publication to be not less than thirty (30) nor
more than sixty (60) days before such redemption date, If any Note called for redemption is a Fully
Registered Note, 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 Note, 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 Notes, The notice of redemption shaIl (a) state the
redemption date; (b) state the redemption price; (c) state the numbers and date of maturity of the
Notes to be redeemed; provided, however, that whenever any call includes all of the outstanding
Notes of any maturity, the numbers of the Notes need not be stated; (d) require that Bearer Notes
be surrendered with all intere.t coupons maturing subsequent to the redemption date at the place
or places of redemption; (e) state, as to any Fully Registered Notes redeemed in part only, the regis-
tered note numbers and the principal portion thereof to be redeemed; and (f) state that interest on the
principal portion of the Notes so designated 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 said Notes
the principal amount thereof to be redeemed, mterest 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 Notes are ontstanding except Fully Registered Notes. 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 Notcs 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 Note of notice of such redemption shall not be a
condition precedent to redemption, and failure to rcceive such notice shall not affect the validity of
the proceedings for the redemption of such Notes or the cessation of interest on the redemption date,
Notice of redemption of Notes shall bc 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 Noteholder whose Bearer Note or Fully Registered
Note 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 failod to actually receive such notice of call and redemption,
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D, Redemption Fund, Prior to the publication as above required, the Fiscal Agent shall establish.
maintain and hold in trust a separate fund which is he,-eby created for the purpose of this Resolution
entitled "Riverfront Redevelopment Project, T,,-x Allocation Negotiable Promissory Notes, Issue of
1975. Redemption Fund" (hereinafter referred to as "Redemption Fund"); and there shall be set
aside in the Redemption Fund moneys for the purpose aud sufficient to redeem, at the premiums,
if any, payable as provided in this Resolution, the Notes desiguated in such notice of redemption,
Said moneys must be set aside in said Fund solely for that purpose and shaIl be applied on or after
the redemption date to the payment (principal and premium, if any) of the Notes to be redeemed
upon presentation and surrender of such Notes and (except as to Fully Registered Notes) 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 Notes shall be paid from said Special
Fund, Each Bearer Note presented must have attached thereto or presented therewith all interest
coupons maturing after the redemption date,
E. Partial Redemptinn of Fully Registered Notes, Upon surrender of any Fully Registered Note
redeemed in part only, the Agency shall execute and the Fiscal Agent shaIl authenticate and deliver
to the registered owner thereof, at the expense of the Agency, a new Note or Notes of authorized
denominations equal in aggregate principal amount to the unredeemed portion of the Fully Registered
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Note surrendered and of the same interest rate and same maturity or maturities, which new Note or
Notes may be, at the option of the registered owner, either a Bearer Note or Bearer Notes with
all matured conpons appertaining thereto or a Fully Registered Note or Fully Registered Notes or
in part a Bearer Note or Bearer Notes and the balan~'C a Fully Registered Note or Fully Registered
Notes, The registered owner of any Fully Registered Note may, in lieu of surrendering such Note for
a new Note, endorse on the reverse of such Fully Registered Note 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 registercd 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 upou the reverse of such Fully Registered Note by such
registered owner and irrespective of any error or omission in such endorsement,
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F, Effect of Redemption, Notice of Redemption having been duly given as aforesaid, and moncys
for payment of the principal of and interest and premiums, if any, payable upon redemption of the
Notes being set aside in the Redemption Fund, the Notes, or parts thereof, as the case may be, so
called for redemption shall, on the redemption date, become due and payable at the redemption price
specified in such notice, interest on the Notes, or parts thereof, as the case may be, so ~...lIed for
redemption shall cease to accrue, the coupons for interest thereon maturing subsequent to thc
redemption date shall be void. and said Notes. .)r parts thereof. as the case may be, shall cease to bc
entitled to any lien. benefit or se~'llrity under this Resolution, and the Holders of said Notes shall have
no rights in respect thereof except to receive payment of the redemption price thereof, and, in the ease
of partial redemption of Fully Registered Notes, to also receive a new Note or Notes for the un-
redeemed balance as aforesaid,
All unpaid interest installments represented by coupons which shall have matured on or prior to
the date of redemption designated in such notice shall ~'Ontinue to be payable to the respective Holders
thereof but without intcrest thereon,
All Notes, or parts thereof, as the case may bc, redeemed pursuant to the provisions of this Section
and the appurtenant coupons, if any, shall be cancelled UpOIl surrender thereof and delivered to, or
upon the order of, the Agency,
Section 12, Funds, There is hereby created with the Treasurer a special trust fund called the
"Rivcrfront Redevelopment Project. Redevelopment Fund" (hereinafter sometimes called the "Redevcl-
opment Fund"), There is hereby created with the Fiscal Agent a special trust fund called the "River-
front Redevelopment Project, Special Fund" (hereinafter sometimes called the "Special Fund"),
There is hcreby established in the Special FWld a special trust account called the "Note Interest
Reserve Account",
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So long as any of the Notes herein authorized, or any interest thereon, remain unpaid, the moneys
in the foregoing Funds and Accounts shall be used for no purpose other than those required or per-
mitted by this Resolution, any resolution providing for the issuance of Parity Notes and the Law,
Section 13, Sale of Notes, Disposition of Note Proceeds; Redevelopment Fund, The Agency may
provide by resolution for the salc of the Notes in the manner provided by the Law,
The proceeds from the sale of the Notes shall be placed in the Redevelopment Fund, except
that: (i) accrued intercst and prcmium. if any, paid by the purchasers of the Notes, and (ii) a sum.
equal to two (2) years' interest from the date of the Notes, shall be transferred to the Fiscal Agent
and placed in the Special Fund, The sum refcrred to above (equal to accrued interest and premium,
if any, and two (2) years' interest from the date of the Notes) shall be placed in a special account
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called the Note Interest Reserve Account and shall he a reserve for the payment of interest on the
Notes and Parity Notes, and shall be so used to the extent that the Tax Revenues are insufficient
therefor, and any portion not so used shall be transferred to the Redevelopment Fund,
The moneys set aside and placed in the Redevelopment Fund shall remain therein until from
time to time expended solely for the purpose of Rnancing a portion of the cost of the Redevelopment
Project and other costs related thereto, and also including in such costs:
(a) The payment, in any year during which the Agency owns property in the Redevelop-
ment Project Area, to any city, county, city and county, district or other publio 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 Law;
(b) The cost of any lawful purpose in connection with the Project. including, without limita-
tion, Section 33445 of the Law; and
(c) The necessary e.~penses in colmection with the issuance and sale of the Notes and fees
of the Fiscal Agent and Paying Agents,
If any sum remains in the Redevelopment Fund after the full accomplishment of the objects
and purposes for which said Notes were issuod, said sum shall be transferred to the Special Fund,
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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 Rcdevelopment Project Area each year by or for the benellt
of the State of Califomia, any city. county, city and ~'Ounty, district, or other public corporation
(hereinafter sometimes called "taxing agencies") after the eftcctive 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) shall be divided as follows:
(I) That portion of the taxcs 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 taxahle property in the Redevelopn1ent Project Area as shown upon the assessment
roll used in connection with the taxation of such property by such taxing agency last equalized
prior to 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 arc 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 Fund of the Agency,
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 purpose authorized in said Article 6) are hereby allocated and pledged in their entirety
to the payment of the principal of and interest 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 bc 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,
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Section 15, All Tax Revenues shall be deposited in the Special Fund, except that prior to
such deposit, certain payments shall be made &om such Tax Revenues by the Agency pursuant to: (i)
that certain Consolidation Agreement dated May 10, 1972, (hereinafter referred to as "Consolidation
Agreement"), and (il) Resolution No, 74-4 of the Agency,
The interest on the Notes and Parity Notes for the flrst four interest payment dates shall be
paid by the Fiscal Agent from the Note Interest Reserve Account, and thereafter the interest on the
Notes and Parity Notes until maturity shall be paid by the Fiscal Agent &om the Special Fund,
At the maturity of any Notes and any Parity Notes, and, after all interest thcn due on the Notes and
Parity Notes then outstanding has been paid or provided for, mOlleys in the Special Fund shall be
applied to the payment of the principal of any of such Notes and Parity Notes,
The Fiscal Agent, on July 1st and January 1st of each year, commencing January 1, 1976,
shall ascertain the balance in the Special Fund, and that portion of said balance (excluding any amounts
in the Note Interest Reserve Account) which is in excess of the amount of interest and principal to
become due on the then outstanding Notes and Parity Notes on the next two (2) interest payment
dates may be used and applied by the Fiscal Agent to purchase outstanding Notes and Parity Notes
in the manner hereinafter provided, and any remainder of said moncys so available to purchase Notes
and Parity Notes but which is not used to purchase Notes and Parity Notes may (and. if sufficient to
redeem at least $25.000 principal amount of outstanding Notes and Parity Notes, shall) be used and
applied by the Fiscal Agent, if any of the Notes and Parity Notes are then callable, to call and redeem
the largest principal amount of outstanding Notes and Parity Notes which can be called (including the
payment of the applicable premium thereon) with the moneys available therefor, Any such call and
redemption shall be made in accordance with the provisions of Section 11 hereof,
Purchases of outstanding Notes 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 expenses) not more than par plus accrued interest plus the premiwn
applicable at the next following call date according to the schedules applicable thereto. and any accrued
interest payable upon the purchase of Notes may be paid from the amounts reserved in the Special Fund
for the payment of interest on the next following interest date, Any Notes so purchased together with all
unpaid interest coupons pertaining thereto shall be cancelled by the Fiscal Agent fqrtbwith and
surrendered to the Agency and shall not be reissued,
The previous provisions of this section for the determination on July 1 and January 1 of each
year of the amount of moneys in the Special Fund available for purchase or redemption of Notes
shall not prevent the Fiscal Agent from purchasing Notes with moneys in the Special Fund in the manner
hereinbefore provided at any other time or times during any year but any such purchases (except for
accrued interest) shall be made only with the portion of the balance in said fund (excluding any amounts
in the Note Interest Reserve Account) which is in excess of the amount of interest to become due on
the then outstanding Notes and Parity Notes on the next two (2) interest payment dates,
I
Section 16, Deposit and Invesbnent 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 trnst 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 seL'Urity 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 shal~ be invested by the
Fiscal Agent as provided by the Law, subject to the following restrictions:
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are necessary, convenient and desirable to secure the Notes 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 Pro;ect; Amendment to Redevelopment Plan, The
Agency covenants and agrees that it will diligently carry out and continue to completion, with all
practicable dispatch, the Redevelopment 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 further amended but no such further amendment shall be made
which would substantially impair the security of the Notes or the rights of the Noteholders, as
shown by the certificate or opinion of an Independent Financial Consultant,
Covenant 2, Use of Proceew. at Nates; Management and Operation of Properties, The Agency
covenants and agrees that the proceeds of the sale of said Notes will be deposited and used as
provided in this Resolution and that it will manage and operate all properties owned by it and
comprising any part of the Redevelopment Project in a sound and businesslike manner,
1
Covenant 3, No Priority, The Agency covenants and agrees that it will not issue any obliga-
tions 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 Notes herein authorized and the
interest coupons pertaining thereto, Except as pennitted in Section 17 hereof, 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 on a parity with the Notes herein authorized and the interest
coupons pertaining thereto; provided. however, that nothing in this Resolution shall prevent the
Agency (i) from issuing and selling pursuant to law refunding notes. bonds or other refunding
obligations payable from and having any lawful lien upon the Tax Revenues, if such refunding
notes, bonds or other refunding obligations are issued for the purpose of, and are sufficient for the
purpose of, refunding all of the Notes authorized by this Resolution and then outstanding, or (il)
from issuing and selling notes, bonds or other obligations which have. or purport to have, any lien
upon the Tax Revenues which in each year is junior to the Notes herein authorized and the interest
coupons pertaining thereto, or (iii) from issuing and selling notes, bonds or other obligations which
are payable in whole or in part from sources other than the Tax Revenues,
I
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 Notes issued here-
under on the date, at the place and in the manner provided in said Notes and the interest coupons
pertaining thereto,
Covenant 5, Payment of Taxes and Other Charges, The Agency covenants and agrees that
it will from time to time pay and discharge, or cause to be paid and discharged, all payments in
lieu of taxes, service charges. w.sessments or other governmental charges which may lawfolly be
imposed upon the Agency or any of the properties then owned by it in the Redevelopment Project
Area. or upon the revenues and income therefrom and will pay all lawful claims for labor, material
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 Notes 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 said Notes shall be preserved; provided that nothing in this Covenant shall require
the Agency to make any such payment sO long as the Agency in good faith shall contest the
validity thereof,
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 current books and accounts (separate
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(a) Moneys in the Redevelopment Fund shall be invested only in obligations which will by
their terms mature not later than six (6) months after the datc the Agency estimates the moneys
represented by the particular investment will be needed for withdrawal from such fund,
(b) Moneys in the Special Fund shall be invested only in obligations which will by their terms
maturc on such dates as to insure that before each interest payment date there will be in such fund,
from matured obligations and othcr moneys already in such fund, cash equal to the interest and
principal payable on such date,
Obligations purchased as an investment of moneys in either of said funds shall be deemed at all
times to be a part of such fund and the interest accruing thereon and any gain realized from such
investment shall be credited to such fund IUld any loss resulting from any such authorized investment
shall be charged to such fund without liability to thc Agcncy or the members and officers thereof or to
the Fiscal Agent. The Agency or the Fiscal Agent, as the case may be, shall sell at the best price
obtainable or present for redemption any obligation so purchased whenevcr it shall be necessary to do
so in order to provide moneys to meet any paymcnt of transfer from such fund as required by this
Resolution, For the purpose of detelmining at any given time the balance in any such fund, any such
investment constituting a part of such fund shall be valued at the then estimated or appraised market
value of such investment,
I
Section 17, Issuance of Parity Notes. A, If at any time the Agency determines that it will not
have sufficient moneys available from the sale of the Notes and other sources to pay the costs of the
Redevelopment Project. thc Agcncy may provide for the issuance of and sell Parity Notes in such
principal amount as it estimates will be needed for such purpose, The issuance and sale of any Parity
Notes shall be subject to the following conditions precedent:
(a) The Agency shall be in compliance with all covenants set forth in this Resolution,
(b) The Parity Notes shall be on such terms and conditions as may be set forth in a Supple-
mental Resolution,
(c) The issuance of such Parity Notes shall have been recommended by an opinion of an
Independent Financial Consultant, concurred in by the Original Underwriter,
B, The Agency shall use its best efforts 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, In such effort or efforts to sell the tax
allocation bonds, the AgenL'Y's Independent Financial Consultant shall consult with the Original
Underwriter as to the structuring of the issue or issues involved so that a successful sale can be
accomplished, The form of the resolutions providing for the issuance of such bonds is expected to
be substantially similar to the resolutions previously adopted,
C, Should the Agency's efforts to sell such bonds be unsuccessful, a new issue of tax allocation
negotiable promissory notes may be issued and sold to retire the Notes,
D, Nothing in this Resolution shall preclude: (a) the payment of said Notes from the proceeds of
refunding notes, bonds or other obligations issued pursnant to law; or (b) the payment of said Notes
from any legally available funds of the Agency, Nothing in this Resolntion shall prevent the Agency
from making advances of its own funds howsoever derived to any of the nses and purposes mentioned
in this Resolution,
Section 18, Covenants of the Agency. As long as the Notes 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 Note issued
hereunder, including the following Covenants and agreements for the beneflt of the Noteholders which
6.2,002-2-6
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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 said Project, and will prepare within 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 state-
ment or statements to any Noteholder upon written request.
Covenant 7, Eminent Domain Proceeds, The Agency covenants and agrees that if all or any
part of the Redevelopment Project Area should be taken from it 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 AgenL'Y therefrom will be deposited in the Special
Fund and used and applied for the purpose of paying principal of and interest on said Notes as in
this Resolution provided,
1
Covenant 8, Disposition of Property, The Agency covenants and agrees that it will not
dispose of property in the Redevelopment Project Area (except property shown in the Redevelop-
ment Plan in effect on the date this Resolution is adopted as planned for public use, or property to
be used for public streets, public off-street parking, sewage facilities, 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, H, in the opinion of an Independent Financial Consultant, as a result of
such disposition, the security of the Notes or the rights of Noteholders would be substantially
impaired,
I
Covenant 9, ProteL1ion of Security ancl Rights of Noteholders; No Arbitrage, Tbe Agency
covenants and agrees to prc~erve and protect the security of the Notes and the rights of the
Noteholders and defend their rights under all claims and demands of all persons, The Agency
covenants and agree. 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 Noteholders
is taxable under federal income tax laws, The Agency covenants and agrees to take no action
which, in the opinion of connsel, would result in the interest received by the Noteholders becoming
taxable under federal income tax laws, Any opinion of such counsel may be based upon, insofar
as it relates to factual matters, information which i, in the possession of the Agency as shown
by a certificate or opinion of, or representation by, an officer or officers of the Agency, unless such
counsel knows, or in the exercise of reasonable care should have known, that the certificate or
opinion or representation with respect to the matters upon which his opinion may be based, as
aforesaid, is erroneous, As used herein .opinion of counsel" means a written opinion of an attorney
or finn of attorneys of favorable reputation in the field of municipal bond law, The Agency hereby
covenants to the purchasers of the Notes that it will make no use of the proceeds of the Notes at
any time during the term thereof which, if such use had been reasonably expected at the date the
Notes are issued, would have caused such Notes to be "arbitrage bonds" within the meaning of
Section I03(d) of the United States Internal Revenue Code of 1954, as amended, and applicable
regulations adopted thereunder by the Internal Revenue Service. and the Agency hereby assumes
the obligation to comply with such Section 103(d) and such regulations throughout the tenn of
the Notes,
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,
6.2,002-2-6
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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
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 shaIl pay such difference to the Agency
within thirty (30) days after the taxes for such year become payable to the taxing agencies and in no
event later than the delinquency date of such taxes established by law, All such payments shaIl be
treated as Tax Revenues, and when received by the Agency shall be deposited in the Special Fund,
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Section 20, Fiscal Agent and Paying Agents, The Agency hereby appoints the Bank of America
National Trust and Savings Association as Fiscal Agent to act as the agent and depositary of the
Agency for the purpose of receiving Tax Revenues and other funds as provided in this Resolution, to
hold, allocate, use and apply such Tax Revenues and other funds 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 the City of Los Angeles, having a combined capital and surplus
of at least $50,000,000, The Fiscal Agent so 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 shaIl 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, A Fiscal Agent may become the owner of any of the Notes 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 coIlection of or to
exercise diligence in the enforcement of the coIlection of funds assigned to it hereunder, or as to the
correctness of any amounts received, but its liability shaIl 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 Notes shaIl be
taken as statements, promises, covenants and agreements ot 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 Notes or coupons, and shall incur no responsibility in respect
thereof, other than in connection with the duties or obligations herein or in the Notes 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 Notes, 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 Notes and coupons are
payable at the option of the Holder,
I
Section 21, Lost, Destroyed or Mutilated Notes. In the event that any Note or any interest
coupon pertaining thereto is lost, stolen, destroyed or mutilated, the Agency wiII cause to be issued
_ a new Note 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
prescribed by resolution, The Agency may authorize such new Note 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 Notes, All Notes 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, All of the cancelled Notes and interest coupons shall remain in the
custody of the Treasurer until destroyed pursuant to due authorization,
1
Section 23, Amendments. This Resolution, and the rights and obligations of the Agency and
of the Holders of the Notes and coupons issued hereunder, may be modified or amended at any time
by supplemental resolution adopted by the Agency: (a) without the consent of Noteholders, if such
modification or amendment is for the purpose of curing any ambiguities, defects or inconsistent provi-
sions in this Resolution or to insert such provisions clarifying matters or questions arising under this
Resolution as are necessary and desirable to accomplish the same, provided that such modifications
or amendments do not adversely affect the rights of the Noteholders, and/or (b) with the consent of
Noteholders holding sixty per cent (60%) in aggregate principal amount of the outstanding Notes,
exclusive of Notes, 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 Note affected. reduce the principal amount of any Note, 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 are payable, or reduce the percentage of consent
required for amendment or modification,
Any act done pursuant to a modification or amendment so consented to shall be binding upon
the Holders of all of the Notes and interest coupons, whether such coupons be attached to Notes
or detached therefrom, and shall not be deemed an infringement of any of the provisions of this
Resolution or of said Law, whatever the character of such ad may be, and may be done and
performed as fully and freely as if expressly pcnnitted by the terms of this Resolution, and, after
such consent relating to such specified matters has been given, no Noteholder or holder of any
interest coupon, whether attached to a Note 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,
A, Calling Noteholders' Meeting, If the Agency shall desire to obtain any such consent, it shall
duly adopt a resolution calling a meeting of Noteholders for the purpose of considering the action, the
consent to which is desired,
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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 national cirmnation published in the City of
New York, New York. such publication to be not less than sixty (60) days and not more than ninety
(90) days prior to the date fixed for the meeting, Such notice shall set forth the nature of the proposed
action, consent to which is dcsired, If any of the Notes shall be so registered as to be payable otherwise
than to bearer, the Agency shall. on or before the publication of such notice, cause to be mailed a
similar notice, postage prepaid, to the respective registered owners thereof at their address appearing
on the Note registry books in thc hands of the Fiscal Agent, 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,
The actual receipt by any Noteholdcr 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 Noteholder to show that he failed to
receive actual notice of such meeting,
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C, V oUng Qualifications, Noteholders may, prior to such meeting, deliver their Notes to the
Fiscal Agent and shall thereupon be entitled to receive an appropriate receipt for the Notes so deposited,
calling for the redelivery of such Notes at any time after the meeting, The Fiscal Agent shall prepare
and deliver to the chairman of the meeting a list of the names and addresses of the registered owners of
Notes, with a statement of the maturities and serial numbers of the Notes held and deposited by each
of such Noteholders, and no Noteholders shall be entitled to vote at such meeting unless their names
appear upon such list or unless they shall present their Notes at the meeting or a certificate of deposit
thereof, satisfactory to the Agency, executed by a bank or tmst company, NoN oteholders shall be
permitted to vote with respect to a larger aggregate principal amount of Notes than is set against their
names on such list, unless they shaIl produce the Notes upon which they desire to vote. or a certificate of
deposit thereof as above provided,
1
D, ISS1J8r-Owned Nates, The Agency covenants that it will present at the meeting a certificate,
signed and verified by one member thereof and by the Treasurer stating the maturities and serial
numbers of all Notes owned by. or held for account of. the Agency or the City, directly or indirectly, No
person shaIl be permitted at the meeting to vote or consent with respect to any Note appearing upon
such certificate, or any Note 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 Note (in this Resolution referred to as "issuer-
owned Note") shall be counted in determining whether a quomm is present at the meeting,
E. Quorum and Procedure, A representation of at least sixty per cent (60% ) in aggregate principal
amount of the Notes then outstanding (exclusive of issuer-owned Notes, if any) shaIl be necessary to
constitute a quorum at any meeting of Noteholders, but less than a quorum may adjourn the meeting
from time to time. and the meeting may be held as so adjourned without further notice, whether such
adjournment shaIl have been had by a quomm or by less than a quorum, The Agency shall, by an
instrument in writing. appoint a tempora.y chairman of the meeting, and the meeting shaIl be organized
by the election of a permanent chairman and secretary, At any meeting each Noteholder shall be
entitled to one vote for every $5,000 principal amount of Notes with respect to which he shaIl 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 dnly authorized representative, may
attend any meeting of the Noteholders, 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 N oteholders a statement of the proposed action, consent to which
is desired, and if such action shall be consented to and approved by Noteholders holding at least
sixty per cent (60%) in aggregate amount of the Notes then outstanding (exclusive of issuer-owned
Notes) the chairman and secretalY of the meeting shall so certify in writing to the Agency, and such
certificate shall constitute complete evidence of consent of Noteholders under the provisions of this
Resolution, A certificate signed and verified by the chairman and the secretary of any such meeting
shaIl be conclusive evidence and the only competent evidence of matters stated in such certificate
relating to proceedings taken at such meeting,
1
Section 24, Proceedings Constitute Contract, The provisions of this Resolution, of the resolutions
providing for the sale of the Notes and awarding the Notes and fixing the interest rate thereon, and
of any other resolution supplementing or amending this Resolution, shaIl constitute a contract between
the Agency and the Noteholders and the provisions thereof shall be enforceable by any Noteholder
for the equal benefit and protection of all Noteholders similarly situated by mandamus. accounting,
mandatory injunction or any other suit, action or proceeding at law or in equity that is now or may
hereafter be authorized under the laws of the State of California in any court of competent jurisdiction,
Said contract is made under and is to be construed in accordance with the laws of the State of California,
62,002-2-6
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No remedy conferred hereby upon any Noteholder 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 Noteholder 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 Noteholder
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 dcfault or acquiescence therein. Every substantive right
and every remedy conferred upon the Notcholders 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 Noteholders, then, and in every such case, the Agency and the Noteholders shall be
restored to their former positions, rights and remcdies as if such suit, action or proceeding had not
been brought or taken.
I
After the issuance and delivery of the Notes, this Resolution and supplementary resolutions
thereto 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 may be imprinted on the Notes, but such numbers shall not constitute
a part of the contract evidenced by the Notes and no liability shall hereafter attach to the Agency or
any of the officers 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 Notes.
Section 25. Consolidation Agreement and Resolution No. 74-4. The Agency has entered into a
certain Consolidation Agreement with Sanitation District Nos. Three and Four of Orange County
and the City of Seal Beach, and has also adopted Resolution No. 74-4. Said Consolidation Agreement
and Resolution No. 74-4 both provide for certain payments. Nothing in this Resolution shall prevent
the Agency from first making the payments provided by said Consolidation Agreement and Resolution
No. 74-4. Other than the payments provided for in the Consolidation Agreement and Resolution
No. 74-4, which have a Ilrst lien upon the Tax Revenues, the Agency has no other obligations out-
standing which are payable from the Tax Revenues.
I
Section 26. Severability. If any covenant, agreement or provision, or any portion thereof, con-
tained in this Resolution, or the application thereof to any person or circumstances, 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 Notes issued pursuant hereto
shall remain valid and the Noteholders shall retain all valid rights and benellts 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.
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Section 27. This Resolution shall take effect upon adoption.
ADOPTED AND APPROVED this lit! day of ~f' 1975.
l;.A-L ~-
'Chairman of the Redevelopment Agency
of the City of Seal Beach
ATTEST
ffL-.JU~{;u~
Secretary of the Redevelopment Agency
of the City of Seal Beach
I
[SEAL]
I
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STATE OF CALIFORNIA
COUNTY OF ORANGE
CITY OF SEAL BEACH
} ss.
SECRETARY'S CERTIFICATE
RE ADOPTION OF RESOLUTION
I
~AJ'S (}~H!IIe, Secretary of the Redevelopment Agency of the City of Seal
Beach, California, DO HEREBY CERTIFY that the foregoing R~lution wt:.';y adopted by the
said Agency at a regular meeting of said Agency held on the 11_ day of , 1975, and that
the same was passed and adopted by the following vote, to wit:
~O/J, ~KIUW, M,GlJE~1
Members: ItS #vE<<J, ,5qas
Members: Jlh,,c)f.
Members: Mille
~~0-t~
AYES:
NOES:
ABSENT:
Secretary of the Redevelopment Agency
of the City of Seal Beach, California
[SEAL]
STATE OF CALIFORNIA
COUNTY OF ORANGE
CITY OF SEAL BEACH
} ss.
SECRETARY'S CERTIFICATE
OF AUTHENTICATION
I, "'12ANIS .{jaA~ecretary 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:l!1to of said Agency and that said Resolution was adopted at the time and by
the vote stated on the above certillcate, and has not been amended or repealed.
~~w~
I
Secretary of the Redevelopment Agency
of the City of Seal Beach, California
[SEAL]
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EmmIT A
[FORM OF BEAl\E1l NOTE]
UNITED STATES OF AMEIDCA
STATE OF CALIFORNIA
COUNTY OF ORANGE
CITY OF SEAL BEACH
REDEVELOPMENT AGENCY OF THE CITY OF SEAL BEACH
RIVERFRONT REDEVELOPMENT PROJECT
TAX ALLOCATION NEGOTIABLE PROMISSORY NOTE
Issue of 1975
No. .
$5,000
I
The REDEVELOPMENT AGENCY OF THE CITY OF SEAL BEACH (hereinafter sometimes
called "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 berein-
after mentioned) to the bearer or, if this Note be registered, to the registered owner hereof, on
September I, 19 ,upon presentation and surrender of this Note, 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 semiannually on March 1 and September 1 of each and every
year until this Note is paid, upon presentation and surrender of the respective interest coupons hereto
attached; provided, however, that if at the maturity date of this Note, funds are available for payment
thereof, as provided in the Resolution hereinafter mentioned, this Note shall then cease to bear
interest. Both principal and interest are payable in lawful money of the United States of America
at the Corporate Agency Division of Bank of America National Trost and Savings Association, Fiscal
Agent for the Agency, in Los Angeles, California, or, at the option of the Holder hereof, at the oBi",!
of any Paying Agent of the Agency in New York, New York, or Chicago, Illinois.
This Note; the interest hereon and any premium due upon the redemption of this Note prior to
maturity are not a debt of the City of Seal Beach, the State of California or any of its political sub-
divisions and neither said City, said State nor any of its political subdivisions is liable hereon, nor in
any event shall this Note, 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 Note
does not oonstitute an indebtedness within the meaning of any constituilional or statutory debt limitation
or restriction. Neither the members of the Agency nor any persons executing this Note are liable per-
sonally on this Note by reason of its issuance.
This Note is one of a duly authorized issue of Notes of the Agency designated "Redevelopment
Agency of the City of Seal Beach, Riverfront Redevelopment Project, Tax Allocation Negotiable
Promissory Notes, Issue of 1975" (hereinafter called "the Notes") in aggregate principal amount of
$3,250,000, all of like tenor (except for note numbers) and all of which have been issued pursuant to
and in full conformity with the Constitution and laws of the State of California and particularly 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 aiding in the Ilnancing of the Redevelopment Proj-
ect above designated, and are authorized by and issued pursuant to Resolution No. , adopted by
the Agency on (said Resolution No. being hereinafter referred to as
"Resolutinn"). All of the Notes are equally secured in accordance with the terms of the Resolution,
reference to which is hereby made for a specillc description of the security therein provided for said
Notes, for the nature, extent and manner of enforcement of such security, for the covenants and agree-
ments made for the benellt of the Noteholders, and for a statement of the rights of the Noteholders,
I
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and by the acceptance of this Note the Holder hereof and of the coupons attached hereto assents to all
of the terms, conditions and provisions of said Resolution. In the manner provided in the Resolution,
said Resolution and the rights and obligations of the Agency and of the Holders of said Notes and
coupons, may (with certain exceptions as stated in said Resolution) be modified or amended with the
consent of the Holders of sixty percent (60%) in aggregate principal amount of outstanding Notes,
exclusive of issuer-owned Notes, unless the modillcation or amendment is for the purpose of curing
ambiguities, defects, etc., in which case no Noteholder's consent is required.
The principal of this Note and the interest hereon are secured by an irrevocable pledge of, and are
payable solely from, the Tax Revenues (as such term is dellned in said Resolution) and certain other
funds, all as more particularly set forth in the Resolution. Said Resolution is adopted under and this
Note is issued under and is to be construed in accordance with the laws of the State of California.
I
The outstanding Notes, or any of them, may be called before maturity and redeemed at the option
of the Agency, from any source of funds, on March 1, 1976, or on any interest payment date thereafter
prior to maturity ("redemption date"). If less than all of the Notes outstanding are to be redeemed
at anyone time, the Notes to be redeemed shall be determined by lot.
Notes called for redemption shall be redeemed at a redemption price for each redeemed Note
equal to the principal amount thereof, plus the following premium (percentage of par value) if re-
deemed on the following redemption dates:
PREMIUMS AND REDEMPTION DATES
Redemption
Date
Premium
March 1, 1976
September 1, 1976
March 1, 1977
September I, 1977
March 1, 1978
1 %
1 %
%%
%%
'h%
Notice of call and redemption prior to maturity shall be given as provided in the Resolution.
I
This Note and the coupons hereto attached are negotiable instruments and shall be negotiable by
delivery. This Note (issued in the form of a bearer note and herein sometimes referred to as "Bearer
Note") is not registrable by endorsement, but may be exchanged for a Fully Registered Note as
provided in the Resolution. Fully Registered Notes may be exchanged for a like aggregate principal
amount of Bearer Notes of the same issue, bearilll!: all unmatured coupons, or for a like aggregate
principal amount of Fully Registered Notes of other authorized denominations, or in part for Bearer
Notes and the balance for Fully Registered Notes of the same issue, and Bearer Notes bearing all
unmatured coupons may be exchallged for a like aggregate principal amount of Fully Registered
Notes of authorized denominations of the same issue, all as more fully set forth in the Resolution;
provided, howevcr, no such exchange shall be made between the Ilfteenth day preceding any interest
payment date and such interest payment date. Such exchange shall be free of any costs or charges
to the person, Ilrm or corporation requesting such e.~change, except for any tax or governmental charges
that may be imposed in connection with such exchange.
It is hereby recited, eertilled and declared that any and all facts, conditions and things required
to exist, to happen and to be performed precedent to and in the issuance of this Note exist, have
happened and have been performed in due time, lorm and manner 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
Note to be signed on its behalf by its Chairman by his facsimile signature and by its Secretary by his
manual signature, and the seal of said Agency to be imprinted hereon, and the interest coupons hereto
attached to be signed by said Secretary by his facsimile signature and this Note to be dated as of the first
day of September, 1975.
.
Chairman of thc Redevelopment Agency
of the City of Seal Beach
[SEAL]
Secretary of the Redevelopment Agency
of the City of Seal Beach
I
[COUPON FORM]
On the Ilrst 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, 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 Note 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 RIVERFRONT REDEVELOPMENT PROJECT, TAX ALLOCATION
NEGOTIABLE PROMISSORY NOTES, ISSUE OF 1975,
dated September 1, 1975.
,19
Coupon No.
$
No. ..
Secretary of the Redevelopment Agency
of the City of Seal Beach
[REVERSE OF COUPON]
If the Note to which this coupon is attached is redeemable and is duly called for redemption on
a date prior to the maturity date of this coupon, this coupon will be void.
I
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EXlUBIT B
[FORM OF FULLY REGISTEBED NOTE]
UNITED STATES OF AMEIDCA
STATE OF CALIFORNIA
COUNTY OF ORANGE
CITY OF SEAL BEACH
REDEVELOPMENT AGENCY OF THE CITY OF SEAL BEACH
IDVERFRONT REDEVELOPMENT PROJECT
TAX ALLOCATION NEGOTIABLE PROMISSORY NOTE
ISSUE OF 1975
Fully Registered Note
No. R
I
The REDEVELOPMENT AGENCY OF THE CITY OF SEAL BEACH (hereinafter sometimes
called "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 or registered assigns (herein sometimes
referred to as "registered owner"), subject to thc right of prior redemption hereinafter mentioned, the
principal sum of Dollars ($ ),
being Notes maturing as follows:
Maturity Date
Amount
Interest Rate
I
and to pay such regi<tered 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 Ilfteenth 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 March 1, 1976, in which event from March 1, 1976) 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 semiannually on March 1 and September 1 in
each year. Both principal and intcrest 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, Fiscal Agent for the Agency, in Los Angeles, California,
or, at the option of the Holder hereof, at the office of any Paying Agent of the Agency in New York,
New York, or Chicago, Illinois.
This Note, the interest hereon and any premium due upon the redemption of this Note prior
to maturity are not a debt of thc City of Seal Beach, the State of California or any of its political sub-
divisions and neither said City, said State nor any of its political subdivisions is liable hereon, nor in any
event shall this Note, said intercst or said premium be payable out of any funds or properties other than
62,002-2-6
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I
the funds of the Agency as set forth in the Resolution hereinafter mentioncd. This Note does not
constitute an indebtedness within the meaning of any constitutional or stautory debt limitation or
restriction. Neither tbe members of the Agency nor any persons cxecuting this Note are liable personally
on this Note by reason of its issuance.
This Note is one of a duly authorized issue of Notes of the Agency desiguated "Redevelopment
Agency of the City of Seal Beach, Riverfront Redevelopment Project, Tax Allocation Negotiable
Promissory Notes, Issue of 1975" (hereinafter called "the Notes") in aggregate principal amount of
$3,250,000, all of like tenor (except for note numbers) and all of which have been issued pursuant to
and in full conformity with the Constitution and laws of the State of California and particularly 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 aiding in the Ilnancing of the Redevelopment
Project above desiguated, and are authorized by and issued pnrsuant to Resolution No. , adopted
by the Agency on (said Resolution No. being hereinafter referred to as "Resolution"). All
of the Notes are equally secured in accordance with the terms of the Resolution, referencc to which is
hereby made for a specific description of the security therein provided for said Notes, for the nature,
extent and manner of enforcement of such security, for the covenants and agreements made for the
benellt of the Noteholders, and for a statement of the rights of the Noteholders, and by the acceptance
of this Note the registered owner hereof assents to all of the terms, comlitions and provisions of said
Resolution. In the manner provided in the Resolution, said Resolution and the rights and obligations
of the Agency and of the Noteholders, may (with certain exceptions as stated iu said Resolution) be
modified or amended with the consent of the Holders of sixty per cent (60%) in aggregate principal
amount of outstanding Notes, exclusive of issuer-owned Notes, uuless the modillcation or amendment
is for the purpose of curing ambiguities, defects, etc., in which L'lISe uo Noteholder's consent is required.
The principal of this Note and the interest thereon are secured by an irrevocable pledge of, and
are payable solely from, the Tax Revenues (as such term is dellned in said Resolution) and certain
other funds, all as more particularly set forth in the Resolution. Said Resolution is adopted under and
thi. Note is issued under and is to be construed in accordance with the laws of the State of California.
The outstanding Notes, or any of them, may be called before maturity and redeemed at the option
of the Agency, from any source of funds, on March 1, 1976, or on auy interest payment date thereafter
prior to maturity ("redemption date"). If less than all of the Notes outstanding are to be redeemed
at anyone time, the Notes to be redeemed shall be determined by lot.
Notes called for redemption shall be redeemed at a redemption price for each redeemed Note
equal to the principal amount thereof, plus the following premium (percentage of par value) if
redeemed on the following redemption dates:
,
PREMIUMS AND REDEMPTION DATES
Redemption
Date
Premium
I
March 1, 1976 1 %
September 1, 1976 1 %
March 1, 1977 %%
September 1, 1977 %%
March I, 1978 'h%
Notice of call and redemption prior to maturity shall be given as provided in the Resolution.
This Note is issued in fully registered form (herein sometimes referred to as "Fully Registered
Note") and is non-negotiable. This Note may be exchanged for a like aggregate principal amount of
Bearer Notes of the same issue, bearing all unmatured coupons or for a like aggregate principal amount
of Fully Registered Notes of other authorized denominations, or in part for Bearer Notes and the
balance for Fully Registered Notes, of the same issue, and Bearer Notes bearing all unmatured
611,0II2-ll-6
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coupons may be exchanged for a like aggregate principal amount of Fully Registered Notes of
authorized denominations of the same issue, all as more fully set forth in the Resolution. This Note is
transferable by the registered owner hereof, in person or by his attorney duly authorized in writing, at
the principal office of the Fiscal Agent in the City of Los Angeles, California, but only in the manner,
subject to the limitations and upon payment of the charges provided in the Resolution, upon surrender
and cancellation of this Note. Upon such transfer a new registered Note 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 for transfer shall be made between the fifteenth day
preceding any interest payment date and such interest payment date.
The Agency, the Fiscal Agent and any Paying Agent may treat the registered owner hereof as the
absolute owner for all purposes, and the Agency, the Fiscal Agent and any Paying Agent shall not be
affected by any notice to the contrary.
This Note shall not be entitled to any benellt 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, certilled and declared that any and all acts, conditions and things required
to exsit, to happen and to be performed precedent to and in the issuance of this Note 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
Note to be signed on its behalf by its Chairman by bis facsimile signature and by its Secretary by his
manual signature and the seal of said Agency to be imprinted hereon all as the ay of
,19 .
,.
[SEAL]
~Ll
Secretary of the Redevelopment Agency
of the City of Seal Beach
[FORM OF CERTIFrCATE OF AUTHENTICATION ON FULLY REGISTERED NOTES]
This is one of the Fully Registered Notes described in the within-mentioned Resolution.
, Fiscal Agent
By
Authorized Officer
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[FORM OF ENDOBSEMENT ON FULLY BEGISTERED NOTES]
,
This Fully Registered Note (issued in fully registered form without coupons) is issued in lieu of
or in exchange for Bearer Note(s) of this issue of the denomination of $5,000, each not contempo-
raneously outstanding, aggregating the face value hereof; and Bearer Notes of this same issue and of
the denomination of $5.000 will be issued in exchange for this Note in the manner, with the effect and
under the terms and conditions stated on the face of the Note and in the Resolution referred to therein.
.
lFORM OF ASSIGNMENT OF FULLY REGISTERED NOTES]
For value received
and transfers unto
the within-mentioned Note and hereby irrevocably constitutes and appoints
bereby sells, assigns
, attorney, to transfer
the same on the books of the Fiscal Agent with full power of substitution in the premises.
I
Dated:
NOTE: The sigualure to this Assignment must correspond with the name as written on the face of the
within Note in every particular, without alteration or enlargement or any change whatsoever.
I
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