HomeMy WebLinkAboutRDA 91-10TUSTIN COMMUNITY REDEVELOPMENT AGENCY
RESOLUTION NO. RDA 91-10
Resolution of the Tustin Community Redevelopment Agency
Authorizing the Issuance of $13,800,000 Principal Amount of
Town Center Area Redevelopment Project
Tax Allocation Bonds, Series 1991
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RESOLUTION NO. RD~ 91-10; ~DOPTED MAY 20, xggx
RESOLUTION OF THE TUSTIN COMMUNITY REDEVELOPMENT ~GENCY
~UTHORIZING THE ISSU]~NCE OF $13,800,000 PRINCIP/~L ~MOUNT OF
TOWN CENTER AREA REDEVELOPMENT PROJECT
T~X ALLOCATION BONDSt SERIES 1991
WHEREAS, the Tustin Community Redevelopment Agency is a
redevelopment agency, a public body, corporate and politic, duly
created, established and authorized to transact business and
exercise powers under and pursuant to the provisions of the
Community Redevelopment Law of the State of California, including
the power to issue bonds for any of its corporate purposes;
WHEREAS, a redevelopment plan, and amendments thereto,
for the Town Center Area Redevelopment Project in the City of
Tustin, California, have been adopted in compliance with all
requirements of law;
WHEREAS, the Agency previously issued $8,500,000 of its
tax allocation bonds pursuant to Resolution No. RDA 82-10, adopted
October 20, 1982, and Resolution No. RDA 82-12 adopted on November
15, 1982, for the purpose of aiding in the financing of the
Project, said bonds having been designated "Tustin Community
Redevelopment Agency Town Center Area Redevelopment Project Tax
Allocation Bonds, Series 1982";
WHEREAS, the Agency subsequently issued $8,060,000 of its
tax allocation bonds for the purpose of refunding all of said
Series 1982 Bonds, pursuant to Resolution No. RDA 87-8, adopted on
August 3, 1987, said bonds having been designated "Tustin Community
Redevelopment Agency Town Center Area Redevelopment Project Tax
Allocation Refunding Bonds, Series 1987"; and
WHEREAS, the Agency deems it necessary and desirable to
finance additional costs of the Project by issuing additional tax
allocation bonds for such purpose;
NOW, THEREFORE, BE IT RESOLVED by the Tustin Community
Redevelopment Agency, as follows:
ARTICLE I
AUTHORIZATION OF SERIES 1991 BONDS; DEFINITIONS
SECTION 1.01. Authorization. The Agency has reviewed all
proceedings heretofore taken and has found, as a result of such
review, and hereby finds and determines, that all things,
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conditions and acts required by law to exist, happen and be
performed precedent to and in connection with the issuance of the
Series 1991 Bonds do exist, have happened and have been performed
in due time, form and manner as required by law, and the Agency is
now duly empowered, pursuant to each and every requirement of law,
to issue the Series 1991 Bonds in the manner and form provided in
this Resolution.
SECTION 1.02. Definitions. Unless the context otherwise
requires, the terms defined in this Section 1.02 shall, for all
purposes of this Resolution, of any resolution supplemental hereto,
and of any certificate, opinion or other document herein mentioned,
have the meanings herein specified.
A~creted Va~ue
"Accreted Value" means, with respect to the Series 1991 Bonds,
the Initial Amount thereof plus the interest accrued thereon to
such date of calculation, compounded from the date of initial
delivery at the yeild of maturity thereof on each May 1 and
November 1 assuming in any year that such Accreted Value increses
in equal daily amounts on the basis of a year of 360 days composed
of twelve thirty-day months. For purposes of the Series 1991
Bonds, the maturity amount is the amount of Accreted Value at
maturity.
Agency
"Agency" means the Tustin Community Redevelopment Agency, a
public body, corporate and politic, established under the Law.
Annual Qebt Service
"Annual Debt Service" means, for each Bond Year, the sum of
(1) the interest payable on the Outstanding Series 1991 Bonds and
Parity Bonds in such Bond Year, assuming that the Outstanding
Serial Series 1991 Bonds and Serial Parity Bonds are retired as
scheduled and that the Outstanding Term Series 1991 Bonds and Term
Parity Bonds are redeemed from minimum sinking account payments as
scheduled, (2) the principal amount of the Outstanding Serial
Series 1991 Bonds and Serial Parity Bonds payable by their terms in
such Bond Year, and (3) the principal amount of the Outstanding
Term Series 1991 Bonds and Term Parity Bonds scheduled to be paid
or called and redeemed from minimum sinking account payments in
such Bond Year, excluding the redemption premiums, if any, thereon.
BoDd Counsel
"Bond Counsel" means an attorney-at-law, or a firm of such
attorneys, of nationally recognized standing in matters pertaining
to tax-exempt nature of interest on obligations issued by states
and their political subdivisions duly admitted to the practice of
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law before the highest court of any state of the United States of
America.
Bond Insurance Policy
"Bond Insurance Policy" means the municipal bond insurance
policy to be issued by the Bond Insurer with respect to the Series
1991 Bonds.
Bond Insurer
"Bond Insurer" means
Bond Year
"Bond Year" means the twelve-month period commencing with July
1 of any year and ending June 30 of the next succeeding year and
each twelve-month period thereafter.
Bonds
"Bonds" means the Series 1991 Bonds and the Series 1987 Bonds,
collectively.
Business Day
"Business Day" means a day of the year, other than Saturday or
Sunday, on which the Fiscal Agent and banks or trust companies in
New York, New York, or in Los Angeles, California are not
authorized or required to remain closed.
Chairman
"Chairman" means the chairman of the Agency appointed pursuant
to Section 33113 of the Law, or other duly appointed officer of the
Agency authorized by the Agency by resolution or by-law to perform
the functions of the chairman in the event of the chairman's
absence or disqualification.
Cod9
"Code" means the Internal Revenue Code of 1986, as amended.
Costs of Issuance
"Costs of Issuance" means all expenses of the Agency incurred
in connection with the authorization, issuance and sale of the
Series 1991 Bonds (including without limitation legal and
consultant fees, rating agency fees, bond insurance premiums,
initial Fiscal Agent fees and charges, costs of reproducing and
binding documents and printing and advertising expenses).
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Depository
"Depository" means the securities depository acting as
Depository pursuant to Section 2.16.
DTC
"DTC" means the Depository Trust Company, New York, New York,
and its successors and Assigns.
Federal Securities
"Federal Securities" means (1) United States Treasury notes,
bonds, bills or certificates of indebtedness or those for which the
faith and credit of the United States are pledged for the payment
of principal and interest, including United States Treasury (book
entry) certificates, notes and bonds, State and Local Government
Series; and (2) obligations issued by banks for cooperatives,
federal land banks, federal intermediate credit banks, federal home
loan banks, the Federal Home Loan Bank Board and the Tennessee
Valley Authority, all as and to the extent that such obligations
are eligible for the legal investment of Agency funds.
Fi~ancia~ Newspaper
"Financial Newspaper" means The Wall Street Journal or Th9
BoDd BuyeF or any other newspaper or journal printed in the English
language publishing financial news, circulated in Los Angeles,
California, and in the same or similar newspaper or journal of
general circulation in New York, New York, and selected by the
Fiscal Agent, whose decision shall be final and conclusive.
Fiscal Agent
"Fiscal Agent" means , its
successors and assigns, and any other corporation or association
which may at any time be substituted in its place, as provided in
Section 7.01.
Fiscal year
"Fiscal Year" means any twelve-month period extending from
July 1 in one calendar year to June 30 of the succeeding calendar
year, both inclusive, or any other twelve-month period hereafter
selected and designated by the Agency as its official fiscal year
period.
Independent Certified Public Accountant
"Independent Certified Public Accountant" means any
accountant or firm of such accountants duly licensed or registered
or entitled to practice and practicing as such under the laws of
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the State of California, appointed by the Agency, and who, or each
of whom:
is in fact independent and not under domination of
the Agency;
(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.
Independent FinancSa% Consultant
"Independent Financial Consultant" means any financial
consultant or firm of such consultants appointed by the Agency, and
who, or each of whom:
is in fact independent and not under domination of
this Agency;
(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.
Independent Real Estate Consultant
"Independent Real Estate Consultant" means any real
estate consultant or firm of such consultants appointed by the
Agency, and who, or each of whom:
is in fact independent and not under domination of
the Agency;
(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.
~nterest payment Date
"Interest Payment Date" means May 1 and November 1 of
each year, commencing May 1, 1992.
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Initial Amount
"Initial Amount" means, with respect to the Series 1991
Capital Appreciation Bonds, the initial offering price thereof,
which represents the principal amount thereof, and, with respect to
the Series 1991 Current Interest Bonds, the principal amount
thereof.
Law
"Law" means the Community Redevelopment Law of the State of
California, constituting Part 1 of Division 24 of the Health and
Safety Code of the State of California, as heretofore or hereafter
amended and supplemented, and Article 11, Chapter 3, Part 1,
Division 2, Title 5 of the Government Code of the State of
California, as heretofore or hereafter amended and supplemented.
Ma~$~um Annual Debt Service
"Maximum Annual Debt Service" means, as of any date of
computation the largest Annual Debt Service for the Bond Year of
such computation or any Bond Year thereafter.
Nominee
"Nominee" means the nominee of DTC, which may be DTC, as
determined from time pursuant to Section 2.12.
OraDqe County Assessor
"Orange County Assessor" means the person who holds the office
designated Orange County Assessor from time to time, or one of his
duly appointed deputies, or any person or persons performing sub-
stantially the same duties in the event said office is ever
abolished or changed.
0raDqe County Auditor-Cont¥oller
"Orange County Auditor-Controller" means the person who holds
the office designated Orange County Auditor-Controller from time to
time, or one of his duly appointed deputies, or any person or
persons performing substantially the same duties in the event such
office is ever abolished or changed.
Outstandin~
"Outstanding," when used as of any particular time with
reference to the Series 1991 Bonds, means (subject to the
provisions of Section 8.04) all Series 1991 Bonds except:
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(1)
Series 1991 Bonds theretofore canceled by the
Fiscal Agent or surrendered to the Fiscal Agent for
cancellation;
(2)
Series 1991 Bonds paid or deemed to have been paid
within the meaning of Section 10.03; and
(3)
Series 1991 Bonds in lieu of or in substitution for
which other Series 1991 Bonds shall have been
authorized, executed, issued and delivered by the
Agency pursuant to the Resolution or any
Supplemental Resolution.
Owner
"Owner" means any person who shall be the registered owner of
any Outstanding Series 1991 Bond.
Parity ~onds
"Parity Bonds" means the Series 1987 Bonds and any tax
allocation bonds hereafter issued by the Agency which are payable
out of the Pledged Tax Revenues and which rank on a parity with the
Series 1991 Bonds.
P%edqed Tax Revenues
"Pledged Tax Revenues" means, that portion of the first Tax
Revenues received by the Agency in each Bond Year equal to the
Annual Debt Service for such Bond Year (less any amounts then on
deposit in the Interest Account and in the Principal Account
provided for in Section 5.02) plus an amount, if any, necessary to
maintain the Reserve Requirement.
Principal Payment Date
"Principal Payment Date" means November i of each year,
commencing November 1, 19__.
Project
"Project" means the undertaking of the Agency pursuant to the
Redevelopment Plan and the Law of the Town Center Area
Redevelopment Project.
Proiect Area
"Project Area" means the Town Center Area Redevelopment
Project area described in the Redevelopment Plan.
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Redevelopment Plan
"Redevelopment Plan" means the Redevelopment Plan for the Town
Center Area Redevelopment Project, approved by Ordinance No. 701,
enacted by the City Council of the City of Tustin on November 22,
1976, as amended by Ordinance No. 855, enacted by the City Council
of the City of Tustin on September 8, 1981, and Ordinance No. 1021,
enacted by the City Council of the City of Tustin on March 20,
1989, together with any amendments thereof hereafter duly
authorized pursuant to the Law.
Report
"Report" means a document in writing signed by an Independent
Financial Consultant or an Independent Real Estate Consultant and
including:
(1)
a statement that the person or firm making or
giving such Report has read the pertinent
provisions of the Resolution to which such Report
relates;
(2)
a brief statement as to the nature and scope of the
examination or investigation upon which the Report
is based;
(3)
a statement that, in the opinion of such person or
firm, sufficient examination or investigation was
made as is necessary to enable said consultant to
express an informed opinion with respect to the
subject matter referred to in the Report.
Reserve Requirement
"Reserve Requirement" means, as of any date of calculation, an
amount equal to the least of (a) Maximum Annual Debt Service, (b)
125% of average Annual Debt Service and (c) 10% of the proceeds of
the Series 1991 Bonds and Parity Bonds.
Resolution
"Resolution" means this Resolution, adopted by the Agency
under the Law, as originally adopted or as it may be amended or
supplemented by any Supplemental Resolution adopted pursuant to the
provisions herein.
Serial Series 1991 Bonds
"Serial Series 1991 Bonds" means Series 1991 Bonds not subject
to mandatory call prior to maturity.
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Serial Parity Bonds
"Serial Parity Bonds" means Parity Bonds not subject to
mandatory call prior to maturity.
Ser~es 1987 Bond Resolution
"Series 1987 Bond Resolution" means Resolution No. RDA 87-8,
adopted by the Agency on August 3, 1987.
Series 1987 Bonds
"Series 1987 Bonds" means the Tustin Community Redevelopment
Agency Town Center Area Redevelopment Project Tax Allocation
Refunding Bonds, Series 1987.
Series ~991 Bonds
"Series 1991 Bonds" means the Town Center Area Redevelopment
Project Tax Allocation Bonds, Series 1991, authorized by this
Resolution.
Series 1991 CaDita~ Appreciation Bonds
"Series 1991 Capital Appreciation Bonds" means Series 1991
Bonds, the interest at which accretes over time and is payable only
at the maturity or earlier redemption thereof.
S~r%es 1991 Current Interest Bonds
"Series 1991 Current Interest Bonds" means Series 1991 Bonds
which bear interest payable on each Interest Payment Date.
Special State Subventions
SPec~a% State Subventions
"Special State Subventions" means reimbursement payments made
by the state to the redevelopment agencies to compensate the
agencies for the loss of business inventory tax revenues.
Supplemental Resolution
"Supplemental Resolution" or "supplemental resolution" means
any resolution then in full force and effect which has been duly
adopted by the Agency under the Law at a meeting of the Agency duly
convened and held, at which a quorum was present and acted thereon,
amendatory of or supplemental to this Resolution; but only if and
to the extent that such Supplemental Resolution is specifically
authorized hereunder.
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· ax Revenues
"Tax Revenues" means that portion of taxes levied upon taxable
property in the Project Area annually allocated to the Agency, and
paid into a special fund of the Agency pursuant to Article 6 of
Chapter 6 (coml~encing with Section 33670) of the Law and Section 16
of Article XVI of the Constitution of the State of California, and
as provided in the Redevelopment Plan, including all payments and
reimbursements, if any, to the Agency specifically attributable to
ad valorem taxes lost by reason of tax exemptions and tax rate
limitations, but excluding tax increment revenues required by law
to be deposited in a low and moderate income housing fund and also
excluding to the extent required by the Law, Special State
Subventions and subject, in all respects, to any limitation set
forth in the Redevelopment Plan.
Term Series 1991 Bonds
"Term Series 1991 Bonds" means Series 1991 Bonds which are
subject to mandatory call prior to maturity.
Term parity Bonds
"Term Parity Bonds" means Parity Bonds which are subject to
mandatory call prior to maturity.
Trg~surer
"Treasurer" means the officer who is then performing the
functions of Treasurer of the Agency.
Written Request of the Agency
"Written Request of the Agency" means an instrument in writing
signed by the Chairman, the Executive Director or any other officer
of the Agency duly authorized by the Agency for that purpose and by
the Secretary of the Agency, with the seal of the Agency affixed.
SECTION 1.03. Articles, Sections. Ail references herein to
"Articles," "Sections" and other subdivisions are to the
corresponding Articles, Sections or subdivisions of this
Resolution, and the words "herein," "hereof," "hereunder" and other
words of similar import refer to this Resolution as a whole and not
to any particular Article, Section or subdivision herein.
SECTION 1.04. Eaual Security. In consideration of the
acceptance of the Series 1991 Bonds and Parity Bonds by those who
shall hold the same from time to time, this Resolution shall be
deemed to be and shall constitute a contract between the Agency and
the Owners from time to time of the Series 1991 Bonds and any
Parity Bonds, and the covenants and agreements herein set forth to
be performed on behalf of the Agency shall be for the equal and
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proportionate benefit, security and protection of all Owners of the
Series 1991 Bonds and Parity Bonds without preference, priority or
distinction as to security or otherwise of any of the Series 1991
Bonds and Parity Bonds over any of the others by reason of the
number or date thereof or the time of sale, execution and delivery
thereof, or otherwise for any cause whatsoever, except as expressly
provided therein or herein.
ARTICLE II
THE SERIES 1991 BONDS
SECTION 2.01. Authorization. The Series 1991 Bonds are hereby
authorized to be issued by the Agency under and subject to the
terms of the Resolution, the Redevelopment Plan and the
Constitution and laws of the State of California for the purpose of
financing a portion of the cost of the Project. This Resolution
constitutes a continuing agreement with the Owners of all of the
Series 1991 Bonds issued hereunder and then Outstanding to secure
the full and final payment of principal and premiums, if any, and
the interest on all Series 1991 Bonds executed and delivered
hereunder, subject to the covenants, agreements, provisions and
conditions herein contained.
SECTION 2.02. Descriptio~ of Series %991 Bonds. The Series
1991 Bonds shall be designated "Town Center Area Redevelopment
Project Tax Allocation Bonds, Series 1991" and shall be in the
principal amount of $13,800,000. The Series 1991 Current Interest
Bonds shall be dated July 1, 1991 and Series 1991 Capital
Appreciation Bonds shall be dated the date of delivery thereof. The
Series 1991 Bonds shall be numbered in the discretion of the Fiscal
Agent. Each Series 1991 Current Interest Bond shall bear interest
from the Interest Payment Date next preceding the date of
authentication thereof unless it is registered during the period
commencing on the sixteenth day of the month preceding an Interest
Payment Date and ending on such Interest Payment Date, in which
event it shall bear interest from such Interest Payment Date, or
unless it is registered on or before April 15, 1992, in which case
it shall bear interest from July 1, 1991; provided, however, that
if, at the time of authentication of any Series 1991 Bond, interest
is in default on Outstanding Series 1991 Bonds, such Series 1991
Current Interest Bond shall bear interest from the Interest Payment
Date to which interest has previously been paid or made available
for payment on the Outstanding Series 1991 Bonds. The Series 1991
Capital Appreciation Bonds shall accrete interest from the date of
delivery thereof and no payment of principal or interest with
respect to the Series 1991 Capital Appreciation Bonds shall be made
prior to the maturity or earlier redemption thereof. The Series
1991 Bonds shall be issued only as fully registered bonds in the
denomination of $5,000 or any integral multiple thereof, with
respect to the Series 1991 Current Interest Bonds, and $5,000 per
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final maturity amount or any integral multiple thereof, with
respect to the Series 1991 Capital Appreciation Bonds, and shall
mature on the dates and in the principal amounts, and shall bear or
accrete interest, based on a year composed of twelve thirty-day
months, payable or compounded semiannually on May 1 and November 1,
commencing May l, 1992 at the respective rates per annum, shown
below:
Maturity Principal Interest Accreted
(November 1) Amount Rate Value
1992
1993
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
Each Series 1991 Bond shall bear or accrete interest until the
principal sum thereof has been paid; provided, however, that if at
the maturity date of any Series 1991 Bond, or if the same has been
duly called for redemption then at the date fixed for redemption,
funds are available for the payment or redemption thereof in full
accordance with the terms of this Resolution, said Series 1991 Bond
shall then cease to bear or accrete interest.
SECTION 2.03. Pla~e of Payment. The principal or redemption
price of the Series 1991 Bonds shall be payable in lawful money of
the United States of America upon surrender thereof at the
principal corporate trust office of the Fiscal Agent in Los
Angeles, California. Payment of the interest on any Series 1991
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Bond shall be made to the person whose name appears on the bond
registration books of the Fiscal Agent, the registrar for the
Series 1991 Bonds, as the registered owner thereof as of the 15th
day of the month immediately preceding an Interest Payment Date,
such interest to be paid by check or draft mailed to such
registered owner at his address as it appears on such registration
books.
SECTION 2.04. Form of Ser~es 199~ Bonds. The Series 1991
Bonds, including the Fiscal Agent's certificate of authentication
and registration, shall be substantially in the form set forth in
Exhibit A annexed hereto, with necessary or appropriate variations,
omissions and insertions, as permitted or required by this
Resolution.
SECTION 2.05. Sxecution of Series 199~ Bonds. The Series 1991
Bonds shall be signed on behalf of the Agency by its Chairman and
Treasurer by their manual or facsimile signatures, and the seal of
the Agency shall be impressed, imprinted or reproduced thereon. If
any officer whose signature appears on any Series 1991 Bond ceases
to be such officer before delivery of the Series 1991 Bonds to the
purchaser, such signature shall nevertheless be as effective as if
the officer had remained in office until the delivery of the Series
1991 Bonds to the purchaser. Any Series 1991 Bond may be signed and
attested on behalf of the Agency by such persons as at the actual
date of the execution of such Series 1991 Bond shall be the proper
officers of the Agency although on the date of such Series 1991
Bond any such person shall not have been such officer of the
Agency.
Only such of the Series 1991 Bonds as shall bear thereon a
certificate of authentication and registration in the form set
forth in Exhibit A hereto, executed and dated by the Fiscal Agent,
shall be valid or obligatory for any purpose or entitled to the
benefits of the Resolution, and such certificate of the Fiscal
Agent shall be conclusive evidence that the Series 1991 Bonds so
registered have been duly authenticated, registered and delivered
hereunder and are entitled to the benefits of this Resolution.
SECTION 2.06. Transfer of Series 1991 Bonds. Any Series 1991
Bond may, in accordance with its terms, be transferred, upon the
books required to be kept pursuant to the provisions of Section
2.08, by the person in whose name it is registered, in person orby
his duly authorized attorney, upon surrender of such Series 1991
Bond for cancellation, accompanied by delivery of a written
instrument of transfer in a form approved by the Fiscal Agent, duly
executed.
Whenever any Series 1991 Bond or Series 1991 Bonds shall be
surrendered for transfer, the Agency shall execute and the Fiscal
Agent shall deliver a new Series 1991 Bond or Series 1991 Bonds,
for like aggregate principal amount of the same maturity.
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No transfers of Series 1991 Bonds shall be required to be made
during the period established by the Fiscal Agent for the selection
of Series 1991 Bonds for redemption or after a Series 1991 Bond has
been selected for redemption. The Fiscal Agent shall require the
payment by the Owner requesting the transfer of any Series 1991
Bond of any tax or other governmental charge required to be paid
with respect to such transfer.
SECTION 2.07. E~chanqe of Ser~es %99% Bonds. Series 1991 Bonds
may be exchanged at the principal office of the Fiscal Agent for a
like aggregate principal amount of Series 1991 Bonds of other
authorized denominations of the same maturity. The Fiscal Agent
shall require the payment by the Owner requesting such exchange of
any tax or other governmental charge required to be paid with
respect to such exchange.
No exchanges of Series 1991 Bonds shall be required to be made
during the period established by the Fiscal Agent for the selection
of Series 1991 Bonds for redemption or after a Series 1991 Bond has
been selected for redemption.
SECTION 2.08. Bond Reqister. The Fiscal Agent will keep or
cause to be kept, at its principal corporate trust office in Los
Angeles, California, sufficient books for the registration and
transfer of the Series 1991 Bonds, which shall be open to
inspection by the Agency at reasonable times during regular
business hours; 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 books, Series 1991 Bonds as hereinbefore provided.
SECTION 2.09. Ownership of Series %99~ Bonds. The person in
whose name any Series 1991 Bond shall be registered shall be deemed
and regarded as the absolute Owner thereof for all purposes, and
payment of or on account of the principal of, premium, if any, and
interest or Accreted Value on, any such Series 1991 Bond, shall be
made only to or upon the order of the Owner thereof or his legal
representative. All such payments shall be valid and effectual to
satisfy and discharge the liability upon such Series 1991 Bond
including the interest thereon to the extent of the sum or sums so
paid.
SECTION 2.10. Temporary Series 1991 Bonds. The Series 1991
Bonds may be initially issued in temporary form exchangeable for
definitive Series 1991 Bonds when ready for delivery. The temporary
Series 1991 Bonds may be printed, lithographed or typewritten,
shall be of such denominations as may be determined by the Agency
and may contain such reference to any of the provisions of this
Resolution as may be appropriate. Every temporary Series 1991 Bond
shall be executed by the Agency upon the same conditions and in
substantially the same manner as the definitive Series 1991 Bonds.
If the Agency issues temporary Series 1991 Bonds it will execute
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and furnish definitive Series 1991 Bonds without delay, and
thereupon the temporary Series 1991 Bonds shall be surrendered, for
cancellation, in exchange therefor at the principal corporate trust
office of the Fiscal Agent in Los Angeles, California, and the
Fiscal Agent shall deliver in exchange for such temporary Series
1991 Bonds an equal aggregate principal amount of definitive Series
1991 Bonds of authorized denominations. Until so exchanged, the
temporary Series 1991 Bonds shall be entitled to the same benefits
pursuant to this Resolution as definitive Series 1991 Bonds
authenticated and delivered hereunder.
SECTION 2.11. Series ~9~1 Bonds Mutilated, Los~, Destroyed or
Sto~e~. If any Series 1991 Bond shall become mutilated the Agency,
at the expense of the owner of said Series 1991 Bond, shall
execute, and the Fiscal Agent shall thereupon deliver, a new Series
1991 Bond of like tenor and amount in exchange and substitution for
the Series 1991 Bond so mutilated, but only upon surrender to the
Fiscal Agent of the Series 1991 Bond so mutilated. Every mutilated
Series 1991 Bond so surrendered to the Fiscal Agent shall be
canceled by it and delivered to, or upon the order of, the Agency.
If any Series 1991 Bond shall be lost, destroyed or stolen,
evidence of such loss, destruction or theft may be submitted to the
Agency and the Fiscal Agent and, if such evidence be satisfactory
to both and indemnity satisfactory to them shall be given, the
Agency, at the expense of the owner, shall execute, and the Fiscal
Agent shall thereupon deliver, a new Series 1991 Bond of like tenor
and amount in lieu of and in substitution for the Series 1991 Bond
so lost, destroyed or stolen. The Agency may require payment of a
sum not exceeding the actual cost of preparing each new Series 1991
Bond issued under this Section and of the expenses which may be
incurred by the Agency and the Fiscal Agent in the premises. Any
Series 1991 Bond issued under the provisions of this Section in
lieu of any Series 1991 Bond alleged to be lost, destroyed or
stolen shall constitute an original additional contractual
obligation on the part of the Agency whether or not the Series 1991
Bond so alleged to be lost, destroyed or stolen be at any time
enforceable by anyone, and shall be equally and proportionately
entitled to the benefits of this Resolution with all other series
1991 Bonds and Parity Bonds issued pursuant to this Resolution.
SECTION 2.12. ~oo~-Entry System. The Series 1991 Bonds shall
be initially issued in the form of a separate single fully
registered Series 1991 Bond (which may be typewritten) for each of
the maturities of the Series 1991 Bonds. Upon initial execution
and delivery, the ownership of each such Series 1991 Bond shall be
registered in the registration books kept by the Fiscal Agent in
the name of the Nominee as nominee of the Depository. Except as
provided in Section 2.14 hereof, all of the Outstanding Series 1991
Bonds shall be registered in the registration books kept by the
Fiscal Agent in the name of the Nominee.
c:~6056\94691.6%Bomdl~mT.doc 15
With respect to Series 1991 Bonds registered in the
registration books kept by the Fiscal Agent in the name of the
Nominee, the Agency and the Fiscal Agent shall have no
responsibility or obligation to any Participant or to any Person on
behalf of which such a Participant holds an interest in the Series
1991 Bonds. Without limiting the immediately preceding sentence,
the Agency and the Fiscal Agent shall have no responsibility or
obligation with respect to (i) the accuracy of the records of the
Depository, the Nominee, or any Participant with respect to any
ownership interest in the Series 1991 Bonds, (ii) the delivery to
any Participant or any other Person, other than an Owner as shown
in the registration books kept by the Fiscal Agent, of any notice
with respect to the Series 1991 Bonds, including any notice
redemption, (iii) the selection by the Depository and its
Participants of the beneficial interest in the Series 1991 Bonds to
be redeemed in the event the Series 1991 Bonds are redeemed in
part, or (iv) the payment to any Participant or any other Person,
other than an Owner as shown in the registration books kept by the
Fiscal Agent, of any amount with respect to principal of, premium,
if any, or interest or Accreted Value on the Series 1991 Bonds.
The Agent and the Fiscal Agent may treat and consider the Person in
whose name each Series 1991 Bond is registered in the registration
books kept by the Fiscal Agent as the absolute owner of such Series
1991 Bond for the purpose of payment of principal, premium and
interest or Accreted Value with respect to such Series 1991 Bond,
for the purpose of giving notices of redemption and other matters
with respect to such Series 1991 Bond, for the purpose of
registering transfers with respect to such Series 1991 Bond, and
for all other purposes whatsoever. The Fiscal Agent shall pay all
principal of, premium, if any, and interest or Accreted Value with
respect to the Series 1991 Bonds only to or upon the order of the
respective Owners, as shown in the registration books kept by the
Fiscal Agent, or their respective attorneys duly authorized in
writing, and all such payments shall be valid and effective to
fully satisfy and discharge the Agency's obligations with respect
to payment of principal of, premium, if any, and interest or
Accreted Value on the Series 1991 Bonds to the extent of the sum or
sums so paid. No Person other than an Owner, as shown in the
registration books kept by the Fiscal Agent, shall receive a Series
1991 Bond evidencing the obligation of the Fiscal Agent to make
payments of principal, premium, if any, and interest or Accreted
Value pursuant to this Resolution. Upon delivery by the Depository
to the Owner, the Fiscal Agent and the Agency of written notice to
the effect that the Depository has determined to substitute a new
nominee in place of the Nominee the word Nominee in this Resolution
shall refer to such new nominee of the Depository.
SECTION 2.13. Representation ~etteN. In order to qualify the
Series 1991 Bonds for the Depository's book-entry system, the
Treasurer or a Responsible Officer is hereby authorized to execute
from time to time and deliver to such Depository a letter
representing such matters as shall be necessary to so qualify the
¢: ~056\94691.6~mdRtaT.doc
16
Series 1991 Bonds (the "Representation Letter"). The execution and
delivery of the Representation Letter shall not in any way limit
the provisions of Section 2.12 or in any other way impose upon the
Agency or the Fiscal Agent any obligation whatsoever with respect
to the Persons having interest in the Series 1991 Bonds other than
the Owners, as shown on the registration books kept by the Fiscal
Agent. In the written acceptance of the Fiscal Agent, such Fiscal
Agent shall agree to take all actions necessary for all
representations of the Agency in the Representation Letter with
respect to the Fiscal Agent to at all times be complied with. In
addition to the execution and delivery of the Representation
Letter, the Treasurer or a Responsible Officer is hereby authorized
to take any other actions, not inconsistent with this Resolution,
to qualify the Series 1991 Bonds for the Depository's book-entry
program.
SECTION 2.14. Transfer Outside Book-Entry System. In the
event (i) the Depository determines not to continue to act as
securities depository for the Series 1991 Bonds, or (ii) the Agency
determines that the Depository shall no longer so act, then the
Agency will discontinue the book-entry system with the Depository
provided that in no event may the Agency or the Depository
discontinue the book-entry system (i) during the period from the
15th day of the month immediately preceding an Interest Payment
Date to such Interest Payment Date, or (ii) during the 15 days next
preceding the date of mailing and publication of a notice of
redemption. If the Agency fails to identify another qualified
securities depository to replace the Depository or if the Agency
determines that the interests of the Owners may be adversely
affected if the book-entry system in continued, then the Agency
shall issue, authenticate and delivery the Replacement Series 1991
Bonds. Replacement Series 1991 Bonds will be transferable only by
presentation and surrender to the Agency or an agent of the Agency
to be designated in the Replacement Series 1991 Bonds, together
with an assignment duly executed by the Owner of the Replacement
Series 1991 Bond or by such Owner's representative in for~
satisfactory to the Agency, or any agent of the Agency, and
containing information required by the Agency in order to effect
such transfer.
SECTION 2.15. payments to the Nominee. Notwithstanding any
other provisions of this Resolution to the contrary, so long as any
Series 1991 Bond is registered in the name of the Nominee, all
payments with respect to principal, of, premium, if any, and
interest or Accreted Value on such Series 1991 Bond and all notices
with respect to such Series 1991 Bonds shall be made and give,
respectively, as provided in the Representation Letter or as
otherwise instructed by the Depository and agreed upon by the
Fiscal Agent.
c: ~056\94691.6~o~dR~s7.doc
17
SECTION 2.16. Initia~ Depository and Nominee. The initial
Depository under this Resolution shall be DTC. The initial Nominee
shall be Cede & Co., as Nominee of DTC.
SECTION 2.17. ~u~chases of 0utstandinq Series 199~ BoDds.
The Trustee may purchase Series 1991 Bonds on the open market, with
monies on deposit in the Special Fund, at a price not to exceed the
greater of par plus accrued interest or the price at which the
Series 1991 Bonds may be called for redemption, except as otherwise
permitted under the Redevelopment Law. Any Series 1991 Bonds
purchased by the Agency or by the Trustee on behalf of the Agency
shall be cancelled.
ARTICLE III
REDEMPTION OF SERIES 1991 BONDS
SECTION 3.01. (a) Optional Redemption. Series 1991 Bonds
maturing on or before November 1, 2001 are not subject to optional
redemption before their maturity. Series 1991 Bonds maturing on or
after November 1, 2002, are subject to optional redemption in whole
or in part on any Interest Payment Date on or after November 1,
2001, in inverse order of maturity and by lot within a maturity,
upon notice as described below, at the option of the Agency from
any available source of funds, at a redemption price equal to the
principal amount of Accreted Value thereof to be redeemed, together
with accrued interest thereon to the redemption date, plus a
premium (expressed as a percentage of the principal amount or
Accreted Value of Series 1991 Bonds to be redeemed) as follows:
Redemption Dates
Redemption Price
November 1, 2001 and May 1, 2002
November 1, 2002 and May 1, 2003
November 1, 2003 and thereafter
102%
101%
100%
Mandatory RedemptSQ~. Series 1991 Bonds maturing on November
1, 2015 (the "2015 Term Bonds") are subject to mandatory redemption
in part by lot prior to maturity from Sinking Account Installments
made on November 1, 2007 and on each November 1 thereafter to an
including November 1, 2015 (each a "sinking Account Payment Date")
at a redemption price equal to 100% of the Accreted Value thereof
plus accrued interest, if any, to the redemption date. 2016 Term
Bonds and the 2015 Term Bonds are referred to herein collectively
as the "Term Bonds") The following Sinking Account Installments
are calculated to be sufficient to redeem the principal amount of
2015 Term Bonds:
c: %6056\94691.6~k~dRes7 .doc
18
Redemption D&te
(November ~)
2007
2008
2009
2010
2011
2012
2013
2014
2015 (Maturity)
Series 1991 Bonds maturing on November 1, 2016 (the "2016 Term
Bonds") are subject to mandatory redemption in part by lot prior to
maturity from sinking account payments (the "Sinking Account
Installments") made on November 1, 2007 and on each November 1,
thereafter to and including November 1, 2016 (each a "Sinking
Account payment Date") at a redemption price equal to 100% of the
principal amount thereof plus accrued interest, if any, to the
redemption date. The following Sinking Account Installments are
calculated to be sufficient to redeem the principal amount of 2016
Term Bonds:
Redemption Date
(November ~)
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016 (Maturity)
SECTION 3.02. Se%ection for Redemption. Whenever less than
all Outstanding Series 1991 Bonds maturing on any one date are
called for redemption at any one time, the Fiscal Agent shall
select the Series 1991 Bonds to be redeemed from the Outstanding
Series 1991 Bonds maturing on such date not previously selected for
redemption, by lot in any manner which the Fiscal Agent deems fair;
provided, however, that if less than all the Outstanding Term Bonds
of any maturity are called for redemption at any one time, the
Fiscal Agent shall specify a reduction in any Sinking Account
Installments required to be made with respect to such Term Bonds
(in an amount equal to the amount of Outstanding Term Bonds to be
redeemed) which, to the extent practicable, results in
approximately equal annual debt service on the Series 1991 Bonds
c:~56~U~l.6~a~?.doc
19
Outstanding following such redemption. For purposes of selecting
Series 1991 Bonds for redemption, Series 1991 Current Interest
Bonds shall be deemed to be composed of $5,000 portions, and Series
1991 Capital Appreciation Bonds shall be deemed to be composed of
portions equal to their respective Accreted Values as of the
redemption date, and any such portions may be separately redeemed.
SECTION 3.03. Notice of Redemption. (a) Official notice of
redemption shall be given by the Fiscal Agent for and on behalf of
the Agency by first class mail, postage prepaid, not less than 30
nor more than 60 days prior to the redemption date, to the
respective Owners of any Series 1991 Bonds designated for
redemption at their addresses appearing on the bond registration
books of the Fiscal Agent and, so long as the Bond Insurance Policy
is in full force and effect, to (or to such other
address as the Bond Insurer shall provide to the Fiscal Agent).
Each official notice of redemption shall state the redemption date,
the place or places of redemption, and, if less than all of the
Series 1991 Bonds, the distinctive numbers of the Series 1991 Bonds
to be redeemed and, in the case of Series 1991 Bonds to be redeemed
in part only, the respective portions of the principal amount
thereof to be redeemed, and shall also state that on said date
there will become due and payable on each of said Series 1991 Bonds
the redemption price thereof or of said specified portion of the
principal thereof in the case of a Series 1991 Bond to be redeemed
in part only, together with interest accrued thereon to the
redemption date, and that from and after such redemption date
interest thereon shall cease to accrue, and shall require that such
Series 1991 Bonds be then surrendered.
The Agency shall notify the Fiscal Agent in writing of its
intention to call and redeem Series 1991 Bonds at least 90 days
prior to the redemption date. A certificate by the Fiscal Agent
that the official notice of redemption has been given to Owners of
Series 1991 Bonds as herein provided shall be conclusive as against
all parties, and no Owner whose Series 1991 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 receive actual notice of call and redemption.
Whenever any Series 1991 Bonds are to be selected for
redemption by lot, the Fiscal Agent shall determine, in any manner
deemed by it to be fair, the numbers of the Series 1991 Bonds to be
redeemed, and shall notify the Agency thereof.
The Fiscal Agent shall determine, in sufficient time to give
the notices required by this Section, what sums will be available
on the redemption date in accordance with this Resolution, and
shall cause notice to be given in accordance with such
determination. Funds for the redemption of the Series 1991 Bonds
shall be set aside by the Fiscal Agent in the Redemption Fund
established pursuant to Section 4.01 of this Resolution (or in
c: ~60~6\94691.6~oad Rm7 .doc 2 0
another special trust fund or account established for the same
purpose) and shall be applied on or after the redemption date to
payment (principal and premium, if any) for the Series 1991 Bonds
to be redeemed upon presentation and surrender of such Series 1991
Bonds, and shall be used only for that purpose. Any interest due on
or prior to the redemption date shall be paid from the Special Fund
described in Section 5.02. If after all the Series 1991 Bonds
called have been redeemed and canceled or paid and canceled there
are moneys remaining in the Redemption Fund, said moneys shall be
transferred to the Special Fund; provided, however, that if said
moneys are part of the proceeds of refunding bonds said moneys
shall be transferred to the fund created for the payment of
principal of and interest on said refunding bonds.
When official notice of redemption has been given, as provided
herein, and when the amount necessary for the redemption of the
Series 1991 Bonds called for redemption (principal and premium, if
any) is set aside for that purpose in the Redemption Fund, as
provided herein the Series 1991 Bonds designated for redemption
shall become due and payable on the date fixed for redemption
thereof, and, upon presentation and surrender of said Series 1991
Bonds, at the place specified in the official notice of redemption,
such Series 1991 Bonds shall be redeemed and paid at said
redemption price out of the Redemption Fund, and no interest will
accrue on such Series 1991 Bonds called for redemption from and
after the redemption date specified in such notice, and the Owners
of said Series 1991 Bonds so called for redemption after such
redemption date shall look for the payment of such Series 1991
Bonds and the premium thereon only to the Redemption Fund. All
Series 1991 Bonds redeemed shall forthwith be canceled and
destroyed by the Fiscal Agent and shall not be reissued.
Upon surrender of any Series 1991 Bond redeemed in part only,
the Agency shall execute and the Fiscal Agent shall authenticate
and deliver to the Owner thereof, at the expense of the Agency, a
new Series 1991 Bond or Series 1991 Bonds of the same maturity and
of authorized denominations equal in aggregate principal amount to
the unredeemed portion of the Series 1991 Bond surrendered.
(b) In addition to the foregoing official notice of
redemption, further notice shall be given by the Fiscal Agent for
and on behalf of the Agency as set out below, but no defect in said
further notice nor any failure to give all or any portion of such
further notice shall in any manner defeat the effectiveness of a
call for redemption.
(1)
Each further notice of redemption given hereunder shall
contain the information required above for an official
notice of redemption plus (i) the CUSIP numbers of all
Series 1991 Bonds being redeemed; (ii) the date of issue
of the Series 1991 Bonds as originally issued; (iii) the
rate of interest borne by each Series 1991 Bond being
c: ~6056\94691.6~x~d R~7.doc 2 1
(2)
redeemed; (iv) the maturity date of each Series 1991 Bond
being redeemed; and (v) any other descriptive information
needed to identify accurately the Series 1991 Bonds being
redeemed.
Each further notice of redemption shall be sent at least
two days prior to the date notice of redemption is mailed
to the Owners, by registered or certified mail, postage
prepaid, telephonically confirmed facsimile transmission,
or overnight delivery service, to the registered
securities depositories (such depositories now being the
four listed below) at the address or transmission number
given, or such other address or transmission number as
may have been delivered in writing by any such depository
to the Fiscal Agent for such purpose not later than the
close of business on the day before such redemption
notice is given:
(3)
c:'~,0~6\9.~9 i .6~ks~dR~a7.do~
The Depository Trust Company
711 Stewart Avenue
Garden City, New York 11530
Facsimile transmission:
(516) 227-4039
(516) 227-4190
Midwest Securities Trust Company
Capital Structures-Call Notification
440 South La Salle Street
Chicago, Illinois 60605
Facsimile transmission: (312) 663-2343
Pacific Securities Depository Trust Company
Pacific and Company
P.O. Box 7041
San Francisco, California 94120
Facsimile transmission: (415) 393-4128
Philadelphia Depository Trust Company
Reorganization Division
1900 Market Street
Philadelphia, Pennsylvania 19103
Facsimile transmission: (215) 496-5058;
Each further notice of redemption shall also be sent at
least two days prior to the date notice of redemption is
mailed to the Owners, by registered or certified mail,
postage prepaid, or overnight delivery service, to one of
the following services selected by the Agency and
designated in writing to the Fiscal Agent:
Financial Information, Inc.'s
Financial Daily Called Bond Service;
22
Interactive Data Corporation's
Bond Service;
Kenny Information Service's
Called Bond Service;
Moody's Municipal and Government; or
Standard & Poor's Called Bond Record; and
Each check or other transfer of funds to a securities
depository issued by the Fiscal Agent for the purpose of redeeming
Series 1991 Bonds shall be accompanied by a written instrument
which bears the CUSIP numbers identifying, by issue and maturity,
the Series 1991 Bonds being redeemed with the proceeds of such
check or other transfer.
ARTICLE IV
FUNDS; DISPOSITION OF BOND PROCEEDS; PARITY BONDS
SECTION 4.01. Funds.
(a) The following special trust fund shall be held and
maintained by the Treasurer:
(1) The Town Center Area Redevelopment Project
Redevelopment Fund (the "Redevelopment Fund"); and
(b) The following special trust funds shall be held and
maintained by the Fiscal Agent:
(1) The Town Center Area Redevelopment Project
Special Fund (the "Special Fund"), which shall
include the accounts described in Section 5.02; and
(2) The Town Center Area Redevelopment Project
Redemption Fund (the "Redemption Fund").
So long as any of the Series 1991 Bonds herein authorized, or
any interest thereon, remains unpaid, the moneys in the foregoing
funds shall be used for no purpose other than those required or
permitted by this Resolution and the Law.
SECTION 4.02. Disposition of Series 1991 Bond Proceeds. The
proceeds from the sale of the Series 1991 Bonds shall be deposited
simultaneously with the delivery of the Series 1991 Bonds, as
follows:
(a) In the Interest Account in the Special Fund, the
accrued interest and premium, if any, and capitalized interest, if
any, received upon the sale of the Series 1991 Bonds.
c: ~60~6\94691.6~3o0d RmT.doc
23
(b) In the Reserve Account in the Special Fund, such sum
as may be necessary so that the amount on deposit in the Reserve
Account is equal to the Reserve Requirement.
(c) In the Redevelopment Fund, the remainder of the
proceeds.
SECTION 4.03. Redevelopment Fund. Moneys in the Redevelopment
Fund shall be used in the manner provided by law solely for the
purpose of aiding in financing the Project or for any lawful
purpose in connection therewith.
The Agency shall pay moneys from the Redevelopment Fund upon
receipt of warrants drawn thereon and signed by at least one duly
authorized officer or member of the Agency. The Agency warrants
that no withdrawal shall be made from the Redevelopment Fund for
any purpose not authorized by law.
Any moneys in the Redevelopment Fund in excess of that amount
required to complete the Project shall be transferred from the
Redevelopment Fund to the Special Fund.
SECTION 4.04. Issuance of Parity Bonds. The Agency may provide
for the issuance of, and sell, Parity Bonds, subject to any
limitation contained in the Redevelopment Plan and subject to the
following conditions precedent to such sale:
(a) The Agency shall be in compliance with all covenants
set forth in this Resolution;
(b) Tax Revenues, excluding interest earnings thereon,
received or to be received by the Agency based upon the most recent
assessed valuation of taxable property in the Project Area (as
reported by the Orange County Assessor or the Orange County
Auditor-Controller) and upon the most recently established tax
rates (plus an allowance for estimated Tax Revenues resulting from
the construction of improvements in the Project Area which has been
completed prior to the date of issuance of such Parity Bonds but
which is not yet on the tax rolls, including any increase in
taxable valuation of the land underlying such improvements) are at
least equal to 125% of the Maximum Annual Debt Service on all
Series 1991 Bonds and Parity Bonds which will be Outstanding in
accordance with their terms following the issuance of such Parity
Bonds, all as evidenced by a report of an Independent Financial
Consultant or an Independent Real Estate to consultant;
(c) The supplemental resolution providing
issuance of such Parity Bonds shall provide that:
for the
(1) Money shall be deposited in the Reserve Account as
necessary so that the amount on deposit in the Reserve
Account will equal the Reserve Requirement;
c:\6056~94691.6~nd Rta7.doc
24
(2) Principal of and interest on such Parity Bonds shall
be payable on the same month and day as principal of and
interest on the Series 1991 Bonds;
(3) The proceeds of such Parity Bonds shall be applied
solely for (i) the purpose of aiding in financing the
Project, including payment of all cost incidental to or
connected with such financing, and/or (ii) the purpose
of refunding any Series 1991 Bonds or Parity Bonds,
including payment of all costs incidental to or
connected with such refunding; and
(4) The Agency shall have received all required
approvals or rulings from any governmental authority
having jurisdiction over such Parity Bonds or their
terms, including, without limitation, compliance with
all requirements of the Department of the Treasury of
the United States.
The term "Series 1991 Bonds" when used in Article V includes
Parity Bonds.
SECTION 4.05. Subordinated Indebtedness. If and to the extent
permitted by law the Agency may, at any time and from time to time,
issue indebtedness subordinate in all respects to the security
interest, pledge and assignment of the Pledged Tax Revenues,
moneys, securities and funds created by this Resolution as security
for the Series 1991 Bonds.
SECTION 4.06. Validity of Series 1991 ~onds. The validity of
the authorization and issuance of the Series 1991 Bonds shall not
be dependent upon the completion of the Project or upon the
performance by any person of his or her obligation with respect to
the Project.
ARTICLE V
PLEDGE AS SECURITY; SPECIAL FUND AND ACCOUNTS
SECTION 5.01. Pledged Tax Revenues. Ail the Pledged Tax
Revenues and all money in the funds and accounts provided for in
Section 5.02 are hereby irrevocably pledged to the punctual payment
of the interest on and principal of and redemption premiums, if
any, on the Series 1991 Bonds, and, except as otherwise provided in
Section 5.02 hereof, the Pledged Tax Revenues and such other money
shall not be used for any other purpose while any of the Series
1991 Bonds remain Outstanding. This pledge shall constitute an
exclusive lien on the Pledged Tax Revenues and such other money for
the payment of the Series 1991 Bonds in accordance with the terms
thereof.
¢:\6056\94691.6~[]ond Res7.doc 25
SECTION 5.02. Specia~ Fund. From and after the date of
delivery of the Series 1991 Bonds and, so long as any Series 1991
Bonds shall be Outstanding hereunder, all Pledged Tax Revenues
shall be paid to the Fiscal Agent when and as received by the
Agency, and deposited in the Special Fund. Notwithstanding the
foregoing, there shall not be paid to the Fiscal Agent for deposit
in the Special Fund any taxes eligible for allocation to the Agency
pursuant to the Law in an amount in excess of that amount which,
together with all money then on deposit with the Fiscal Agent in
the Special Fund and the accounts therein, shall be sufficient to
discharge all Outstanding Series 1991 Bonds as provided in Section
10.03. All moneys in the Special Fund shall be set aside by the
Fiscal Agent in the following respective accounts within the
Special Fund (each of which is hereby created and each of which the
Agency hereby covenants and agrees to maintain) in the following
order of priority, the requirements of each such account at the
time of setting aside to be satisfied before any money is set aside
in any account subsequent in priority:
(a) Interest Account. No later than one Business Day before
each Interest Payment Date, the Fiscal Agent shall set aside from
the Special Fund and deposit in the Interest Account an amount of
money which, together with any money contained therein, is equal to
the aggregate amount of the interest becoming due and payable on
all Outstanding Series 1991 Bonds on the next succeeding Interest
Payment Date.
No deposit shall be made into the Interest Account if the
amount contained therein is at least equal to the aggregate amount
of the interest becoming due and payable on all Outstanding Series
1991 Bonds on the next succeeding Interest Payment Date.
Ail money in the Interest Account shall be used and withdrawn
by the Fiscal Agent solely for the purpose of paying the interest
on the Series 1991 Bonds as the same becomes due and payable
(including accrued interest on any Series 1991 Bonds purchased or
redeemed prior to maturity).
(b) Principal Account. No later than one Business Day before
each Principal Payment Date, the Fiscal Agent shall set aside from
the Special Fund and deposit in the Principal Account an amount of
money which together with any money contained therein, is equal to
the principal amount of Series 1991 Bonds maturing or required to
be redeemed through mandatory call on the next succeeding Principal
Payment Date. In the event that there shall be insufficient money
in the Special Fund to make in full all such principal payments
required to be made at any one time, then the available money shall
be applied pro rata to the making of such principal payments in the
proportion which all such principal payments bear to each other.
No deposit shall be made into the Principal Account if the
amount contained therein is at least equal to the aggregate amount
c:~056~9~1691.6~Bond P~7.do~
26
of the principal of all Outstanding Series 1991 Bonds maturing or
required to be redeemed through mandatory call on the next
succeeding Principal Payment Date.
Ail money in the Principal Account shall be used and withdrawn
by the Fiscal Agent solely for the purpose of paying the principal
of the Series 1991 Bonds as they mature or are required to be
redeemed through mandatory call.
(c) Reserve Account. No later than one Business Day before
each Principal Payment Date, the Fiscal Agent shall set aside from
the Special Fund and deposit in the Reserve Account such amount of
money as shall be required to maintain a balance in the Reserve
Account equal to the Reserve Requirement. No deposit need be made
in the Reserve Account so long as there shall be on deposit therein
a sum equal to at least the amount required by this paragraph. All
money in the Reserve Account shall be used and withdrawn by the
Fiscal Agent solely for the purpose of replenishing the Interest
Account or the Principal Account, in such order, in the event of
any deficiency at any time in either of such accounts, or for the
purpose of paying the interest on or principal of or redemption
premiums, if any, on the Series 1991 Bonds in the event that no
other money of the Agency is lawfully available therefor, or for
the retirement of all the Series 1991 Bonds then Outstanding,
except that so long as the Agency is not in default hereunder and
subject to the provisions of Section 5.03, any amount in the
Reserve Account in excess of the amount required by this subsection
(c) to be on deposit therein shall, at the discretion and at the
Written Request of the Agency, be (i) transferred to the Treasurer
and deposited in the Redevelopment Fund; (ii) used for the purchase
of Series 1991 Bonds at public or private sale as and when and at
such prices (including brokerage and other charges, but excluding
accrued interest, which is payable from the Interest Account) as
the Agency in its discretion may determine, but not to exceed the
par value of such Series 1991 Bonds plus the redemption premium
applicable on the next ensuing optional redemption date; or (iii)
transferred to the Redemption Fund and used for the redemption of
any Series 1991 Bonds which are subject to call and redemption
prior to maturity.
The Agency may at any time elect, subject to restrictions in
the Series 1987 Bond Resolution, after review and with the approval
of the Bond Insurer, so long as any Bond Insurance Policy is in
full force and effect, to maintain the Reserve Requirement by
obtaining a letter of credit, a surety bond, a policy of insurance
or any other security device (in each case rated in the highest two
rating categories by each Rating Agency which rates the Series 1991
Bonds at such time), in any amount which, together with any funds
on deposit in the Reserve Account, will guarantee to the Agency the
full amount of the Reserve Requirement at such times as all or any
portion of the Reserve Requirement is needed for transfer to the
Interest Account and/or Principal Account.
c:X6056\94691.6~JRmdP~a7.dm: 2 7
SECTION 5.03. Deposit and Investment of Money in Funds
and Accounts. All money held by the Agency or Fiscal Agent in any
of the funds or accounts established pursuant to this Resolution
shall be held in time or demand deposits in any bank, savings and
loan or trust company (including the Fiscal Agent) authorized to
accept deposits of public funds, and shall be secured at all times
by such obligations as are required by law and (except as the
Agency may waive security for such portion of any deposit as is
insured pursuant to federal law) to the fullest extent required by
law, except such money as is at the time invested in accordance
with this Section.
Money in the Special Fund or in any account thereof, upon the
Written Request of the Agency, shall be invested by the Fiscal
Agent, and money in the Redevelopment Fund may be invested by the
Agency, in any investments permitted by law; provided, however,
that, such investments shall be permitted only if and to the extent
expressly authorized in the list of permissible investments to be
provided to the Agency and the Fiscal Agent from time to time by
the Bond Insurer.
Investments of money in the Special Fund or in the Interest
Account or in the Principal Account must mature prior to the date
at which such money is estimated to be required to be paid out
hereunder.
Money in the Reserve Account, upon the Written Request of the
Agency, shall be invested by the Fiscal Agent in any legally
permitted investments maturing not more than 10 years from the date
of purchase by the Fiscal Agent; provided, however, that such
investments shall be permitted only and to the extent expressly
authorized in the list of permissible investments provided to the
Agency and the Fiscal Agent from time to time by the Bond Insurer.
The Fiscal Agent may commingle the moneys held by it in any of
the funds or accounts established pursuant to this Resolution for
investment purposes only, provided that all funds or accounts held
by the Fiscal Agent hereunder shall be accounted for separately,
notwithstanding such commingling.
Any interest, income or profits from the deposits or
investments of the Redevelopment Fund shall remain in the
Redevelopment Fund. Any interest, income or profits from the
deposits or investments of all funds other than the Redevelopment
Fund and of all accounts shall be deposited in the Special Fund.
ARTICLE VI
COVENANTS OF THE AGENCY
SECTION 6.01. General. The Agency shall preserve and protect
the security of the Series 1991 Bonds and the rights of the Owners
and defend their rights against all claims and demands of all
persons. Until such time as an amount has been set aside sufficient
to pay at maturity, or to call prior to maturity, all Outstanding
Series 1991 Bonds, plus unpaid interest thereon to maturity, or to
the call date, 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 Series 1991 Bond issued hereunder, including
the covenants and agreements set forth herein for the benefit of
the Owners.
SECTION 6.02. Punctual Payment. The Agency will punctually pay
or cause to be paid the principal and interest or Accreted Value to
become due in respect of all the Series 1991 Bonds, in strict
conformity with the terms of the Series 1991 Bonds and of this
Resolution, and it will faithfully observe and perform all of the
conditions, covenants and requirements of this Resolution and of
the Series 1991 Bonds. Nothing herein contained shall prevent the
Agency from making advances of its own moneys howsoever derived to
any of the uses or purposes referred to herein.
SECTION 6.03. Extension of Series 1991 Bonds. The Agency will
not, directly or indirectly, extend or consent to the extension of
the time for the payment of any Series 1991 Bond or claim for
interest on any of the Series 1991 Bonds and will not, directly or
indirectly, be a party to approve any such arrangement by
purchasing or funding the Series 1991 Bonds or claims for interest
or in any other manner. In case the maturity of any such Series
1991 Bond or claim for interest shall be extended or funded,
whether or not with the consent of the Agency, such Series 1991
Bond or claim for interest so extended or funded shall not be
entitled, in case of default hereunder, to the benefits of this
Resolution, except subject to the prior payment in full of the
principal of all the Series 1991 Bonds then Outstanding and of all
claims for interest which shall not have been so extended or
funded.
SECTION 6.04. Aqainst Encumbrances. The Agency will not
encumber, pledge or place any charge or lien upon any of the Tax
Revenues superior to or on a parity with the pledge and lien herein
created for the benefit of the Series 1991 Bonds, except as
permitted by this Resolution.
SECTION 6.05. Manaqement and Operat%on of Properties. The
Agency will manage and operate all properties owned by the Agency
and comprising any part of the Project in a sound and businesslike
c:\6056\94691.6~omlRm7.doc 29
manner, and will keep such properties insured at all times in
conformity with sound business practice.
SECTION 6.06. Payment of Claims. The Agency will pay and
discharge, or cause to be paid and discharged, any and all lawful
claims for labor, materials or supplies which, if unpaid, might
become a lien or charge upon the properties owned by the Agency or
upon the Pledged Tax Revenues or any part thereof, or upon any
funds in the hands of the Fiscal Agent, or which might impair the
security of the Series 1991 Bonds. Nothing herein contained shall
require the Agency to make any such payment so long as the Agency
in good faith shall contest the validity of said claims.
SECTION 6.07. Books and Accounts; F~nancial Statement. The
Agency will keep, or cause to be kept, proper books of record and
accounts, separate from all other records and accounts of the
Agency and the City of Tustin, in which complete and correct
entries shall be made of all transactions relating to the Project
and to the Tax Revenues. Such books of record and accounts shall at
all times during business hours be subject to the inspection of the
Owners of not less than 10% of the principal amount of the Series
1991 Bonds then Outstanding, or their representatives authorized in
writing.
The Agency will cause to be prepared and filed with the Fiscal
Agent annually, within 180 days after the close of each Fiscal Year
so long as any of the Series 1991 Bonds are Outstanding, complete
financial statements with respect to that Fiscal Year showing the
Tax Revenues, all disbursements from the Tax Revenues and the
financial condition of the Project, including the balances in all
funds and accounts relating to the Project, as of the end of such
Fiscal Year, which statement shall be accompanied by a certificate
or opinion in writing of an Independent Certified Public
Accountant. The Agency will furnish a copy of such statements to
any Owner upon request.
SECTION 6.08. P~otection of Security a~d Riqh~s of Ow~e~s. The
Agency will preserve and protect the security of the Series 1991
Bonds and the rights of the Owners, and will warrant and defend
their rights against all claims and demands of all persons. From
and after the sale and delivery of any of the Series 1991 Bonds by
the Agency, the Series 1991 Bonds shall be incontestable by the
Agency.
SECTION 6.09. Payment of Taxes and Other Cha~ges. Subject to
the provisions of Section 6.12, the Agency will pay and discharge,
or cause to be paid and discharged, all taxes, service charges,
assessments and other governmental charges which may hereafter be
lawfully imposed upon the Agency or the properties then owned by
the Agency in the Project Area when the same shall become due.
Nothing herein contained shall require the Agency to make any such
¢:\6056\94691.6~oodRm7.doc
30
payment so long as the Agency in good faith shall contest the
validity of said taxes, assessments or charges. The Agency will
duly observe and conform with all valid requirements of any
governmental authority relative to the Project or any part thereof.
SECTION 6.10. Completion of Project. The Agency will com-
mence, and will continue to completion, with all practicable dis-
patch, the Project, and the Project will be accomplished and com-
pleted in a sound and economical manner and in conformity with the
Redevelopment Plan and the Law.
SECTION 6.11. Taxation of Leased P~operty. Whenever any
property in the Project Area has been redeveloped and thereafter is
leased by the Agency to any person or persons (other than the City
of Tustin or the County of Orange) or whenever the Agency leases
real property in the Project Area to any person or persons for
redevelopment, the property shall be assessed and taxed in the same
manner as privately owned property (in accordance with Section
33673 of the Law), and the lease or contract shall provide 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.
SECTION 6.12. Disposition of Property. The Agency will not
authorize the disposition of any land or real property in the
Project Area to anyone which will result in such property becoming
exempt from taxation because of public ownership or use or
otherwise (except property planned for such ownership or use by the
Redevelopment Plan in effect on the date of this Resolution) so
that such disposition shall, when taken together with other such
dispositions, aggregate more than 10% of the land area in the
Project Area, unless such disposition is made as hereinafter
provided in this Section 6.12.
If the Agency proposes to make such a disposition, it shall
thereupon appoint a reputable Independent Financial Consultant and
direct such consultant to report on the effect of the proposed
disposition.
If the report of the Independent Financial Consultant
concludes that the security of the Series 1991 Bonds and the rights
of the Owners will not be materially impaired by the proposed
disposition, and that Tax Revenues allocated to the Agency will not
be significantly diminished by the proposed disposition, the Agency
may thereafter make the disposition. If said Report does not so
conclude, the Agency shall not make the proposed disposition.
The Agency shall have the sole and exclusive authority to
appoint said Consultant. Neither the Agency nor said Consultant
shall be liable in connection with the performance of their duties
hereunder, except for their own gross negligence or willful
misconduct.
¢: \6056\9469 ! .6~o~d Rea7.doc 3 i
SECTION 6.13. Tax Revenues. The Agency shall comply with all
requirements of the Law to insure the allocation and payment to it
of the Tax Revenues, including without limitation the timely filing
of any necessary statements of indebtedness and amendments thereto
with appropriate officials of the County of Orange.
SECTION 6.14. Eminent Domain proceeds. The net proceeds
received by the Agency from any eminent domain proceeding with
respect to property within the Project Area acquired with the
proceeds of the Series 1991 Bonds or of any Parity Bonds shall be
treated as Tax Revenues.
SECTION 6.15. Wax Covenants. (a) The Agency covenants that,
in order to maintain the exclusion from gross income for Federal
income tax purposes of the interest on the Series 1991 Bonds, and
for no other purpose, the Agency will satisfy, or take such actions
as are necessary to cause to be satisfied, each provision of the
Code necessary to maintain such exclusion. In furtherance of this
covenant the Agency agrees to comply with such written instructions
as may be provided by Bond Counsel.
(b) The Agency covenants that no part of the proceeds of
the Series 1991 Bonds shall be used, directly or indirectly, to
acquire any "investment property," as defined in section 148 of the
Code, which would cause the Series 1991 Bonds to become "arbitrage
bonds" within the meaning of Section 148 of the Code, as in effect
from time to time, or under applicable Treasury regulations
promulgated thereunder. In order to assure compliance with the
rebate requirements of Section 148 of the Code, the Agency further
covenants that it will pay or cause to be paid to the United States
Treasury Department the amounts necessary to satisfy the
requirements of Section 148(f) of the Code, and that it will
establish such accounting procedures as are necessary to adequately
determine, account for and pay over any such amount or amounts
required to be paid to the United States in a manner consistent
with the requirements of Section 148 of the Code, such covenants to
survive the defeasance of the Series 1991 Bonds.
(c) The Agency covenants that it will not take any
action or omit to take any action, which action or omission, if
reasonably expected on the date of initial execution and delivery
of the Series 1991 Bonds, would result in a loss of exclusion from
gross income
for purposes of Federal income taxation, under Section 103 of the
Code, of interest on the Series 1991 Bonds.
(d) The Agency covenants that it will not use or permit
the use of any property financed with the proceeds of the Series
1991 Bonds by any person (other than a state or local governmental
unit) in such manner or to such extent as would result in a loss of
exclusion of the interest on the Series 1991 Bonds from gross
c: ~6056~94691.6~BondR~7.doc 32
income for Federal income tax purposes under Section 103 of the
Code.
(e) Notwithstanding any provision of this Resolution,
and except as provided below, the Agency covenants that none of the
moneys contained in any of the funds or accounts created pursuant
to the Resolution shall be: (1) used in making loans guaranteed by
the United States (or any agency or instrumentality thereof), (2)
invested directly or indirectly in a deposit or account insured by
the Federal Deposit Insurance Corporation, National Credit Union
Administration or any other similar Federally chartered
corporation, or (3) otherwise invested directly or indirectly in
obligations guaranteed (in whole or in part) by the United States
(or any agency or instrumentality thereof); provided, however, that
the above restrictions do not apply to: (i) the investment of
moneys held in the Special Fund or any other "bona fide debt
service fund" as defined for purposes of Section 148 of the Code,
(ii) to investment in direct obligations of the United States
Treasury, (iii) to investment in obligations guaranteed by the
Federal National Mortgage Association, Government National Mortgage
Association, or the Federal Home Loan Mortgage Corporation, (iv)
obligations issued pursuant to Section 2lB(d) (3) of the Federal
Home Loan Bank Act, as amended by Section 511(a) of the Financial
Institutions Reform, Recovery, and Enforcement Act of 1989, (v) to
investments permitted under regulations issued pursuant to Section
149(b) (3) (B) of the Code, or (vi) to such other investments
permitted under the Resolution as, in the opinion of Bond Counsel,
do not jeopardize the exclusion from gross income for Federal
income tax purposes of interest on the Series 1991 Bonds.
SECTION 6.16. Further Assurances. The Agency will adopt, make,
execute and deliver any and all such further resolutions,
instruments and assurances as may be reasonably necessary or proper
to carry out the intention or to facilitate the performance of this
Resolution, and for the better assuring and confirming unto the
Owners of the Series 1991 Bonds of the rights and benefits provided
in this Resolution.
ARTICLE VII
THE FISCAL AGENT
SECTION 7.01. Appointment of Fiscal Aqent.
at its principal corporate trust office in
Los Angeles, California, is hereby appointed Fiscal Agent for the
Agency to act as the agent and depositary of the Agency for the
purpose of receiving all moneys required to be paid to the Fiscal
Agent hereunder, to allocate, use and apply the same, to hold,
receive and disburse the Pledged Tax Revenues and other funds
pledged or held hereunder, and otherwise to hold all the offices
and perform all the functions and duties provided in this
Resolution to be held and performed by the Fiscal Agent. The Fiscal
c: \6056\946~ 1.6~0~tPa~7 .doc 33
Agent shall signify its acceptance of the duties and obligations
imposed upon it by this Resolution by executing and delivering to
the Agency a written acceptance thereof; and by executing and
delivering such acceptance, the Fiscal Agent shall be deemed to
have accepted such duties and obligations, but only upon the terms
and conditions set forth in this Resolution.
The Agency, so long as it is not in default hereunder may
remove the Fiscal Agent initially appointed, and any successor
thereto, and shall remove the Fiscal Agent if at any time it is
requested to do so by an instrument or concurrent instruments in
writing signed by the Owners of not less than a majority in
aggregate principal amount of the Series 1991 Bonds then
Outstanding (or their attorneys duly authorized in writing) and may
appoint a successor or successors thereto, but any such successor
shall be a bank or trust company doing business and having an
office in Los Angeles, California, having a combined capital
(exclusive of borrowed capital) and surplus of at least Fifty
Million Dollars ($50,000,000), and subject to supervision of
examination by federal or state authority. If such bank or trust
company publishes a report of condition at least annually, pursuant
to law or to the requirements of any supervising or examining
authority above referred to, then for the purposes of this Section
the combined capital and surplus of such bank or trust company
shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published.
The Fiscal Agent may at any time resign by giving written
notice by first class mail to the Agency and the Owners. Upon
receiving notice of such resignation, the Agency shall promptly
appoint a successor Fiscal Agent by an instrument in writing. Any
resignation or removal of the Fiscal Agent and appointment of a
successor Fiscal Agent shall become effective upon acceptance of
appointment by the successor Fiscal Agent.
SECTION 7.02. Liability of F~sca~ Aqent. The recitals of
facts, covenants and agreements herein and in the Series 1991 Bonds
contained shall be taken as statements, 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 Series 1991
Bonds, and shall not incur and responsibility in respect thereof,
other than in connection with the duties or obligations herein or
in the Series 1991 Bonds assigned to or imposed upon it. The Fiscal
Agent shall not be liable in connection with the performance of its
duties hereunder, except for its own gross negligence or willful
misconduct.
sEcTION 7.03. Notice to Fiscal Aqent. The Fiscal Agent shall
be protected in acting upon any notice, resolution, request,
consent, order, certificate, report, warrant, bond or other paper
or document believed by it to be genuine and to have been signed or
c:\6056\94691.6~,ndR~7.doc 3 4
presented by the proper party or proper parties. The Fiscal Agent
may consult with counsel of its own choice with regard to legal
questions, and the opinion of such counsel shall be full and
complete authorization and protection in respect of any action
taken or suffered by it hereunder in good faith and in accordance
therewith.
The Fiscal Agent shall not be bound to recognize any person as
the Owner of a Series 1991 Bond unless and until such Series 1991
Bond is submitted for inspection, if required, and his title
thereto satisfactorily established, if disputed.
Whenever in the administration of its duties under the
Resolution the Fiscal Agent shall deem it necessary or desirable
that a matter be proved or established prior to taking or suffering
any action hereunder, such matter (unless other evidence in respect
thereof be herein specifically prescribed) may, in the absence of
bad faith on the part of the Fiscal Agent, be deemed to be
conclusively proved and established by a certificate of the Agency,
and such certificate shall be full warrant to the Fiscal Agent for
any action taken or suffered under the provisions of this
Resolution or any Supplemental Resolution upon the faith thereof,
but in its discretion the Fiscal Agent may, in lieu thereof, accept
other evidence of such matter or may require such additional
evidence as to it may see reasonable.
The Fiscal Agent undertakes to perform such duties, and only
such duties as are specifically set forth in this Resolution and no
implied duties or obligations shall be read into this Resolution
against the Fiscal Agent.
No provision in this Resolution shall require the Fiscal Agent
to risk or expend its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder.
The Agency agrees to pay the Fiscal Agent reasonable
compensation for its services and to reimburse the Fiscal Agent for
all its fees and expenses, including but not limited to attorneys
fees. The Agency further agrees to indemnify and hold the Fiscal
Agent harmless from any loss, liability or expense, including
attorneys fees not arising from its negligence or willful
misconduct which it may incur in the exercise and performance of
its duties hereunder. Such indemnity shall survive the
satisfaction or defeasance of the bonds or resignation of the
Fiscal Agent hereunder for acts or failure to act which arose prior
to such satisfaction, defeasance or resignation.
c:\60~6'~94691.6~o~dRen7.do~
35
ARTICLE VIII
MODIFICATION OR AMENDMENT OF THE RESOLUTION
SECTION 8.01. Amendments Permitted. This Resolution and the
rights and obligations of the Agency and of the Owners of the
Series 1991 Bonds may be modified or amended at any time by a
Supplemental Resolution and pursuant to the affirmative vote at a
meeting of Owners, or with the written consent without a meeting,
of the Owners of at least sixty percent (60%) in aggregate
principal amount of the Series 1991 Bonds then Outstanding,
exclusive of Series 1991 Bonds disqualified as provided in Section
8.04, and, so long as the Bond Insurance Policy is in full force
and effect, with the written consent of the Bond Insurer. No such
modification or amendment shall (1) extend the maturity of any
Series 1991 Bond; or reduce the interest rate thereon, or otherwise
alter or impair the obligation of the Agency to pay the principal
thereof, or interest or Accreted Value thereon, or any premium
payable on the redemption thereof, at the, time and place and at
the rate and in the currency provided therein, without the written
consent of the Owner of such Series 1991 Bond, or (2) permit the
creation by the Agency of any mortgage,pledge or lien upon the Tax
Revenues superior to or on a parity with the pledge and lien cre-
ated for the benefit of the Series 1991 Bonds (except as expressly
permitted by the Resolution), or reduce the percentage of Series
1991 Bonds required for the affirmative vote or written consent to
an amendment or modification, or (3) modify any of the rights or
obligations of the Fiscal Agent without its written consent
thereto.
This Resolution and the rights and obligations of the Agency
and of the Owners of the Series 1991 Bonds may also be modified or
amended at any time by a Supplemental Resolution, without the
consent of any Owner, but only to the extent permitted by law and
only for any one or more of the following purposes:
(a) to add to the covenants and agreements of the Agency in
this Resolution contained, other covenants and agreements thereaf-
ter to be observed, or to surrender any right or power herein
reserved to or conferred upon the Agency;
(b) with the written approval of the Fiscal Agent and the
written consent of the Bond Insurer, to make such provisions for
the purpose of curing any ambiguity, or of curing, correcting or
supplementing any defective provision contained in this Resolution,
or in regard to questions arising under this Resolution, as the
Agency may deem necessary or desirable and not inconsistent with
this Resolution, and which shall not adversely affect the
interests of the Owners; and
(c) to provide for the issuance of any Parity Bonds, and to
provide the terms and conditions under which such Parity Bonds may
c:%6056%94691.6~R~ndRm7.do~
36
be issued, subject to and in accordance with the provisions of
Section 4.06.
SECTION 8.02. Owners' Meetinqs. The Agency may at any time
call a meeting of the Owners. In such event the Fiscal Agent is
authorized to give notice of the time and place of said meeting and
to give notice of the rules and regulations adopted by the Agency
for the conduct of said meeting.
SECTION 8.03. Procedure for Amendment with Written Consent of
Owners. The Agency may at any time adopt a Supplemental Resolution
amending the provisions of the Series 1991 Bonds or of this
Resolution or any Supplemental Resolution, to the extent that such
amendment is permitted by Section 8.01, to take effect when and as
provided in this Section. A copy of such Supplemental Resolution,
together with a request to Owners for their consent thereto, shall
be mailed by the Agency to each Owner of Series 1991 Bonds
Outstanding, but failure to mail copies of such Supplemental
Resolution and request shall not affect the validity of the
Supplemental Resolution when consented to as in this Section
provided. Notice of the fact of the adoption of such Supplemental
Resolution (stating that a copy thereof is available for inspection
at the office of the Agency) shall be mailed to the Owners not more
than fifteen (15) days after the date of adoption of such
Supplemental Resolution.
Such Supplemental Resolution shall not become effective unless
there shall be filed with the Fiscal Agent the written consents of
the Owners of at least 60% in aggregate principal amount of the
Series 1991 Bonds then Outstanding (exclusive of Series 1991 Bonds
disqualified as provided in Section 8.04) and a notice shall have
been mailed as hereinafter in this Section provided. Each such
consent shall be effective only if accompanied by proof of
ownership of the Series 1991 Bonds for which such consent is given,
which proof shall be such as is permitted by, Section 2.10. Any
such consent shall be binding upon the Owner of the Series 1991
Bonds giving such consent and on any subsequent Owner (whether or
not such subsequent Owner has notice thereof) unless such consent
is revoked in writing by the Owner giving such consent or a
subsequent Owner by filing such revocation with the Fiscal Agent
prior to the date when the notice hereinafter in this Section
provided for has been mailed.
After the Owners of the required percentage of Series 1991
Bonds shall have filed their consents to the Supplemental
Resolution, the Agency shall mail a notice to the Owners in the
manner hereinbefore provided in this Section for the mailing of the
Supplemental Resolution, stating in substance that the Supplemental
Resolution has been consented to by the Owners of the required
percentage of Series 1991 Bonds and will be effective as provided
in this Section (but failure to mail copies of said notice shall
not affect the validity of the Supplemental Resolution or consents
c:\60~\94691.6~1~7.do~
37
thereto). Proof of the mailing of such notice shall be filed with
the Fiscal Agent. A record, consisting of the papers required by
this Section to be filed with the Fiscal Agent, shall be proof of
the matters therein stated until the contrary is proved. The
Supplemental Resolution shall become effective upon the filing with
the Fiscal Agent of the proof of the mailing of such last-mentioned
notice, and the Supplemental Resolution shall be deemed
conclusively binding (except as otherwise hereinabove specifically
provided in this Article) upon the Agency and the Owners of all
Series 1991 Bonds at the expiration of sixty (60) days after such
filing, except in the event of a final decree of a court of
competent jurisdiction setting aside such consent in a legal action
or equitable proceeding for such purpose commenced within such
sixty-day period.
SECTION 8.04. Disqualified Series 1991 Bonds. Series 1991
Bonds owned or held for the account of the Agency or the City of
Tustin, excepting any pension or retirement fund, shall not be
deemed Outstanding for the purpose of any vote, consent or other
action or any calculation of Outstanding Series 1991 Bonds provided
for in this Article VIII, and shall not be entitled to vote upon,
· consent to, or take any other action provided for in this Article
VIII.
SECTION 8.05. Effect of Supplemental Resolution. From and
after the time any Supplemental Resolution becomes effective
pursuant to this Article VIII, this Resolution shall be deemed to
be modified and amended in accordance therewith, the respective
rights, duties and obligations under this Resolution of the Agency
and all Owners of Series 1991 Bonds Outstanding shall thereafter be
determined, exercised and enforced hereunder subject in all
respects to such modification and amendments, and all the terms and
conditions of any such Supplemental Resolution shall be deemed to
be part of the terms and conditions of this Resolution for any and
all purposes.
The Agency may adopt appropriate regulations to require each
Owner, before his consent provided for in this Article VIII shall
be deemed effective, to reveal if the Series 1991 Bonds as to which
such consent is given are disqualified as provided in Section 8.04.
SECTION 8.06. ~ndorsement or Replacement o~ Series 199% ~ond$
Issued ~ter Amendments. The Agency may determine that Series 1991
Bonds issued and delivered after the effective date of any action
taken as provided in this Article VIII shall bear a notation, by
endorsement or otherwise, in form approved by the Agency, as to
such action. In that case, upon demand of the Owner of any Series
1991 Bond Outstanding at such effective date and presentation of
the applicable Series 1991 Bond for that purpose at the office of
the Fiscal Agent or at such other office as the Agency may select
and designate for that purpose, a suitable notation shall be made
on such Series 1991 Bond. The Agency may determine that new Series
c: \6056%94691.6~ood l~7.doc 3 8
1991 Bonds, so modified as in the opinion of the Agency is
necessary to conform to such action, shall be prepared, executed
and delivered. In that case, upon demand of the Owner of any Series
1991 Bonds then Outstanding, such new Series 1991 Bonds shall be
exchanged at the office of the Fiscal Agent in Los Angeles,
California, without cost to any Owner for Series 1991 Bonds then
Outstanding, upon surrender of such Series 1991 Bonds.
SECTION 8.07. Amendatory Endorsement of Series 1991 Bonds. The
provisions of this Article VIII shall not prevent any Owner from
accepting any amendment as to the particular Series 1991 Bonds held
by him, provided that due notation thereof is made on such Series
1991 Bonds.
ARTICLE IX
EVENTS OF DEFAULT AND REMEDIES OF BONDHOLDERS
SECTION 9.01. Proceedinqs Constitute Contract. The provisions
of this Resolution and of any other resolution supplementing or
amending this Resolution and adopted prior to the issuance of the
Series 1991 Bonds hereunder shall constitute a contract between the
Agency and the Owners and the provisions thereof shall be
enforceable as provided herein.
After the issuance and delivery of the Series 1991 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.
SECTION 9.02. Events of Default and AcceleratioD of
Maturities. If one or more of the following events ("events of
default") shall happen, that is to say:
(a) if default shall be made in the due and punctual payment
of the principal of or redemption premium (if any) on any Series
1991 Bond when and as the same shall become due and payable,
whether at maturity as therein expressed, by declaration or
otherwise;
(b) if default shall be made in the due and punctual payment
of any installment of interest on any Series 1991 Bond when and as
such interest installment shall become due and payable;
(c) if default shall be made by the Agency in the observance
of any of the covenants, agreements or conditions on its part
contained in this Resolution or in the Series 1991 Bonds, and such
default shall have continued for a period of 90 days; or
(d) if the Agency shall file a petition or answer seeking
reorganization or arrangement under the Federal Bankruptcy laws or
c:~6056~946~1.6~ondRns7.doc
39
any other applicable law of the United States of America, or if or
court of competent jurisdiction shall approve a petition, filed
with or without the consent of the Agency, seeking reorganization
until the Federal Bankruptcy laws or any other applicable law of
the United States of America, or if, under the provisions of any
other law for the relief or aid of debtors, any court of competent
jurisdiction shall assume custody or control of the Agency or of
the whole or any substantial part of its property; then, and in
each and every such case during the continuance of such event of
default, the Fiscal Agent may, upon notice in writing to the
Agency, and shall, if so requested by the Owners of at least 60% in
aggregate principal amount of the Series 1991 Bonds at the time
Outstanding (such request to be in writing to the Fiscal Agent and
to the Agency), declare the principal of all of the Series 1991
Bonds then Outstanding, and the interest accrued thereon, to be due
and payable immediately, and upon any such declaration the same
shall become and shall be immediately due and payable, anything in
this Resolution or in the Series 1991 Bonds contained to the
contrary notwithstanding, provided that, so long as the Bond
Insurance Policy is in full force and effect, no such declaration
shall be effective without the written consent of the Bond Insurer.
If, at any time after the principal of the Series 1991 Bonds
shall have been so declared immediately due and payable, and before
any judgment or decree for the payment of the moneys due shall have
been obtained or entered, the Agency shall deposit with the Fiscal
Agent a sum sufficient to pay all principal on the Series 1991
Bonds matured prior to such declaration and all matured
installments of interest (if any) upon all the Series 1991 Bonds,
with interest at the rate of 12% per annum on such overdue
installments of principal, and the reasonable expenses of the
Fiscal Agent, and any and all other defaults known to the Fiscal
Agent (other than in the payment of principal of and interest or
Accreted Value on the Series 1991 Bonds due and payable solely by
reason of such declaration) shall have been made good or cured to
the satisfaction of the Owners of a majority in aggregate principal
amount of the Series 1991 Bonds Outstanding or provision deemed by
the Owners of a majority in aggregate principal amount or the
Series 1991 Bonds Outstanding to be adequate shall have been made
therefor, then, and in every such case, the Owners of at least a
majority in aggregate principal amount of the Series 1991 Bonds
then Outstanding, by written notice to the Agency and to the Fiscal
Agent, may, on behalf of the Owners of all of the Series 1991
Bonds, rescind and annul such declaration and its consequences.
However, no such rescission and annulment shall extend to or shall
affect any subsequent default, or shall impair or exhaust any right
or power consequent thereon.
SECTION 9.03. Application of Funds Upon Acce~erat~QD. Ail of
the Pledged Tax Revenues and all sums in the funds and accounts
provided for in Sections 4.05 and 5.02 upon the date of the
declaration of acceleration as provided in Section 9.02, and all
c: ~)~6\94691.6~ad Rm7.do~ 4 0
sums thereafter received by the Fiscal Agent hereunder, shall be
applied by the Fiscal Agent in the order following upon
presentation of the several Series 1991 Bonds, and the stamping
thereon of the payment if only partially paid, or upon the
surrender thereof if fully paid:
First, to the payment of the costs and expenses of the Fiscal
Agent and of the Owners in declaring such event of default,
including reasonable compensation to its or their agents, attorneys
and counsel;
Second, in case the principal of all of the Series 1991 Bonds
shall not have become due and payable, to the payment of the
interest in default in the order of the maturity of the
installments of such interest with interest on the overdue
installments at the rate of 12% per annum (to the extent that such
interest on overdue installments shall have been collected), such
payments to be made ratably to the persons entitled thereto without
discrimination or preference; and
Third, in case the principal of all of the Series 1991 Bonds
shall have become and shall be then due and payable, to the payment
of the whole amount then owing and unpaid upon the Series 1991
Bonds for principal and interest or Accreted Value, with interest
on the overdue principal and installments of interest at the rate
of 12% per annum (to the extent that such interest on overdue
installments of interest shall have been collected), and in case
such moneys shall be insufficient to pay in full the whole amount
so owing and unpaid upon the Series 1991 Bonds, then to the payment
of such principal and interest or Accreted Value without preference
or priority of principal over interest, or interest over principal,
or of any installment of interest over any other installment of
interest, ratably to the aggregate of such principal and interest.
SECTION 9.04. Other Remedies of Owners. Any Owner shall have
the right, for the equal benefit and protection of all Owners
similarly situated:
(a) by mandamus, suit, action or proceeding, to compel the
Agency and its members, officers, agents or employees to perform
each and every term, provision and covenant contained in this
Resolution and in the Series 1991 Bonds, and to require the
carrying out of any or all such covenants and agreements of the
Agency and the fulfillment of all duties imposed upon it by the
law;
(b) by suit, action or proceeding in equity, to enjoin any
acts or things which are unlawful, or the violation of any of the
Owners' rights; or
(c) upon the happening of any event of default (as defined in
Section 9.02), by suit, action or proceeding in any court of com-
c:\6056%94691.6~d~odR~s7.doc 4 1
petent jurisdiction, to require the Agency and its members and
employees to account as if it and they were the trustees of an
express trust.
SECTION 9.05. Non-waiver. Nothing in this Article IX or in any
other provision of this Resolution, or in the Series 1991 Bonds,
shall affect or impair the obligation of the Agency, which is
absolute and unconditional, to pay the principal of and interest or
Accreted Value on the Series 1991 Bonds to the respective Owners of
the Series 1991 Bonds at the respective dates of maturity, as
herein provided, or affect or impair the right of action, which is
also absolute and unconditional, of the Owners to institute suit to
enforce such payment by virtue of the contract embodied in the
Series 1991 Bonds.
A waiver of any default by any Owner shall not affect any
subsequent default or impair any rights or remedies on the
subsequent default. No delay or omission of any Owner of any of the
bonds to exercise any right or power accruing upon any default
shall impair any such right or power or shall be construed to be a
waiver of any such default or an acquiescence therein, and every
power and remedy conferred upon the Owners by the Law or by this
Article IX may be enforced and exercised from time to time and as
often as shall be deemed expedient by the Owners of the Series 1991
Bonds.
If a suit, action or proceeding to enforce any right or
exercise any remedy be abandoned, or determined adversely to the
Owners, the Agency and the Owners shall be restored to their former
positions, rights and remedies as if such suit, action or
proceeding had not been brought or taken.
SECTION 9.06. Actions by Fiscal Aqen~ as Attorney-in-Fact.
Any suit, action or proceeding which any Owner shall have the
right to bring to enforce any right or remedy hereunder may be
brought by the Fiscal Agent for the equal benefit and protection of
all Owners similarly situated and the Fiscal Agent is hereby
appointed (and the successive respective Owners of the Series 1991
Bonds issued hereunder, by taking and holding the same, shall be
conclusively deemed so to have appointed it) the true and lawful
attorney-in-fact of the respective Owners of the Series 1991 Bonds
for the purpose of bringing any such suit, action or proceeding and
to do and perform any and all acts and things for and on behalf of
the respective Owners of the Series 1991 Bonds as a class or
classes, as may be necessary or advisable in the opinion of the
Fiscal Agent as such attorney-in-fact, provided, however, the
Fiscal Agent shall have no obligation or duty to bring any suit,
action or enforce any such rights or remedies unless it has been
first indemnified to its satisfaction by the Owners from any
liability or expense, including attorneys fees.
c: \60f~6\94691.6~RmdP.~7.doc 4 2
SECTION 9.07. Remedies Not Exclusive. No remedy herein
conferred upon or reserved to the Owners of Series 1991 Bonds is
intended to be exclusive of any other remedy. Every such remedy
shall be cumulative and shall be in addition to every other remedy
given hereunder or now or hereafter existing, at law or in equity
or by statute or otherwise, and may be exercised without exhausting
and without regard to any other remedy conferred by the Law or any
other law.
ARTICLE X
MISCELLANEOUS
SECTION 10.01. Benefits of Resolution Limited to Parties.
Nothing in this Resolution, expressed or implied, is intended to
give to any person other than the Agency, the Fiscal Agent and the
Owners of the Series 1991 Bonds, any right, remedy, claim under or
by reason of this Resolution. Any covenants, stipulations, promises
or agreements in this Resolution contained by and on behalf of the
Agency shall be for the sole and exclusive benefit of the Owners of
the Series 1991 Bonds and the Fiscal Agent.
SECTION 10.02. Successor is Deemed Included in Ail References
to predecessor. Whenever in this Resolution or any Supplemental
Resolution either the Agency or the Fiscal Agent is named or
referred to, such reference shall be deemed to include the
successors or assigns thereof, and all the covenants and agreements
in this Resolution contained by or on behalf of the Agency or the
Fiscal Agent shall bind and inure to the benefit of the respective
successors and assigns thereof whether so expressed or not.
SECTION 10.03. Discharge of Resolution. If the Agency shall
pay and discharge the entire indebtedness on all Series 1991 Bonds
Outstanding in any one or more of the following ways:
(a) by well and truly paying or causing to be paid the
principal of and interest or Accreted Value on all Series 1991
Bonds Outstanding, as and when the same become due and payable;
(b) by depositing with the Fiscal Agent, in trust at or before
maturity, money which, together with the amounts then on deposit in
the funds and accounts provided for in Sections 4.05 and 5.02, is
fully sufficient to pay all Series 1991 Bonds Outstanding,
including all principal, interest or accreted Value and redemption
premiums; or
(c) by depositing with the Fiscal Agent, in trust, direct
obligations of the United States, or obligations for which the full
faith and credit of the United States are pledged for the payment
of principal and interest or Accreted Value, in such amount as an
Independent Certified Public Accountant shall determine will,
together with the interest to accrue thereon and moneys then on
c: %6056\94691.6~x~dReaT.dm: 4 3
deposit in the funds and accounts provided for in Section 4.05 and
5.02, be fully sufficient to pay and discharge the indebtedness on
all Series 1991 Bonds Outstanding (including all principal,
interest or Accreted Value and redemption premiums) at or before
the respective maturity dates; and if such Series 1991 Bonds are to
be redeemed prior to the maturity thereof notice of such redemption
shall have been given as in this Resolution provided or provision
satisfactory to the Fiscal Agent shall have been made for the
giving of such notice, then, notwithstanding that any Series 1991
Bonds shall not have been surrendered for payment, the pledge of
the Pledged Tax Revenues and other funds provided for in this
Resolution and all other obligations of the Agency under this
Resolution with respect to all Series 1991 Bonds Outstanding shall
cease and terminate, except only the obligation of the Agency to
pay or cause to be paid to the Owners of the Series 1991 Bonds not
so surrendered and paid all sums due thereon; and thereafter
Pledged Tax Revenues shall not be payable to the Fiscal Agent.
Any funds held by any Fiscal Agent which are not required for
the payment and discharge of the indebtedness on the Series 1991
Bonds above mentioned, shall be paid over to the Agency.
Notwithstanding the foregoing provisions of this Section
10.03, the payment of principal and interest or Accreted Value on
the Series 1991 Bonds by the Bond Insurer shall not constitute
payment, or provision for payment, of such principal and interest
or Accreted Value by the Agency within the meaning of this Section.
In the event of such payment by the Bond Insurer, the pledge of the
Pledged Tax Revenues and all other rights granted by this
Resolution to Owners shall continue to exist and the Bond Insurer
shall be subrogated to the rights of such Owners.
SECTION 10.04. Waiver of Persona% Liability. No member,
officer, agent or employee of the Agency shall be individually or
personally liable for the payment of the principal of or interest
or Accreted Value on the Series 1991 Bonds; but nothing herein
contained shall relieve any such member, officer, agent or employee
from the performance of any official duty provided by law.
SECTION 10.05. Destruction of canceled series ~991 Bonds.
Whenever in this Resolution provision is made for the surrender to
the Agency of any Series 1991 Bonds which have been paid or
canceled pursuant to the provisions of this Resolution, a
certificate of destruction duly executed by the Fiscal Agent shall
be deemed to be the equivalent of the surrender of such canceled
Series 1991 Bonds and the Agency shall be entitled to rely upon any
statement of fact contained in any certificate with respect to the
destruction of any such Series 1991 Bonds therein referred to.
SECTION 10.06. Notices and DemaD~s oD Aqency. Any notice or
demand which by any provision of this Resolution is required
permitted to be given or served by the Fiscal Agent to or on the
c:%~056\94691.6~RmdRcs7.do~ 4 4
Agency may be given or served by being deposited postage prepaid in
a post office letter box addressed (until another address is filed
by the Agency with the Fiscal Agent) as follows: Secretary, Tustin
Community Redevelopment Agency, 300 Centennial Way, Tustin,
California 92680.
SECTION 10.07. Partial Invalidity. If any Section, paragraph,
sentence, clause or phrase of this Resolution shall for any reason
be held illegal, invalid or unenforceable, such holding shall not
affect the validity of the remaining portions of this Resolution or
the Series 1991 Bonds. The Agency hereby declares that it would
have adopted this Resolution and each and every other Section,
paragraph, sentence, clause or phrase herein and authorized the
issue of the Series 1991 Bonds pursuant thereto irrespective of the
fact that any one or more Sections, paragraphs, sentences, clauses,
or phrases of this Resolution may be held illegal, invalid or
unenforceable. If, by reason of the judgment of any court, the
Fiscal Agent is rendered unable to perform its duties hereunder,
all such duties and all of the rights and powers of the Fiscal
Agent hereunder shall be assumed by and vest in the Treasurer of
the Agency in trust for the benefit of the Bondholders. The Agency
covenants for the direct benefit the Bondholders that its Treasurer
in such case shall be vested with all of the rights and powers of
the Fiscal Agent hereunder, and shall assume all of the
responsibilities and perform all of the duties of the Fiscal Agent
hereunder, in trust for the benefit of the Series 1991 Bonds.
SECTION 10.08. Effective Date o~ Resolution. This Resolution
shall take effect from and after the date of its passage and
adoption.
PASSED AND ADOPTED this
ad ~,C~' day of ~/'?~- , 1991.
Charles E. Puckett,
Chairman
Attest:
c:\605~1691.6~[hmd R~sT.doc
45
BOND FORM
[FORM OF FACE OF BOND]
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
COUNTY OF ORANGE
CITY OF TUSTIN
TUSTIN COMMUNITY REDEVELOPMENT AGENCY
TOWN CENTER AREA REDEVELOPMENT PROJECT
TAX ALLOCATION BOND, SERIES 1991
INTEREST RATE:
MATURITY DATE:
DATED DATE:
CUSIP:
REGISTERED
OWNER:
PRINCIPAL AMOUNT:
DOLLARS
The Tustin Community Redevelopment Agency (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 the Owner named above or
registered assigns, on the Maturity Date stated above (subject to
right of prior redemption as hereinafter stated), upon presentation
and surrender of this Bond, the principal sum specified above with
interest or accreted value thereon (payable solely from said
funds). Interest on this Bond is payable from the interest payment
date next preceding the date of authentication of this Bond (unless
this Bond is authenticated during the period commencing on the
sixteenth day of the month preceding an interest payment date and
ending on such interest payment date, in which event it shall bear
interest from such (interest payment date, or unless it is
authenticated on or before April 15, 1992, in which event it shall
bear interest from July 1, 1991) at the interest rate specified
above per annum, based on a year of twelve thirty day months,
payable semiannually on the first day of May and the first day of
November of each and every year commencing May 1, 1992 until this
Bond is paid; provided, however, that if at the maturity date of
this Bond or, if the same is duly called for redemption, then at
the date fixed for redemption, funds are available for payment or
redemption thereof, as provided in the Resolution hereinafter
mentioned, this Bond shall then cease to bear interest. The
principal of and interest or accreted value on this Bond and any
c: \6056~94691.6~(md Rea7 .doc A- 1
premium upon the redemption prior to maturity of all or any part
hereof are payable in lawful money of the United States of America
and (except for interest which is payable by check or draft mailed
to the Owner hereof at the address shown on the bond register kept
by the Fiscal Agent hereinafter named) are payable upon presentment
at the principal corporate trust office of Security Pacific
National Bank, Fiscal Agent for the Agency, in Los Angeles,
California.
This Bond, the interest or accreted value thereon, and any
premium payable upon the redemption thereof, are not a debt of the
City of Tustin, the State of California or any of its political
subdivisions and neither said City, said State nor any of its
political subdivisions is liable thereon, nor in any event shall
this Bond or said interest or accreted value or premiums be payable
out of any funds or properties other than the funds of the Agency
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.
THE TERMS AND PROVISIONS OF THIS BOND ARE CONTINUED ON THE
REVERSE SIDE HEREOF AND SUCH CONTINUED TERMS AND PROVISIONS SHALL
FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT
THIS PLACE.
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 statutes of the State of
California.
This Bond shall not be entitled to any benefits 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.
c:\6054S%94691.6~kmdRmT.doc A- 2
IN WITNESS WHEREOF, the Tustin Community Redevelopment Agency
has caused this Bond to be signed on its behalf by its Chairman and
by its Treasurer and the seal of said Agency to b~ impressed,
imprinted or reproduced hereon, and this Bomd to de daflz~d the first
day of July, 1991.~//t/f~/~/ ~-~ /~.J. ~'~./~//,~
Chairman of the Tustin Community
Redevelpment Agency
(SEAL)
Treasurer of the Tustin Community
Redevelopment Agency
[FORM OF FISCAL AGENT'S CERTIFICATE OF AUTHENTICATION]
This is one of the Series 1991 Bonds described in the
within-mentioned Resolution and has been authenticated
on .
as Fiscal Agent
BY:
AUTHORIZED OFFICER
c:\60S6~94691.6~k~dR~7.do~ A- 3
[FORM OF BACK OF BOND]
This Bond is one of a duly authorized issue of Series 1991
Bonds of the Agency designated "Town Center Area Redevelopment
Project Tax Allocation Bonds, Series 1991" (herein called the
"Series 1991 Bonds") in the aggregate principal amount of
$ all of like tenor (except for bond numbers and
maturity dates and differences, if any, in date of authentication,
denomination and interest rate) 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 purpose of financing
portions of the cost of the redevelopment project above designated,
and are authorized by and issued pursuant to Resolution No. RDA 91-
adopted by the Agency on 1991 (herein called the
"Resolution"), and all of the Series 1991 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 said Series 1991 Bonds, for the nature, extent and
manner of enforcement of such security, for the covenants and
agreements made for the benefit of the registered owners of the
Series 1991 Bonds (herein called the "Owners"), and for a statement
of the rights of the Owners, and by the acceptance of this Series
1991 Bond the Owner hereof 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 Owners may (with certain exceptions as stated in
said Resolution) be modified or amended with the consent of the
Owners of at least 60% in aggregate principal amount of Outstanding
Series 1991 Bonds, exclusive of Series 1991 Bonds owned by the
Agency or the City of Tustin.
The principal of this Series 1991 Bond, the interest or
accreted value hereon, and any premium payable upon redemption of
all or any part hereof are secured by an irrevocable pledge of, and
are payable solely from, the Pledged Tax Revenues (as such term is
defined in the Resolution).
If this Series 1991 Bond matures on or before November 1, 2001
it is not subject to optional redemption before its maturity. If
this Series 1991 Bond matures on or after November 1, 2002, it is
subject to optional redemption in whole or in part on any Interest
Payment Date on or after November 1, 2001, in inverse order of
maturity and by lot within a maturity, upon notice as described
below, at the option of the Agency from any available source of
funds, at a redemption price equal to the principal amount or
Accreted Value thereof to be redeemed, together with accrued
interest thereon to the redemption date, plus a premium (expressed
as a percentage of the principal amount or Accreted Value of Series
1991 Bonds to be redeemed) as follows:
¢: x6056\94691.6~mdRm7.doc A- 4
Redemption Dates
Redemption Price
November 1, 2001 and May 1, 2002
November 1, 2002 and May 1, 2003
November 1, 2003 and thereafter
102%
101%
100%
Series 1991 Bonds maturing on November 1, 2015 (the "2015 Term
Bonds") are subject to mandatory redemption in part by lot prior to
maturity from Sinking Account Installments made on November 1, 2007
and on each November 1 thereafter to an including November 1, 2015
(each a "sinking Account Payment Date") at a redemption price equal
to 100% of the Accreted Value thereof plus accrued interest, if
any, to the redemption date. 2016 Term Bonds and the 2015 Term
Bonds are referred to herein collectively as the "Term Bonds") The
following Sinking Account Installments are calculated to be
sufficient to redeem the principal amount of 2015 Term Bonds:
Redemption Date
(November X)
Principal Amount
2007
2008
2009
2010
2011
2012
2013
2014
2015 (Maturity)
Series 1991 Bonds maturing on November 1, 2016 (the "2016 Ter~
Bonds") are subject to mandatory redemption in part by lot prior to
maturity from sinking account payments (the "Sinking Account
Installments") made on November 1, 2007 and on each November 1,
thereafter to and including November 1, 2016 (each a "Sinking
Account payment Date") at a redemption price equal to 100% of the
principal amount thereof plus accrued interest, if any, to the
redemption date. The following Sinking Account Installments are
calculated to be sufficient to redeem the principal amount of 2016
Term Bonds:
c: ~056\~.691.6~:md Rea7.doc A- 5
Redemption Date
(November 1)
Princi~al l~mount
2007
2008
2009
2010
2011
2012
2013
2014
2015 (Maturity)
Notice of the call for any redemption, identifying the Series
1991 Bonds or portion thereof to be redeemed, shall be given by the
Fiscal Agent by mailing by first-class mail, postage prepaid, a
copy of the redemption notice not more than 60 days and not less.
than 30 days prior to the date fixed for redemption to the Owner of
each Series 1991 Bond to be redeemed in whole or in part at the
address shown on the registration books maintained by the Fiscal
Agent.
If this Series 1991 Bond is called for redemption and payment
is duly provided therefor as specified in the Resolution, interest
shall cease to accrue hereon from and after the date fixed for
redemption.
If an event of default, as defined in the Resolution, shall
occur, the principal of all Series 1991 Bonds may be declared due
and payable upon the conditions, in the manner and with the effect
provided in the Resolution; provided that, so long as the Bond
Insurance Policy (as defined in the Resolution) is in full force
and effect, no such declaration shall be effective without the
written consent of . Such
declaration and its consequences may be rescinded and annulled as
further provided in the Resolution.
The Series 1991 Bonds are issuable only in fully registered
form in denominations of $5,000 or any integral multiple thereof,
with respect to the Currently Interest Series 1991 Bonds, and
$5,000 per final maturity amount or may integrate multiple thereof,
with respect to the Series 1991 Capital Appreciation Bonds. Subject
to the limitations and upon payment of the charges, if any,
provided in the Resolution, this Series 1991 Bond may be exchanged,
at the principal corporate trust office of the Fiscal Agent, for
registered Series 1991 Bonds of the same maturity of other
authorized denominations.
This Series 1991 Bond is transferable by the Owner hereof, in
person or by his attorney duly authorized in writing, at said
office of the Fiscal Agent, but only in the manner, subject to the
limitations and upon payment of the charges provided in the
Resolution, and upon surrender and cancellation of this Series 1991
Bond. Upon such transfer a new fully registered Series 1991 Bond or
Series 1991 Bonds without coupons, of authorized denomination or
denominations, for the same aggregate principal amount and of the
same maturity will be issued to the transferee in exchange herefor.
The Agency and the Fiscal Agent may treat the Owner hereof as
the absolute owner hereof for all purposes, and the Agency and the
Fiscal Agent shall not be affected by any notice to the contrary.
c:\6056\94691.6~ondR~7.doc A- 7
STATEI~ENT OF ~NSUI~,NCE
c: \6056~94691.6~o~dRes7.dcc A- 8
[FORM OF ASSIGNMENT TO
APPEAR ON BONDS]
For value received the undersigned do(es) hereby sell, assign
and transfer unto the within-mentioned Series
1991 Bond and do(es) hereby irrevocably constitute and appoint
attorney to transfer the same on the Series 1991
Bond register of the Fiscal Agent, with full power of substitution
in the premises.
Dated:
Note: The signature(s) to this Assignment must correspond with
the name(s) as written on the face of the within Series 1991 Bond
in every particular, without alteration or enlargement or any
change whatsoever.
c: ~056\94~91.6~mdR~7.doc A- 9
City of Tustin
REDEVELO~F. ENT A~ENCY RESOLUTION CERtiFICATION
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) SS
CITY OF TUSTIN )
RESOLUTION NO. RDA 91-10
MARY E. WYNN, City Clerk and Recording Secretary of the Community
Redevelopment Agency of the City of Tustin, California, does hereby
certify that the whole number of the members of the Community
Redevelopment Agency of the City of Tustin is five; that the above and
foregoing Resolution No. RDA 91-10 was duly and regularly introduced,
passed and adopted at a regular meeting of the Community Redevelopment
Agency held on the 20th day of May, 1991, by the following vote:
AGENCY MEMBER AYES: Puckett, Pontious, Edgar, Potts, Prescott
AGENCY MEMBER NOES: None
AGENCY MEMBER ABSTAINED: None
AGENCY MEMBER ABSENT: None
Mary E. Wynn, Re~rding SeCretary