HomeMy WebLinkAboutRDA 82-10TUSTIN COMMUNITY REDEVELOPMENT AGENCY
Resolution of the Tustin Community Redevelopment Agency
Authorizing the Issuance of $8,500,000 Principal Amount of
Tustin Community Redevelopment Agency
Town Center Area Redevelopment Project
Tax Allocation Bonds, Series 1982
TABLE OF CONTENTS
ARTICLE I
Authorization of Bonds; Definitions
Section 1.01. Authorization .............. 2
Section 1.02. Definitions ............... 2
Section 1.03. Equal Security ............. 8
ARTICLE II
THE BONDS
Section 2.01. Authorization .............. 9
Section 2.02. Terms of Series 1982 Bonds. . ..... 9
Section 2.03. General Provisions for RedemPtion of
Bonds .................. 12
Section 2.04. Forms of Series 1982 Bonds ....... 14
Section 2.05. Execution of Bonds ........... 27
Section 2.06. Transfer of Coupon Bonds. _ . .... 28
Section 2.07. Transfer of Fully Registered'BOnds . . .28
Section 2.08. Exchange of Bonds ............ 28
Section 2.09. Bond Register .............. 29
Section 2.10. Temporary Bonds ........... 29
Section 2.11. Bonds Mutilated, Lost,'DestrOyed'or
Stolen ................. 29
ARTICLE III
Limitation on Issuance of Additional Bonds;
Additional Bonds
Section 3.01. Issuance of Bonds ............ 31
Section 3.02. Reserve Account ............. 31
Section 3.03. Redevelopment Fund ........... 31
Section 3.04. Issuance of Additional BOnds ...... 32
Section 3.05. Subordinated Indebtedness ........ 33
Section 3.06. Validity of Bonds ............ 33
ARTICLE IV
Pledge as Security; Special Fund and Accounts
Section 4.01. Pledge as Security ........... 34
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TABLE OF CONTENTS, Continued
Section 4.02. Special Fund ...... 34
Section 4.03. Establishment ~n~ ~a~n~e~a~c~ of
Accounts for Tax Revenues; Use and
Withdrawal of Tax Revenues ....... 34
ARTICLE V
OTHER COVENANTS OF THE AGENCY
Section 5.01. Punctual Payment ............ 39
Section 5.02. Extension of Bonds and Coupons ..... 39
Section 5.03. Against Encumbrances .......... 39
Section 5.04. Management and Operations of
Properties ............ 39
Section 5.05. Payment of C~a~m~ ...... 39
Section 5.06. Books and Accounts; ~i~a~c~a~ '
Statement .............. 40
Section 5.07. Protection o~ Security and'Rights of
Bondholders ............... 40
Section 5.08. Payments of Taxes and Other Charges . . .40
Section 5.09. Completion of Project .......... 40
Section 5.10. Taxation of Leased Property ....... 40
Section 5.11. Amendment of Redevelopment Plan and
Disposition of Property ......... 41
Section 5.12. Tax Revenues .............. 42
Section 5.13. Eminent Domain, Sale or Lease
Proceeds ................ 42'
Section 5.14. Further Assurances ........... 42
ARTICLE VI
THE FISCAL AGENT AND THE PAYING AGENTS
Section 6.01. Appointment of Fiscal Agent ....... 43
Section 6.02. Appointment of Paying Agents ...... 43
Section 6.03. Liability of Agents ........... 44
Section 6.04. Notice to Agents ............ 44
Section 6.05. Deposit and Investment of Moneys in
Funds .................. 45
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TABLE OF CONTENTS, Continue~
ARTICLE VII
Modification or Amendment of the Resolution
Section 7.01. Amendments Permitted .......... 47
Section 7.02. Bondholders' Meetings .... 48
Section 7.03. Procedure for Amendment ~i~h'W[i~t~n
Consent of Bondholders ......... 48
Section 7.04. Disqualified Bonds ........... 49
Section 7.05. Effect of Supplemental Resolution .... 49
Section 7.06. Endorsement or Replacement of Bonds
Issued After Amendments ......... 49
Section 7.07. Amendatory Endorsement of Bonds ..... 50
ARTICLE VIII
Events of Default and Remedies of Bondholders
Section 8.01. Events of Default and Acceleration
of Maturities . .51
.......
Section 8.02. Application of f n U o
Acceleration .............. 52
Section 8.03. Other Remedies of Bondholders ...... 53
Section 8.04. Non-waiver. . . ............ 53
Section 8.05. Actions by FisCaI Agent as Attorney-
in-Fact ................. 54
Section 8.06. Remedies Not Exclusive ......... 54
ARTICLE IX
MISCELLANEOUS
Section 9.01. Benefits of Resolution Limited to
Parties .............. . 55
Section 9.02. Successor is Deemed InClUded in
References to Predecessor ........ 55
Section 9.03. Discharge of Resolution. . . ..... 55
Section 9.04. Execution of Documents and'proOf of
Ownership by Bondholders ........ 56
Section 9.05. Waiver of Personal Liability ...... 57
Section 9.06. Publication for Successive Weeks .... 57
Section 9.07. Destruction of Cancelled Bonds ..... 57
Section 9.08. Notices and Demands on Agency ...... 57
Section 9.09. Partial Invalidity ........... 57
Section 9.10. Effective Date of Resolution ...... 58
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RESOLUTION NO. __, ADOPTED OCTOBER 20, 1982
RESOLUTION OF THE TUSTIN COMMUNITY REDEVELOPMENT AGENCY
AUTHORIZING THE ISSUANCE OF $8,500,000 PRINCIPAL AMOUNT OF
TUSTIN COMMUNITY REDEVELOPMENT AGENCY
TO?~ CENTER AREA REDEVELOPMENT PROJECT
TAX ALLOCATION BONDS, SERIES 1982
WHEREAS, the Tustin Community Redevelopment Agency is a
redevelopment agency, a public body, corporate and politic, duly cre-
ated, 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 an amendment thereto,
for the Town Center Area Redevelopment Project in the City of Tustin,
California, have been adopted by the Tustin Community Redevelopment
Agency in compliance with all requirements of law; and
WHEREAS, the Tustin Community Redevelopment Agency has
determined to issue bonds to aid in the financing of the Town Center
Area Redevelopment Project;
NOW, THEREFORE, BE IT RESOLVED by the Tustin Community
Redevelopment Agency, as follows:
ARTICLE I
AUTHORIZATION OF 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, conditions
and acts required by law to exist, happen or be performed precedent
to and in connection with the issuance of the 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 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 pur-
poses of this Resolution, of any resolution supplemental hereto, and
of any certificate, opinion or other document herein mentioned, have
the meanings herein specified.
Agency
"Agency" means the Tustin Community Redevelopment Agency, a
public body, corporate and politic, established under the Law.
~nn~l Debt Service, Maximum Annual Debt Service
"Annual Debt Service" means, for each Bond Year, the sum of
(1) the interest payable on the outstanding Bonds in such Bond Year,
assuming that the outstanding Serial Bonds are retired as scheduled
and that the outstanding Term Bonds are redeemed from minimum sinking
account payments as scheduled, (2) the principal amount of the out-
standing Serial Bonds payable by their terms in such Bond Year, and
(3) the principal amount of the outstanding Term 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.
"Maximum Annual Debt Service" means, as of any date of com-
putation, the largest Annual Debt Service for the Bond Year of such
computation or any Bond Year thereafter.
Articles. Sections
Ail references herein to "Articles," "Sections" and other
subdivisions are to the corresponding Articles, Sections or subdivi-
sions 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 hereof.
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Bonds, Series 1982 Bonds, Additional Bonds, Serial Bonds, Term
"Bonds" means the Tustin Community Redevelopment Agency
Town Center Area Redevelopment Project Tax Allocation Bonds, Series
1982 and any Additional Bonds authorized by, and at any time out-
standing pursuant to, this Resolution or any Supplemental
Resolution.
"Series 1982 Bonds" means the Agency's Tustin Community
Redevelopment Agency Town Center Area Redevelopment Project, Tax
Allocation Bonds, Series 1982'authorized by Section 2.02 of this
Resolution.
"Additional Bonds" means Bonds of the Agency (including
refunding bonds) issued in accordance with Section 3.04 hereof.
"Serial Bonds" means Bonds for which no minimum sinking
account payments are provided.
"Term Bonds" means Bonds which are payable on or before
their specified maturity dates from minimum sinking account payments
established for that purpose and calculated to retire such Bonds on
or before their specified maturity dates.
"Bond Year" means any twelve-month period from November 2
in one calendar year through November 1 of the succeeding calendar
year, both inclusive.
"Chairman" means the chairman of the Agency appointed pur-
suant to Section 33113 of the Health and Safety Code of the State of
California, 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.
Costs of Issuance
"Costs of Issuance" means all expenses of the Agency
incurred in connection with the authorization, issuance and sale of
the Bonds (including without limitation legal and consultant fees,
rating agency fees, initial Fiscal Agent and Paying Agent fees and
charges, costs of reproducing and binding documents and printing and
advertising expenses).
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Federal Securitie~
"Federal Securities" means United States Treasury notes,
bonds, bills or certificates or 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;
obligations issued by banks for cooperatives, federal land banks,
federal intermediate credit banks, federal home loan banks, the
Federal Home Loan Bank Board, the Tennessee Valley Authority, or
obligations, participations, or other instruments of or issued by, or
fully guaranteed as to principal and interest by, the Federal
National Mortgage Association; or participation certificates evidenc-
ing beneficial interests in obligations, or in the right to receive
interest and principal collections therefrom, which obligations have
been subjected by one or more government agencies to a trust or
trusts for which any executive department, agency or instrumentality
of the United States (or the head thereof) has been named to act as
trustee, all as and to the extent that such securities are eligible
for the legal investment of Agency funds.
Financial Newspaper
"Financial Newspaper" means The Wall Street Journal or The
~ 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 gen-
eral circulation in New York, New York, and selected by the Fiscal
Agent, whose decision shall be final and conclusive.
Fiscal Agent
"Fiscal Agent" means the Fiscal Agent appointed by the
Agency and acting as an independent trustee with the duties and
powers herein provided, its successors and assigns, and any other
corporation or association which may at any time be substituted in
its place, as provided in Section 6.01.
"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.
Holder. Bondholder
"Holder" or "Bondholder" means any person who shall be the
bearer of any outstanding coupon Bond and, unless the context
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otherwise requires, includes the registered owner of any outstanding
fully registered Bond.
Independent Certified Public Accountant
"Independent Certified Public Accountant" means any accoun-
tant or firm of such accountants duly licensed or registered or enti-
tled to practice and practicing as such under the laws of the State
of California, appointed by the Agency, and who, or each of whom:
(1)
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 Financial Consultant
"Independent Financial Consultant" means any financial con-
sultant or firm of such consultants appointed by the Agency, and who,
or each of whom:
(i)
is in fact independent and not under domination of the
Ag ency;
(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:
¢i)
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.
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"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.
Qutstanding
"Outstanding," when used as of any particular time with
reference to Bonds, means (subject to the provisions of Section 7.04)
all Bonds except:
(1)
Bonds theretofore cancelled by the Fiscal Agent or any
Paying Agent or surrendered to the Fiscal Agent for
cancellation;
(2)
Bonds paid or deemed to have been paid within the
meaning of Section 9.03; and
(3)
Bonds in lieu of or in substitution for which other
Bonds shall have been authorized, executed, issued and
delivered by the Agency pursuant to the Resolution or
any Supplemental Resolution.
Paying Agents
"Paying Agents" means the agents appointed by the Agency
pursuant to Section 6.02, the successors and assigns of each of them,
and any other corporations or associations which may at any time be
substituted in the place of any of them, as provided pursuant to
Section 6.02.
Project. Project~, Redeyelopment Projects
"Project", "Projects" or "Redevelopment Projects" means,
collectively, the undertaking of the Agency pursuant to the
Redevelopment Plan and the Law of the Town Center Area Redevelopment
Project.
Project Area
"Project Area" means the Town Center Area Redevelopment
Project area described in the Redevelopment Plan.
Ee~e_K~o.pment 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
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City Council of the City of Tustin on September 8, 1981, together
with any amendments thereof hereafter duly authorized pursuant to the
Law.
"Report" means a document in writing signed by an
Independent Financial Consultant or an Independent Real Estate
Consultant and including:
(i)
a statement that the person or firm making or giving
such Report has 'read the pertinent provisions of this
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.
"Resolution" means this Resolution, adopted by the Agency
under the Law, as originally adopted or as it may be amended or sup-
plemented by any Supplemental Resolution adopted pursuant to the pro-
visions hereof.
Orange ~ouDty 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.
Qrang¢ C_q~nty Auditor-Controller
"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 said
office is ever abolished or changed.
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Supplemental ~solution
"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 specifi-
cally authorized hereunder.
Tax Revenues
"Tax Revenues" means that portion of taxes levied upon tax-
able property in the Project Area annually allocated to the Agency,
and paid into the Special Fund of the Agency pursuant to Article 6 of
Chapter 6 (commencing 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 reim-
bursements, if any, to the Agency specifically attributable to ad
valorem taxes lost by reason of tax exemptions and tax rate limita-
tions, but subject, in all respects, to the limitation set forth in
Section 600 of the Redevelopment Plan adopted in accordance with
Section 33333.2(1) of the Law that there shall not be collected by
the Agency in excess of $3,000,000 of revenue from taxes levied upon
taxable property in the Project Area pursuant to Section 33670(b) of
the Law during any one Fiscal Year except by amendment of the
Redevelopment Plan.
Written Request of th~ Agency
"Written Request of the Agency" means an instrument in
writing signed by the Chairman or by any other officer of the Agency
duly authorized by the Agency for that purpose and by the Secretary,
with the seal of the Agency affixed.
SECTION 1.03. Y~fJL~. In consideration of the
acceptance of the 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 holders from time to time of the
Bonds and Additional Bonds and interest coupons appertaining thereto,
and the covenants and agreements herein set forth to be performed on
behalf of the Agency shall be for the equal and proportionate bene-
fit, security and protection of all holders of the Bonds and
Additional Bonds and interest coupons without preference, priority or
distinction as to security or otherwise of any of the Bonds and
Additional Bonds or interest coupons 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.
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ARTICLE II
THE BONDS
SECTION 2.01. ~uthori~ation. Bonds are hereby authorized
to be issued from time to time by the Agency under and subject to the
terms of this Resolution, the Redevelopment Plan and the Constitution
and laws of the State of California. This Resolution constitutes a
continuing agreement with the holders of all of the Bonds issued or
to be issued hereunder and then outstanding to secure the full and
final payment of principal and premiums, if any, and the interest on
all Bonds which may from time to time be executed and delivered here-
under, subject to the covenants, agreements, provisions and condi-
tions herein contained. The Bonds, if and when authorized by the
Agency pursuant to one or more Supplemental Resolutions, in addition
to the designation of "Tustin Community Redevelopment Agency Town
Center Area Redevelopment Project Tax Allocation Bonds", shall
include such further appropriate particular designation added to or
incorporated in such title for the Bonds of any particular Series as
the Agency may determine. Each Bond shall bear upon its face the
designation so determined for the Series to which it belongs.
SECTION 2.02. Terms of Series ~_~2 Bonds. A series of
Bonds entitled to the benefit, protection and security of this
Resolution is hereby authorized in the aggregate principal amount of
$8,500,000 for the purpose of financing the cost of the Project.
Such Series of Bonds shall be designated as, and shall be distin-
guished from the Bonds of all other Series by the title, "Tustin
Community Redevelopment Agency Town Center Area Redevelopment Project
Tax Allocation Bonds, Series 1982". The Series 1982 Bonds shall be
dated November 1, 1982. The Series 1982 Bonds may be issued as
coupon Series 1982 Bonds in the denomination of $5,000 or as fully
registered Series 1982 Bonds without coupons in denominations of
$5,000 and any integral multiple thereof, so long as no registered
bond shall have principal maturing in more than one year. The fully
registered Series 1982 Bonds, the coupon Series 1982 Bonds and the
interest coupons appertaining thereto shall be substantially in the
forms hereinafter set forth.
The Series 1982 Bonds shall mature and become payable on
November 1 in each year, as follows:
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Year Principal Amount
1983 $ 85,000
1984 95,000
1985 100,000
1986 115,000
1987 125,000
1988 140,000
1989 155,000
1990 175,000
1991 190,000
1992 215,000
1993 235,000
1994 260,000
1995 290,000
1996 325,000
1997 360,000
2006 5,635,000
The Series 1982 Bonds shall bear interest at the rates des-
ignated by the Agency at the time of the sale of the Series 1982
Bonds, but not to exceed twelve percent (12%) per annum, payable on
May 1, 1983, and thereafter semiannually on November 1 and May 1 in
each year. Both the principal of and interest on the Series 1982
Bonds shall be payable in lawful money of the United States of
America at the principal office of the Fiscal Agent in Los Angeles,
California, or, in the case of coupon Series 1982 Bonds, at the
option of the holder also at the principal office~-~f' the Payihg
Agent~ in Ckica~c, ~!!inei~ an~!~ew York, New York.
The coupon Series 1982 Bonds shall be numbered 1 to 1,700
inclusive, and shall bear interest from November 1, 1982. The inter-
est coupons attached to the coupon Series 1982 Bonds shall be num-
bered in consecutive numerical order, and each such coupon shall rep-
resent six months' interest on the Series 1982 Bond to which it is
attached. Payment of interest on the coupon Series 1982 Bonds due on
or before maturity of such Series 1982 Bonds shall be made only upon
presentation and surrender of the coupons representing such interest
as the same respectively fall due.
The fully registered Series 1982 Bonds shall bear interest
from the interest payment date next preceding the date of registra-
tion thereof unless such date of registration is an interest payment
date, in which event they shall bear interest from such date, or
unless such date of registration is prior to the first interest pay-
ment date, 'in which event they shall bear interest from November 1,
1982; provided, however, that if, at the time of registration of any
fully registered Series 1982 Bond, interest is in default on such
Series 1982 Bond, such fully registered Series 1982 Bond shall bear
interest from the interest payment date to which interest has
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previously been paid or made available for payment on such Series
1982 Bond. Payment of the interest on any fully registered Series
1982 Bond shall be made to the person whose name appears on the
Series 1982 Bond registration books of the Fiscal Agent as the regis-
tered owner thereof, such interest to be paid by check or draft
mailed to the registered owner at his address as it appears on such
registration books or at such address as he may have filed with the
Fiscal Agent for that purpose.
Series 1982 Bonds maturing on or after November 1, 1993 are
also subject to redemption prior to their respective stated maturi-
ties, at the option of the Agency, as a whole, or in part in inverse
order of maturities, and by lot within any such maturity if less than
all of the Bonds of such maturity be redeemed, from any source of
available funds, on any interest payment date on or after November 1,
1992, at the respective redemption prices (expressed as percentages
of the principal amount of the Bonds or portions thereof to be
redeemed) set forth below, in each case together with accrued inter-
est to the redemption date:
Date~ of Redemption
November 1, 1992 and May 1, 1993 .....
November 1, 1993 and May 1, 1994 .....
November 1, 1994 and May 1, 1995 .....
November 1, 1995 and May 1, 1996 .....
November 1, 1996 and May 1, 1997 .....
November 1, 1997 and thereafter .....
102 1/2%
102
101 i/2
101
100 1/2
100
Series 1982 Bonds maturing on November 1, 2006 shall be
retired by redemption at 100%, without premium, through operation of
the Sinking Account established in Section 4.03 of this Resolution.
Minimum sinking account payments are hereby established for the
Series 1982 Bonds maturing November 1, 2006, for the years and in the
amounts set forth in the following table.
Minimum Minimum
Year Sinking Year Sinking
Ending Account Ending Account
November 1 Payments November 1 Payments
1998 ........
1999 ........
2000 ........
2001 ........
2002 ........
$400,000
440,000
490,000
545,000
605,000
2003 ......... $670,000
2004 ......... 745,000
2005 ......... 825,000
2006 ......... 915,000
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Upon the receipt of payment for any of the 1982 Series
Bonds when the same shall have been sold by the Agency, the proceeds
thereof shall be paid to the Fiscal Agent which shall forthwith set
aside, pay over and deposit such proceeds as follows:
(1)
The Fiscal Agent shall set aside in the Interest
Account established pursuant to Section 4.03(1) hereof
the amount of accrued interest or premium received
upon the sale of the 1982 Series Bonds.
(2)
The Fiscal Agent shall set aside in the Reserve
Account established pursuant to Section 3.02 hereof a
sum equal to Maximum Annual Debt Service on the 1982
Series Bonds.
(3)
The Fiscal Agent shall pay the necessary expenses in
connection with the issuance and sale of the 1982
Series Bonds and fees of the Fiscal Agent and Paying
Agents.
(4)
The Fiscal Agent shall transfer the remainder of such
proceeds to the Treasurer of the Agency who shall
deposit said sum in the Redevelopment Fund established
by the Agency pursuant to Section 3.03 hereof.
The Series 1982 Bonds shall be sold by the Agency at public
sale, pursuant to a Supplemental Resolution fixing the final details
thereof, including the interest rate or rates to be paid thereon.
Any provision of this Resolution (including the provisions of
Article VII hereof) to the contrary notwithstanding, said
Supplemental Resolution may make such modifications to this
Resolution as shall be set forth therein.
SECTION 2.03. ~visi_ons for Redemption of Bonds.
Any Additional Bonds issued pursuant to Section 3.04 of this
Resolution may be made subject to redemption prior to maturity, as a
whole or in part, at such time or times, and upon payment of the
principal amount thereof and accrued interest thereon plus such pre-
mium or premiums, if any, as may be determined by the Agency in the
Supplemental Resolution providing for the issuance thereof. Such
Supplemental Resolution shall provide that in the event that some but
less than all of the Bonds and of said Additional Bonds outstanding
issued pursuant to Section 3.04 of this Resolution are to be redeemed
at any one time, such Additional Bonds redeemed shall be in the pro-
portion that the principal amount of outstanding Additional Bonds
bears to the total principal amount of all the then outstanding Bonds
and Additional Bonds.
The Fiscal Agent shall cause notice of any redemption to be
published once not less than thirty nor more than sixty days prior to
the date fixed for redemption in a Financial Newspaper. Such notice
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shall state the redemption date and the redemption price and, if less
than all of the then outstanding Bonds are to be called for redemp-
tion, shall designate the numbers of the Bonds to be redeemed by
giving the individual number of each Bond or by stating that all
Bonds between two stated numbers, both inclusive, or by stating that
all of the Bonds of one or more maturities have been called for
redemption, and shall require that such Bonds be then surrendered with
all interest coupons maturing on or subsequent to the redemption
date, at the option of the respective Holders thereof, at the office
of the Fiscal Agent or at the office of any Paying Agent, for redemp-
tion at the said redemption price, giving notice also that further
interest on such Bonds will n~t accrue after the redemption date.
A similar notice shall be mailed by the Fiscal Agent to the
respective registered owners of any Bonds designated for redemption,
at least thirty but not more than sixty days prior to the redemption
date, at their addresses appearing on the Bond registration books in
the office of the Fiscal Agent; but such mailing shall not be a con-
dition precedent to such redemption and failure to mail or to receive
any such notice shall not affect the validity of the proceedings for
the redemption of such Bonds.
If the number of Bonds to be redeemed include the numbers
of coupon Bonds reserved against a fully registered Bond of a denomi-
nation' larger than $5,000 (in the event only a portion of any such
fully registered Bond is then called for redemption), then upon sur-
render of such fully registered Bond redeemed in part only, the
Agency shall execute and the Fiscal Agent shall deliver to the regis-
tered owner, at the expense of the Agency, a new Bond or Bonds, of
the same series and maturity, of authorized denominations in aggre-
gate principal amount equal to the unredeemed portion of the Bond or
Bonds with all unmatured coupons appertaining thereto or a fully reg-
istered Bond or Bonds without coupons.
After the date fixed for redemption, if notice of such
redemption shall have been duly published and funds available for the
payment of the principal of and interest (and premium, if any) on the
Bonds so called for redemption shall have been duly provided, such
Bonds so called shall cease to be entitled to any benefit under this
Resolution other than the right to receive payment of the redemption
price, and no interest shall accrue thereon or after the redemption
date specified in such notice.
Whenever any 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 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 next interest payment date in accordance with this
-13-
Resolution, and shall cause notice to be given in accordance with
such determination. Any notice of redemption may be cancelled if for
any reason funds are not available on the date fixed for redemption
for the payment in full of the Bonds then called for redemption.
Ail Bonds redeemed pursuant to this Section and the appur-
tenant coupons, if any, and all Bonds purchased by the Fiscal Agent
pursuant to Section 4.03 and the appurtenant coupons, if any, shall
be cancelled and shall be surrendered to the Agency.
SECTION 2.04. Form~ of Series 1982 Bonds. Th e coupon
Series 1982 Bonds, the interest coupons to be attached thereto, the
fully registered Series 1982 Bonds, the form of Fiscal Agent's cer-
tificate of authentication and registration, corresponding coupon
Series 1982 Bond endorsement, and assignment to appear thereon, shall
be substantially in the following forms, respectively, with necessary
or appropriate variations, omissions and insertions, as permitted or
required by this Resolution:
(FORM OF COUPON SERIES 1982 BOND)
No. $5,000
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
COUNTY OF ORANGE
TUSTIN COMMUNITY REDEVELOPMENT AGENCY
TOWN CENTER AREA REDEVELOPMENT PROJECT,
TAX ALLOCATION BOND, SERIES 1982
The Tustin Community Redevelopment Agency, a public body,
corporate and politic, duly organized and existing under the laws of
the State of California (herein called the "Agency"), for value
received, hereby promises to pay to the bearer thereof, on
November 1, (subject to any right of prior redemption hereinaf-
ter provided for), the principal sum of five thousand dollars in
lawful money of the United States of America, and to pay interest
thereon in like lawful money from the date hereof until payment of
such principal sum in full, at the rate of percent ( %) per
annum, payable semiannually on May 1 and November 1 in each year,
commencing May 1, 1983, but only, in the case of interest due on or
before maturity, upon presentation and surrender, and according to
the tenor, of the respective interest coupons hereto annexed as they
severally mature. Both the principal hereof and interest hereon are
payable at the principal office of the Security Pacific National
Bank, the Fiscal Agent, in Los Angeles, California, or at the option
of the holder, at the principal office of any duly appointed paying
agent.
-14-
This Bond is one of a duly authorized issue of bonds of the
Agency designated as the "Tustin Community Redevelopment Agency, Town
Center Area Redevelopment Project Tax Allocation Bonds, Series 1982"
(herein called the "Bonds"), of an aggregate principal amount of
($ ), all of like tenor and
date (except for such variation, if any, as may be required to desig-
nate uarying numbers maturities, interest rates or redemption
provisions) and all issued pursuant to the provisions of the
Community Redevelopment Law, being Part 1 (commencing with
Section 33000) of Division 24 of the Health and Safety Code of the
State of California (herein called the "Law") and pursuant to
Resolution No. of the Agency adopted on October 20, 1982, and
Resolution No. of the Agency adopted November 1, 1982 (the
"Resolution") authorizing the issuance of the Bonds. Additional
Bonds may be issued on a parity with the bonds, but only subject to
the terms of the Resolution. Reference is hereby made to the
Resolution (copies of which are on file at the office of the Agency)
and all resolutions supplemental thereto and to the Law for a
description of the terms on which the Bonds are issued, the provi-
sions with regard to the nature and extent of the Tax Revenues, as
that term is defined in the Resolution, and the rights thereunder of
the bearers and registered owners of the Bonds and the bearers of the
appurtenant coupons and the rights, duties and immunities of the
Fiscal Agent and the rights and obligations of the Agency thereunder,
to all' of the provisions of which Resolution the bearer of this Bond,
by acceptance hereof, assents and agrees.
The Bonds were issued by the Agency to aid in financing a
redevelopment project of the Agency known as Town Center Area
Redevelopment Project.
This Bond and the interest herein and all other B~nds and
the interest thereon (to the extent set forth in the Resolution) are
payable from, and are secured by a charge and lien on the Tax
Revenues derived by the Agency from the Project Area (as those terms
are defined in the Resolution). As and to the extent set forth in
the Resolution, all such Tax Revenues are exclusively and irrevocably
pledged to and constitute a trust fund, in accordance with the terms
hereof and the provisions of the Resolution and the Law, for the
security and payment or redemption of, and for the security and pay-
ment of interest on, the Bonds; but nevertheless, in accordance with
the Resolution, out of Tax Revenues certain amounts may be applied
for other purposes as provided in the Resolution.
This Bond is not a debt of the Tustin Community
Redevelopment Agency, the State of California, or any of its politi-
cal subdivisions, and neither said City, said State, nor any of its
political subdivisions, is liable thereon nor in any event shall this
Bond be payable out of any funds or properties other than those of
the Agency. This Bond does not constitute an indebtedness within the
-15-
meaning of any constitutional or statutory debt limitation or
restriction.
The rights and obligations of the Agency and the holders of
the bonds may be modified or amended at any time in the manner, to
the extent and upon the terms provided in the Resolution, but no such
modification or amendment shall permit a change in the terms of
redemption or maturity of the principal of any outstanding Bond or of
any installment of interest thereon or a reduction in the principal
amount or the redemption price thereof or in the rate of interest
thereon without the consent of the holder of such Bond, or shall
reduce the percentages or otherwise affect the classes of Bond the
consent of the holders of which is required to effect any such modi-
fication or amendment.
Series 1982 Bonds maturing on or after November 1, 1993 are
subject to redemption prior to their respective stated maturities, at
the option of the Agency, as a whole, or in part in inverse order of
maturities, and by lot within any such maturity if less than all of
the Bonds of such maturity be redeemed, from any source of available
funds, on any interest payment date on or after November 1, 1992, at
the respective redemption prices (expressed as percentages of the
principal amount of the Bonds or portions thereof to be redeemed) set
forth below, in each case together with accrued interest to the
redemption date:
Dates of Redemption
Redemption Pr ice
November 1, 1992 and May 1, 1993 .....
November 1, 1993 and May 1, 1994 .....
November 1, 1994 and May 1, 1995 .....
November 1, 1995 and May 1, 1996 .....
November 1, 1996 and May 1, 1997 .....
November 1, 1997 and thereafter .....
102 1/2%
102
ioi 1/2
101
ioo i/2
100
The Bonds maturing November 1, 2006, shall be subject to
redemption prior to maturity, at 100%, without premium, on
November 1, 1998, and on each November 1 thereafter to and including
November 1, 2005, but only from amounts available therefor in the
Sinking Account established by the Resolution, in the years and
amounts as follows:
-16-
Y EAR AMOUNT Y EAR AMOUNT
1998 $400,000 2003 $670,000
1999 440,000 2004 745,000
2000 490,000 2005 825,000
2001 545,000 2006 915,000
2002 605,000
As provided in the Resolution, notice of redemption shall
be given by publication at least once a week for two successive weeks
in a financial paper or newspaper of general circulation in Los
Angeles, California, and in a financial paper or newspaper circulated
in New York, New York, and printed in the English language, the first
such publication to be not less than thirty nor more than sixty days
before the redemption date. Notice of redemption shall also be
mailed no less than thirty nor more than sixty days prior to the
redemption date to the respective registered owners of any registered
Bonds designated for redemption at their addresses appearing on the
bond registration books, but neither failure to mail such notice nor
any defect in the notice so mailed shall affect the sufficiency of
the proceedings for redemption.
If this 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,
and coupons for such interest subsequently maturing shall be void.
If an event of default, as defined in the Resolution, shall
occur, the principal of all Bonds may be declared due and payable
upon the conditions, in the manner and with the effect provided in
the Resolution, but such declaration and its consequences may be
rescinded and annulled as further provided in the Resolution.
The Bonds are issuable as coupon Bonds, in the denomination
of $5,000 and as fully registered Bonds without coupons in the denom-
inations of $5,000 and any integral multiple thereof. Subject to the
limitations and conditions and upon payment of the charges, if any,
as provided in the Resolution, fully registered Bonds may be
exchanged for a like aggregate principal amount of coupon Bonds of
the same maturity, or for a like aggregate principal amount of fully
registered Bonds of other authorized denominations and of the same
maturity, and coupon Bonds may be exchanged for a like aggregate
principal amount of fully registered Bonds of authorized denomina-
tions and of the same maturity.
This Bond and the coupons appertaining hereto are negotia-
ble and transferable by delivery, and the Agency, the Fiscal Agent
and any paying agent of the Agency may treat the bearer hereof, or
the bearer of any coupon appertaining hereto, as the absolute owner
-17-
hereof or of such coupon, as the case may be, for all purposes,
whether or not this Bond or such coupon shall be overdue, and the
Agency, the Fiscal Agent and any paying agent shall not be affected
by any notice to the contrary.
It is hereby certified that all the conditions, things and
acts required to exist, to have happened or to have been performed
precedent to an in the issuance of this bond do exist, have happened
or have been performed in due and regular time, form and manner as
required by the Law and the laws of the State of California, and that
the amount of this bond, together with all other indebtedness of the
Agency does not exceed any limit prescribed by the Law or any laws of
the State of California, and is not in excess of the amount of Bonds
permitted to be issued under the Resolution.
IN WITNESS WHEREOF, the Tustin Community Redevelopment
Agency has caused this Bond to be executed in its name and on its
behalf with the signature of its Chairman and its seal to be repro-
duced hereon and attested by its Secretary, and the interest coupons
attached hereto to be executed with the facsimile signature of its
Treasurer, all as of November 1, 1982.
TUSTIN COMMUNITY REDEVELOPMENT
AGENCY
(SEAL)
By.
Chairman
ATTEST:
Secretary
-18-
(Form of Interest Coupon)
TUSTIN COMMUNITY REDEVELOPMENT AGENCY,
on
unless the bond herein mentioned shall have been
called for previous redemption and payment of the
redemption price duly provided for, will pay to
bearer at the principal office of Security Pacific
National Bank, Los Angeles, CALIFORNIA, or at the
principal office of any duly appointed paying agent
upon surrender hereof the sum-set forth herein in
lawful money of the United States of America, being
interest then due on its TUSTIN COMMUNITY
REDEVELOPMENT AGENCY TOWN CENTER AREA REDEVELOPMENT
PROJECT TAX ALLOCATION BONDS, SERIES 1982 dated
November 1, 1982.
No.
Coupon No.
Secretary
(Form of Certificate of Registration)
This bond is registered in the name of the registered owner
last entered below, and the principal thereof is payable only. to such
owner, interest remains payable to bearer; provided that this bond
may be registered to bearer and thereby discharged from registration
and the negotiability hereof restored.
-19-
NOTE:
There must be no writing below except by the Fiscal Agent.
Date of Name and Address of Signature of
Registry Reqistered Owner Fiscal Aqent
-20-
NO.
(FORM OF FULLY REGISTERED BOND)
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
COUNTY OF ORANGE
TUSTIN COMMUNITY REDEVELOPMENT AGENCY
TOWN CENTER AREA REDEVELOPMENT PROJECT
TAX ALLOCATION BOND, SERIES 1982
The Tustin Community Redevelopment Agency, a public body,
corporate and politic, duly organized and existing under the laws of
the State of California (herein called the "Agency"), for value
received, hereby promises to pay to or registered assigns,
on November 1 (subject to any right of prior redemption herein-
after provided for), the principal sum of Thousand Dollars
($ ) in lawful money of the United States of America, and to
pay interest thereon in like lawful money from the interest payment
date next preceding the date of registration of this Bond (unless
this bond is registered on an interest payment date, in which event
it shall bear interest from such date of registration, or unless this
Bond is registered prior to May 1, 1983 in which event it shall bear
interest from November 1, 1982) percent ( %) per annum, payable
semiannually on May 1 and November 1 in each year. Both the princi-
pal hereof and interest hereon are payable at the principal office of
Security Pacific National Bank, Fiscal Agent, in Los Angeles,
California.
This Bond is one of a duly authorized issue of bonds of the
Agency designated as the "Tustin Community Redevelopment Agency, Town
Center Area Redevelopment Project Tax Allocation Bonds, Series 1982"
(herein called the "Bonds"), of an aggregate principal amount of
$8,500,000, all of like tenor and date (except for such variation, if
any, as may be required to designate varying numbers maturities,
interest rates or redemption provisions) and all issued pursuant to
the provisions of the Community Redevelopment Law, being Part I
(commencing with Section 33000) of Division 24 of the Health and
Safety Code of the State of California (herein called the "Law") and
pursuant to Resolution No. of the Agency adopted on October 20,
1982 and Resolution No. of the Agency adopted on November 1,
1982 (the "Resolution") authorizing the issuance of the Bonds.
Additional Bonds may be issued on a parity with the bonds, but only
subject to the terms of the Resolution. Reference is hereby made to
the Resolution (copies of which are on file at the office of the
Agency) and all resolutions supplemental thereto and to the Law for a
description of the terms on which the Bonds are issued, the provi-
sions with regard to the nature and extent of the Tax Revenues, as
that term is defined in the Resolution, and the rights thereunder of
the bearers and registered owners of the Bonds and the bearers of the
-21-
appurtenant coupons and the rights, duties and immunities of the
Fiscal Agent and the rights and obligations of the Agency thereunder,
to all of the provisions of which Resolution the bearer of this Bond,
by acceptance hereof, assents and agrees.
The Bonds were issued by the Agency to aid in financing a
redevelopment project of the Agency known as the Town Center Area
Redevelopment Project.
This Bond and the interest herein and all other Bonds and
the interest thereon (to the extent set forth in the Resolution) are
payable from, and are secured by a charge and lien on the Tax
Revenues derived by the agency from the Project Area (as those terms
are defined in the Resolution). As and to the extent set forth in
the Resolution, all such Tax Revenues are exclusively and irrevocably
pledged to and constitute a trust fund, in accordance with the terms
hereof and the provisions of the Resolution and the Law, for the
security and payment or redemption of, and for the security and pay-
ment of interest on, the Bonds; but nevertheless, in accordance with
the Resolution, out of Tax Revenues certain amounts may be applied
for other purposes as provided in the Resolution.
The Bond is not a debt of the Tustin Community
Redevelopment Agency, the State of California, or any of its politi-
cal subdivisions, and neither said City, said State, nor any of its
political subdivisions, is liable hereon nor in' any event shall this
Bond be payable out of any funds or properties other than those of
the Agency. This Bond does not constitute an indebtedness within the
meaning of any constitutional or statutory debt limitation or
restriction.
The rights and obligations of the Agency and the holders of
the bonds may be modified or amended at any time in the manner, to
the extent and upon the terms provided in the Resolution, but no such
modification or amendment shall permit a change in the terms of
redemption or maturity of the principal of any outstanding Bond or of
any installment of interest thereon or a reduction in the principal
amount or the redemption price thereof or in the rate of interest
thereon without the consent of the holder of such Bond, or shall
reduce the percentages or otherwise affect the classes of Bond the
consent of the holders of which is required to effect any such modi-
fication or amendment.
Bonds maturing on or after November 1, 1993 are subject to
redemption prior to their respective stated maturities, at the option
of the Agency, as a whole, or in part in inverse order of maturities,
and by lot Within any such maturity if less than all of the Bonds of
such maturity be redeemed, from any source of available funds, on any
interest payment date on or after November 1, 1992, at the respective
redemption prices (expressed as percentages of the principal amount
-22-
of the Bonds or portions thereof to be redeemed) set forth below, in
each case together with accrued interest to the redemption date:
Dates of Redemption
November 1, 1992 and May 1, 1993 .....
November 1, 1993 and May 1, 1994 .....
November 1, 1994 and May 1, 1995 .....
November 1, 1995 and May 1, 1996 .....
November 1, 1996 and May 1, 1997 .....
November 1, 1997 and thereafter .....
Redemption Price
102 1/2%
102
101 1/2
101
100 1/2
100
The Bonds maturing November 1, 2006, shall be subject to
redemption prior to maturity, at 100%, without premium, on November
1, 1998, and on each November 1 thereafter to and including November
1, 2005, but only from amounts available therefor in the Sinking
Account established by the Resolution, in the years and amounts as
follows:
YEAR AMOUNT YEAR AMOUNT
1998 $400,000 2003 $670,000
1999 440,000 2004 745,000
'2000 490,000 2005 825,000
2001 545,000 2006 915,000
2002 605,000
As provided in the Resolution, notice of redemption shall
be given by publication at least once a week for two successive weeks
in a financial paper or newspaper of general circulation in Los
Angeles, California, and in a financial paper or newspaper circulated
in New York, New York, and printed in the English language, the first
such publications to be not less than thirty nor more than sixty days
before the redemption date. Notice of redemption shall also be
mailed no less than thirty nor more than sixty days prior to the
redemption date to the respective registered owners of any registered
Bonds designated for redemption at their addresses appearing on the
bond registration books, but neither failure to mail such notice nor
any defect in the notice so mailed shall affect the sufficiency of
the proceedings for redemption.
If this 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,
and coupons for such interest subsequently maturing shall be void.
In an event of default, as defined in the Resolution, shall
occur, the principal of all Bonds may be declared due and payable
upon the conditions, in the manner and with the effect provided in
-23-
the Resolution, but such declaration and its consequences may be
rescinded and annulled as further provided in the Resolution.
The Bonds are issuable as coupon Bonds in the denomination
of $5,000 and as fully registered Bonds without coupons in the denom-
inations of $5,000 and any integral multiple thereof. Subject to the
limitations and conditions and upon payment of the charges, if any,
as provided in the Resolution, fully registered Bonds may be
exchanged for a like aggregate principal amount of coupon Bonds of
the same maturity, or for a like aggregate principal amount of fully
registered Bonds of other authorized denominations and of the same
maturity, and coupon Bonds ma~ be exchanged for a like aggregate
principal amount of fully registered Bonds of authorized denomina-
tions and of the same maturity.
This Bond is transferable by the registered 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 the charges pro-
vided in the Resolution, and upon surrender and cancellation of this
Bond. Upon such transfer a new fully registered Bond or Bonds with-
out 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 registered
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.
It is hereby certified that all of the conditions~ things
and acts required to exist, to have happened or to have been per-
formed precedent to and in the issuance of this Bond do exist, have
happened or have been performed in due and regular time, form and
manner as required the Law and the laws of the State of California,
and that the amount of this bond, together with all other indebted-
ness of the Agency does not exceed any limit prescribed by the Law or
any laws of the State of California, and is not in excess of the
amount of Bonds permitted to be issued under the Resolution.
This Bond shall not be entitled to any benefit under the
Resolution or become valid or obligatory for any purpose until the
certificate of authentication and registration hereon endorsed shall
have been signed by the Fiscal Agent.
-24-
IN WITNESS WHEREOF, the Tustin Community Redevelopment
Agency has caused this Bond to be executed in its name and on its
behalf with the signature of its Chairman and its seal to be
reproduced hereon and attested by its Secretary, all as of
TUSTIN COMMUNITY REDEVELOPMENT
AGENCY
(SEAL)
By
Chairman
ATTEST:
Secretary
-25-
(Form of Fiscal Agent's Certificate of Authentication and
Registration to Appear on Registered Bonds)
This is one of the Bonds described in the within-mentioned
Resolution which has been authenticated and registered this __ day
of , .
SECURITY PACIFIC NATIONAL BANK,
as Fiscal Agent
By.
Authorized Officer
(Form of Corresponding Coupon Bond Endorsement)
Notice: No writing below except by the Fiscal Agent.
This Registered Bond is issued in lieu of or in
exchange for coupon Bond(s) of this issue, interest rate
and maturity, numbered in the denomi-
nation of $. each, not contemporaneously outstand-
ing aggregating the face value hereof; and coupon Bond(s)
of this issue and of the same interest rate and maturity
aggregating and face value hereof (and bearing the above
serial number(s) which has (have) been reserved for such
coupon Bond(s) will be issued in exchange for this regis-
tered Bond and upon surrender and cancellation hereof and
upon payment of charges, all as provided in the within-
mentioned Resolution.
-26-
(Form of Assignment)
For value received the undersigned do(es) hereby sell,
assign and transfer unto the within-
mentioned Registered Bond and hereby irrevocably constitute(s) and
appoint(s) attorney, to transfer the
same on the books of the Fiscal Agent with full power of substitution
in the premises.
Dated:
Note: The signature(s) on this Assignment must correspond with the
name(s) as written on the fact of the within Registered Bond
in every particular, without alteration or enlargement or any
change whatsoever.
SECTION 2.05. Execution of BQDds. The Bonds shall be exe-
cuted on behalf of the Agency by the signature of its Chairman and
the signature of its Secretary who are in office on the date of adop-
tion of the resolution of the Agency authorizing the Series of Bonds
to be executed or at any time thereafter, and the seal of the Agency
shall be impressed, imprinted or reproduced by facsimile signature
thereon. Either of such signatures may be affixed by facsimile
thereof, provided that one of such signatures shall be manually
signed on each Bond. The interest coupons attached to the Bonds
shall bear the facsimile signature of said Secretary. If any officer
whose signature appears on any Bond or coupon ceases to be such offi-
cer before delivery of the Bonds to the purchaser, such signature,
either on the Bonds or the coupons, or on both, shall nevertheless be
as effective as if the officer had remained in office until the
delivery of the Bonds to the purchaser. Any Bond or coupon may be
signed and attested on behalf of the Agency by such persons as at the
actual date of the execution of such Bond or coupon shall be the
proper officers of the Agency although on the date of such Bond or
coupon any such person shall not have been such officer of the
Agency.
Only such of the fully registered Bonds as shall bear
thereon a certificate of authentication and registration in the form
hereinbefore recited, executed and dated by the Fiscal Agent, shall
be valid or' obligatory for any purpose or entitled to the benefits of
this Resolution, and such certificate of the Fiscal Agent shall be
conclusive evidence that the Bonds so registered have been duly
authenticated, registered and delivered hereunder and are entitled to
the benefits of this Resolution.
-27-
SECTION 2.06. Transfer of Coupon Bonds. Ail coupon Bonds
shall be negotiable and transferable by delivery. The Agency, the
Fiscal Agent and any Paying Agent may treat the bearer of any coupon
Bond, whether or not such Bond shall be overdue, and the bearer of
any coupon, whether or not such coupon shall be overdue, as the abso-
lute owner of such Bond or coupon for the purpose of receiving pay-
ment thereof and for all other purposes whatsoever, and the Agency,
the Fiscal Agent and any Paying Agent shall not be affected by any
notice to the contrary.
SECTION 2.07. Transfer o~ Fully Registered Bonds. Any
fully registered Bond without ~oupons may, in accordance with its
terms, be transferred, upon the books required to be kept pursuant to
the provisions of Section 2.09, by the person in whose name it is
registered, in person or by his duly authorized attorney, upon sur-
render of such fully registered Bond for cancellation, accompanied by
delivery of a written instrument of transfer in a form approved by
the Fiscal Agent, duly executed.
Whenever any Bond shall be issued pursuant to this
Resolution as a fully registered Bond without coupons, there shall be
reserved by the Fiscal Agent unissued an aggregate principal amount
of coupon Bonds, of the same maturity and of the denomination of
%5,000, equal to the principal amount of such registered Bond, and in
such case the number or numbers of the coupon Bond or Bonds so
reserved, together with an appropriate statement as to such reserva-
tion, shall be endorsed on such registered Bond.
Whenever any fully registered Bond or Bonds without coupons
shall be surrendered for transfer, the Agency shall execute and the
Fiscal Agent shall deliver a new fully registered Bond or Bonds, for
like aggregate principal amount, which shall have endorsed thereon
the same coupon Bond number or numbers, if any, so reserved.
No transfers of fully registered Bonds shall be required to
be made during the 15 days next preceding each interest payment
date.
SECTION 2.08. Exchange of Bonds. Fully registered Bonds
without coupons may be exchanged at the principal office of the
Fiscal Agent in Los Angeles, California, for a like aggregate princi-
pal amount of coupon Bonds (or for a like aggregate principal amount
of fully registered Bonds of other authorized denominations) of the
same maturity, and coupon Bonds may be exchanged at said office of
the Fiscal Agent for a like aggregate principal amount of fully reg-
istered Bonds of authorized denominations of the same maturity. All
coupon Bonds surrendered for exchange and delivered in exchange shall
have attached thereto all unmatured coupons appertaining thereto
(together with any matured coupons in default appertaining thereto).
The Fiscal Agent shall preserve coupon Bonds surrendered to it for
exchange, and may subsequently reissue said coupon Bonds in exchange
-28-
for a like aggregate principal amount of fully registered Bonds, as
hereinabove provided, after detaching all matured interest coupons
appertaining thereto. The Fiscal Agent shall require the payment by
the Bondholder requesting such exchange of any tax or other govern-
mental charge required to be paid with respect to such exchange.
No exchanges or fully registered Bonds for coupon Bonds or
coupon Bonds for fully registered Bonds shall be required to be made
during the 15 days next preceding each interest payment date.
SECTION 2.09. Bond Register. The Fiscal Agent will keep
or cause to be kept, at its principal office in Los Angeles,
California, sufficient books for the registration and transfer of the
Bonds, which shall at all times be open to inspection by the Agency;
and, upon presentation for such purpose, the Fiscal Agent shall,
under such reasonable regulations as it may prescribe, register or
transfer or cause to be registered or transferred, on said books,
Bonds as hereinbefore provided.
SECTION 2.10. Temporary Bonds. The Bonds may be initially
issued in temporary form exchangeable for definitive Bonds when ready
for delivery. The temporary Bonds may be printed, lithographed or
typewritten, shall be of such denominations as may be determined by
the Agency, shall be without coupons and may contain such reference
to any of the provisions of this Resolution as may be appropriate.
Every temporary Bond shall be executed by the Agency upon the same
conditions and in substantially the same manner as the definitive
Bonds. If the Agency issues temporary Bonds it will execute and fur-
nish definitive Bonds without delay, and thereupon the temporary
Bonds may be surrendered, for cancellation, in exchange therefor at
the principal office of the Fiscal Agent in Los Angeles, California,
and the Fiscal Agent shall deliver in exchange for such temporary
Bonds an equal aggregate principal amount of definitive coupon Bonds
or definitive fully registered Bonds of authorized denominations.
Until so exchanged, the temporary Bonds shall be entitled to the same
benefits pursuant to this Resolution as definitive Bonds authenti-
cated and delivered hereunder.
SECTION 2.11. D_o~ds Mutilated, Lost, Destroyed or Stolen.
If any Bond shall become mutilated the Agency, at the expense of the
owner of said Bond, shall execute, and the Fiscal Agent shall there-
upon deliver, a new Bond of like tenor and number (having attached
appropriate coupons corresponding to those, if any, attached to the
mutilated Bond) in exchange and substitution for the Bond so muti-
lated, but only upon surrender to the Fiscal Agent of the Bond so
mutilated together with any unpaid coupons thereto appertaining.
Every mutilated Bond so surrendered to the Fiscal Agent shall be can-
celled by it and delivered to, or upon the order of, the Agency. If
any 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
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satisfactory to them shall be given, the Agency, at the expense of
the owner, shall execute, and the Fiscal Agent shall thereupon deliv-
er, a new Bond of like tenor and number (having attached appropriate
coupons corresponding to those, if any, annexed to the lost,
destroyed or stolen Bond) in lieu of and in substitution for the Bond
SO lost, destroyed or stolen. The Agency may require payment of a
sum not exceeding the actual cost of preparing each new Bond issued
under this Section and of the expenses which may be incurred by the
Agency and the Fiscal Agent in the premises. Any Bond or coupon
issued under the provisions of this Section in lieu of any Bond or
coupon alleged to be lost, destroyed or stolen shall constitute an
original additional contractual obligation on the part of the Agency
whether or not the Bond or coupon 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 Bonds and coupons issued pursuant to this Resolution.
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ARTICLE III
LIMITATION ON ISSUANCE OF ADDITIONAL BONDS;
ADDITIONAL BONDS
SECTION 3.01. Issuance of Bonds. At any time after the
adoption of this Resolution the Agency may sell and deliver
Additional Bonds only if the outstanding bonded indebtedness of the
Agency to be paid from Tax Revenues is less than the limitation then
set forth in Section 700 of the Redevelopment Plan.
SECTION 3.02. Reserve Account. There is hereby created
within the Special Fund established pursuant to Section 4.02 a fund
to be known as the "Town Center Area Redevelopment Project Reserve
Account" (the "Reserve Account"), which the Agency covenants and
agrees to cause to be maintained and which shall be held in trust by
the Fiscal Agent. An amount equal to Maximum Annual Debt Service on
all outstanding Bonds shall be maintained in the Reserve Account, and
any deficiency therein shall be replenished from the first available
moneys in the Special Fund established pursuant to Section 4.02. Any
amount in the Reserve Account in excess of the amount required to be
on deposit therein shall be withdrawn from the Reserve Account in
accordance with and subject to the terms and conditions set forth in
Section 4.03(4) hereof. The amount required to be maintained in the
Reserve Account may be increased by any Supplemental Resolution
establishing an additional series of Bonds pursuant to Section 3.04.
SECTION 3.03. ~development Fund. There is hereby created
a fund to be known as the "Town Center Area Redevelopment Project
Redevelopment Fund" (the "Redevelopment Fund"), which the Agency
hereby covenants and agrees to cause to be maintained and which shall
be held in trust by the Treasurer of the Agency. The balance of the
proceeds derived from the sale of the Bonds (after making any prior
deposits or disbursements as provided for in Section 2.02 hereof with
respect to the Series 1982 Bonds or in a Supplemental Resolution with
respect to any Additional Bonds) shall be deposited in the
Redevelopment Fund. The 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 any lawful purpose in connection there-
with, including, without limitation, the purposes authorized by
Sections 33401 and 33445 of the Law and also including the payment of
Costs of Issuance upon receipt of invoices therefor at, or after, the
time of delivery of the Bonds.
The Agency shall pay moneys from the Redevelopment Fund
upon receipt of warrants drawn thereon and signed by at least one
duly author'ized 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 excess of that amount
required to complete the Project shall be transferred from the
Redevelopment Fund to the Special Fund.
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SECTION 3.04. Issuance of Additional Bonds. In addition
to the 1982 Series Bonds, the Agency may, by Supplemental Resolution,
establish one or more additional series of Bonds to finance the
Project, or refund Bonds or Additional Bonds of the Agency issued for
such purpose, in such principal amount as shall be determined by the
Agency. The Agency may deliver Additional Bonds of the series so
established subject to the following specific conditions which are
hereby made conditions precedent to the delivery of any such addi-
tional series of Bonds issued under this Section:
(1)
The Agency shall be in compliance with all covenants
set forth in th~s Resolution.
(2)
The Additional Bonds shall be payable from Tax
Revenues on a parity with the 1982 Series Bonds.
(3)
The Tax Revenues derived based on the equalized
assessment roll next preceding the issuance of such
additional series of Bonds, as reported by the Orange
County Auditor-Controller, shall be equal to at least
one and ten hundredths (1.10) times the Maximum Annual
Debt Service on all series of Bonds then outstanding
and on the additional series of Bonds (after the
application of the proceeds of refunding bonds issued
to refund Bonds or Additional Bonds) proposed to be
issued. At the option of the Agency, there may be
added to such Tax Revenues the estimated amount of
additional Tax Revenues available for such computa-
tion, based on the tax rates in effect on the date on
which the estimate is made, from the estimated taxable
valuations of that portion of any improvements the
construction of which has been completed prior to the
date of issuance of said additional series of Bonds,
but which is not yet on the tax rolls, including any
increase in taxable valuation of the land underlying
such improvements, as such estimates are shown in an
opinion of the Orange County Assessor or Auditor-
Controller, or the Report of an Independent Real
Estate Consultant or Independent Financial
Consultant.
(4)
The Agency shall have received from an Independent
Financial Consultant a certificate stating that the
requirements of subsection (3) of this Section 3.04
have been complied with, or a certificate of the
Orange County Auditor-Controller setting forth such
taxes.
(5)
The Supplemental Resolution providing for the issuance
of such additional series of Bonds under this Section
shall provide that:
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(i)
Money shall be deposited in the Reserve Account
from the proceeds of the sale of said additional
series of Bonds as necessary so that the amount
on deposit in the Reserve Account will equal the
Maximum Annual Debt Service on the Bonds and
such additional series of Bonds (after applica-
tion of the proceeds of any such refunding
bonds);
(ii)
The interest payment dates for such Additional
Bonds shall be May 1 and November 1 and the
maturity dates shall be November 1;
(iii)
The proceeds of such additional series of Bonds
shall be applied solely for (i) the purpose of
aiding in financing the Project, including pay-
ment of all costs incidental to or connected
with such financing, and/or (ii) the purpose of
refunding any Bonds, including payment of all
costs incidental to or connected with such
refunding.
(6)
The Agency shall have received all required approvals
or rulings from any governmental authority having
jurisdiction over such series of Bonds or their terms,
including, without limitation, compliance with all
requirements of the Department of the Treasury of the
United States.
SECTION 3.05. 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 Tax Revenues, moneys, securi-
ties and funds created by this Resolution as security for the Bonds.
SECTION 3.06. Validity of Bonds. The validity of the
authorization and issuance of the 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.
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ARTICLE IV
PLEDGE AS SECURITY; SPECIAL FUND AND ACCOUNTS
SECTION 4.01. Pledge as Securi~. The Bonds shall be
secured by a pledge (which pledge shall be effected in the manner and
to the extent hereinafter provided) of (a) all of the Tax Revenues
and (b) all of the moneys in the Special Fund, the Interest Account,
the Principal Account, the Sinking Account and the Reserve Account.
The same are hereby allocated in their entirety to the payment of the
principal of and interest on the Bonds and, until the payment in full
thereof, shall be applied solely to the payment of such principal and
interest subject only to the provisions of this Resolution (including
specifically Section 4.03 hereof) permitting the allocation or appli-
cation thereof for the purposes and on the terms and conditions of
this Resolution. Such pledge and allocation is for the exclusive
benefit of the Bonds and shall be irrevocable until all of the Bonds
and all of their appurtenant coupons have been paid and retired or
provision made therefor. In accordance with Section 33645 of the
Law, Tax Revenues shall not be payable to the Fiscal Agent when suf-
ficient funds have been placed with the Fiscal Agent to redeem all
Bonds. The Agency will not issue any obligation or security (other
than Additional Bonds) superior to or on a parity with the Series
1982 Bonds authorized pursuant to Section 2.02, payable in whole or
in part from the Tax Revenues and moneys which are hereby pledged to
the payment of the principal of and interest on the Bonds, until all
of the Bonds and all of their appurtenant coupons have been paid and
retired or provision made therefor.
SECTION 4.02. Special Fund. There is hereby created a
special fund to be known as the "Special Fund", which the Agency
hereby covenants and agrees to cause to be maintained and which shall
be held in trust by the Fiscal Agent. The Agency shall pay or cause
to be paid to the Fiscal Agent all of the Tax Revenues and the Agency
covenants that it will, so far as permitted by law, authorize and
direct, and does hereby authorize and direct, the payment of such Tax
Revenues when collected for the account of the respective taxing
agencies or by the official who collected such Tax Revenues on behalf
thereof. All Tax Revenues at any time paid into the Special Fund
shall be held by the Fiscal Agent in trust for the benefit of the
Holders and registered owners from time to time of the Bonds and of
the coupons appertaining thereto, and shall be disbursed, allocated
and applied solely for the uses and purposes hereinafter in this
Article IV set forth. So long as any of the Bonds are Outstanding,
the Agency shall not have any beneficial right or interest in the Tax
Revenues, except only as in this Resolution provided, and such moneys
shall be used and applied by the Fiscal Agent as hereinafter set
forth in this Article IV.
SECTION 4.03. ~_stablishment and Maintenance of Ac~Q~
~Dx Revenues: Use and Withdrawal o~ Tax Revenues. A 1 1 T a x
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Revenues in the Special Fund shall be set aside by the Fiscal Agent
in the following respective special accounts (each of which is hereby
created within the Special Fund and each of which the Agency cove-
nants and agrees to cause to be maintained) or in the Reserve Account
(established by Section 3.02) in the following order of priority:
(1) Interest Account,
(2) Principal Account,
(3) Sinking Account, and
(4) Reserve Account.
Ail Tax Revenues in each of said accounts shall be held in trust by
the Fiscal Agent and shall be applied, used and withdrawn only for
the purposes hereinafter authorized in this Section 4.03.
(1)
Interest Account. On or before the fifteenth day of
each March and September, beginning March 1983, and so
long as the Bonds remain Outstanding, the Fiscal Agent
shall set aside from the Special Fund into the
Interest Account an amount which, when added to the
amount contained in the Interest Account on that date,
will be equal to the aggregate amount of the interest
becoming due and payable on the Outstanding Bonds on
the next succeeding interest payment date. No deposit
need be made into the Interest Account if the amount
contained therein is at least equal to the interest to
become due on the next succeeding interest payment
date upon all of the Bonds issued hereunder and the
Outstanding. All moneys in the Interest Account shall
be used and withdrawn by the Fiscal Agent solely for
the purpose of paying the interest on the Bonds as it
shall become due and payable (including accrued inter-
est on any Bonds purchased or redeemed prior to matu-
rity pursuant to this Resolution).
(2)
~_r~al Account. On or before the fifteenth day
of September in each year (commencing September 1983),
the Fiscal Agent shall set aside from the Special Fund
into the Principal Account an amount which, when added
to the amount contained in the Principal Account on
that date, will be equal to the principal next becom-
ing due and payable on the Outstanding Serial Bonds.
No deposit need be made into the Principal Account if
the amount contained therein is at least equal to the
principal to become due on the next succeeding
November 1 upon all of the Serial Bonds issued
hereunder and then Outstanding. All moneys in the
Principal Account shall be used and withdrawn by the
-35-
Fiscal Agent solely for the purpose of paying the
principal on the Serial Bonds as it shall become due
and payable.
(3)
~inking Account. On or before the fifteenth day of
September in each Bond Year for which minimum sinking
account payments have been established, the Fiscal
Agent shall set aside from the Special Fund into the
Sinking Account an amount equal to the aggregate
amount of the minimum sinking account payments estab-
lished for such. Bond Year pursuant to Section 2.02
hereof with respect to the Series 1982 Bonds maturing
on November 1, 2006 and pursuant to any Supplemental
Resolution with respect to any Additional Bonds.
In the event that available Tax Revenues shall in any Bond
Year be insufficient to make the minimum sinking account payments
established for such Bond Year, such deficiency shall be made up from
the first available Tax Revenues in succeeding Bond Years, and the
failure to make such payment in full shall not be deemed an event of
default within the meaning of Section 8.01.
In addition to the foregoing minimum sinking account pay-
ments,.the Fiscal Agent shall set aside from the Special Fund and
deposit in the Sinking Account on November 2 of each year, beginning
on November 2, 1983, all moneys then remaining in the Special Fund
(excluding moneys in the Reserve Account) not constituting "Surplus"
pursuant to subsection (5) of this Section 4.03.
Ail moneys in the Sinking Account on September 15 of any
Bond Year for which minimum sinking account payments have been estab-
lished, shall be used and withdrawn by the Fiscal Agent on the next
succeeding November 1 for the redemption prior to maturity or payment
at maturity of Bonds for which minimum sinking account payments have
been established, and the Agency hereby covenants and agrees with the
Holders of the Bonds to call and redeem Bonds for which minimum sink-
ing account payments have been established, from the Sinking Account,
whenever, on September 15 of any Bond Year for which minimum sinking
account payments have been established, there is money in the Sinking
Account available for such purpose as provided in this paragraph.
Amounts in the Sinking Account may also be used and with-
drawn by the Fiscal Agent at any time, upon the Written Request of
the Agency, for the purchase of Bonds for which minimum sinking
account payments have been established, 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 it may in its discretion determine, but not to exceed the
principal amount of such Bonds, plus the redemption premium
applicable on the next ensuing redemption date. All Bonds purchased
-36-
pursuant to this section and the appurtenant coupons, if any, shall
be cancelled.
In the event that, pursuant to the immediately preceding
two paragraphs, the Agency shall have purchased or redeemed a princi-
pal amount of Bonds of any Series and maturity for which minimum
sinking account payments shall have been established in excess of the
amount of minimum sinking account payments established for the period
to and including the next November 1, there shall be credited
(without duplication) toward each such minimum sinking account pay-
ment thereafter to become due (other than the next due) an amount
bearing the same ratio to such minimum sinking account payment as
such excess principal amount of such Bonds so purchased or redeemed
bears to the total amount of all such minimum sinking account pay-
ments to be credited. The portion of any such minimum sinking
account payment remaining after the deduction of any such amounts
credited toward the same (or the original amount of any such minimum
sinking account payments if no such amounts shall have been credited
toward the same) shall constitute the unsatisfied balance of such
minimum sinking account payment for the purpose of calculation of
minimum sinking account payments due on a future date.
(4)
Reserve Account. On or before November 1 of each
year, beginning on November 1, 1983, the Fiscal Agent
shall set aside from the Special Fund and deposit in
the Reserve Account an amount of money that shall be
required to maintain in the Reserve Account the full
amount of the Maximum Annual Debt Service or such
larger amount as shall be required to be maintained in
the Reserve Account by any Supplemental Resolution.
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 to be on
deposit therein. All moneys in the Reserve Account
shall be used and withdrawn by the Fiscal Agent solely
for the purpose of replenishing the Interest Account,
the Principal Account or the Sinking Account, in such
order, in the event of any deficiency at any time in
any of such accounts, or for the purpose of paying the
interest on or principal of or redemption premiums, if
any, on the Bonds in the event that no other money of
the Agency is lawfully available therefor, or for the
retirement of all the Bonds then Outstanding, except
that so long as the Agency is not in default hereun-
der, any amount in the Reserve Account in excess of
the amount required by this paragraph to be on deposit
therein may be withdrawn from the Reserve Account and
deposited in the Special Fund.
(5) Surplus. If, (a) on November 2 of any year,
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all moneys required to be set aside into the
Interest Account, Principal Account, Sinking
Account and Reserve Account in the immediately
preceding Bond Year have been so set aside,
the amount in the Reserve Account at least
equals Maximum Annual Debt Service,
(iii)
moneys remain in the Special Fund (excluding
moneys in the Reserve Account) and
(iv)
the Agency shall have provided to the Fiscal
Agent an opinion of an Independent Financial
Consultant to the effect that Tax Revenues which
will be allocated to and deposited in the
Special Fund during the then current Bond Year
will be not less than (y) the amount (if any)
required to be set aside in the Reserve Account
in such Bond Year, plus (z) one and ten-
hundredths (1.10) times the amount required to
pay interest, principal and minimum sinking
account payments in such Bond Year, then
(b) the amount of moneys so remaining in the Special Fund
(excluding moneys in the Reserve Account) shall be "Surplus" and
shall promptly be transferred, at the direction of the Agency, to the
Redevelopment Fund or to any other account of the Agency to be used
for any lawful purpose of the Agency.
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ARTICLE V
OTHER COVENANTS OF THE AGENCY
SECTION 5.01. ~unct~al Payment. The Agency will punctu-
ally pay or cause to be paid the principal and interest to become due
in respect of all the Bonds, in strict conformity with the terms of
the Bonds and of this Resolution, and it will faithfully observe and
perform all of the conditions, covenants and requirements of this
Resolution and all supplemental Resolutions and of the 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 5.02. Extension of Bonds and Coupo~. The Agency
will not, directly or indirectly, extend or consent to the extension
of the time for the payment of any Bond or any coupon appertaining to
or claim for interest on any of the Bonds and will not, directly or
indirectly, be a party to approve any such arrangement by purchasing
or funding the Bonds, coupons or claims for interest or in any other
manner. In case the maturity of any such Bond, coupon or claim for
interest shall be extended or funded, whether or not with the consent
of the Agency, such Bond, coupon 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 Bonds then Outstanding and of all
coupons and claims for interest which shall not have been so extended
or funded.
SECTION 5.03. Against 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 bonds, except as permitted by this
Resolution.
SECTION 5.04. Management and Qperations of Prop. erties.
The Agency will manage and operate all properties owned by the Agency
and comprising any part of the Project in a sound and businesslike
manner, and will keep such properties insured at all times in con-
formity with sound business practice.
SECTION 5.05. 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 Tax Revenues or any part thereof, or upon any funds in the
hands of the Fiscal Agent or any Paying Agent, or which might impair
the security of the 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.
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SECTION 5.06. Books and Accounts: Financial 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 Holders of
not less than ten percent (10%) of the principal amount of the Bonds
then Outstanding, or their representatives authorized in writing.
The Agency will cause to be prepared and filed with the
Fiscal Agent annually, within one hundred and twenty (120) days after
the close of that Fiscal Year so long as any of the 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
bondholder upon request.
SECTION 5.07. Protection of Security and Rights of
Dondholders. The Agency will preserve and protect the security of
the Bonds and the rights of the Bondholders, 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 Bonds by the
Agency, the Bonds and coupons appertaining thereto shall be incon-
testable by the Agency.
SECTION 5.08. Payments Q~ Tax~$ and Qther charges.
Subject to the provisions of Section 5.11 hereof, the Agency will pay
and discharge, or cause to be paid and discharged, all taxes, service
charges, assessments and other governmental charges which may hereaf-
ter 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
payment so long as the Agency in good faith shall contest the valid-
ity 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 5.09. ~ompletion 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 5.10. Taxation of Leased Property. 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
-40-
Tustin or the County of Orange) or whenever the Agency leases real
property in the Project Area to any person or persons for redevelop-
ment, the property shall be assessed and taxed in the same manner as
privately owned property (in accordance with Section 33673 of the
Health and Safety Code of the State of California), and the lease or
contract shall provide (1) that the lessee shall pay taxes upon the
assessed value of the entire property and not merely upon the
assessed value of his or its leasehold interest, and (2) that if for
any reason the taxes paid by the lessee on such property in any year
during the term of the lease or contract shall be less than the taxes
which would have been payable upon the assessed value of the entire
property if the property were assessed and taxed in the same manner
as privately owned property, the lessee shall pay such difference to
the Fiscal Agent within thirty days after the taxes for such year
become payable to the taxing agencies and in any event prior to the
delinquency date of such taxes established by law. All such payments
to the Fiscal Agent shall be treated as Tax Revenues and shall be
deposited by the Fiscal Agent in the Special Fund.
SECTION 5.11. Amendment of Redevelopment Plan add
]~3~_Q~on of Property. The Agency will not authorize the disposi-
tion 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 ten per-
cent (10%) of the land area in the Project Area, unless the
Redevelopment Plan is amended with the approval of the Fiscal Agent
as hereinafter provided in this Section 5.11.
If the Agency proposes to make such a disposition, it shall
propose an amendment to such Redevelopment Plan which expressly pro-
vides for the disposition of such real property with such an effect
and shall apply to the Fiscal Agent for approval of said proposed
amendment. The Agency shall thereupon appoint a reputable
Independent Financial Consultant and direct said consultant to report
on the effect of said proposed disposition.
If the Report of the Independent Financial Consultant con-
cludes that the security of the Bonds and the rights of the
Bondholders will not be materially impaired by said proposed disposi-
tion, and that taxes allocated to the Agency will not be signifi-
cantly diminished by the proposed disposition, the Fiscal Agent shall
approve the proposed amendment and the Agency may thereafter adopt
the amendment (pursuant to all applicable provisions of the Law) and
make the disposition. If said Report does not so conclude, the
Fiscal Agent shall not give approval to said proposed amendment.
The Agency shall have the sole and exclusive authority to
appoint said Consultant. Neither the Fiscal Agent nor said
-41-
Consultant shall be liable in connection with the performance of
their duties hereunder, except for their own negligence or willful
misconduct.
SECTION 5.12. 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 Orange County, and shall for-
ward information copies of each such filing to the Fiscal Agent.
SECTION 5.13. Eminen~ Domain. Sale or Lease Proceeds.
Except as otherwise provided in this Resolution, the net proceeds
received by the Agency from any eminent domain proceeding, sale or
lease of property within the Project, to the extent such property was
financed by the Agency from the proceeds of Bonds, shall be deposited
by the Agency in the Special Fund.
SECTION 5.14. 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
Holders of the Bonds of the rights and benefits provided in this
Resolution.
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ARTICLE VI
THE FISCAL AGENT AND THE PAYING AGENTS
SECTION 6.01. Appointment of Fiscal Agent. Security
Pacific National Bank at its principal 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
Tax Revenues and other funds pledged or held hereunder, and otherwise
to hold all the offices and perform all the functions and duties pro-
vided in this Resolution to be held and performed by the Fiscal
Agent. The Fiscal 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 execut-
ing 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 may remove the Fiscal Agent initially appointed,
and any successor thereto, 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 or examination by federal or state authority. If such
bank or trust company publishes a report of condition at least annu-
ally, 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 com-
pany 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 to the Agency and by giving to the Bondholders notice by pub-
lication of such resignation, which notice shall be published at
least once in a Financial Newspaper. 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 6.02. Appointment of P~ying Agents. The Fiscal
Agent at its principal office in Los Angeles, California, and Bankers
Trust Company at its principal office in New York, New York, are
hereby appointed as Paying Agents for the purpose of paying the prin-
cipal of and interest on any of the coupon Bonds presented for
payment in Los Angeles, California, or New York, New York. The
Agency may remove any Paying Agent and any successor thereto, and
-43-
appoint a successor thereto; but any such successor shall be a bank
or trust company doing business and having an office in Los Angeles,
California, or in New York., New York, as the case may be. Any Paying
Agent may resign upon giving written notice to the Agency or the
Fiscal Agent, except that the Fiscal Agent shall so notify the
Agency. Any Paying Agent designated by the Agency shall continue to
be the Paying Agent of the Agency for the purpose of paying the prin-
cipal of and interest on the coupon Bonds in Los Angeles, California,
or in New York, New York, as the case may be, until the designation
of a successor as such Paying Agent. The Fiscal Agent shall enter
into such credit arrangements with each Paying Agent as shall be nec-
essary and desirable in order to enable such Paying Agent to carry
out the duties of its office. A Paying Agent is hereby authorized to
redeem the coupon bonds and interest coupons appertaining thereto
when duly presented for payment at maturity, or on redemption prior
to maturity, and to cancel all coupon Bonds and coupons upon payment
thereof and to return the same so cancelled to the Fiscal Agent. A
Paying Agent shall keep accurate records of all coupon Bonds and cou-
pons paid and discharged. The Agency is hereby authorized to compen-
sate a Paying Agent for its respective services rendered pursuant to
the provisions of this Resolution.
SECTION 6.03. Liability of Agents. The recitals of facts,
covenants and agreements herein and in the Bonds contained shall be
taken as statements, covenants and agreements of the Agency, and nei-
ther the Fiscal Agent nor any Paying Agent assumes any responsibility
for the correctness of the same, or makes any representations as to
the validity or sufficiency of this Resolution or of the Bonds or
coupons, or shall incur any responsibility in respect thereof, other
than in connection with the duties or obligations herein or in the
Bonds assigned to or imposed upon it. Neither the Fiscal Agent nor
any Paying Agent shall be liable in connection with the per'formance
of its duties hereunder, except for its own negligence or willful
misconduct.
SECTION 6.04. Notice to Agents. The Fiscal Agent and any
Paying Agent shall be protected in acting upon any notice, resolu-
tion, request, consent, order, certificate, report, warrant, Bond or
other paper or document believed by it to be genuine and to have been
signed or presented by the proper party or proper parties. The
Fiscal Agent and any Paying Agent may consult with counsel, who may
be of counsel to the Agency, 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.
Neither the Fiscal Agent nor any Paying Agent shall be
bound to recognize any person as the Holder of a Bond unless and
until such Bond is submitted for inspection, if required, and the
Holder's title thereto satisfactorily established, if disputed.
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Whenever in the administration of its duties under this
Resolution the Fiscal Agent or any Paying Agent shall deem it neces-
sary 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 or the
Paying Agent, be deemed to be conclusively proved and established by
a certificate of the Agency, and such certificate shall be full war-
rant to the Fiscal Agent or the Paying 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 or any Paying Agent may, in lieu thereof, accept other evidence
of such matter or may require such additional evidence as to it may
seem reasonable.
SECTION 6.05. Deposit and Investment of Moneys in FuDds.
All moneys held by the Fiscal Agent in any of the funds or accounts
established pursuant to this Resolution shall be deposited in demand
or time deposits (which may be represented by certificates of
deposit) in any bank or trust company authorized to accept deposits
of public funds (including the banking department of the Fiscal
Agent), and shall be secured at all times by obligations which are
eligible by law to secure deposits of public moneys of a market value
at least equal to the amount required by law, except such moneys
which are at the time invested as hereinafter provided. Such obliga-
tions shall be deposited with such bank or banks as may be selected
by the Fiscal Agent after consultation with the Treasurer of the
Agency and held by or for the account of the Fiscal Agent as security
for such deposits.
Moneys in the Special Fund, including the accounts created
thereunder, may, and upon the written request of the Treasurer of the
Agency shall, be invested by the Fiscal Agent in Federal Securities,
certificates of deposit of banks (including the Fiscal Agent and any
Paying Agent) or other investments permitted by applicable law matur-
ing as hereinafter provided. Moneys in the Special Fund, including
the accounts created thereunder, shall be invested by the Fiscal
Agent, and moneys in the Redevelopment Fund may be invested by the
Treasurer, in such obligations which by their terms mature prior to
the date on which such moneys are required to be paid out hereunder.
Moneys in the Reserve Account may be so invested in such obligations
which by their terms mature prior to the date estimated by the Agency
that such funds will be required to be paid out or transferred to
another fund or account hereunder. All interest or gain received
from such investments of moneys shall be deposited in the respective
fund or account from which such investment was made.
The Agency covenants with the Holders of all Bonds at any
time Outstanding that it will make no use of the proceeds of the
bonds which will cause any of the Bonds to be "arbitrage bonds"
subject to federal income taxation by reason of Section 103(c) of the
-45-
Internal Revenue Code of 1954, as amended. To that end, so long as
any of the Bonds are Outstanding, the Agency will comply and will
cause and the Fiscal Agent to comply with all requirements, with
respect to the proceeds of the Bonds, of said Section 103(c) and all
regulations of the United States Department of the Treasury issued
thereunder, to the extent that such requirements are, at the time,
applicable and in effect.
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ARTICLE VII
MODIFICATION OR AMENDMENT OF THE RESOLUTION
SECTION 7.01. Amendments Permitted. This Resolution and
the rights and obligations of the Agency and of the Holders of the
Bonds and the coupons may be modified or amended at any time by a
Supplemental Resolution and pursuant to the affirmative vote at a
meeting of Bondholders, or with the written consent without a meet-
ing, of the Holders of sixty percent (60%) in aggregate principal
amount of the Bonds then Outstanding, exclusive of Bonds disqualified
as provided in Section 7.04. No such modification or amendment shall
(1) extend the maturity of any Bond or reduce the interest rate
thereon, or otherwise alter or impair the obligation of the Agency to
pay the principal thereof, or interest thereon, or any premium pay-
able 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 Holder of such 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 created for the benefit of the
Bonds (except as expressly permitted by the Resolution), or reduce
the percentage of 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 or of any Paying Agent
without its written consent thereto.
This Resolution and the rights and obligations of the
Agency and of the Holders of the Bonds and the coupons may also be
modified or amended at any time by a Supplemental Resolution, without
the consent of any Holders of the Bonds, but only to the extent per-
mitted 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 cove-
nants and agreements thereafter 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,
to make such provisions for the purpose of
curing any ambiguity, or of curing, correcting
or supplementing any defective provision con-
tained in this Resolution, or in regard to ques-
tions 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
Holders of the Bonds; and
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(c)
to provide for the issuance of any Additional
Bonds, and to provide the terms and conditions
under which such Additional Bonds may be issued,
subject to and in accordance with the provisions
of Section 3.04 hereof.
SECTION 7.02. Bondholders' Meetings. The Agency may at
any time call a meeting of the Bondholders. In such event the Fiscal
Agent is authorized to fix the time and place of said meeting and to
provide for the giving of notice thereof and to fix and adopt rules
and regulations for the conduqt of said meeting.
SECTION 7.03. Procedure for Amendment with Wri~te~ ~onsent
of Bondholders. The Agency may at any time adopt a Supplemental
Resolution amending the provisions of the Bonds or of this Resolution
or any Supplemental Resolution, to the extent that such amendment is
permitted by Section 7.01, to take effect when and as provided in
this Section. A copy of such Supplemental Resolution, together with
a request to Bondholders for their consent thereto, shall be mailed
by the Agency to each registered owner of Bonds Outstanding and to
each Holder of any such Bonds payable to bearer who shall have filed
with the Fiscal Agent an address for notices, 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 published at least
once a week for two successive weeks in a Financial Newspaper, the
first publication to be made 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 con-
sents of the Holders of sixty percent (60%)in aggregate principal
amount of the Bonds then Outstanding (exclusive of Bonds disqualified
as provided in Section 7.04) and a notice shall have been published
as hereinafter in this Section provided. Each such consent shall be
effective only if accompanied by proof of ownership of the Bonds for
which such consent is given, which proof shall be such as is permit-
ted by Section 9.04. Any such consent shall be binding upon the
Holder of the Bonds giving such consent and on any subsequent Holder
(whether or not such subsequent Holder has notice thereof) unless
such consent is revoked in writing by the Holder giving such consent
or a subsequent Holder by filing such revocation with the Fiscal
Agent prior to the date when the notice hereinafter in the Section
provided for has been published.
After the Holders of the required percentage of Bonds shall
have filed their consents to the Supplemental Resolution, the Agency
shall mail and publish a notice to the Bondholders in the manner
hereinbefore provided in this section for the mailing of the
-48-
Supplemental Resolution and publication of the notice of adoption
thereof, stating in substance that the Supplemental Resolution has
been consented to by the Holders of the required percentage of 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 thereto). Proof of the publica-
tion 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
publication 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 Holders of all Bonds and coupons 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 7.04. Disqualified Bonds. Bonds owned or held for
the account of the Agency or the City of Tustin, excepting any pen-
sion or retirement fund, shall not be deemed Outstanding for the pur-
pose of any vote, consent or other action or any calculation of
Outstanding Bonds provided for in this Article VII, and shall not be
entitled to vote upon, consent to, or take any other action provided
for in this Article VII.
SECTION 7.05. Effe¢~ of Suppl~gntal Resolution. From
and after the time any Supplemental Resolution becomes effective pur-
suant to this Article VII, this Resolution shall be deemed to be mod-
ified and amended in accordance therewith, the respective rights,
duties and obligations under this Resolution of the Agency and all
Holders of Bonds Outstanding (or of interest coupons appertaining
thereto, whether attached thereto or detached therefrom) shall there-
after be determined, exercised and enforced hereunder subject in all
respects to such modifications 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 Bondholder, before his consent provided for in this Article VII
shall be deemed effective, to reveal if the Bonds as to which such
consent is given are disqualified as provided in Section 7.04.
SECTION 7.06. Endorsement or Replacement of Bonds Issued
~fter ~endments. The Agency may determine that Bonds issued and
delivered after the effective date of any action taken as provided in
this Article VII shall bear a notation, by endorsement or otherwise,
in form approved by the Agency, as to such action. In that case,
-49-
upon demand of the Holder of any Bond Outstanding at such effective
date and presentation of the applicable 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 Bond. The Agency may determine that new Bonds, so modi-
fied as in the opinion of the Agency is necessary to conform to such
bondholders' action, shall be prepared, executed and delivered. In
that case, upon demand of the Holder of any bonds then Outstanding,
such new Bonds shall be exchanged at the office of the Fiscal Agent
in Los Angeles, California, without cost to any Bondholder, for Bonds
then Outstanding, upon surrencler of such bonds with all unmatured
coupons appertaining thereto.
SECTION 7.07. A~end~ory Endorsement of BQnd$. The pro-
visions of this Article VII shall not prevent any Bondholder from
accepting any amendment as to the particular Bonds held by him, pro-
vided that due notation thereof is made on such bonds.
-50-
ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES OF BONDHOLDERS
SECTION 8.01. Events of Default and Acceleratio~ of
~. If one or more of the following events ("events of
default") shall happen, that is to say:
(1)
if default shall be made in the due and punctual pay-
ment of the principal of or redemption premium (if
any) on any Bond when and as the same shall become due
and payable, whether at maturity as therein expressed,
by declaration or otherwise, and such default shall
have continued for a period of thirty (30) days;
(2)
if default shall be made in the due and punctual pay-
ment of any installment of interest on any Bond when
and as such interest installment shall become due and
payable, and such default shall have continued over a
period of thirty (30) days;
(3)
if default shall be made by the Agency in the obser-
vance of any of the covenants, agreements or condi-
tions on its part contained in this Resolution or in
the Bonds, and such default shall have continued for a
period of ninety (90) days; or
(4)
if the Agency shall file a petition or answer seeking
reorganization or arrangement under the federal bank-
ruptcy laws or any other applicable law of the United
States of America, or if a court of competent juris-
diction shall approve a petition, filed with or with-
out the consent of the Agency, seeking reorganization
under the federal bankruptcy laws or any other appli-
cable 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 Holders of sixty percent
(60%) in aggregate principal amount of the 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 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 Bonds contained to the contrary notwithstanding.
-51-
This provision, however, is subject to the condition that
if, at any time after the principal of the 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 suffi-
cient to pay all principal on the Bonds matured prior to such decla-
ration and all matured installments of interest (if any) upon all the
Bonds, with interest at the rate of twelve percent (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
on the Bonds due and payable solely by reason of such declaration)
shall have been made good or cured to the satisfaction of the Fiscal
Agent or provision deemed by the Fiscal Agent to be adequate shall
have been made therefor, then, and in every such case, the Holders of
at least a majority in aggregate principal amount of the Bonds then
Outstanding, by written notice to the Agency and to the Fiscal Agent,
may, on behalf of the Holders of all of the 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 8.02. Application of funds Upon Acceleration.
All of the Tax Revenues and all sums in the funds and accounts pro-
vided for in Sections 3.02, 4.02 and 4.03 upon the date of the decla-
ration of acceleration as provided in Section 8.01, and all sums
thereafter received by the Fiscal Agent hereunder, shall be applied
by the Fiscal Agent in the order following upon presentation of the
several Bonds and coupons, 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 Bondholders in declaring such event of
default, including reasonable compensation to its or their agents,
attorneys and counsel;
Second, in case the principal of the 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 twelve percent
(12%) per annum (to the extent that such interest on overdue install-
ments 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 the Bonds shall have become
and shall be then due and payable, to the payment of the whole amount
then owing and unpaid upon the Bonds for principal and interest, with
interest on the overdue principal and installments of interest at the
rate of twelve percent (12%) per annum (to the extent that such
interest on overdue installments of interest shall have been
-52-
collected), and in case such moneys shall be insufficient to pay in
full the whole amount so owing and unpaid upon the Bonds, then to the
payment of such principal and interest without preference or priority
of principal over interest, or interest over principal, or of any
installment of interest over any other installment of interest, rat-
ably to the aggregate of such principal and interest.
SECTION 8.03. Other Rem~_~ies of Bondholders. Any
Bondholder shall have the right, for the equal benefit and protection
of all Bondholders similarly situated-
(l) 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 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;
(2)
by suit, action or proceeding in equity, to enjoin any
acts or things which are unlawful, or the violation of
any of the Bondholders' right; or
(3)
upon the happening of any event of default (as defined
in Section 8.01), by suit, action or proceeding in any
court of competent 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 8.04. Non-waiver. Nothing in this Article VIII
or in any other provision of this Resolution, or in the Bonds or in
the coupons, shall affect or impair the obligation of the'Agency,
which is absolute and unconditional, to pay the principal of and
interest on the Bonds to the respective Holders of the Bonds and cou-
pons 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 Holders to institute suit to enforce such pay-
ment by virtue of the contract embodied in the Bonds and coupons.
A waiver of any default by any Bondholder shall not affect
any subsequent default or impair any rights or remedies on the subse-
quent default. No delay or omission of any Holder of any of the
bonds or coupons to exercise any right or power accruing upon any
default shall impair any such right or pcwer or shall be construed to
be a waiver of any such default or an acquiescence therein, and every
power and remedy conferred upon the Bondholders by the Law or by this
Article VIII may be enforced and exercised from time to time and as
often as shall be deemed expedient by the Holders of the Bonds.
If a suit, action or proceeding to enforce any right or
exercise any remedy be abandoned or determined adversely to the
-53-
Bondholders the Agency and the Bondholders shall be restored to their
former positions, rights and remedies as if such suit, action or pro-
ceeding had not been brought or taken.
SECTION 8.05. Actions by Fiscal Agent as Attorney-in-Fact.
Any suit, action or proceeding which any Holder of Bonds 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 Holders of Bonds similarly situated and the Fiscal Agent is
hereby appointed (and the successive respective Holders of the Bonds
and interest coupons issued h~reunder, 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 Holders of the Bonds
and interest coupons 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 Holders of the Bonds and
coupons as a class or classes, as may be necessary or advisable in
the opinion of the Fiscal Agent as such attorney-in-fact.
SECTION 8.06. Remedies Not Exclusive. No remedy herein
conferred upon or reserved to the Holders of 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 other-
wise, and may be exercised without exhausting and without regard to
any other remedy conferred by the Law or any other law.
-54-
ARTICLE IX
MISCELLANEOUS
SECTION 9.01. 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, any Paying
Agent and the Holders of the Bonds and coupons, any right, remedy,
claim under or by reason of this Resolution. Any covenants, stipula-
tions, promises or agreements in this Resolution contained by and on
behalf of the Agency shall be for the sole and exclusive benefit of
the Holders of the Bonds and coupons, the Fiscal Agent and the Paying
Agent.
SECTION 9.02. Successor is Deemed Included in Ail
References to Predecessor. Whenever in this Resolution or any
Supplemental Resolution either the Agency or the Fiscal Agent or any
Paying 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 or any Paying Agent shall bind and inure
to the benefit of the respective successors and assigns thereof
whether so expressed or not.
SECTION 9.03. Discharge of Resolution. If the Agency
shall pay and discharge the entire indebtedness on all Bonds
Outstanding in any one or more of the following ways:
(1)
by well and truly paying or causing to be paid the
principal of and interest on all Bonds Outstanding, as
and when the same become due and payable;
(2)
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 pro-
vided for in Sections 3.02, 4.02 and 4.03, is fully
sufficient to pay all Bonds Outstanding, including all
principal, interest and redemption premiums; or
(3)
by depositing with the Fiscal Agent, in trust, Federal
Securities or general obligation bonds of the State of
California in such amount as the Fiscal Agent shall
determine will, together with the interest to accrue
thereon and moneys then on deposit in the funds and
accounts provided for in Section 3.02, 4.02 and 4.03,
be fully sufficient to pay and discharge the indebted-
ness on all Bonds Outstanding (including all princi-
pal, interest and redemption premiums) at or before
their respective maturity dates;
-55-
and if such 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, at the election of the
Agency, and notwithstanding that any Bonds or interest coupons shall
not have been surrendered for payment, the pledge of the Tax Revenues
and other funds provided for in this Resolution and all other obliga-
tions of the Agency under this Resolution with respect to all Bonds
Outstanding shall cease and terminate, except only the obligation of
the Agency to pay or cause to be paid to the Holders of the Bonds and
interest coupons not so surrendered and paid all sums due thereon;
and thereafter Tax Revenues shall not be payable to the Fiscal
Agent. Notice of such election shall be filed with the Fiscal Agent
and each Paying Agent.
Any funds held by any Paying Agent, at the time of receipt
by the Paying Agent of such notice from the Agency, which are not
required for the purpose above mentioned, shall be paid over to the
Fiscal Agent. Any funds, thereafter held by the Fiscal Agent, which
are not required for said purpose, shall be paid over to the Agency.
SECTION 9.04. Execution of Documents and Proof of Ownership
by Bondholders. Any request, declaration or other instrument which
this Resolution may require or permit to be executed by Bondholders
may be in one or more instruments of similar tenor, and shall be exe-
cuted by Bondholders in person or by their attorneys appointed in
writing.
Except as otherwise herein expressly provided, the fact and
date of the execution by any Bondholder or his attorney of such
request, declaration or other instrument, or of such writing appoint-
ing such attorney, may be proved by the certificate of any notary
public or other officer authorized to take acknowledgments of deeds
to be recorded in the state in which he purports to act, that the
person signing such request, declaration or other instrument or writ-
ing acknowledged to him the execution thereof, or by an affidavit of
a witness of such execution, duly sworn to before such notary public
or other officer.
Except as otherwise herein expressly provided, the amount
of Bonds transferable by delivery held by any such person executing
such request, declaration or other instrument or writing as a
Bondholder, and the numbers thereof, and the date of his holding such
Bonds, may be proved by a certificate, which need not be acknowledged
or verified, satisfactory to the Fiscal Agent, executed by a trust
company, bank or other depositary wherever situated, showing that at
the date therein mentioned such person had on deposit with such
depositary or exhibited to it the Bonds described in such
certificate. Continued ownership after the date of deposit stated in
such certificate may be proved by the presentation of such
certificate if the certificate contains a statement by the depositary
-56-
that the Bonds therein referred to will not be surrendered without
the surrender of the certificate to the depositary, except with the
consent of the Fiscal Agent. The Fiscal Agent may nevertheless in
its discretion require further or other proof in cases where it deems
the same desirable. The ownership of registered Bonds and the
amount, maturity, number and date of holding the same shall be proved
by the registry books.
Any request, declaration or other instrument or writing of
the Holder of any Bond shall bind all future Holders of such Bond in
respect of anything done or suffered to be done by the Agency or the
Fiscal Agent in good faith and in accordance therewith.
SECTION 9.05. Waiver of Personal 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 on
the Bonds; but nothing herein contained shall relieve any such
member, officer, agent or employee from the performance of any offi-
cial duty provided by law.
SECTION 9.06. Publication for Successive Weeks. Any pub-
lication to be made under the provisions of this Resolution in suc-
cessive weeks may be made in each instance upon any business day of
the week and need not be made on the same day of any succeeding week
or in the same newspaper for any or all of the successive publica-
tions, but may be made on different days of the week and in different
newspapers.
SECTION 9.07. Destruction of Cancelled BQnd$. Whenever
in this Resolution provision is made for the surrender to the Agency
of any Bonds of coupons which have been paid or cancelled pursuant to
the provisions of this Resolution, a certificate of destruction duly
executed by the Fiscal Agent or by any Paying Agent shall be deemed
to be the equivalent of the surrender of such cancelled Bonds and
coupons 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 Bonds or coupons therein referred to.
SECTION 9.08. Notices and Demands on Agency. Any notice
or demand which by any provision of this Resolution is required or
permitted to be given or served by the Fiscal Agent to or on the
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 9.09. Partial Invalidity. If any Section, para-
graph, 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
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Resolution. The Agency hereby declares that it would have adopted
this Resolution and each and every other Section, paragraph, sen-
tence, clause or phrase hereof and authorized the issue of the 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 of
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 Bonds.
SECTION 9.10. Effective Date of Resolution. This
Resolution shall take effect from and after the date of its passage
and adoption.
PASSED AND ADOPTED on October 20, 1982, by the following
vote:
AYES: EDGAR, KENNEDY, GREINKE, HOESTEREY, SALTARELLI
NOES: NONE
ABSENT: NONE
CommCuhn ~m~de°fve it ho~men'~'t~ency
(SEAL)
Attest:
sec. re~ary_ ~- of ~he Tustin
Community RedevelOpment Agency
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STATE OF CALIFORNIA )
COUNTY OF ORANGE ) SS
CITY OF TUSTIN )
MARY E. WYNN, City Clerk and Secretary Clerk of the Community Redevelopment
Agency of the City of Tustin, California, does hereby certify that the whole num-
ber of the members of the City Council as the Community Redevelopment Agency is
five; that the above and foregoing Resolution No. RDA 82-10 was duly and
regularly introduced, passed and adopted at a regular meeting of the City Council
as the Community Redevelopment Agency held on the 20th day of October, 1982 by the
following vote:
AYES :
NOES :
ABSENT:
COUNCILPERSONS:
COUNCILPERSONS:
COUNCILPERSONS:
Edgar, Kennedy, Greinke, Hoesterey, Saltarelli
None
None
MARY E. WYNN~Ci~ Clerk/Se~'etary Clerk
City of Tustin, C~lifornia