HomeMy WebLinkAboutRDA TAX ALLO BOND SALE 10-20-82REDEVELOPMENT AGENCY
NO. 8
10-20-82
ADOPTED FE OLUTIOP!l D 14 �' 2 - /
AGENDA ITEM
RESOLUTION NO. RDA 82-10 - A Resolution of the Tustin Community
Redevelopment Agency AUTHORIZING THE ISSUANCE OF $ 5 pP� PRINCIPAL
AMOUNT OF TUSTIN COMMUNITY REDEVELOPMENT AGENCY, TOWN CENTER AREA
REDEVELOPMENT PROJECT, TAX ALLOCATION BONDS, SERIES 1982
This item was delivered to you in a separate packet.
DATE: Oct. 13, 1982
TO: REDEVELOPMENT AGENCY
FROM: BILL HUSTON, CITY MANAGER
SUBJECT: TAX ALLOCATION BOND SALE
REDEVELOPMENT AGENCY
'OS. 8 and 9
10-20-82
Inter -Coin
Attached are the following documents to be considered by the Agency at its
October 20, 1982 meeting:
1. Resolution Authorizing the Issuance of Tax Allocation Bonds.
2. Resolution Providing for the Sale of Tax Allocation Bonds.
3. * Notice Inviting Bids for the Agency's Town Center Area Redevelopment
Project Tax Allocation Bonds Series 1982.
4. * Preliminary Official Statement.
(*Separate documents which are dxhibits to the Resolution Providing
for the Sale of Tax Allocation Bonds.)
Also attached is a memorandum concerning the timing of the sale of tax allo-
cation bonds.
The attached documents constitute actions required to be taken by the Agency
in order to offer the bonds for public sale. I would suggest that Agency mem-
bers concentrate their review upon the Official Statement which includes a
summary of the major provisions of the resolution of issuance. The resolution
contains numerous technical provisions concerning the form of the bonds, reserve
accounts, redemption requirements, covenants of the Agency, fiscal agent, etc.
In lieu of describing these documents through a staff report, I would again
suggest that Agency members focus upon the Official Statement which includes
an overview of the bond issuance process and subsequent obligations of the
Agency.
Please do not hesitate to contact me or Jim Rourke if you have any questions.
WH:dmt
attachments
DATE: Oct. 12, 1982 \161( V l n t e c - C om
TO: REDEVELOPMENT AGENCY
FROM: BILL HUSTON, EXECUTIVE DIRECTOR
SUBJECT: TIMING OF THE SALE OF TAX ALLOCATION BONDS
When the Agency established its project priorities, a question was raised
as to whether it would be prudent to delay the sale of tax allocation
bonds. The assumption is that municipal bond market conditions will
improve (interest rates will drop) as the prime rate drops.
Although the municipal bond market has unique characteristics, it is true
that there is a correlation between municipal bond interest rates and the
rate of return from other types of investments. The investor compares the
rate of return on a private investment (stocks, bonds, real estate, money
market, etc.) vs. the interest rates on municipal bonds which are tax
exempt. Generally, municipal bonds are more competitive (which means a
lower interest rate paid by the public agency) as the spread between
private investment rates and municipal bond rates decreases.
With regard to the Agency's decision concerning the timing of issuing tax
allocation bonds, the following points should be considered:
1. Since the passage of Proposition 13 the California municipal bond
market has been volatile. A year ago, it was nearly impossible to
sell any type of municipal bond. The necessity of insuring municipal
bonds is an example of how Proposition 13 affected the marketability
of California municipal bonds.
2. As pointed out in the attached letter from Miller & Shroeder, Inc.,
the Agency's financial consultant, it is not possible to forecast
whether the recent decline in interest rates is the start of a long
term trend or is merely temporary.
From my review of newspapers and journals and discussions with other
financial consultants, many experts agree that when the federal
government begins to borrow funds to finance its deficit, interest
rates will begin to rise. This may occur as early as Spring 1983.
Other experts feel that the economy will not begin to improve on a
long term basis until early 1984. What most people seem to agree
upon is that the economy is volatile and nearly unpredictable.
3. The current schedule provides for
bonds to be received on November
retains the prerogative to reject
in the Miller & Schroeder letter,
to be frivolous, then it could be
later date.
bids on the Agency's tax allocation
1, 1982. The Agency of course
the bids. However, as pointed out
if bidders perceived the rejection
difficult to sell the bonds at a
It is important to keep in mind that the municipal bond market
attracts a select number of investors (brokers, pension funds,
insurance companies, etc.) The Agency would be attempting to attract
many of the same potential investors at a subsequent sale of bonds.
The Agency is constrained by the requirement that tax allocation
bonds must be offered at a public sale and due to the size of the
offering ($8,500,000), it will be an all or nothing sale. In
otherwords, the Agency will not sell the bonds in increments. What
can be expected is the interest rates proposed in the bids to be
received on November 1 will reflect what is occurring in the market
place. As of October 12, interest rates are below 11%. Miller &
Schroeder has indicated that municipal bond interest rates are
dropping, however, historically the decline is followed by a rise in
the rate.
4. The bonds have been structured (through the resolution of issuance to
be considered by the Agency on October 20, 1982) such that an amount
of funds equal to maximum annual debt service on all outstanding
bonds will be retained in a reserve account. This means that
approximately $1,200,000, which will be obtained from the proceeds of
the bond sale, will be held by the Agency each year during the
twenty-five (25) year term of the bonds. Interest earned on the
reserve account will accrue to the Agency. In addition to the
reserve account, the Agency will maintain principal and interest
accounts into which will be deposited each year amounts to cover
annual principal and interest payments. These accounts will also
earn interest.
The interest earned on the accounts created to service the debt is
credited to those accounts. However, all annual Agency income in
excess of the amounts required to be retained for annual principal
and interest payments and the amount equal to maximum annual debt
service can be used by the Agency for other projects. Therefore, the
interest earned on funds reserved for bond debt service will yield
additional income for the Agency.
Due to the nature of the Agency projects to be financed through the
bonds, it will not be possible to complete them in a short period
(State law requires that the funds must be expended within three
years. Federal law requires that 2.5 percent of the funds be
obligated within six months of selling the bonds to comply with
arbitrage regulations.). Therefore a substantial amount of the net
proceeds from the bond sale will earn interest. There is a trade-off
between the cost of interest on the bonds and the length of time the
funds are invested and earning interest.
5. If the tax allocation bonds are sold, the Agency has authorized
repayment of the $1,125,000 General Fund loan. This amount will earn
interest for the General Fund and provide the City Council the
flexibility to loan $900,000 to the water fund required for the water
bond principal payment due in 1985. While other sources of income
could be available to the water fund by 1985 (e.g. selling the
accounts in Santa Ana and Orange), funds will also be needed for an
on-going capital improvement program. It is unlikely that
adjustments in the water rate structure will generate sufficient
revenue between now and 1985 to cover both the water bond principal
payment and required capital improvement projects.
6. Recently enacted federal legislation requires that municipal bonds
issued after January 1, 1983 be registered bonds rather than bearer
(coupon) bonds as currently permitted. Bearer bonds are negotiable
which simplifies their re -sale by brokerage firms. Registered bonds
will be more difficult for brokerage firms to re -sale which means
interest rates will more than likely increase.
The Agency's tax allocation bonds are being offered as registered or
coupon bonds at the option of the purchaser.
7. It is generally anticipated that when the prime rate bottoms and if
at a rate which stimulates real estate, land values will rise. The
Agency needs to weigh the interest rate it will pay on tax allocation
bonds against the current or projected cost of real estate. Since
the Agency is considering land acquisition, it will be affected by
land values. Even though the Agency will be re -selling land
acquired, it will be working with a fixed amount of income which
affects the scale of its land acquisition program.
8. When the real estate industry recovers, construction costs will
rise. The parking facility, water well, and utility undergrounding
projects would be affected. Bond interest costs should be evaluated
relative to the effect of rising construction costs.
In summary, it is a policy question as to whether the Agency should pursue
a bond program. However, once the Agency decides to invite bids for the
purchase of bonds, it should only reject them if it is determined that the
proposed interest rate is not reflective of market conditions at that time
(and assuming there are no defects in the bids.)
The Agency needs to weigh the tangible and intangible trade-offs. No one
knows when interest rates will bottom or reach the top. What is known is
that the municipal bond market is favorable at this time.
While the Agency could certainly decide to delay its bond program, it would
be a gamble since unfortunately there is no way to predict what interest
rates will be in the future and how intangible factors could affect the
marketability of bonds.
WH:dmt
Toll Free California (800) 542-6032
(Sales) (800) 542-6288
Miller & Schroeder Municipals, Inc.
505 Lomas Santa Fe Drive, Suite 200, Solana Beach, California 92075 • (714) 481-5894
October 6, 1982
Mr. William A. Huston
Executive Director
Redevelopment Agency of the
City of Tustin
300 Centennial Way
Tustin, CA 92680
Dear Bill:
The timing of the sale of the Agency's $8,500,000 Tax Allocation Bonds is
extremely favorable.
Long term municipal bonds are currently being issued at interest rates that
we have not seen since the summer of 1980. Whether the recent substantial
reduction in interest rates is the beginning of a long term trend toward lower
interest rates or merely a brief opportunity before interest rates rise again, I
cannot forecast.
The decision to issue the Agency's bonds and the timing of the sale should not
be based solely on the interest rate paid on the bonds but in addition, on the ability
of the Agency to efficiently use the proceeds of the bonds to accomplish the
Agency's goals.
The Agency plans to acquire land, construct improvements and repay its debt
to the City. If the issuance of the bonds is delayed in the expectation that interest
rates will be lower, any savings in interest cost could be offset by higher
construction and acquisition costs.
In addition, recent federal legislation requires that municipal bonds be issued
as registered bonds after January 1, 1983 rather than as bearer bonds which has
been customary for municipal bonds. It is generally anticipated that the new
federal law will result in additional costs and higher interest rates for bonds issued
after January, 1983.
Headquarters: Minneapolis, Minnesota 55431, 170 Northwestern Financial Center, 7900 Xerxes Avenue South • (612) 831-1500
Branch Offices: Solana Beach, California • Northbrook, Illinois • St. Paul, Minnesota a Naples, Florida
Member of the Securities Investor protection Corporation
Page Two
October 6, 1982
Letter to Mr. Huston
If the Agency scheduled the bonds for sale on a particular day, and prior to
the receipt of the bids decided to postpone the sale date, there would not be any
adverse impact on the market for the Agency's bonds. If the Agency decided to
reject all bids after opening and reviewing the bids, then it can be anticipated that
the bidder who submitted the best bid would be unhappy. If such rejection was
based on prudent rather than what the bidders perceived to be frivolous reasons,
then the rejection of all bids should not harm the Agency's ability to sell the bonds
at some later date.
In general, once bids are received and opened, the bonds should be awarded to
the successful bidder.
Very truly yours,
Michael F. Whipple
Vice President
MFW:pcb
DRAFT 10/12/82 1#13.2
#17
TUSTIN COMMUNITY REDEVELOPMENT AGENCY 1#20
RESOLUTION NO. Q OA 72-/D #26
Resolution of the Tustin Community Redevelopment Agencyl 1#28
[Authorizing the Issuance of $ 1#29
Principal Am41unt of Tustin Community Redevelopment Agency[ J.Town 1#30,31
Center Area Redevelopment !#(31)
project, Tax Allocation Bonds, Series 1982 #32
#35
ITABLE OF CONTENTS
ARTICLE I
Authorization of Bonds; Definitions
#2317
2-9mu #(2317)
.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
.Section
.Section
3.02.
Reserve Account . ... . . . . . . . . .
Bonds.
. .
. .12
.Section
2.04.
Form 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
3.06.
2.08.
Exchange of Bonds . . . . . . . .
. .
. .28
.Section
.Section
2.09.
Bond Register . . . . . . . . .
.
. .29
.Section
2.10.
Temporary Bonds.29
.Section
2.11.
Bonds Mutilated, Lost, Destroyed
or
Stolen . . . . . . . . . . . . .
. .
. .29
ARTICLE III
#2322
#(2322)
#2322
#2322
#2322
#2322
#(2322)
#2322
#2322
#2322
#(2322)
#2322
#2322
#2322
#2322
#2322
#2322
#2322
#2322
#(2322)
#2322
_i- #2319
Limitation on Issuance of Additional Bonds;
#(2322)
Additional Bonds
#(2322)
3.01.
Issuance of Bonds . . . . . . . . . . .
.31
#2322
.Section
.Section
3.02.
Reserve Account . ... . . . . . . . . .
.31
#2322
.Section
3.03.
Redevelopment Fund . . . . . . . . . .
.31
#2322
3.04.
Issuance of Additional Series of
#2322
.Section
Bonds . . . . .
. 31
#(2322)
.Section
3.05.
Subordinated Indebtedness
.33
#2322
.Section
3.06.
Validity of Bonds . . . . . . . . . . .
.33
#2322
_i- #2319
TABLE OF CONTENTS, Continued
ARTICLE IV
#2318
Page #(2318)
The Tax Revenues; Special Fund and Accounts
Section 4.01. Pledge of Tax Revenues . . . . . . . . .34
Section 4.02. Special Fund . . . . . . . . . . . . . .34
Section 4.03. Establishment and Maintenance of
Accounts for Tax Revenues; Use and
Withdrawal of Tax Revenues . . . . . . .35
#2322
#(2322)
#2322
#2322
#2322
#(2322)
#(2322)
=ii- #2319
ARTICLE V
#2322
OTHER COVENANTS OF THE AGENCY
#(2322)
Section
5.01.
Punctual Payment . . . . . . . . . .
.
.39
#2322
Section
5.02.
Extension of Bonds and Coupons . . .
.
.39
#2322
Section
5.03.
Against Encumbrances . . . . . . . .
.
.39
#2322
Section
5.04.
Management and Operations of
#2322
Properties . . . . . . . . . . . . .
.
.39
#(2322)
Section
5.05.
Payment of Claims . . . . . . . . . .
.
.39
#2322
Section
5.06.
Books and Accounts; Financial
#2322
Statement . . . . . . . . . . . . . .
.
.40
#(2322)
Section
5.07.
Protection of Security and Rights of
#2322
Bondholders . ..40
#(2322)
Section
5.08.
the
Payments of Taxes and Or Charges
.40
#2322
Section
5.09.
Completion of Project . . . . . . . .
.
.40
#2322
Section
5.10.
Taxation of Leased Property . . . . .
.
.40
#2322
Section
5.11.
Amendment of Redevelopment Plan and
#2322
Disposition of Property . ..
.41
#'(2322)
Section
5.12.
Single Sum Payments in Lieu of Taxes
.
.42
#2322
Section
5.13.
Tax Revenues . . . . . . . . . . . .
.
.42
#2322
Section
5.14.
Eminent Domain . . . . . . . . . . .
.
.43
#2322
.Section
5.15.
Further Assurances . . . . . . . . .
.
.43
#2322
ARTICLE VI
#2322
THE FISCAL AGENT AND THE PAYING AGENTS
#(2322)
Section
6.01.
Appointment of Fiscal Agent . . . . .
.
.44
#2322
Section
6.02.
Appointment of Paying Agents . . . .
.
.44
#2322
Section
6.03.
Liability of Agents . . . . . . . . .
.
.45
#2322
Section
6.04.
Notice to Agents . . . . . . . . . .
.
.45
#2322
Section
6.05.
Deposit and Investment of Moneys in
#2322
Funds . . . . . . . . . . . . . . . .
.
.46
#(2322)
=ii- #2319
TABLE OF CONTENTS, Continued
ARTICLE VII
#2318
Paae #(2318)
Modification or Amendment of the Resolution
Section
7.01.
Amendments Permitted . . . . . . . .
. .48
#2322
7.02.
Bondholders' Meetings . . . . . . . .
. .49
.Section
.Section
7.03.
Procedure for Amendment with Written
8.01.
Events of Default and Acceleration
Consent of Bondholders . . . . . . .
. .49
.Section
7.04.
Disqualified Bonds . . . . . . . . .
. .50
Section
7.05.
Effect of Supplemental Resolution . .
. .50
.Section
7.06.
Endorsement or Replacement of Bonds
Acceleration . . . ... . . . . . .
. . .53
#(2322)
Issued After Amendments . . . . . . .
. .50
,Section
7.07.
Amendatory Endorsement of Bonds . . .
. .51
#2322
#(2322)
#2322
#2322
#2322
#(2322)
#2322
#2322
#2322
#(2322)
#2322
ARTICLE VIII
#2322
Events
of Default and Remedies of Bondholders
#(2322)
Section
8.01.
Events of Default and Acceleration
#2322
of Maturities . . . . . . . . . . .
. . .52
#(2322)
Section
8.02.
Application of funds Upon
#2322
Acceleration . . . ... . . . . . .
. . .53
#(2322)
Section
8.03.
Other Remedies of Bondholders . . .
. . .54
#2322
.Section
8.04.
Non -waiver . . . . . . . . . . . .
. . .54
#2322
Section
8.05.
Actions by Fiscal Agent as Attorney-
#2322
in -Fact . . . . . . . . . . . . . .
. . .55
#(2322)
,Section
8.06.
Remedies Not Exclusive . . . . . .
. . .55.
#2322
ARTICLE IX
#2322
MISCELLANEOUS
#(2322)
Section
9.01.
Benefits of Resolution Limited to
#2322
Parties . . . ..56
#(2322)
.Section
9.02.
cl
Successor is Deemed Inuded in All
#2322
References to Predecessor . . . . .
. . .56
#(2322)
Section
9.03.
Discharge of Resolution . . . . . .
. . .56
#2322
Section
9.04.
Execution of Documents and Proof of
#2322
Ownership by Bondholders . . . . .
. . .57
#(2322)
Section
9.05.
Waiver of Personal Liability . . .
. . .58
#2322
Section
9.06.
Publication for Successive Weeks .
. . .58
#2322
Section
9.07.
Destruction of Cancelled Bonds . .
. . .58
#2322
Section
9.08.
Notices and Demands on Agency . . .
. . .58
#2322
Section
9.09.
Partial Invalidity . . . . . . . .
. . .58
#2322
Section
9.10.
Effective Date of Resolution . . .
. . .59
#2322
-iii-
#2319
RESOLUTION N0. , ADOPTED
#39
A RESOLUTION OF THE TUSTIN COMMUNITY REDEVELOPMENT AGENCY[ 1#41
[AUTHORIZING THE ISSUANCE OF $ 1#42
PRINCIPAL AMOUNT OF TUSTIN COMMUNITY REDEVELOPMENT_ AGENCY[ 1TOWN !#43,44
CENTER AREA REDEVELOPMENT 1#(44)
2ROJECT, TAX ALLOCATION BONDS, SERIES 1982 #45
#47
:WHEREAS, the Tustin Community Redevelopment Agency is a 1#50
redevelopment agency, a public body, corporate and politic, duly cre- #51
ated, -established and authorized to transact business and exercise #52
powers under and pursuant to the provisions of the Community #53
Redevelopment Law of the State of California, including the power to #54
issue bonds for any of its corporate purposes; #55
.WHEREAS, a redevelopment plan for the Town Center Area #56
Redevelopment project and an amendment[ thereto, in the City of 1#57
Tustin, California, have been adopted for the Tustin Community, !#(57)
Redevelopment Agency in compliance with all requirements of law; and 1#58
.WHEREAS, the Tustin Community Redevelopment Agency has 1#59
determined -to issue bonds to aid in the financing of the Town Center 1#60
Area Redevelopment Project; #(60)
I.Now, THEREFORE, BE IT RESOLVED by the Tustin Community 1#68
Redevelopment Agency., .Las follows: !#69
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 ponds do exist, have
happened and have been performed in due time, form and juanner 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.
#70
#(70)
#72
#73
#74
#75
#76
#77
#(77)
#78
#79
SECTION 1.02. Definitions. Unless the context otherwise #81
requires, the .terms defined in this Section 1.02 shall, for all pur- #82
poses of this Resolution, Qf any resolution supplemental hereto, and #83
of any certificate, opinion or Qther document herein mentioned, have #84
the meanings herein specified. #(84)
!#86
"Agency" means the Tustin Community Redevelopment Agency, a !#(86)
public hody, corporate and politic, established under the Law. 1#87
"Annual Debt Service" means, for each Fiscal Year, the sum #(89)
of (1) the interest payable on the outstanding Bonds in such Fiscal #90
Year, assuming that .the outstanding Serial Bonds are retired as #91
scheduled and that the outstanding Term Bonds are redeemed from mini- #92
mum sinking account payments as scheduled, S2) the principal amount #93
of the outstanding Serial Bonds payable by their _terms in such Fiscal #94
Year, and (3) the principal amount of the outstanding Term Bonds #95
scheduled to be paid or called and redeemed from minimum sinking #(95)
account payments in such Fiscal Year, excluding the redemption premi- #96
ums, if any, thereon. #97
"Maximum Annual Debt Service" means the largest Annual Debt #98
Service -during the period from the date of the Bonds through the #99
final maturity date Qf any outstanding Bonds. #100
Articles. Sections #102
All references herein to "Articles," "Sections" and other #(102)
subdivisions are to the corresponding Articles, Sections or subdivi- #103
sions of this gesolution, and the words "h-erein," "hereof," #104
"hereunder" and other words of similar import refer to this #105
Resolution as a whole and not to any particular Article, Section or #106
subdivision hereof. #(106)
-2- #8
nonds, Series 1982 Bonds. Additional Bonds, Serial Bonds, Term �113111p_
Bonds
"Bonds" means the Tustin Community_ Redevelopment Agency 1#(108)
,Town Center Area Redevelopment Project[ Tax Allocation Bonds, Series 1#109
1982 andl Zany Additional Bonds authorized 12y, and at any time out- 1#110,111
standing pursuant to, this Resolution or any Supplemental #112
Resolution. #(112)
"Series 1982 Bonds" means the Agency's Tustin Community 1#112.1
Redevelopment Agency Town Center Area Redevelopm nt project, Tax 1#112.2
Allocation Bonds, Series 1982 authorized by Section 2.02 of this #(112.2)
Resolution. #112.3
"Additional Bonds" means Bonds of the Agency issued in #113
accordance with Section 3.06. #114
"Serial Bonds" means Bonds for which no minimum sinking #115
account payments are provided. #116
"Term Bonds" means Bonds which are payable on or before #117
their specified maturity dates from minimum sinking account payments #118
established for that purpose and calculated to retire such Bonds on #119
or before their specified maturity dates. #120
Chairman #122
"Chairman" means the chairman of the Agency appointed pur- #(122)
suant to Section 33113 of the Health and Safety Code of the State of #123
California, or Qther duly appointed officer of the Agency authorized #124
by the Agency by resolution or By-law to perform the functions of the #125
chairman in the event of the chairman's absence or disqualification. #126
Eederal Securities #128
"Federal Securities" means United States Treasury notes, #(128)
bonds, bills or Qertificates or indebtedness or those for which the #129
faith and credit of the united States are pledged for the payment of #130
principal and interest, including united States Treasury (book entry) #131
certificates, notes and bonds, state and local government series; #132
obligations issued by banks for cooperatives, federal J and banks, #133
federal intermediate credit banks, federal home loan banks, the #(133)
Eederal Home Loan Bank Board, the Tennessee Valley Authority, or #134
obligations, participations, or other instruments of or issued by, or #135
fully guaranteed as -to principal and interest by, the Federal #136
National Mortgage Association; or participation certificates evidenc- #137
ing beneficial interests in obligations, or in the right to receive #138
interest and principal collections therefrom, which Qbligations have #139
been subjected by one or more government agencies to a trust Qr #140
trusts for which any executive department, agency or instrumentality #(140)
of the united States (or the head thereof) has been named to act as #141
-3- #8
trustee, all as ,and to the extent that such securities are eligible #142
for the legal investment Qf Agency funds. #143
RZT.T-TRAWTIMMOM-e-F.TMER
#145
"Financial Newspaper" means The Wall Street Journal or TIQ #(145)
Daily Bond Buver or any other newspaper or journal printed in the #146
English language publishing financial news, circulated in Los #147
Angeles, California, and in the game or similar newspaper or journal #148
of general circulation in New York, New York, and selected by the #149
Fiscal Agent, whose decision shall be final and Qonclusive. #150
#152
"Fiscal Agent" means the Fiscal Agent appointed by the #(152)
Agency and acting as an independent trustee with the duties and #153
powers herein provided, its Aucc-essors and assigns, and any other #154
corporation or association which may at -any time be substituted in #155
its place, as provided in Section 6.01. #(155)
Fiscal Year
#157
"Fiscal Year" means any twelve-month period extending from #(157)
July 1 in one -calendar year to June 30 of the succeeding calendar #158
year, -both inclusive, or any other twelve-month period hereafter #159
selected and designated by the Agency as its official fiscal year #160
period. #(160)
Holder. Bondholder #162
"Holder" or "Bondholder" means any person who shall be the #(162)
bearer of any Qutstanding coupon Bond and, unless the context other- #163
wise requires, includes _the registered owner of any outstanding fully #164
registered Bond. #(164)
independent Certified Public Accountant #166
"Independent Certified Public Accountant" means any accoun- #(166)
tant or firm Qf such accountants duly licensed or registered or enti- #167
tled to practice and practicing as such under the laws of the State #168
of California, appointed by the Agency, and who, or each of whom: #169
il) is in fact independent and not under domination of the #171
Agency; #(171)
S.2) does not have any substantial interest, direct or #173
indirect, Nith the Agency; and #174
.i3) is not connected with the Agency as an officer or #176
employee of the Agency, but who may be regularly #177
retained to make reports to the Agency. #178
=4- #8
"
#180
"Independent Financial Consultant" means any financial con- #(180)
sultant or firm of such consultants appointed by the Agency, and who, #181
or each of whom: #(181)
L1) is in fact independent and not under domination of the #183
Agency; #(183)
12) does not have any substantial interest, direct or #185
indirect, with .the Agency; and #186
13) is not connected with the Agency as an officer or #188
employee of the Agency, but who may be regularly #189
retained to make reports to the Agency. #190
#192
"Independent Real Estate Consultant" means any real estate #(192)
consultant or firm of such consultants appointed by the Agency, and #193
who, or each of whom: #(193)
Law
S1) is in fact independent and not under domination of the #195
Agency; #(195)
.L2) does not have any substantial interest, direct or #197
indirect, with -the Agency; and #198
S3) is not connected with the Agency as an officer or #200
employee of the Agency, but who may be regularly #201
retained to make reports to the Agency. #(201)
#203
"Law" means the Community Redevelopment Law of the State of #(203)
California, constituting Part 1 of Division 24 of the Health and #204
Safety Code of the State Qf California, as amended and !#205
suppl emen-teal I . !#(205)
:.,. --. ,
"Net Bond Proceeds" means the aggregate amount of proceeds #(207)
received by -the Agency upon the sale of the Bonds (excluding accrued #208
interest thereon), less "Costs of Issuance". "Costs of Issuance" #209
means all expenses of the Agency incurred in connection with the #210
authorization, issuance and sale of the Bonds (including without lim- #211
itation legal and consultant fees, rating agency tees, Initial #212
Trustee fees and charges, costs of reproducing and binding -documents #213
and printing and advertising expenses). #(213)
=5- #8
#215
"Outstanding," when used as of any particular time with #(215)
reference to Bonds, means (subject to the provisions of Section 7.04) #216
all Bonds except: #(216)
L1) Bonds theretofore cancelled by the Fiscal Agent or any #218
Paying Agent Qr surrendered to the Fiscal Agent for #219
cancellation; #(219)
L2) Bonds paid or deemed to have been paid within the #221
meaning of Section 9.03; and #222
L3) Bonds in lieu of or in substitution for which other #224
Bonds shall have been authorized, executed,issued and #225
delivered by the Agency pursuant to the Resolution or #226
any Supplemental Resolution. #(226)
I W-150 • -,
#228
"Paying Agents" means the agents appointed by the Agency #(228)
pursuant to Rection 6.02, the successors and assigns of each of them, #229
and any other -corporations or associations which may at any time be #230
substituted in the lace Qf any of them, as provided pursuant to #231
Section 6.02. #(231)
1#233
"Project". "Projects" or "Redevelopment Projects" means, !#(233)
collectively, the Undertaking of the Agency pursuant to the 1#234
Redevelopment Plan and the Law Qf the Town Center Area Redevelopment 1#235
Project. 1#(235)
!#237
"Project Area" means, collectively, the Town Center Area !#(237)
Redevelopment Project) area described in the Redevelopment Plan. 1#238
"Redevelopment Plan" means Ithe Redevelopment Plan for .the
Town Center Area Redevelopment Project, approved by Ordinance
No. 701, -enacted by the City Council of the City of Tustin on
November 22, 1976, as amended by Ordinance No. 855, enacted by the
City Council of the City of Tustin on September 81 1981, together
with any amendments thereof duly authorized pursuant to the Law.
1#240
!#241
#(241)
#242
#243,244
#245
#246
=6- #8
!#248
"Report" -means a document in writing Signed by an !#249
Independent Financial Consultant or an Independent Real Estate #250
Consultant and including: #(250)
_Cl} a statement that the person or firm making or giving #252
such Report has read the pertinent provisions of this #253
Resolution to which such Report relates; #254
12) a brief statement as to the nature and scope of the #256
examination or investigation upon which the Report is #257
based; #(257)
13) a statement that, in the opinion of such person or #259
firm, sufficient -examination or investigation was made #260
as is necessary to enable gaid consultant to express #261
an informed opinion with respect to the subject matter #(261)
referred to in the Report. #262
#264
"Resolution" means this Resolution, adopted by the Agency #(264)
under the Law, ds originally adopted or as it may be amended or sup- #265
plemented by any Supplemental Resolution adopted pursuant to the pro- #266
visions hereof. #(266)
#268
"Orange County Assessor" means the person who holds the #(268)
office .designated Orange County Assessor from time to time, or one of #269
his duly -appointed deputies, or any person or persons performing sub- #270
stantially the same -duties in the event said office is ever abolished #271
or changed. #(271)
#273
"Orange County Auditor -Controller" means the person who #(273)
holds the Office designated Orange County Auditor -Controller from #274
time to time, or Qne of his duly appointed deputies, or any person or #275
persons performing substantially the same duties in the event said #276
office is ever abolished or Qhanged. #277
"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, or any act supplementary
thereto or amendatory thereof, 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
#279
#(279)
#280
#281
#282
#283
#284
_7- #8
the extent that such Supplemental Resolution is specifically #285
authorized hereunder. #(285)
"Tax Revenues" means that Rgrtion of taxes levied upon tax-
able pEoperty 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 Lcommencing 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 fLU of the Redevelopment Plan adopted in accordance with
Section 33333.2(1) of the Law that there shall not be 1collected by
the Agency in excess of $3.000.000 of revenue from taxes levied upon
taxablerrooperty in the Project Area pltrsuant to Section 33670(b) of
the Act during any one Fiscal Year except by amendment of the
Redevelopment Plan.
PLAM
!#(287)
1#287.1
!#288
#289
#290
#291
#292
#293
!#294
!#(294)
1#295
!#(295)
1#295.1
!#296
#(296)
#298
"Written Request of the Agency" means an instrument in #(298)
writing signed by the Chairman or by any other officer of the Agency #299
duly authorized by the Agency for that purpose and by the Secretary, #300
with the seal of the Agency Affixed. #301
,SECTION 1.03. Equal Security. 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 -eonstitute 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.
AM
ARTICLE II
THE BONDS
SECTION 2.01. Authorization. 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 1982 Bonds. A series of
Bonds entitled to the benefit, protection and security Qf this
Resolution is hereby authorized in,the aggregate principal amount Qf
$ ,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 Proje=
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 #337
November 1 in each year, as follows: #338
=9- #8
Year Pri nci."oal_Amount #341
1983 $
#343
1984
#344
2,985
#345
1986
#346
1987
#347
1988
#348
1989
#349
1990
#350
1991
#351
1992 -
#352
1993
#353
1994
#354
1995
#355
1996
#356
2,997
#357
2006
#358
She Series 1982 Bonds shall bear interest at the rates des- #361
ignated by the Agency at _the time of the sale of the Series 1982 #362
Bonds, but not to exceed twelve percent (12%) per annum; payable on #363
May 11 1983, and thereafter semiannually on November 1 and May 1 in #364
each year. Both the principal of and interest on the Series 1982 #(364)
Bonds shall be payable in lawful money of the United States of #365
America at the principal Office of the Fiscal Agent in Los Angeles, #366
California, or, in the case of -coupon Series 1982 Bonds, at the #367
option of the holder also at the principal office of the Paying Agent #368
in New York, New York. #(368)
,The coupon Series 1982 Bonds shall be numbered l.to #369
inclusive, and shall bear interest from November 1, 1982. The inter- #370
est coupons attached to the coupon Series 1982 Bonds shall be num- #371
bered in consecutive numerical order, and each such coupon ahall rep- #372
resent six months' interest on the Series 1982 Bond to which it is #(372)
attached. Payment of interest on the coupon Series 1982 Bonds due on #373
or before maturity of such Series 1982 Bonds shall be made only upon #374
presentation and surrender of the coupons representing such interest #375
as the same respectively fall due. #(375)
,The fully registered Series 1982 Bonds shall bear interest #376
from the interest payment -date next preceding the date of registra- #377
tion thereof unless such date of registration is an interest payment #378
date, in which event they shall bear interest from such date, or #379
unless such date of registration is prior to the first interest pay- #380
ment date, in which event they shall bear interest from November 1, #381
1982; provided, however, that if, at the time of registration of any #382
fully registered Series 1982 Bond, interest is in default on such #(382)
Series 1982 Bond, such fully registered Series 1982 Bond shall bear #383
interest from the interest payment date to which interest has #384
-10 #8
previously been paid or made available for payment on such Series #385
1982 Bond. Payment of the interest on any fully registered Series #(385)
1982 Bond zhall be made to the person whose name appears on the #386
Series 1982 Bond registration books of the Fiscal Agent as the regis- #387
tered Qwner thereof, such interest to be paid by check or draft #388,389
mailed to the registered owner at his address as it appears Qn such #390
registration books or at such address as he may have filed with the #(390)
Fiscal Agent for that purpose. #391
111,91301
RIMMMM
PILO
i
•. 1_ - •-ILIZEIIIIIIIII ER V-4 I I I Plif IM! - _• - '• �- _) -•' •:
. . . 102 1/2%
. . . 1.4.E
. . . In
1
. . . . 100 1/2
. 149
!#403
!#405.0.0
!#405.0.0
!#405.0.(
!#405.0.0
!#405.0.0
!#405.0.0
- WordUre • MRIli MO#Vln p17/• • -11 it ! • •! ••- •! •
• • • ! - 11 - • 11 11 _ ! 1 • • 1 • - 11 • _ _ ' ' : . 1 • • 1 1 1 y
MM MVII,
mini]= Minimum 1#405.0.0
Year Sinking Year ginkina 1#405.0.0
Ending Accou Endig Account 1#405.0.0
November 1 Payments November 1 PAYD19= !4405.0.0
1998. $400.000 2003. . . . . . . . . $670.000 !#405.0.0
1929. . . .. . . . 440.000 2004. . . . . . . . . 745.000 1#405.0.0
2000. . . . . . . 490.000 2005. . . . . . . . . 825.000 !#405.0.0
2001. . . . . . . . 545.000 2006. . . . . . . . . 915.000- 19405.0.0
2002. . . . . . . . 605.000 1#405.0.0
=11- #8
►• -11•-
••Fail
. . . 102 1/2%
. . . 1.4.E
. . . In
1
. . . . 100 1/2
. 149
!#403
!#405.0.0
!#405.0.0
!#405.0.(
!#405.0.0
!#405.0.0
!#405.0.0
- WordUre • MRIli MO#Vln p17/• • -11 it ! • •! ••- •! •
• • • ! - 11 - • 11 11 _ ! 1 • • 1 • - 11 • _ _ ' ' : . 1 • • 1 1 1 y
MM MVII,
mini]= Minimum 1#405.0.0
Year Sinking Year ginkina 1#405.0.0
Ending Accou Endig Account 1#405.0.0
November 1 Payments November 1 PAYD19= !4405.0.0
1998. $400.000 2003. . . . . . . . . $670.000 !#405.0.0
1929. . . .. . . . 440.000 2004. . . . . . . . . 745.000 1#405.0.0
2000. . . . . . . 490.000 2005. . . . . . . . . 825.000 !#405.0.0
2001. . . . . . . . 545.000 2006. . . . . . . . . 915.000- 19405.0.0
2002. . . . . . . . 605.000 1#405.0.0
=11- #8
JU pon the receipt of payment for any of the 1982 Series 1#405.0.1
Bonds when the game shall have been sold by the Agency, the proceeds !#405.0.2
thereof shall be paid to the Fiscal Agent which shall forthwith set #405.0.3,
aside, pay over and deposit such proceeds as follows: #(405.0.4
1.1) The Fiscal Agent shall set aside in the Interest #405.0.6
Account establighed pursuant to Section 4.03(1) hereof 1#405.0.7
the amount of accrued interest- or premium received 1#405.0.E
upon the sale of the 1982 Series Bonds. #(405.0.E
.L2) The Fiscal Agent shall set aside in the Reserve #405.0.1C
Account established pursuant to Section 3.02 hereof a 1#405.0.1
sum ecual to Maximum Annual Debt Service Qn the 1982 !#405.0.1
Series Bonds. #(405.0.1
13) The Fiscal Agent shall pay the necessary expenses in #405.0.14
connection with the issuance and sale of the 1982 #405.0.1`
Series Bonds and fees of the Fiscal Agent and Paying #(405.0.1
Agents. #(405.0.1
14) The Fiscal Agent shall transfer the remainder of such #405.0.17
proceeds to the Treasurer of the Agency who shall #405.0.1E
deposit said sum in the Redevelopment Fund established #405.0.1-c
by the Agency pursuant to Section 3.04 hereof. !#405.0.2
RECTION 2.03. General Provisions for Redemption of Bonds.
Any Additional Bonds issued pursuant to Section 3.06 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 Qf 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 -a11 of the Bonds and of said Additional Bonds Qutstanding
issued pursuant to Section 3.06 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 Qnce not less than thirty nor more than sixty days prior to
the date fixed for redemption in a Financial Newspaper. Such notice
shall state the redemption -date and the redemption price and, if less
than all of the then outstanding Bonds are to be called for
redemption, shall designate the numbers of the Bonds to be redeemed
by giving the individual number of each Bond or by stating that gll
=12-
Bonds between two stated numbers, both inclusive, or by stating -that 4426
all of the Bonds of one or more maturities have been called for 4(426)
tedemption,and shall require that such Bonds be then surrendered with 4427
all interest coupons maturing on or subsequent to the redemption 4428
date, at the Qption of the respective Holders thereof, at the office 4429
of the Fiscal Agent or At the office of any Paying Agent, for redemp- 4430
tion at the said redemption price, giving notice also that further 4431
interest on such Bonds will not accrue after -the redemption date. 4432
A similar notice shall be mailed by the Fiscal Agent to the 4433
respective legistered owners of any Bonds designated for redemption, 4434
at least thirty but not more than sixty days prior to the redemption 4435
date, at their addresses ,appearing on the Bond registration books in 4436
the office of the Fiscal Agent; but such mailing shall not be a con- 4437
dition precedent to such redemption and failure to mail or to receive 4438
any such notice shall not affect the validity Qf the proceedings for 4439
the redemption of such Bonds 4(439)
.If the number of Bonds to be redeemed include the numbers 4440
of coupon Bonds reserved against a fully registered Bond of a denomi- #441
nation larger -than $5,000 (in the event only a portion of any such 4442'
fully registered Bond is then jgalled for redemption), then upon sur- #443
render of such fully registered Bond redeemed in part only, the #444
Agency shall execute and the Fiscal Agent shall deliver to the regis- #445
tered owner, at the expense of the Agency, a new Bond or Bonds, of #446
the same series and maturity, of authorized denominations in Aggre- #447
gate principal amount equal to the unredeemed portion of the Bond or #(447)
Bonds with all unmatured coupons appertaining thereto or a fully reg- #448
istered Bond or Bonds without coupons. #449
After the date fixed for redemption, if notice of such #450
redemption shall have been duly published and funds available for the #451
payment of the principal _of and interest (and premium, if any) on the 4452
Bonds so called for redemption shall have been duly provided, such #453
Bonds so called shall cease to be entitled _to any benefit under this #454
Resolution other than the right to receive payment of the redemption #455
price, and no interest shall accrue thereon or after the redemption #456
date specified in such notice. #(456)
Whenever any Bonds are to be selected for redemption by #457
lot, the Fiscal Agent shall determine, in any manner deemed by it to #458
be fair, the numbers of the Bonds So be redeemed, and shall notify #459
the Agency thereof. #(459)
.The Fiscal Agent shall determine, in sufficient time to #460
give the notices Required by this Section, what sums will be avail- #461
able on th-e next interest payment date in accordance with this #462
Resolution, and shall cause notice to be given in accordance with #463
such determination. Any notice of redemption may be -cancelled if for #464
any reason funds are not available on the date fixed for redemption #465
for the payment in full of the Bonds then called for redemption. #(465)
-13- #8
All Bonds redeemed pursuant to this Section and the appur- #466
tenant coupons, if any, and all Bonds purchased by the Fiscal Agent #467
pursuant to Section 4.03 and the appurtenant coupons, if any, shall #468
be cancelled and shall be surrendered to the Agency. #469
.SECTION 2.04. Form of Series 19$2 Bonds. T h e . c o u p o n #471
Series 1982 Bonds, the interest coupons to be attached thereto, the #472
fully registered Series 1982 Bonds, the form of Fiscal Agent's Qer- #473
tificate of authentication and registration, corresponding coupon #(473)
Series 1982 Bond -endorsement, and assignment to appear thereon, shall #474
be substantially in the following forms, respectively, with necessary #475
or appropriate variations, Qmissions and insertions, as permitted or #476
required by this Resolution: #(476)
.NO.
,iFORM OF COUPON SERIES 1982 BOND) #479
UNITED STATES OF AMERICA
.STATE OF CALIFORNIA
-COUNTY OF ORANGE
TUSTIN COMMUNITY REDEVELOPMENT AGENCY
,TOWN CENTER AREA REDEVELOPMENT PROJECT,
.TAX ALLOCATION BOND, SERIES 1982
$5,000 #482
,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 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 princi-
pal 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 matu-
rity, -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
Paying Agent of the Agency, in Los Angeles, California, or at the
option of the holder, at the principal office Qf any duly appointed
paying agent.
#485
#486
#487
!#488
#489
#490
!#493
!#494
#495
#496
#497
#(497)
#498,499
#500
#501
#(501)
#502
#503
#504
#505
#506
#507
#508
#(508)
.This Bond is one of a duly authorized issue of bonds of the #509
Agency -designated as the "Tustin Community Redevelopment Agency, Town 1#510
Center Area Redevelopment Project Tax Allocation Bonds, Series 1982" 1#511
(herein called the "Bonds"), Qf an aggregate principal amount of #512
-14- #8
( $ ) , all Qf like tenor and
date (except for such variation, if any, as may be required to desig-
nate varying numbers maturities, interest rates or redemption
provisions) and all issued pursuant to the provisions Qf the
Community Redevelopment Law, being Part 1 (commencing with
Rection 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 , as amended
(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 Which regard to the nature and extent of the Revenues, as that
term is defined In the Resolution, and the rights thereunder of the
bearers and registered owners Qf the Bonds and the bearers of the
appurtenant coupons and the rights, duties and immunities of the
Paying Agent and the rights and obligations of the Agency _thereunder,
to all of the provisions of which Resolution the bearer Qf this Bond,
by acceptance hereof, assents and agrees.
#513
#514
#515
#516
#(516)
#517,518
#(518)
#519
#520
#521
#522
#523
#(523)
#524
#525
#526
#527
#528
#529
#530
#(530)
The Bonds were issued by the Agency to aid in financing a #531
redevelopment project Qf the Agency known as Town Center Area 1#532
Redevelopment Project. !#(532)
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 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 Qf, and for the security and pay-
ment of interest on, the Bonds; but nevertheless, in accordance with
the Resolution, out of Revenues Qertain amounts may be applied for
other purposes as provided in the Resolution.
This Bond is not a debt of the Tustin Community
Redevelopment Agency. 1the 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
a
#533
#534
#535
#536
#537
#538
#539
#540
#541
#542
#543
#544
!#545
!#546
!#547
#548
#549
!#549.1
1#549.2
!#(549.2)
The rights and obligations of the Agency and the holders of #550
the bonds may be modified or amended at any time in the manner, to #551
the extent and -upon the terms provided in the Resolution, but no such #552
=15- #8
modification or Amendment shall permit a change in the terms of
redemption or maturity Qf 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 Qonsent of the holder of such Bond, or shall
reduce the percentages or Qtherwise 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
e...4- }n rc c""-4nn r. 4^n 4-^ 4.1,n4r e4 -n+- 'A
#553
#554
#555
#556
#557
#558
#559
#(559)
1#560
1###562
55� �6� �1
1�
#562
1#563
1##m55C64
6L4C
1�
1#566
1#567
1#568
!#(568)
Redemption Price 1#571
November 1. 1992 and May 1. 1993. . . 102 1/2% 1#571.3
November 1. 1993 and May 1. 1994. In 1#571.4
November 1, 1994 and May 1, 1995. 101 1/2 1#571.5
November 1. 1995 and May 1. 1996. . . . . 1n 1#571.6
NoveMber 1, 1996 and May 1, 1997. 100 1/2 1#571.7
November 1. 1997 and thereafter 2kQ 1#571.8
The Bonds maturing November 1, 2006, shall be subject to #572
mandatory redemption, Without premium, on November 11 1998•, and on #573
each November 1 thereafter _to and including November 11 2005, in the #574
years and amounts as follows: #(574)
YEAR AMOUNT YEAR AMOUNT #578
1998 $ 2003 $ #580
1999 2004 #581
2.000 2005 #582
1001 2006 (Maturity) #583
1002 #584
8s provided in the Resolution, notice of redemption shall #589
be given by publication at least once a week for two successive weeks #590
in a financial paper or newspaper of general circulation in Los #591
Angeles, California, .and in a financial paper or newspaper circulated #592
in New York, New York, ,and printed in the English language, the first #593
such publication to be not less than thirty nor more than sixty days #594
=16- #8
before the redemption date. Notice of redemption shall also be 4595
mailed no less than thirty nor more -than sixty days prior to the 4596
redemption date to the respective registered Qwners of any registered 4597
Bonds designated for redemption at their addresses appearing on the 4598
bond registration books, but neither failure ho mail such notice nor 4599
any defect in the notice so mailed shall affect Jhe sufficiency of 4600
the proceedings for redemption. 4(600)
If this Bond is called for redemption and payment is duly 4601
provided -therefor as specified in the Resolution, interest shall 4602
cease to accrue hereon from and after the date fixed for redemption, 4603
and coupons for .such interest subsequently maturing shall be void. 4604
.If an event of default, as defined in the Resolution, shall 4605
occur, the principal of all Bonds may be declared due and payable 4606
upon the Qonditions, in the manner and with the effect provided in 4607
the Resolution, but such declaration and -its consequences may be 4608
rescinded and annulled As further provided in the Resolution. 4609
,The Bonds are issuable as coupon Bonds, in the denomination
of $5,000 and as fully registered Bonds without coupons in the denom-
inations Qf $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 Qther 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 Paying Agent
and any paying agent of the Agency may treat the bearer hereof, or
the hearer of any coupon appertaining hereto, as the absolute owner
hereof Qr of such coupon, as the case may be, for all purposes,
whether Qr not this Bond or such coupon shall be overdue, and the
Agency, -the Paying 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 Jto an in the issuance of this bond do exist, have happened
or have heen 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 Qf
the State of California, and is not in excess of the amount of Bonds
permitted to be issued under the Resolution.
4610
4611
4612
4613
4614
4615
4616
4617
4618
4619
4(619)
4620
4621
4622
4623
4624
4625
4626
4627
4628
4629
4630
4631
4632
4633
4634,635
4636
4(636)
=17- 48
IN WITNESS WHEREOF, the Tustin Community Redevelopment 1#638
Agency has paused this Bond to be executed in its name and on its !#639
behalf with the signature of its Chairman and its seal to be repro- #640
duced hereon and attested by its Secretary, and the interest coupons #641
attached hereto jto be executed with the facsimile signature of its #642
Treasurer, all as of November 1, 1982. #643
1SEAL)
ATTEST:
Secretary
Tustin Community RedeveloRment 1#646
Agency
By #649
_Chairman #649.1
#651
#653
#655
#655.1
-18- #8
,LForm of Interest Coupon)
9658
REDEVELOPMENT AGENCY OF THE CITY
#661
QF TUSTIN, on unless the bond herein mentioned
#663
.ahall have been called for previous redemption
#665
-and payment of the redemption price duly
#666
provided for, will pay to bearer at the principal
#667
Office of Security Pacific National Bank, Los
#668
Angeles, CALIFORNIA, or at the principal office $
#669
Qf any duly appointed paying agent upon surrender
#670
hereof the sum set forth herein in lawful money
#671
Qf the United States of America, being interest
#672
then due on its REDEVELOPMENT AGENCY OF THE CITY
#673
QF TUSTIN TOWN CENTER AREA REDEVELOPMENT PROJECT
#674
TAX ALLOCATION BONDS, SERIES 1982 dated November 11
#675
1982.
#(675)
.No.
#676
Coupon No. _ #678
Treasurer
SForm of Certificate of Registration)
#681
#(681)
#6 84
This bond is registered in the name of the registered owner #687
last entered below, and the principal thereof is payable only to such #688
owner, interest Yemains payable to bearer; provided that this bond #689
may be registered to bearer and thereby discharged from registration #690
and the negotiability hereof restored. #691
=19- #8
.NOTE: There must be no writing below except by the Paying Agent. #694
pate of Name and Address of Signature of #697
.Registry Registered Owner Fiscal Agent #698,699
#702
#703
#704
#705
#706
#7 07
m20- #8
N0. R_
jFORM OF FULLY REGISTERED BOND)
UNITEDSTATES OF AMERICA
,TATE OF CALIFORNIA
-COUNTY OF ORANGE
TUSTIN COMMUNITY REDEVELOPMENT AGENCY
MOWN CENTER AREA REDEVELOPMENT PROJECT
,TAX ALLOCATION BOND, SERIES 1982
#710
$ #712
.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 Lsubject to any right of prior redemption herein-
after provided for), _the principal sum of Thousand Dollars
($ ) in lawful money Qf 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 -in which event it shall bear
interest from ) percent (_%) per Annum, payable semiannu-
ally on January 1 and July 1 in each year. Both _the principal hereof
and interest hereon are payable at the principal Office of Security
Pacific National Bank, Paying Agent of the Agency, 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
, 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 -a11 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 ,
as amended (the "Resolution") Authorizing the issuance of the Bonds.
Additional Bonds may be issued Qn a parity with the bonds, but only
subject to the terms of the Resolution. Beference 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 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
#714
#715
#716
1#717
#718
#719
1 #7 22
1#723
#724
#725
#7 26
#727
#728
#729
#730
#731
#732
#733
#734
#735
#736
#737
#(737)
#738
1#739
1#740
#741
#742
#743
#744
#745
# (7 45)
#746
#(746)
#747
#748
#749
#7 50
#7 51
#7 52
#(752)
#7 53
#7 54
#(754)
-21- #8
Paying Agent and the rights and Qbligations of the Agency thereunder, #755
to all of the provisions of which Resolution the bearer of this Bond, #756
by acceptance hereof, assents and agrees. #(756)
The Bonds were issued by the Agency to aid in financing a #757
redevelopment project Qf the Agency known as the Town Center Area 1#758
Redevelopment Project. 1#(758)
,This Bond and the interest herein and all other Bonds and #759
the interest ,thereon (to the extent set forth in the Resolution) are #760
payable from, and are secured by a charge and lien on the Tax #761
Revenues derived by the agency.irom the Project Area (as those terms #762
are defined in the Resolution). As and ho the extent set forth in #763
the Resolution, all such Revenues are exclusively and irrevocably #764
pledged to and constitute a trust fund, in accordance with -the terms #765
hereof and the provisions of the Resolution and the Law, for .the #766
security and payment or redemption of, and for the security and pay- #(766)
ment of interest on, the Bonds; but nevertheless, in accordance with #767
the Resolution, Qut of Revenues certain amounts may be applied for #768
other purposes as provided in the Resolution. #769
The Bond is not a debt of the Tustin Community 1#770
Redevelopment Agency, _the State of California, or any of its politi- 1#771
cal subdivisions, and neither said City, said State, nor any of its #772
political subdivisions, is liable hereon nor in any event shall this #773
Bond be payable out of any funds or properties other than those of #774
the Agency. This Bond does not constitute an indebtedness within the 1#174.1
meaning of anv constitutional or statutory debt limitation or 1#774.2
!#(774.2)
The rights and obligations of the Agency and the holders of #775
the bonds may be modified or amended at any time in the manner, to #776
the extent and _Upon the terms provided in the Resolution, but no such #777
modification or amendment shall permit a change in the terms of #778
redemption or maturity Qf the principal of any outstanding Bond or of #779
any installment of interest Jthereon or a reduction in the principal #780
amount or the redemption price -thereof or in the rate of interest #781
thereon without the consent of the holder of such Bond, or shall #782
reduce the percentages or otherwise affect -the classes of Bond the #783
consent of the holders of which is required to -effect any such modi- #784
fication or amendment. #(784)
.f• •f -f f _ i-ltl"f •- - •f • - �• -11.x- .. .�
=22- #8
forth below. i1 each case tocether with accrued interest to the
redemption date* M793)
ovember1, 1992 and May 1. 1993.
!#796
. 102 1/2% 1#796.3
. 2JU 1#796.4
. 101 1/2 1#796.5
2JU !#796.6
. 100 1/2 1#796.7
IDA 1#796.8
,The Bonds maturing November 1, 2006, shall be subject to #797
mandatory redemption, without premium, on November 1, 1998, and on #798
each November 1 -thereafter to and including November 1, 2005, in the #799
years and months as follows: #800
]SEAR
AMOUNT YEAR
AMOUNT #804
1998
$ 2003
$ #806
1999
2004
#807
2000
2005
#808
2001
2006 (Maturity)
#809
2002
#810
As provided in the Resolution, notice of redemption shall #813
be given by publication at least once a week for two successive weeks #814
in a financial gaper or newspaper of general circulation in Los #815
Angeles, California, and in a financial paper or newspaper circulated #816
in New York, New York, and printed in the English language, the first #817
such publications to be not less than Jthirty nor more than sixty days #818
before the redemption date. Notice of redemption shall also be #819
mailed no less than thirty nor more than sixty says prior to the #820
redemption date to the respective registered owners of any registered #(820)
Bonds designated for redemption at their addresses appearing on the #821
bond registration books, but neither failure to mail such notice nor 1#822
any defect in the notice so mailed shall affect the sufficiency of 1#823
the proceedings for redemption. #824
If this Bond is called for redemption and payment is duly #825
provided therefor as specified in the Resolution, interest shall #826
cease to accrue hereon from and after the date fixed for redemption, #827
and coupons for such interest subsequently maturing shall be void. #828
In an event of default, as defined in the Resolution, shall #829
occur, the principal of all Bonds may be declared due and payable #830
upon the conditions, in the manner and with the effect provided in #831
=23- #8
the Resolution, but such declaration and its consequences may be #832
rescinded and annulled as further provided in the Resolution. #833
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. Subj.ect 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 is transferable by the registered owner hereof,
in person or 12y his attorney duly authorized in writing, at said
office of the Paying 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.
#834
#835
#836
#837
#838
#839
#840
#841
#(841)
#842
#843
#844
#845
#846
#847
#848
#849
#850
#851
#852
#(852)
The Agency and the Paying Agent may treat the registered #853
owner hereof as the absolute owner hereof for all purposes, and the #854
Agency and the Fiscal Agent shall not be affected by any notice to #855
the contrary. #(855)
=t is hereby certified that all of the conditions., things #856
and acts -required to exist, to have happened or to have been per- #857
formed precedent to and in the issuance of this Bond do exist, have #858
happened qr have been performed in due and regular time, form and #859
manner as required Jthe Law and the Laws of the State of California, #860
and that the amount of _this bond, together with all other indebted- #861
ness of the Agency does not axceed any limit prescribed by the Law or #862
any laws of the State of California, and is not in excess of the #863
amount of Bonds permitted to be issued under the Resolution. #864
This Bond shall not be entitled to any benefit under the #865
Resolution or hecome valid or obligatory for any purpose until the #866
certificate of authentication and registration hereon endorsed shall #(866)
have been signed by the Paying Agent. #(866)
=24- #8
IN WITNESS WHEREOF, the Tustin Community Redevelopment 1#868
Agency has _Qaused this Bond to be executed in its name and on its !#869
behalf with the gignature of its Chairman and its seal to be #870
reproduced hereon and attested ]2y its Secretary, all as of #871
#(871)
By #876
Chairman #877
.CSEAL) #878
Attest: #880
_ #882
Secretary #883
=25- #8
_LForm of Paying 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 Paying Agent
BY
Authorized Officer
#886
#887
#890
#891
#892
#895
#896
#898
#(898)
LForm of Corresponding Coupon Bond Endorsement) #900
gotice: No writing below except by the Paying Agent. #902
This Registered Bond is issued in lieu of or in
-exchange for coupon Bond(s) of this issue, interest =ate
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.
#904
#905,906
#907,908
#909
#910
#911
#912
#913
#914,915
#916
#917
#(917)
-26- #8
1Form of Assignment)
For value received
assign and -transfer unto
mentioned Registered Bond and
Appoint(s)
same on the books Qf the Paying
in the premises.
gated:
the undersigned do(es) hereby sell,
the within -
hereby irrevocably constitute(s) and
attorney, to transfer the
Agent with full power of substitution
#920
#923
#924
#925
#926
#927
#(927)
#930
#932
Rote: The signature(s) on this Assignment must correspond with the #935
name(s) as written on the fact of the within Registered Bond #936
in every particular, without alteration or enlargement or any #937
change whatsoever. #(937)
RECTION 2.05. Execution of Bonds. The Bonds shall be exe-
cuted on hehalf of the Agency by the signature of its Chairman and
the signature Qf its Secretary who are in office on the date of adop-
tion of this Resolution or at any time thereafter, and the seal of
the Agency shall he impressed, imprinted or reproduced by facsimile
signature thereon. Either of such signatures may he affixed by fac-
simile thereof, provided fhat one of such signatures shall be Ipanu-
ally signed on each Bond. The interest coupons attached to the Bonds
Chall 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, Quch signature,
either on the Bonds or -the coupons, or on both, shall nevertheless he
as effective as if the officer had remained in office until the
delivery Qf the Bonds to the purchaser. Any Bond or coupon may be
signed and attested Qn 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 Qn the date of such Bond or
coupon any such person shall not have been such officer of the
Agency.
Qnly 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, ehall
be valid or obligatory for any purpose or entitled to the henefits 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 end are entitled to
the benefits of this Resolution.
-27-
SECTION 2.06. Transfer of Coupon Bonds. All coupon Bonds
shall be Ilegotiable and transferable by delivery. The Agency, the
Fiscal Agent and any Baying Agent may treat the bearer of any Qoupon
Bond, whether or not such Bond -ahall be overdue, and the bearer of
any Qoupon, whether or not such coupon ghall be overdue, as the abso-
lute owner Qf such Bond or coupon for the purpose Qf receiving pay-
ment thereof and for all Qther 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 of Fully Registered Bonds. Any
fully registered gond without -coupons 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 Qegistered 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 pegistered Bond without coupons, there shall be
reserved by the Fiscal Agent -unissued an aggregate principal amount
Qf 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 #1019,102
shall be surrendered for transfer, the Agency Ahall execute and the #1021,102
Fiscal Agent shall -deliver a new fully registered Bond Qr Bonds, for #1023,102
like aggregate principal Amount, which shall have endorsed. thereon #1025,102
the same coupon Bond number or numbers, if any, so reserved. #1027
No transfers of fully registered Bonds shall be required to #1028,102
be made during the 15 days next preceding each interest payment #1030
date. #(1030)
RECTION 2.08. Exchange of Bonds. Fully registered Bonds
without Qoupons 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
Qf 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 zhall
have attached thereto all -unmatured coupons appertaining thereto
Ltogether with any matured coupons in default appertaining thereto).
,The Fiscal Agent shall preserve coupon Bonds Aurrendered to it for
exchange, and may subsequently reissue said coupon Bonds in exchange
#1032
#1033,103
#1035,103
#1037
#1038,103
#1040,104
#1042,104
#1044,104
#1047,104
#1049
#1050,105
#1052,105
#1054,105
=28- #8
for a like aggregate principal amount of fully registered Bonds, as
hereinabove provided, after detaching all matured interest coupons
.appertaining thereto. The Agency may -charge a sum not exceeding its
reasonable costs for each new Bond issued upon any exchange (except
in the case of any exchange of temporary Bonds for ,definitive Bonds
and except in the Base of the first exchange of any -definitive Bond
in the form in which it is originally issued) and the Fiscal Agent
Shall require the payment by the Bondholder requesting such exchange
of any tax or other governmental charge required to be paid with
respect to such exchange.
#1056,105
#1058
#1059,106
#1062,106
#1064,106
#1066,106
#1068
#1069,107
#1071,107
#(1072)
No exchanges or fully registered Bonds for coupon Bonds or #1073,107
coupon Bonds for fully registered Bonds shall be zequired to be made #1075,107
during the 15 days next preceding each interest payment date. #1077
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 %egulations as it may prescribe, register or
transfer or cause to be 1,egistered 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. She 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 game
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 Eiscal Agent shall deliver in exchange for zuch 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. Bonds 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
mutilated, but only upon Surrender to the Fiscal Agent of the Bond so
mutilated together with any unpaid coupons thereto appertaining.
=29-
Lvery mutilated Bond so surrendered to -the Fiscal Agent shall be
cancelled by It and delivered to, or upon the order Qf, 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
.Eiscal Agent and, if such evidence be gatisfactory to both and indem-
nity satisfactory to them shall be given, the Agency, at the expense
of the owner, shall execute, and the Fiscal Agent shall -thereupon
deliver, a new Bond of like -tenor and number (having attached appro-
priate 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 12e lost, destroyed or stolen shall _Constitute an
original additional contractual Qbligation on the part of the Agency
whether or not the Bond or coupon go alleged to be lost, destroyed or
-atolen be at any time enforceable by -anyone, and shall be equally and
proportionately entitled to the benefits Qf this Resolution with all
other Bonds and coupons issued pursuant to this Resolution.
-30-
ARTICLE III #1171
LIMITATION ON ISSUANCE OF ADDITIONAL BONDS; #(1171)
ADDITIONAL BONDS #(1171)
.SECTION 3.01. Issuance of Bonds. At any time after the #1173
adoption of this Resolution the Agency may sell and deliver #1174
Additional Bonds Qnly if the outstanding bonded indebtedness of the #1174.1
Agency to be paid from Tax Revenues is less than the limitation set #1174.2
forth in Section 700 of the Redevelopment Plan. #1175
.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 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. The
amount required to be maintained in the Reserve Account may he
increased by any Supplemental Resolution establishing an additional
series of Bonds pursuant to Section 3.05.
#1198
#1199
#1200
#1201
#1202
#1203
#1204
#1205,120
#1207,120
#1209
#1210
#(1210)
.SECTION 3.03. Redevelopment Fund. There is hereby created #1212
a fund to be known as the "Town Center Redevelopment ,project #1213
Redevelopment Fund" (the "Redevelopment Fund"), which the Agency #(1213)
hereby covenants and agrees to cause to be maintained and which shall #1214
be held in trust by the Treasurer of the Agency. The balance of the 1#1215
proceeds derived from the sale of the Bonds (after making _any prior 1#1215.1
deposits or disbursements as provided for in Section 2.02 hereof with !#1215.2
respect to the Series 1982 Bonds or in a Supplemental Resolution with 1#1215.3
respect to any Additional Bonds) shall be deposited in the 1#1215.4
Redevelopment Fund. The moneys in the Redevelopment Fund ,hall be !#1216
used in the manner provided by law solely for the purpose of aiding #(1216)
,in financing the Project or any lawful purpose in connection there- 141217
with, including, without Limitation the purposes authorized by 1#12.17.1
Sections 33401 and 33445 of the Law and also) including the payment !#1217.2
of Costs of Issuance upon receipt of invoices therefor at, or after, !#1218
the time of delivery of the Bonds. #(1218)
.The Agency shall pay moneys from the Redevelopment Fund #1219
upon receipt of warrants drawn thereon and signed by at least one #1220
duly authorized officer or member of the Agency. The Agency warrants #1221
that no withdrawal shall be made from the Redevelopment Fund for any 1#1222
purpose not authorized by law. Any moneys in excess of that amount 1#1223
required to complete the Project shall be transferred from the 1#1224
Redevelopment Fund to the Special Fund. #(1224)
.SECTION 3.04. issuance of Additional Series of Bonds. In #1226
addition to the Bonds, the Agency may, by Supplemental Resolution, #(1226)
_31- #8
establish Qne or more additional series of Bonds to finance the #1227
Project, or refund obligations of the Agency issued for such purpose, #(1227)
in such principal amount as shall be determined by the Agency. The #1228
Agency may deliver Additional Bonds of the series so established #1229
subject to the following specific conditions which are hereby made #1230
conditions precedent to the delivery of any such additional series of #1231
Bonds issued under this Section: #(1231)
1.1) The Agency shall be in compliance with all covenants #1233
set forth in this Resolution. #(1233)
S.2) The taxes eligible for allocation (pursuant to the Law
and the Constitution of Jthe State of California and
from which Tax Revenues are derived) as shown on -the
equalized assessment roll next preceding the issuance
of such additional aeries of Bonds, as reported by the
Orange County Auditor -Controller, shall Jae equal to at
least one and ten hundredths (1.10) times the Maximum
Annual Debt Service on all series of Bonds and
Additional Bonds then outstanding and on the addi-
tional series of Bonds (except Lefunding bonds issued
to refund Bonds or Additional Bonds) proposed to be
issued. At the option of the Agency, there may be
.added to such taxes the estimated amount of additional
taxes -eligible for allocation, based on the tax rates
in effect on the jdate on which the estimate is made,
from the estimated assessed valuations of that portion
of any improvements the construction of which has been
completed prior to the date of issuance of said addi-
tional series of Bonds, but which is not yet on the
tax rolls, including any increase in assessed valua-
tion of the land underlying such improvements,. as such
estimates are shown in an opinion of the Qrange County
Assessor or Auditor -Controller, or the Report of an
Independent Real Estate Consultant or Independent
Financial Qonsultant.
#1235
#1236
#1237
#(1237)
#1238
#1239
#(1239)
#1240
#1241
#1242
#1243
#(1243)
#1244
#1245
#1246
#1247
#1248
#1249
#(1249)
#1250
#1251
#1252
#1253
#(1253)
#1254
S3) The Agency shall have received from an Independent #1256
Certified Public Accountant a certificate stating that #1257
the requirements of subsection (2) of this #1258
Section 3.06 have been complied with, or a -certificate #1259
of the Orange County Auditor -Controller setting forth #(1259)
such taxes. #(1259)
S4) The Supplemental Resolution providing for the issuance #1261
of such -additional series of Bonds under this Section #1262
shall provide that: #(1262)
.Li) Money shall be deposited in the Reserve Account #1264
from the proceeds of the sale of said additional #1265
series of Bonds to increase .the amount on #1266
-32- #8
deposit in the Reserve Account to an amount #(1266)
equal to the Maximum Annual Debt Service on the #1267
Bonds and such additional ,aeries of Bonds; and #1268
lii) The proceeds of such additional series of Bonds 91270
shall be applied solely for (i) the purpose of #1271
aiding in financing the project, including pay- #1272
ment of all costs incidental to or Qonnected #1273
with such financing, and/or (ii) the purpose of #1275
refunding any Bonds, including payment of all #1276
costs incidental to or connected with such #(1276)
refunding. #(1276)
j5) The Agency shall have received all required approvals #1278
or rulings from any governmental authority having #1279
jurisdiction over such aeries of Bonds or their terms, #1280
including, without limitation, Compliance with all #1281
requirements of the Department of the Treasury Qf the #1282
United States. #(1282)
.SECTION 3.05. Subordinated Indebtedness. If and to the #1284
extent permitted by law the Agency may, at any time and from time to !#1284.1
time, issue indebtedness) gubordinate in all respects to the security !#1284.12
interest, pledge and assignment of the Tax Revenues, moneys, securi- #1284.13
ties and funds ,created by this Resolution as security for the Bonds. #1284.14
.SECTION 3.06. Validity of Bonds. The validity of the #1286
authorization and issuance of the Bonds shall not be dependent upon #1287
the completion of the Project or upon the performance by any person 1#1288
of his or her obligation with respect to the Project. !#(1288)
-33- #8
ARTICLE IV
THE TAX REVENUES; SPECIAL FUND AND ACCOUNTS
SECTION 4.01. Pledge of Tax Revenues. The Bonds shall be
secured by al pledge (which pledge shall be effected in the manner
and to the extent hereinafter provided) of all of the Tax Revenues
and a pledge of all of the moneys in the Interest Account, the
Principal Account, the Sinking Account and the Reserve Account. The
Tax Revenues 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, the Tax Revenues shall be applied solely to the payment
of such principal and interest and for deposit into the Reserve
Account for the purposes outlined in Section 3.03; -except that out of
the Tax Revenues may be apportioned such amounts for such Qther pur-
poses as are expressly permitted by Section 4.03. The pledge and
Allocation of Tax Revenues 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
been Placed with the Fiscal Agent to redeem all Bonds. The Agency
will not Issue any obligation or security superior to or on a parity
with the series 1982 Bonds Authorized pursuant to Section 2.01,1 pay-
able in whole Qr in part from the Tax Revenues which are hereby
pledged to the payment Qf the principal of and interest on the Bonds
(other than Additional Bonds Qr refunding bonds issued solely for the
purpose of refunding all of the then Qutstanding Bonds and Additional
Bonds), until all of the Bonds and all Qf their appurtenant coupons
have been paid and retired or provision made _therefor.
RECTION 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 yhich shall
be held in trust by the Fiscal Agent. The Agency shall pay or cause
bo be paid to the Fiscal Agent all of the Tax Revenues and the Agency
covenants jthat 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 Aolely 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.
=34-
,SECTION 4.03. Establishment and Maintenance of Accounts for
Tax Revenues: Use and Withdrawal of Tax Revenues. A 1 1 T a x
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 3jithin the Special Fund and each of which the Agency cove-
nants and agrees to cause to be maintained) or in the Reserve Account
(established pursuant to Section 3.03) in the following order of
priority:
#1330
#(1330)
#(1330)
#1331
#1332,133
#1334
#(1334)
#1335
L1)
Interest Account,
#1337
12)
Principal Account,
#1339
1,3)
Reserve Account,
#1341
,.(4)
Sinking Account, and
#1343
15)
Surplus Account.
#1345
All Tax Revenues in each of said accounts shall be held in trust by #1347
the Fiscal Agent and shall be applied, used and withdrawn only for #1348
the purposes hereinafter authorized in this Section 4.03. #1349
11) interest Account. On or before the last day of each #1351
April and October, beginning April 30, 1983, And so #1352
long as the Bonds remain Outstanding, the Fiscal Agent #(1352)
shall set aside from the Special Fund, in the Interest #1353
Account an amount which, when added to the Amount con- #1354
tained in the Interest Account on that date, will be #(1354)
-equal to the aggregate amount of the interest becoming #1355
due and payable on the Outstanding Bonds on the next #1356
succeeding interest payment date. No deposit need be #1357
made into the Interest Account if _the amount contained #1358
therein is at least equal to the interest to jaecome #1359
due on the next succeeding interest payment date upon #(1359)
all of _the Bonds issued hereunder and the #1360
Outstanding. All moneys in the Interest Account shall #1361
be used and withdrawn by the Fiscal Agent solely for #1362
the purpose of paying the interest on the Bonds as it #(1362)
Ahall become due and payable (including accrued inter- #1363
est on any Sonds purchased or redeemed prior to matu- #1364
rity pursuant to this Resolution). #1365
.L2) Principal Account. On o r b e f ore October 3 1 #1367
(commencing October 31, 1983), the Fiscal Agent shall #1368
set aside from the Special Fund in _the Principal #1369
Amount an amount which, when added to the amount .Con- #1370
tained in the Principal Account on that date, will be #(1370)
equal to the principal next becoming due and payable #1371
on the Outstanding Serial Bonds. No deposit need be #1372
made into the Principal Account if the amount #1373
=35- #8
contained therein is at least equal to the principal #(1373)
to become due on the next succeeding November 1 upon #1374
all of the Serial Ponds issued hereunder and then #1375
Outstanding. All moneys in the Principal Account #1376
shall be used and withdrawn by the Fiscal Agent solely #1377
for the purpose of paying the principal on the Serial #(1377)
Bonds as it shall become due and payable. #1378
L3) Reserve Account. On or before November 2 of each #1380
year, beginning on November 2, 1983, the Fiscal Agent #1381
shall set aside from the Special Fund and deposit in #(1381)
the Reserve Account an amount of money that shall be #1382
required to maintain in the Reserve Account the full #1383
amount of the Maximum Annual Debt Service or such #1384
larger amount as shall be required to be maintained in #(1384)
the Reserve Account by any Supplemental Resolution. #1385
No deposit need be made in the Reserve Account so long #1386
as there shall be on deposit therein a sum equal to at #(1386)
least the amount required by this paragraph to be on #1387
deposit therein. All moneys in the Reserve Account #1388
shall be used and withdrawn by the Fiscal Agent solely #1389
for the purpose of replenishing the Interest Account, #(1389)
the Principal Account or the Sinking Account, in such #1390
order, in the event of any deficiency at any time in #1391
any of such accounts, or for the purpose of paying the #(1391)
Interest on or principal of or redemption premiums, if #1392
any, on the Bonds in the event that no other money of #1393
the Agency is lawfully available therefor, or for the #1394
retirement of all the Bonds then Qutstanding, except #1395
that so long as the Agency is not in default hereun- #1396
der, any amount in the Reserve Account in excess of #(1396)
the amount .1equired by this paragraph to be on, deposit #1397
therein may be withdrawn from the Reserve Account and #1398
deposited in the Special Fund. #(1398)
L4) Sinking Account. On or before thel redemption date 1#1400
in each Xear for which minimum sinking account Day- X1400)
ments have been established, I the Fiscal Agent shall 1#1400.1,
1set aside from the Special Fund and deposit in the !#1402114
Sinking Account an amount of available Tax Revenues !#(1403)
which, when added to the amount _Contained in the !#1404
Sinking Account on that date, will be equal to the #(1404)
aggregate amount of the minimum sinking account pay- #1405
ments required to be on deposit therein in such year 101406
pursuant to Section 2.02 hereof with respect to the !#(1406)
Series 1982 Bonds maturing on November 1. 2006 and 141407
pursuant to any Suvylemental Resolution with respect 1#1408
to any Additional Bonds. 1 1#(1408)
In the event that available Tax Revenues shall in any year be #1427
Insufficient to make the minimum sinking account payment then #1428
-36- #8
zequired, such deficiency shall be made up from the first available #1429
Tax Revenues in succeeding years, and the failure to make such gay- #1430,143
ment in full shall not be deemed an event of default within the nean- 1#1432
ing of Section 8.01.1 1#(1432)
_In addition to the foregoing minimum sinking account payments, the #1440
Fiscal Agent shall set aside from the Special Fund and deposit in -the #1441,144
Sinking Account on or before October -31 of each year, beginning Qn #1443
October 31, 1983, all remaining amounts of Tax Revenues not permitted #1444
to be treated as surplus as provided herein. #(1444)
All money in the Sinking Account on September 1 and March 1 of any
year for which minimum sinking account payments have been estab-
lished, beginning on September 2, of the first year for which minimum
sinking account payments have been established, shall be used and
withdrawn by jthe Fiscal Agent on the next succeeding interest payment
date for -the redemption prior to maturity or payment at maturity of
Bonds Ifor which minimum sinking account payments have been estab-
liahgd and the Agency hereby covenants and -agrees with the Holders of
the Bonds to call and redeem Bonds for which minimum sinking account
payments have been established, from the Sinking Account pursuant to
this .paragraph and pursuant to Section 2.03 hereof whenever, on
September 1 Qr March 1 of any year for which minimum sinking account
payments have been established, beginning on September 1, of the first
year for which minimum sinking account payments have been estab-
lished, there is money in -the Sinking Account available for such pur-
pose as provided in this paragraph.
.Such amounts may also be used and withdrawn by the Fiscal Agent at
any time, upon the Written Request of the Agency, for the purchase Qf
Bonds at public or private sale as and when 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 deter-
mine, but not to exceed the principal amount of -auch Bonds, plus the
redemption premium applicable on the next Qnsuing redemption date.
All Bonds purchased pursuant to this Rection and the appurtenant cou-
pons, if any, shall be cancelled.
TIME
u ! n.n _ !. }• •.1 •-ill-! • •- -• -• !- .• •} • .} ,.
}.NIII P IF IV 4 11 L511 it ! I 11111 WRIM016! tMI !, /11-} 1 ir-P 4 0 P 4 }• NIF I MR NA -4d •} • . i
lilt SET%=
=37- #8
calculation of minimum sinking account payments due on a future 1#(1463.1
date. 1#1463.15
L5) ,Surplus. On or after July 1, but in no event later #1465
than ,July 31, of each Fiscal Year, the Fiscal Agent #1466
shall determine the jamount of taxes eligible for allo- #1467
cation (pursuant to the Law and the Constitution of #1468
the State of California and from which Tax Revenues #(1468)
ire derived) as shown on the equalized assessment roll #1469
next preceding such date as reported by the Orange #1470
County Auditor -Controller, and shall deduct from such #1471
amount (1) the amount estimated to he required next #1472
for deposit into the Reserve Account to maintain #(1472)
_therein the amount required by this Resolution and any #1473
Supplemental Resolution, and (2) one hundred ten per- #1474
cent (110%) Qf the amounts estimated to be required #1475
for deposit into the Interest Account, the Principal #1476
Account and (for the purpose of making any required #1477
minimum sinking account payments) the Sinking Account #1478
on the next December 31 and June 30; and the Fiscal #(1478)
Agent Shall promptly notify the Agency of the amount #1479
so determined. The Agency may, within 30 days follow- #1480
ing receipt of such notification, direct that all or #1481
any portion of. such amount be paid to the Agency for #1482
deposit in the Redevelopment Fund to be used for any #(1482)
lawful purpose of the Agency including the payment of #1483
Subordinated Indebtedness; provided that the Agency #(1483)
may direct the Fiscal Agent to use all or a portion of #1484
such amount for the redemption of Bonds at or below #1485
the current redemption price (or the maximum redemp- #1486
tion price if the Bonds are not then subject to #(1486)
redemption). #(1486)
_38- #8
jhRTICLE V
OTHER COVENANTS OF THE AGENCY
.SECTION 5.01. Punctual 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 Coupons. The Agency
will not, directly or indirectly, extend or consent to the extension
of the time for the payment of any Bond Qr 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 go 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.
#1487
#(1487)
#1489
#1490
#1491
#1492
#1493
#1494
#1495
#(1495)
#1496
#1498
#1499
#1500
#1501
#1502
#1503
#1504
#1505
#1506
#1507
#1508
#(1508)
#1509
#(1509)
SECTION 5.03. Against Encumbrances. The Agency will not #1511
encumber, pledge or place any charge or lien upon any of the Tax #1512
Revenues superior to or on a parity with -the pledge and lien herein#1513,151
created for the benefit of the bonds, except as permitted by this #1515
Resolution. #(1515)
SECTION 5.04. Management and Operations of Properties. #1517
The Agency will manage and Qperate all properties owned by the Agency #1518
and comprising any part of the Rroject in a sound and businesslike #1519
manner, and will keep such properties insured at all times in con- #1520
formity with sound business practice. #(1520)
.SECTION 5.05. Payment of Claims. The Agency will pay and
discharge, or cause to ]2e paid and discharged, any and all lawful
claims for labor, materials Qr 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, Qr 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.
#1522
#1523
#1524
#1525
#1526
#1527
#1528
#1529
#(1529)
_39- #8
SECTION 5.06. Booka and Aggounts: Financial Statement. #1531
The Agency will ]Seep, or cause to be kept, proper books of record and #1532
accounts, separate from all other records and accounts of the Agency #1533
and the City of Tustin, in which complete and correct entries shall #1534
be made of all transactions Lelating to the project and to the Tax #1535
Revenues. Such books of record and accounts shall at all times #1536
during business hours be subject to the inspection of the Holders of #1537
not less than ten percent (10%) of the principal amount of the Bonds #1538
then Outstanding, or their representatives authorized in writing. #1539
The Agency will cause to be prepared and filed with the #1540
Fiscal Agent annually, within one hundred and twenty (120) days after #1541
the close of that Fiscal Year so long as any of the Bonds are 91542
Outstanding, complete financial statements with respect to that #1543
Fiscal Year showing the Tax Revenues, all -disbursements from the Tax #1544
Revenues and the financial condition of the Frojectr including the #1545
balances in all funds and accounts relating to the Project, as of the #1546
end of such Fiscal Year, which statement shall be accompanied by a #1547
certificate or opinion in writing of an Independent Certified Public #1548
Accountant. The Agency will furnish a copy of such statements to any #1549
bondholder upon request. #(1549)
SECTION 5.07. Protection of Security and Rights of #1551
Bondholders. The Agency will preserve and protect the security of #1552
the Bonds and the rights of -the Bondholders, and will warrant and #1553
defend their rights against all claims and demands of all persons. #1554
From and after the sale and _delivery of any of the Bonds by the #1555
Agency, the Bonds and coupons appertaining thereto shall be incon- #1556
testable by the Agency. #(1556)
SECTION 5.08. Payments of Taxes and Other Charges. #1558
Subject to the provisions of Section 5.11 hereof, the Agency will pay #1559
and discharge, or cause to be paid and discharged, all taxes, service #1560
charges, assessments and other governmental charges which may hereaf- #1561
ter be lawfully imposed upon the Agency Qr the properties then owned #1562
by the Agency in the Project Area, or upon the Revenues therefrom, #1563
when the same shall become due. Nothing herein contained shall #1564
require the Agency to make any such payment so long as the Agency in #(1564)
good faith shall contest the validity of said taxes, assessments or #1565
charges. The Agency will duly observe and conform with all valid #1566
requirements of any governmental authority relative to the Project or #1567
any part thereof. #(1567)
SECTION 5.09. impletion of Project. The Agency will con- #1569
mence, and will continue to Qompletion, with all practicable dis- #1570
patch, the Project, and the Project will be accomplished and com- #1571
pleted in a sound and economical manner and in conformity with the #1572
Redevelopment Plan and the Law. #(1572)
SECTION 5.10. Taxation of Leased Property. Whenever any #1574
property in either of the project Area has been redeveloped and #1575
-40- #8
thereafter is leased by the Agency to any person or persons (other #1576
than the City of Tustin or the Lounty of Orange) or whenever the #1577
Agency leases real property in the Project Area to any person or per- #1578
sons for redevelopment, the property shall be assessed and taxed in #1579
the same manner as privately owned property (in accordance with #1580
Section 33673 of the Health and Safety Code of the State of #1581
California), and the lease or contract shall provide (1) -that the #(1581)
lessee shall pay taxes upon the assessed value of the entire property #1582
and not merely upon the assessed value of his or its leasehold inter- #1583
est, and (2) that if for any reason the taxes paid by the lessee on #1584
such property in any year during the term of the lease or contract #1585
shall be less than the taxes Which would have been payable upon the #1586
assessed value of the entire property if the property were assessed #1587
and taxed in the same manner as privately owned property, the lessee #1588
shall pay such difference to the Fiscal Agent within thirty days #1589
after the taxes for such year become payable to the taxing agencies #1590
and in any event prior to the delinquency date of such taxes estab- #1591
lished by law. All such payments to the Fiscal Agent shall be #1592
treated as Tax Revenues and shall be -deposited-by the Fiscal Agent in #1593
the Special Fund. #(1593)
SECTION 5.11. Amendment of Redevelopment Plan and #1595
Disposition of Property. (1) The Agency will not authorize the dis- 171596
position of any land or real property in the Project Area to anyone #1597
which will result in such property 12ecoming exempt from taxation #1598
because of public ownership or use or otherwise Lexcept property #1599
planned for such ownership or use by the Redevelopment Plan in effect #1600
on the date of this Resolution) so that such disposition shall, when #(1600)
taken together with other such dispositions, aggregate more than ten #1601
percent LlO%) of the land area in the Project Area unless the #1602
Redevelopment Plan is amended with the approval of the Fiscal Agent #1603
as hereinafter provided in this Section 5.11. If the Agency proposes #1604
to make such a disposition, it shall propose an amendment to such #1605
Redevelopment Plan which expressly providesfor -the disposition of #1606
such real property with such an effect and shall apply to ,the Fiscal #1607
Agent for approval of said proposed amendment. The Agency shall #(1607)
-thereupon appoint a reputable Independent Financial Consultant and #1608
direct gaid consultant to report on the effect of said proposed #1609
disposition. If the Report of the Independent Financial Consultant #1610
concludes that the security of ,the Bonds or the rights of the #1611
Bondholders will not be materially impaired by said proposed disposi- #1612
tion, and that taxes allocated to the Agency will not be gignifi- #1613
cantly diminished by the proposed disposition, the Fiscal Agent shall #(1613)
approve the proposed amendment and the Agency may thereafter adopt #1614
the amendment (pursuant to all applicable provisions of the Law) and #1615
make the Lisposition. If said Report concludes that taxes allocated #1616
to the Agency will 12e significantly diminished or that such security #1617
will be materially impaired by said proposed disposition, the Fiscal #1618
Agent shall either disapprove said proposed amendment, or, in its #1619
discretion and as a condition precedent to its approval of said #1620
proposed amendment, declare that the requirements set forth in #1621
-41- #8
subsection (2) of this Section 5.11 must be required by the amendment
_to be imposed on any new owner or owners who acquire real property
pursuant to -dispositions authorized by said amendment. The Agency
shall have the sole and -exclusive authority to appoint said
consultant. Neither the Fiscal Agent nor raid consultant shall be
liable in connection with the performance of their duties hereunder,
except for their own negligence or willful misconduct.
12) If the Fiscal Agent is not required to approve said
proposed disposition pursuant to subsection (1) of this Section 5.111
the Fiscal Agent may nevertheless approve said proposed- disposition,
provided that, As a condition precedent to said approval, the Agency
shall be required not to dispose of any property in the Project Area
to anyone which will result in such property becoming exempt from
taxation because of public Qwnership or use or otherwise (except
property planned for such ownership Qr use by the Redevelopment Plan
in effect on the date of adoption of -this Resolution), without impos-
ing the following requirements on such new owner or owners):
1a) Such new owner or owners shall pay to the Fiscal
Agent, so long as any of the Bonds are
Outstanding, an amount equal to _the amount that
would have been received by the Fiscal Agent as
taxes allocated to the Agency if the property
were assessed and taxed in the same manner as
privately owned non-exempt property;. and
#(1621)
#1622
#1623
#1624
#1625
#1626
#(1626)
#1628
#1629
#1630
#1631
#1632
#1633
#1634
#1635
#1636
#1637
#1639
#1640
#1641
#1642
#(1642)
#1643
#1644
lb) Such payment shall be made to the Fiscal Agent #1646
within thirty 130) days after taxes for each #1647
year would become payable to -the taxing agencies #1648
for non-exempt property and in any event prior #1649
to the delinquency date of such taxes estab- #(1649)
lished by law. #(1649)
All such payments in lieu of taxes to the Fiscal Agent shall be #1651
-treated as Tax Revenues and shall be deposited by the Fiscal Agent in #1652,165
the Special Fund. #(1653)
SECTION 5.12. Single Sum Payments in Lieu of Taxes. As
an alternative to payment -to the Fiscal Agent pursuant to subsection
(2)(b) of Section 5.11, _the new owner or owners of property becoming
exempt from taxation provided for in Section 5.11 may elect to make
payment to the Fiscal Agent in a single sum -equal to the amount esti-
mated by the Fiscal Agent to be receivable by the Agency from taxes
on said property from the date of said payment to the ipaturity date
of the Bonds, less a reasonable discount value. All such -eingle sum
payments in lieu of taxes shall be treated as Tax Revenues ,and shall
be deposited by the Fiscal Agent in the Special Fund.
#1655
#1656
#1657
#1658,16E
#1660
#1661
#1662
#1663
#1664
#(1664)
SECTION 5.13. Tax Revenues. The Agency shall comply with #1666
all requirements of -the Law to insure the allocation and payment to #1667
=42- #8
it of the Tax Revenues, including without limitation the timely #1668
filing of any necessary Atatements of indebtedness ,and amendments 1#1669
thereto with appropriate officials of Orange County, And shall for- !#1670
ward information copies of each such filing to the Fiscal Agent. #(1670)
SECTION 5.14. Eminent Domain. The net proceeds received #1672
by the Agency from any eminent domain proceeding shall be deposited #1673
by the Agency in the Special Fund; provided that the net proceeds #1674
received by the Agency from the -taking of any property in the Project #1675
Area the redevelopment of which 3jas financed by the Agency through #1676
the issuance of lease revenue bonds ghall be deposited, used and #1677
applied in the manner provided by the resolution Authorizing the #1678
issuance of such lease revenue bonds. #(1678)
LECTION 5.15. Further Assurances. The Agency will adopt, #1680
make, execute and -deliver any and all such further resolutions, #1681
instruments and assurances As may be reasonably necessary or proper #1682
to carry out the intention Qr to facilitate the performance of this #1683
Resolution, and for the ]2etter assuring and confirming unto the #1684
Holders of the Bonds Qf the rights and benefits provided in this #1685
Resolution. #(1685)
-43- #8
ARTICLE VI #1686
THE FISCAL AGENT AND THE PAYING AGENTS #(1686)
RECTION 6.01. Appointment of Fiscal Aggnt. Security #1688
Pacific National Bank at its principal office in'Los Angeles, #1689
California, is hereby appointed Fiscal Agent for the Agency to act as #1690
the agent and depositary of the Agency for the purpose of receiving #1691
all moneys required to be paid to the Fiscal Agent hereunder, to #1692
allocate, use and apply the same, to hold, receive and disburse the #1693
Tax Revenues and other funds pledged or held hereunder, and otherwise #1694
to hold all the offices and perform all the functions and duties pro- #1695
vided in this Resolution to be held and performed by the fiscal #1696
Agent. The Fiscal Agent shall signify its acceptance of the duties #(1696)
and obligations imposed upon it by this Resolution by executing and #1697
-delivering to the Agency a written acceptance thereof; and by execut- #1698
ing and delivering such acceptance, the Fiscal Agent shall be deemed #1699
to have accepted such duties and obligations, but only upon the terms #1700
and conditions set forth in this Resolution. #1701
,The Agency may remove the Fiscal Agent initially appointed, #1702
and any guccessor thereto, and may appoint a successor or successors #1703
thereto, but any such successor shall be a bank or trust company #1704
doing business and having an office in Los Angeles, California, #1705
having -a combined capital lexclusive of borrowed capital) and surplus #1706
of at least Fifty Million Dollars 1$50,000,000), and subject to #1707
supervision or examination by federal or state authority. If such #1708
bank or trust company publishes a report of condition at least annu- #1709
ally, pursuant to law or to the requirements Qf any supervising or #1710
examining authority above referred to, then for the purposes of this #1711
Section the combined capital and surplus of such bank Qr trust com- #1712
pany shall be deemed to be its combined capital and surplus as set #1713
forth in its most recent report of condition so published. #(1713)
,The Fiscal Agent may at any time resign by giving written #1714
notice to the Agency and by giving to the Bondholders notice by pub- #1715
lication of such resignation, which notice shall be published at #1716
least once in a financial Newspaper. Upon receiving notice of such #1717
resignation, the Agency shall promptly appoint a successor Fiscal #1718
Agent by an instrument in writing. Any resignation or removal of the #1719
Fiscal Agent and appointment Qf a successor Fiscal Agent shall become #1720
effective upon acceptance of appointment by the successor Fiscal #1721
Agent. #(1721)
SECTION 6.02. Appointment of Paying Agents. The Fiscal #1723
Agent at its principal Office in Los Angeles, California, and Bankers #1724
Trust Co. at its principal office in New York, New York, are hereby #1725
appointed as Paying Agents for the purpose of paying the principal of #1726
and interest on any Qf the coupon Bonds presented for payment in Los #1727
Angeles, California, Qr New York, New York. The Agency may remove #1728
any Paying Agent and any successor thereto, and appoint a successor #1729
-44- #8
thereto; but any such successor shall be a bank or trust company #1730
doing business and having an Office in Los Angeles, California, or in #1731
New York, New York, as the case may be. Any Paying Agent may resign #1732
upon giving written notice to the Agency Qr the Fiscal Agent, except #1733
that the Fiscal Agent shall so notify the Agency. Any Paying Agent #1734
designated J�y the Agency shall continue to be the Paying Agent of the #1735
Agency for the purpose of paying the principal of and interest on the #1736
coupon Bonds in Los Angeles, California, or in New York, New York, as #1737
the case may be, until the -designation of a successor as such Paying #1738
Agent. The Fiscal Agent shall enter into such credit arrangements #1739
with each Paying Agent as shall be necessary and desirable in order #1740
to enable such Paying Agent to carry out the duties of its Office. A #1741
Paying Agent is hereby authorized to redeem the coupon bonds and #(1741)
interest coupons appertaining thereto when duly presented for payment #1742
at maturity, or on redemption prior to maturity, and to cancel all #1743
coupon Bonds Qnd coupons upon payment thereof and to return the same #1744
so cancelled to the Fiscal Agent. A Paying Agent shall keep accurate #1745
records of all coupon Bonds and coupons paid and discharged. The #1746
Agency is hereby authorized to Qompensate a Paying Agent for its #1747
respective services rendered Pursuant to the provisions of this #1748
Resolution. #(1748)
.SECTION 6.03. Liability of Agents. The recitals of facts, #1750
covenants and agreements herein and in the Bonds contained shall be #1751
taken as statements, Qovenants and agreements of the Agency, and nei- #1752
ther the Fiscal Agent nor any Paying Agent assumes any responsibility #1753
for the correctness of the same, or makes any representations as to #1754
the validity or sufficiency of this Resolution Qr of the Bonds or #1755
coupons, or shall incur any responsibility in respect #hereof, other #1756
than in connection with the duties or obligations herein or in -the #1757
Bonds assigned to or imposed upon it. Neither the Fiscal Agent nor #(1757)
any Paying Agent shall be liable in connection with the performance #1758
of its duties hereunder, except for its own negligence or willful #1759
misconduct. #(1759)
.SECTION 6.04. Notice to Agents. The Fiscal Agent and any #1761
Paying Agent shall be protected in acting upon any notice, resolu- #1762
tion, request, consent, order, certificate, report, warrant, Bond Qr #1763
other paper or document believed by it to be genuine and to have been #(1763)
signed Qr presented by the proper party or proper parties. The #1764
Fiscal Agent and any Paying Agent may consult with counsel, who may #1765
be of counsel to the Agency, with regard to legal questions, and the #1766
opinion of such counsel shall be full and complete authorization and #1767
protection in respect of any action taken or suffered by it hereunder #1768
in good faith and in accordance therewith. #(1768)
Neither the Fiscal Agent nor any Paying Agent shall be #1769
bound to recognize any person as the Holder of a Bond unless and #1770
until such Bond is submitted for inspection, if required, and the #1771
Holder's title thereto satisfactorily established, if disputed. #1772
=45- #8
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 Jae 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
Auffered under the provisions of this Resolution or any Supplemental
Resolution upon the faith thereof, but in its discretion the Fiscal
Agent Qr any Paying Agent may, in lieu thereof, accept other evidence
of such matter Qr may require such additional evidence as to it may
seem reasonable.
RECTION 6.05. Deposit and Investment of Moneys in Funds.
All moneys held by the Fiscal Agent in any of the funds or accounts
gstablished 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 Lincludingl the banking department of the Fiscal
Agent), and shall be gecured 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 Reserve Account and the Special Fund, includ-
ing 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 invest-
ments permitted by applicable law maturing as hereinafter provided.
Moneys in the Special Fund, including the accounts created thereun-
der, shall be invested by the Fiscal Agent, and moneys in the
Redevelopment Fund[ may be invested by the Treasurer, in such obliga-
tions which by their terms mature prior to the date on which such
moneys are required to be paid out hereunder. Boneys in the Reaerve
Account may be so invested in such obligations which by (heir terms
mature prior to the date estimated by the Agency that such funds Kill
be required to be paid out or transferred to another fund or account
hereunder. Obligations purchased as an investment of moneys in
either the Redevelopment Fund or the Special Fund shall, for the
period Qnding October 31, 1985, be deemed to be part of the
Redevelopment fund and thereafter to be part of the Special Fund.
1All interest or gain received during -the acquisition, construction
and development of the Project (but not in Any event after
October 31, 1985) from such investments of moneys in the Special Fund
=46-
and the Redevelopment Fund shall at the option of the Agency be #(1821)
deposited in the Redevelopment Fund; following completion of the #1822
Project, such garnings or gains shall be deposited in the respective #1823
fund or account from which such investment was made. #1824
The Agency covenants with the Holders of all Bonds at any #1825
time Qutstanding that it will make no use of the proceeds of the #1826
bonds which will Qause any of the Bonds to be "arbitrage bonds" #1827
subject to federal income luxation by reason of Section 103(c) of the #1828
Internal Revenue Code Qf 1954, as amended. To, that end, so long as #1829
any of the Bonds are Outstanding, -the Agency will comply And will #1830,183
cause and the Fiscal Agent to comply with all requirements, with #1832
respect to the proceeds of the Bonds, of said Section 103(c) and all #1833
regulations of the United States Department of the Treasury -issued #1834
thereunder, to the extent that such requirements are, at the time, #(1834)
Applicable and in effect. #1835
=47- #8
ARTICLE VII
MODIFICATION OR AMENDMENT OF THE RESOLUTION
,SECTION 7.01. Amendments Permitted. This Resolution than
the rights and obligations of the Agency and Qf 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 Qonsent 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, Qr 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 1.2) 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), Qr reduce
the percentage of Bonds required for the affirmative vote or Uritten
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 Honds, but only to the extent per-
mitted by
law and only
for any one or more
Qf the following
purposes:
#1836
#(1836)
#1838
#1839
#1840
#1841
#1842
#1843
#1844
#1845
#(1845)
#1846
#1847
#1848
#1849
#1850
#1851
#1852
#1853
#1854
#1855
#(1855)
#1856
#1857
#1858
#1859
#1860
#1861
#(1861)
la) to add to the covenants and agreements of the #1863
Agency in this Resolution Qontained, other cove- #1864
nants and agreements thereafter to be observed, #(1864)
or -to surrender any right or power herein #1865
reserved to or conferred upon the Agency; #1866
1b) with the written approval of the Fiscal Agent,
to make such provisions for the purpose of
curing any ambiguity, or of ,Quring, 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, -und which
shall not adversely affect the interests of the
Holders Qf the Bonds; and
#1868
#1869
#1870
#(1870)
#1871
#1872
#1873
#1874
#(1874)
#1875
=48- #8
lc) to provide for the issuance of any Additional #1877
Bonds, and to grovide the terms and conditions #1878
under which such Additional Bonds may be issued, #1879
subject to and in accordance with the provisions #1880
of Section 3.06 of Article III. #(1880)
.SECTION 7.02. Bondholders' Meetings. The Agency may at #1882
any time call a meeting of the Bondholders. In such event the Fiscal #1883
Agent is authorized to fix the time and place of said meeting and to #1884
provide for the giving of notice hhereof and to fix and adopt rules #1885
and regulations for the conduct of -gaid meeting. #1886
SECTION 7.03. Procedure for Amendment with Written Consent #1888
of Bondholders. The Agency may at any time adopt a Supplemental #(1888)
Resolution amending the provisions of the Bonds or of this Resolution #1889
or any Supplemental Resolution, to the extent that such amendment is #1890
permitted by Section 7.01, ho take effect when and as provided in #1891
this Section. A copy of such Supplemental Resolution, together with #1892
a request to Bondholders for their Consent thereto, shall be mailed #1893
by the Agency to each registered owner of Bonds Outstanding and to #1894
each Holder of any such Bonds payable to bearer who shall have filed #1895
with the Fiscal Agent an address for notices, but failure to mail #(1895)
.copies of such Supplemental Resolution and request shall not affect #1896
the validity of the Supplemental Resolution when consented to as in #1897
this Section provided. Notice of the fact of the adoption of such #1898
Supplemental Resolution (stating that a copy thereof is available for #1899
inspection At the office of the Agency) shall be published at least #1900
once a week for -two successive weeks in a Financial Newspaper, the #1901
first publication to j2e made not more than fifteen (15) days after #1902
the date of adoption of such Supplemental Resolution. #1903
Such Supplemental Resolution shall not become effective #1904
unless there shall be filed with the Fiscal Agent the written con- #1905
sents of the Holders Qf sixty percent (608)in aggregate principal #1906
amount of the Bonds hhen Outstanding (exclusive of Bonds disqualified #1907
as provided in Section 1-.04) and a notice shall have been published #1908
as hereinafter in this Section provided. Bach such consent shall be #1909
effective only if accompanied by proof of ownership Qf the Bonds for #1910
which such consent is given, which proof shall be such as is permit- #1911
ted by Section 9.04. Any such consent shall be binding upon the #(1911)
Holder Qf the Bonds giving such consent and on any subsequent Holder #1912
(whether or not Such subsequent Holder has notice thereof) unless #1913
such consent is revoked in idriting by the Holder giving such consent #1914
or a subsequent Holder by filing such revocation with the Fiscal #1915
Agent prior to the date when the notice hereinafter in the Section #1916
provided for has been published. #(1916)
After the Holders of the required percentage of Bonds shall #1917
have filed -their consents to the Supplemental Resolution, the Agency #1918
shall mail and publish a notice to the Bondholders in the manner #1919
hereinbefore provided in this section for the mailing of the #1920
=49- #8
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 12inding (except -as otherwise
hereinabove specifically provided in this Article) upon the Agency
and the Holders of all Bonds and coupons at the expiration Qf sixty
(60) days after such filing, except in the event of a final decree of
a court Qf 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 Qf
Outstanding Bonds provided for in this Article VII, and shall not be
-entitled to vote upon, consent to, or take any other action provided
,tor in this Article VII.
SECTION 7.05. Effect Of SUDDlemental Resoluti-QR. From
and after the time any Supplemental Resolution becomes effective pur-
suant to this Article yII, 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 #1954
each Bondholder, laefore his consent provided for in this Article VII #1955
shall be deemed -effective, to reveal if the Bonds as to which such #1956
consent is given are _disqualified as provided in Section 7.04. #1957
SECTION 7.06. Endorsement or Replacement of Bonds Issued #1959
After Amendments. The Agency may determine that Bonds issued and #(1959)
deliver after _the effective date of any action taken as provided in #1960
this Article VII shall bear a notation, by endorsement or otherwise, #1961
in form approved by the Agency, as to such action. In that case, #1962
=50- 08
upon demand of the Holder of any Bond Qutstanding at such effective #1963
date and presentation of the applicable Bond for that purpose at the #1964
office of the Fiscal Agent or at such other Office as the Agency may #1965
select and designate for that purpose, a suitable notation shall be #1966
made on such Bond. The Agency may determine that new Bonds, so modi- #1967
fied as in the opinion of the Agency is necessary to conform to such #(1967)
bondholders' action, Qhall be prepared, executed and delivered. In #1968
that case, upon demand of the Holder of any bonds then Outstanding, #1969
such new Bonds shall be exchanged at _the office of the Fiscal Agent #1970
in Los Angeles, California, without cost to any Bondholder, for Bonds #1971
then Outstanding, upon surrender of such bonds with all Unmatured #1972
coupons appertaining thereto. #(1972)
RECTION 7.07. Amendatory Endorsement of Bonds. The pro- #1974
visions of this Article VII shall not prevent any Bondholder from #(1974)
.accepting any amendment as to the particular Bonds held by him, pro- #1975
vided that due notation thereof is made on such bonds. #1976
-51- #8
ARTICLE VIII #1977
EVENTS OF DEFAULT AND REMEDIES OF BONDHOLDERS #(1977)
LECTION 8.01. Events gf Default and Acceleration of #1979
Maturities. If one or more of the following events ("events of #(1979)
default") shall happen, Jthat is to say: #1980
_Cl) if def ault shall be made in the due and punctual pay- #1982
ment of the principal Qf or redemption premium (if #1983
any) on any Bond when and as the same shall 12ecome due #1984
and payable, whether at maturity as therein expressed, #(1984)
by declaration or otherwise, And such default shall #1985
have continued for a period of thirty (30) days; #(1985)
.L2) if def ault shall be made in the due and punctual pay- #1987
ment of Any installment of interest on any Bond when #1988
and as such interest installment shall become due and #1989
payable, and such def ault shall have continued over A #1990
period of thirty (30) days; #(1990)
.L3) if default shall be made by the Agency in the obser- #1992
vance of any of the _Covenants, agreements or condi- #1993
tions on its part in this Resolution Qr in the bonds #1994
contained, and such default shall have continued for a #(1994)
period Qf ninety (90) days; or #1995
14) if the Agency shall file a petition or answer seeking
I.eorganization or arrangement under the federal bank-
ruptcy laws or any other applicable law of the United
States of America, Qr 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 Ltates 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, upon notice in writing to the
Agency, or the golders of not less than sixty percent (608) in aggre-
gate principal amount of Jthe Bonds at the time Outstanding, upon
notice in writing to the Fiscal Agent ,and to the Agency, shall be
entitled to 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
.ahall be immediately due and payable, anything in this Resolution or
in the Bonds contained to the contrary notwithstanding.
#1997
#1998
#1999
#2000
#2001
#(2001)
#2002
#2003
#2004
#(2004)
#2005
#2006
#2008
#2009
#2010
#2011
#2012
#2013
#2014
#(2014)
#2015
#2016
-52- #8
This provision, however, is subject to the condition that #2018
if, at any _time after the principal of the Bonds shall have been so #2019
declared due and ,payable, and before any judgment or decree for the #2020
payment of the moneys due shall have been obtained or entered, the #2021
Agency shall deposit with the Fiscal Agent a sum sufficient to pay #2022
all principal on the Bonds matured prior to such declaration and all #2023
matured installments of interest Lif any) upon all the Bonds, with !#2024
interest at the rate of twelve percent L1Z%) per annum on such over- 1#2025
due installments of principal, and the seasonable expenses of the !#2026
Fiscal Agent, and any and all other defaults $nown to the fiscal #2027
Agent (other than in the payment of principal of and interest on the #2028
Bonds due and payable solely by reason of such declaration) shall #2029
have been made good or cured to the satisfaction of the Fiscal Agent #(2029)
Qr provision deemed by the Fiscal agent to be adequate -shall have #2030
been made -therefor, then, and in every such case, the Holders of at #2031
least sixty percent (60%) in aggregate principal amount of the Bonds #2032
then Outstanding, 12y written notice to the Agency and to the Fiscal #2033
Agent, may, on behalf of fhe Holders of all of the Bonds, rescind and #2034
annul such declaration and its Consequences. However, no such #2035
rescission and annulment shall extend to or -uhall affect any subse- #2036
quent default, or shall impair or exhaust any right Qr power conse- #2037
quent thereon. #(2037)
LECTION 8.02. Application of funds Upon A celgration. #2039
All of the tax revenues and all sums in the funds and accounts pro- #,(2039)
vided for in Sections 3.03, 4.02 and 4.03 upon the date of the decla- #2040
ration of -4cceleration as provided in Section 8.01, and all sums #2041
thereafter received 12y the Fiscal agent hereunder, shall be applied #2042
by the Fiscal Agent in the Qrder following upon presentation of the #2043
several Bonds and coupons, and -the stamping thereon of the payment if #2044
only partially paid, or upon the Zurrender thereof if fully paid: #2045
First, to the payment of the costs and expenses of the #2046
Fiscal Agent -and of the Bondholders in declaring such event of #2047
default, including Leasonable compensation to its or their agents, #2048
attorneys and counsel; #(2048)
Second, in case the principal of the Bonds shall not have #2049
become -due and payable, to the payment of the interest in default in #2050
the order Qf the maturity of the installments of such interest with #2051
interest on the Qverdue installments at the rate of ten percent (10%) #2052
per annum (to the extent ghat such interest on overdue installments #2053
shall have been collected), such payments to be made ratably to the #2054
persons entitled thereto without ,discrimination or preference; and #2055
Third, in case the principal of the Bonds shall have become #2056
and shall Jae then due and payable, to the payment of the whole amount #2057
then owing and -unpaid upon the Bonds for principal and interest, with #2058
interest on the Qverdue principal and installments of interest at the #2059
rate of ten percent 1108) per annum (to the extent that such interest #2060
on overdue installments Qf interest shall have been collected), and #2061
=53- #8
in case such moneys shall be insufficient to pay in full the whole #2062
amount so owing and unpaid upon the Bonds, then to the payment of #2063
such principal and interest without preference Qr priority of princi- #2064
pal over interest, or interest over principal, or of Any installment #2065
of interest over any other installment of interest, ratably to -the #2066
aggregate of such principal and interest. #(2066)
SECTION 8.03. Other Remedies of Bondholders. Any #2068
Bondholder shall have the right, for the equal benefit and protection #(2068)
Qf all Bondholders similarly situated- #2069
11) by mandamus, suit, action or proceeding, to compel the #2071
Agency and its members, officers, agents or employees #2072
to perform each and every term, provision and covenant #2073
contained in this Resolution and in the Bonds, and to #2074
require the carrying out of any or all such covenants #(2074)
and agreements of -the Agency and the fulfillment of #2075
all duties imposed upon it by the law; #(2075)
.i2) by suit, action or proceeding in equity, to enjoin any #2077
acts or things xhich are unlawful, or the violation of #2078
any of the Bondholders' right; or #(2078)
13) upon the happening of any event of default (as defined #2080
in Section 8.01), 12y suit, action or proceeding in any #2081
court of competent jurisdiction, to require the Agency #2082
and its members and employees to account as if it and #(2082)
Jthey were the trustees of an express trust. #2083
SECTION 8.04. Non -waiver. Nothing in this Article VIII #2085
or in any other provision of this Resolution, Qr in the Bonds or in #2086
the coupons, shall affect or impair the obligation Qf the.Agency, #2087
which is absolute and unconditional, to pay the principal of and #2088
interest on the Bonds to the respective Holders of the Bonds and Lou- #2089
pons at the respective dates of maturity, as herein provided, or #(2089)
affect Qr impair the right of action, which is also absolute and #2090
unconditional, of -the Holders to institute suit to enforce such pay- #2091
ment by virtue of the Qontract embodied in the Bonds and coupons. #2092
A waiver of any default by any Bondholder shall not affect #2093
any subsequent -default or impair any rights or remedies on the subse- #2094
quent default. No delay or omission of any Holder of any of the #2095
bonds or coupons to -exercise any right or power accruing upon any #2096
default shall impair any such right or power or shall be construed to #2097
be a waiver of any such default or an acquiescence therein, and every #2098
power and remedy conferred upon the Bondholders by the Law or by this #2099
Article VIII may be enforced and -exercised from time to time and as #2100
often as shall be deemed expedient by -the Holders of the Bonds. #2101
if a suit, action or proceeding to enforce any right or #2102
exercise any remedy be abandoned or determined adversely to the #2103
=5.4- . #8
Bondholders the Agency and the Bondholders shall be restored to their #2104
former positions, rights and remedies as if such suit, action or pro- #2105
ceeding had not been brought or taken. #2106
2ECTION 8.05. Actions by Fiscal Agent as Attorney -in -Fact. #2108
Any suit, action or proceeding which any Holder of Bonds shall have #(2108)
the sight to bring to enforce any right or remedy hereunder may be #2109
brought by the Fiscal Agent for the equal benefit and protection of #2110
all Holders of Bonds similarly situated and the Fiscal Agent is #2111
hereby appointed (and the successive respective Holders of the Bonds #2112
and interest coupons issued hereunder, by taking and holding the #2113
same, shall be conclusively deemed so to have appointed it) the true #2114
and lawful attorney-in-fact of the respective Holders of the Bonds #2115
and interest coupons for the purpose of hringing any such suit, #2116
action or proceeding and to do and perform any and all acts and #2117
things for and on behalf of the respective Holders of the Bonds and #2118
coupons as a class or classes, as may be necessary or advisable in #(2118)
the Qpinion of the Fiscal Agent as such attorney-in-fact. #2119
SECTION 8.06. Remedies Not Exclusive. No remedy herein #2121
conferred upon or reserved to the Holders of Bonds is intended to be #2122
exclusive of any other remedy. Every such remedy shall be Qumulative #2123
and shall be in addition to every other remedy given hereunder or now #2124
or hereafter existing, at law or in equity or by statute or other- #(2124)
wise, and may be exercised without exhausting and without regard to #2125
any other remedy conferred by the Law or any other law. #2126
=55- #8
ARTICLE IX #2127
MISCELLANEOUS #(2127)
LECTION 9.01. Benefits of Resolution Limited to Parties. #2129
Nothing in this Resolution, expressed or implied, is intended to give #(2129)
to .any person other than the Agency, the Fiscal Agent, any Paying #2130
Agent and -the Holders of the Bonds and coupons, any right, remedy, #2131
claim under or by season of this Resolution. Any covenants, stipula- #2132
tions, promises or agreements in this Resolution contained by and on #2133
behalf of the Agency shall be for the sole and exclusive benefit of #2134
the Holders of the Bonds And coupons, the Fiscal Agent and the Paying #2135
Agent. #(2135)
LECTION 9.02. Successor is Deemed Included in All #2137
References to Predecessor. Whenever in this Resolution or any #(2137)
Supplemental Resolution either the Agency or the Fiscal Agent or any #2138
Paying Agent is named or referred to, such reference shall be deemed #2139
to include the successors or assigns .thereof, and all the covenants #2140
and agreements in this Resolution contained by or on behalf of the #2141
Agency or the Fiscal Agent or any Paying Agent shall hind and inure #2142
to the benefit of the respective successors and assigns thereof #2143
whether so expressed or not. #(2143)
LECTION 9.03. Discharge of Resolution. If t h e Agency #2145
shall pay and discharge the entire indebtedness on all Bonds #(2145)
Qutstanding in any one or more of the following ways: #2146
11) by well and truly paying or causing to be paid the #2148
principal of and -interest on all Bonds Outstanding, as #2149
and when the same become due and payable; #2150
12) by depositing with the Fiscal Agent, in trust, at or #2152
before maturity, money which, together with the #2153
amounts then on deposit in the funds and accounts pro- #2154
vided for in Sections 3.03, 4.02 and 4.03, is fully #(2154)
sufficient -to pay all Bonds Outstanding, including all #2155
principal, interest and _Eedemption premiums; or #2156
S3) by depositing with the Fiscal Agent, in trust, Federal #2158
Securities or general Qbligation bonds of the State of #2159
California in such amount as the Fiscal Agent shall #2160
determine will, together with the interest to accrue #(2160)
thereon and moneys then on deposit in the funds and #2161
accounts provided for in Section 3.03, 1.02 and 4.03, #2162
be fully sufficient to pay and discharge the indebted- #(2162)
ness on all Bonds (including all principal, interest #2163
and redemption premiums) at Qr before their respective #2164
maturity dates; #(2164)
=56- #8
and if such Bonds are to be redeemed prior to the maturity thereof
notice Df 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.
#2166
#2167
#2168
#2169
#2170
#2171,217
#2173
#217 4
#2175
#2176
#2177
#2178
#2179
#(2179)
Any f unds held by any Paying Agent, at the time of receipt #2181
by the Paying Agent of such notice from the Agency, which are not #2182
required for the purpose above mentioned, shall be paid over to the #2183
Fiscal Agent. Any funds, thereafter held by the Fiscal Agent, which #2184
are not required for said purpose, shall be paid over the Agency. #2185
SECTION 9.04. ExecUt on of Documents and Proof of Ownership #2187
by Bondholders. Any request, declaration or other instrument which #(2187)
this Resolution may require or permit to be executed by Bondholders #2188
may be in one Qr more instruments of similar tenor, and shall be exe- #2189
cuted by Bondholders in person or by their attorneys appointed in #2190
writing. #(2190)
Except as otherwise herein expressly provided, the fact and
date of the execution by any Bondholder or his attorney of such
request, declaration gr other instrument, or of such writing appoint-
ing such attorney, may to 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, tank 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. Eontinued ownership after the date of deposit stated in
such certificate may be proved by the presentation of such
certificate if the certificate Qontains a statement by the depositary
#2191
#2192
#2193
#2194
#2195
#2196
#2197
#2198
#2199
#(2199)
#2200
#2201,220
#(2202)
#2203
#2204
#2205
#2206
#2207
#2208
#2209
#2210
#2211
=57- #8
that the Bonds therein referred to will not be surrendered without #2212
the surrender of the .certificate to the depositary, except with the #2213
consent of the Fiscal Agent. The Fiscal Agent may nevertheless in #2214
its discretion require further or other ,proof in cases where it deems #2215
the same desirable. The ownership of Legistered Bonds and the #2216
amount, maturity, number and date of holding -the same shall. be proved #2217
by the registry books. #(2217)
Any request, declaration or other instrument or writing of #2218
the Holder of sny Bond shall bind all future Holders of such Bond in #2219
respect of anything done or suffered to be done by the Agency or the #2220
Fiscal Agent in good faith and in accordance therewith. #2221
SECTION 9.05. Waiver of Persgnal Liability. No member, #2223
officer, agent or employee of the Agency shall be individually or #2224
personally liable for the payment of the principal of or interest on #2225
the Bonds; but nothing herein contained shall relieve any such #2226
member, officer, agent or employee from the performance of any Offi- #2227
cial duty provided by law. #(2227)
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 jthe same newspaper for any or all of the successive publica-
tions, but nay be made on different days of the week and in different
newspapers.
SECTION 9.07. Destruction of Cancelled Bonds. 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
.axecuted 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 Qr
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- #2252
graph, sentence, clause or phrase Qf this Resolution shall for any #2253
reason be held illegal, invalid or unenforceable, such holding shall #2254
not affect the validity of the remaining portions of this #2255
=58- #8
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 _Qourt, the Fiscal Agent is rendered
unable to perform its duties hereunder, -d11 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 ghall 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.
#2256
#2257
#2258
#2259
#2260
#2261
#2262
#2263
#2264
#2265
#2266
#2267
#2268
#2269
#2270
SECTION 9.10. Effective Date of R solution. This #2272
Resolution shall take effect from and after the date of its passage #2273
and adoption. #(2273)
2ASSED AND ADOPTED on October 4, 1982, by the following #2274
vote: #(2274)
AYES:
.NOES
ABSENT:
LS EAL )
Attest:
Secretary of the Tustin
Community Redevelopment Agency
=59-
Chairman of the Tustin
Community -Redevelopment Agency
#2275
#2276
#2277
!#2280
t#(2280)
!#(2280)
#2281
#2283
!#2285
!#(2285)
!#(2285)
#8
.SECRETARY'S CERTIFICATE
#2288
I, , Secretary of the Tustin Community 1#2291
Redevelopment Aaencv, jlereby certify that the foregoing is a full, !#2292
true and correct copy Qf a Resolution duly adopted at an adjourned #2293
meeting of said agency duly and regularly held at the regular meeting #2294
place thereof on , 1981, of which meeting all the members #2295
of said Agency had due notice and at which majority thereof was #2296
present; and that at said meeting said Resolution was adopted by the #2297
following rote: - #2298
BYES: Agency members
.NOES:
ABSENT:
#2300
#2301
#2302
I further certify that I have carefully compared the same #2304
with the Qriginal Resolution on file and of record in my office; that #2305
said Resolution is a full, true and correct copy of the original #2306
Resolution adopted at said meeting; and that said Resolution has not #2307
been amended, modified or rescinded since the date of its adoption, #2308
and is now in full force and effect. #2309
IN WITNESS WHEREOF, I have hereunto set my hand and affixed #2310
my Official seal of said Agency on October, 1982. #2311
!#2314
Secretary of the Tustin 1#(2314)
Community Redevelopment Agency M2314)
=60- #8