HomeMy WebLinkAbout198 RDA_CCv0001.pdf RESOLUTION NO. 198
RESOLUTION OF THE REDEVELOPMENT AGENCY
OF THE CITY OF REDLANDS APPROVING THE
ISSUANCE OF ITS NOT TO EXCEED
$18,000,000 PRINCIPAL AMOUNT REDLANDS
REDEVELOPMENT PROJECT 1987 TAX ALLOCA-
TION REFUNDING BONDS, AN INDENTURE, AN
ESCROW AGREEMENT, AN OFFICIAL STATEMENT
AND A BOND PURCHASE AGREEMENT,
AUTHORIZING THE EXECUTIVE DIRECTOR TO
SET THE FINAL TERMS OF THE SALE OF THE
BONDS, APPROVING THE PAYMENT OF COSTS OF
ISSUING THE BONDS, RETAINING BOND
COUNSEL AND - MAKING CERTAIN DETERMINA-
TIONS RELATING THERETO.
WHEREAS, the Redevelopment Agency of the City of
Redlands (the "Agency" ) is a redevelopment agency duly
created, established and authorized to transact business and
exercise its powers, all under and pursuant to the Community
Redevelopment Law, being Section 33400 and following of the
Health and Safety Code of the State of California, and the
powers of the Agency include the power to issue bonds for
any of its corporate purposes; and
WHEREAS, a redevelopment plan, known as the
Redevelopment Plan for the Redlands Redevelopment Project,
has been adopted and approved by Ordinance No. 1500 of the
City of Redlands; and
WHEREAS, the Agency has heretofore issued its
Redevelopment Agency of the City of Redlands, Redlands
Redevelopment Project, 1985 Tax Allocation and Refunding
Bonds in the aggregate principal amount of $14, 245,000 (the
111985 Bonds" ) in order to finance and refinance a portion of
the Redlands Redevelopment Project ( the "Project" ) ; and
WHEREAS, the Agency proposes to issue not to
exceed $18,000,000 principal amount of its Redlands
Redevelopment Project 1987 Tax Allocation Refunding Bonds
(the "Bonds" ) , the proceeds of which will be used to refund
the 1985 Bonds; and
WHEREAS, there has been presented at this meeting
a form of Trust Indenture providing for the issuance of the
Bonds; and
WHEREAS, in order to effect the above refunding of
the 1985 Bonds there has been presented at this meeting a
form of Escrow Agreement;
WHEREAS, there has been presented to this meeting
a form of preliminary official statement relating to the
Bonds and a bond purchase agreement from Seidler-Fitzgerald
Public Finance (the "Underwriter" ) pursuant to which the
Underwriter has offered to purchase the Bonds on the terms
and conditions set forth therein; and
WHEREAS, the Agency is authorized to sell the
Bonds on a negotiated basis pursuant to Section 53582 and
following of the Government Code of the State of California;
and
WHEREAS, under applicable provisions of the
Internal Revenue Code of 1986, as amended, no more than two
percent of the initial principal amount of the Bonds may be
expended on costs associated with the issuance of the Bonds
and as a result it will be necessary for the Agency to pay a
portion of such costs of issuance.
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NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND
ORDERED BY THE REDEVELOPMENT AGENCY OF THE CITY OF REDLANDS
as follows.
SECTION 1. Approval of Issuance of Bonds. The
issuance of not to exceed $18,000,000 principal amount
Redevelopment Agency of the City of Redlands, Redlands
Redevelopment Project 1987 Tax Allocation Refunding Bonds
(the "Bonds" ) , in order to refund the Agency' s Redlands
Redevelopment Project 1985 Tax Allocation and Refunding
Bonds (the "1985 Bonds" ) is hereby authorized and approved.
SECTION 2. Trust Indenture. The form of Trust
Indenture dated as of February 1, 1987 by and between the
Agency and Bank of America National Trust & Savings
Association, as trustee (the "Indenture" ) presented at this
meeting is hereby approved and the Chairperson or Vice
Chairperson and the Secretary are hereby authorized and
directed, for and in the name of and on behalf of the
Agency, to execute, acknowledge and deliver said Indenture
in substantially the form presented at this meeting with
such insubstantial changes therein as the officers executing
the same may approve, such approval to be conclusively
evidenced by the execution and delivery thereof.
SECTION 3. Appointment of Trustee. Bank of
America National Trust & Savings Association is hereby
appointed as Trustee pursuant to the Indenture, to take any
and all action provided for therein to be taken by the
Trustee.
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SECTION 4. Escrow Agreement. The form of Escrow
Agreement dated as of February 1, 1987 (the "Escrow
Agreement" ) by and between the Agency and Bank of America
National Trust & Savings Association, as escrow agent (the
"Escrow Agent" ) , presented at this meeting is hereby
approved and the Chairperson or Vice Chairperson and the
Secretary are hereby authorized and directed, for and in the
name of and on behalf of the Agency, to execute, acknowledge
and deliver said Escrow Agreement ; in connection with the
refunding of the 1985 Bonds in substantially the form hereby
approved, with such insubstantial changes therein as the
officers executing the same may approve, such approval to be
conclusively evidenced by the execution and delivery
thereof.
SECTION 5. Appointment of Escrow Agent. The
Agency hereby appoints Bank of America National Trust &
Savings Association as Escrow Agent for the 1985 Bonds for
all purposes of the Escrow Agreement.
SECTION 6 . Official Statement . The form of
preliminary official statement relating to the Bonds and
presented to this meeting is hereby approved. The
preparation of a final official statement relating to the
Bonds is hereby approved and the Chairperson is hereby
authorized and directed, for and in the name and on behalf
of the Agency, to execute and deliver a final official
statement containing such changes from the preliminary
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official statement as may be approved by the Executive
Director and the distribution of such preliminary and final
official statements in connection with the sale of the Bonds
is hereby authorized.
SECTION 7. Form of Bonds. The form of the Bonds
as set forth in the Indenture as presented to this meeting
is hereby approved and the Chairperson or Vice-Chairperson
and Secretary are hereby authorized and directed to execute
by manual or facsimile signaturej in the name and on behalf
of the Agency and under its seal, such Bonds in either
temporary and/or definitive form in the aggregate principal
amount set forth in the Indenture and all in accordance with
the terms and provisions of the Indenture.
SECTION 8. Bond Purchase Agreement. The form of
Bond Purchase Agreement (the "Purchase Agreement" ) as
presented to this meeting by Seidler-Fitzgerald Public
Finance (the "Underwriter" ) and the sale of the Bonds
pursuant thereto upon the terms and conditions set forth
therein is hereby approved and, subject to such approval and
subject to the provisions of Section 9 hereof, the
Chairperson or Vice Chairperson is hereby authorized and
directed to evidence the Agency' s acceptance of the offer
made by the Purchase Agreement by executing and delivering
the Purchase Agreement in said form with such changes
therein as the officers executing the same may approve and
such matters as are authorized by Section 9 hereof, such
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approval to be conclusively evidenced by the execution and
delivery thereof.
SECTION 9. Executive Director Authorized to
Establish Final Terms of Sale of Bonds. The Executive
Director, based on such advice of Staff as he may deem
necessary, is hereby authorized and directed to act on
behalf of the Agency to establish and determine ( i) the
final principal amount of the Bonds, which amount shall not
exceed $18,000,0001 ( ii) the final interest rate on the
Bonds, which rate shall not exceed 9% per annum for any
maturity of the Bonds; and ( iii ) the Underwriter ' s discount
for the purchase of the Bonds, which amount shall not exceed
3.5% of the principal amount of the Bonds. The
authorization and powers delegated to the Executive Director
by this Section 9 shall be valid for a period of 45 days
from the date of adoption of this Resolution.
SECTION 10. Payment of a Portion of the Costs of
Issuance. The payment by the Agency of the costs of
issuance of the Bonds which exceed the amount permitted by
the Internal Revenue Code of 1986 to be paid from Bond
proceeds is hereby authorized and approved; provided that
said amount so paid by the Agency shall not exceed
$300,000. For this purpose, Agency staff is hereby
authorized and directed to prepare and cause to be delivered
an appropriate check or warrant of the Agency in the amount
of $300,000 and payable to the Trustee. The Executive
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Director is hereby authorized and directed to approve the
costs of issuance to be paid from said deposit . Any portion
of said deposit remaining with the Trustee 180 days after
the delivery of the Bonds to the Underwriter shall be
returned by the Trustee to the Agency.
SECTION 11. Requisitions. The Executive
Director, or his designee, is hereby authorized and directed
to execute one or more requisitions authorizing the Trustee
to pay the I costs of issuing the Bonds from the proceeds of
the Bonds and the moneys deposited by the Agency with the
Trustee for such purpose, all pursuant to the Indenture.
SECTION 12. Bond Counsel. The law firm of Best,
Best & Krieger is hereby retained as bond counsel on the
terms set forth in the proposed letter of said firm
presented to this meeting and the Chairperson, Vice
Chairperson or Executive Director is hereby authorized and
directed to execute said proposal letter for and in the name
of the Agency.
SECTION 13 . Filing of CDAC Notice. The Agency
hereby approves the filing by Bond Counsel of a notice of
the Agency' s intent to sell the Bonds with the California
Debt Advisory Commission pursuant to Section 8855 of the
California Government Code.
SECTION 14. Other Acts. The officers and staff
of the Agency are hereby authorized and directed, jointly
and severally, to do any and all things, to execute and
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deliver any and all documents, which in consultation with
Staff and Bond Counsel, they may deem necessary or advisable
in order to consummate the issuance, sale and delivery of
the Bonds, or otherwise to effectuate the refunding of the
1985 Bonds or otherwise effectuate the purposes of this
Resolution, and any and all such actions previously taken by
such officers or staff members are hereby ratified and
confirmed.
SECTION 15. Effective Date. This Resolution
shall take effect upon adoption.
PASSED, APPROVED and ADOPTED this 3rd day of
February, 1987.
'mss MH
Chairperson t�h
Redevelopment Agency of
the City of Redlands
ATTEST:
re Ary ofedevelopment
Agency)of the W" y of Redlands
[SEAL]
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FJB0466
I, LORRIE POYZER, Secretary of the Redevelopment
Agency of the City of Redlands, California do hereby certify
that the foregoing Resolution was regularly introduced and
adopted by the Redevelopment Agency of the City of Redlands,
California at a regular meeting held on the 3rd day of
February, 1987 by the following vote:
AYES: Members DeMirjyn, Wormser; Vice Chairman Larsen
NOES: None
ABSENT: Member Johnson; Chairman Beswick
ABSTAINED: None
IN WITNESS WHEREOF, I have hereunto set my hand
and affixed the official seal of the Redevelopment Agency of
the City of Redlands, California, this 3rd day of February,
1987.
Secretary of thpf /
Redevelopment' 'ency of
the City of Redlands
FJB0466
1/20/87
TRUST INDENTURE
REDEVELOPMENT AGENCY OF
THE CITY OF REDLANDS
TO
as Trustee
Dated as of February 1, 1987
Relating to
Redlands Redevelopment Project
1987 Tax Allocation Refunding Bonds
TABLE OF CONTENTS
Page
ARTICLE I
STATUTORY AUTHORITY AND DEFINITIONS
Section 1. 01 Authority for this Indenture. . . . . . . . . . . . . 4
Section 1.02 Indenture Constitutes Contract. . . . . . . . . . . 4
Section 1. 03 Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1. 04 Equal Security. . . . . . . . . . . . . . . . . . . . . . . . . . . 14
ARTICLE II
THE BONDS
Section 2.01 Authorization. . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 2.02 Nature of Bonds. . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 2.03 Terms of Bonds. . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 2. 04 Form of Bonds. . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 2. 05 Temporary Bonds. . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 2.06 Interest, . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 2. 07 Payment of Bonds. . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 2. 08 Execution of Bonds. . . . . . . . . . . . . . . . . . . . . . . 18
Section 2.09 Transfer of Bonds. . . . . . . . . . . . . . . . . . . . . . . . 19
Section 2. 10 Exchange of Bonds. . . . . . . . . . . . . . . . . . . . . . . . 19
Section 2. 11 Bond Register . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 2. 12 Bonds Mutilated, Lost, Destroyed or
Stolen. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 2. 13 Redemption of Bonds. . . . . . . . . . . . . . . . . . . . . . 20
ARTICLE III
ISSUANCE OF BONDS, PARITY BONDS
Section 3.01 Issuance and Delivery of Bonds. . . . . . . . . . . 23
Section 3,.02. Disposition of Bond Proceeds. . . . . . . . . . . . . 23
Section- 3.03- Redevelopment Fund. . . . . . . . . . . . . . . . . . . . . 24
Section 3. 04 Issuance of Parity Bonds to Pay Project
Costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 3.05 Validity of Bonds. . . . . . . . . . . . . . . . . . . . . . . . 25
ARTICLE IV
THE TAX REVENUES; SPECIAL FUND AND ACCOUNTS; SURPLUS
Section 4.01 Pledge of Tax Revenues; Establishment of
Special Fund. . . . . . . . . . . . . . . . . . . . . . . . I. . . 25
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Page
Section 4.02 Receipt and Deposit of Tax Revenues. . . . . . 25
Section 4.03 Establishment and Maintenance of Accounts
for Use of Money in the Special Fund. . . 26
Section 4,04 Deposit and Investment of Money in Funds
and Accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 4.05 Rebate of Excess Investment Earnings to
the United States. . . . . . . . . . . . . . . . . . . . . . 29
Section 4. 06 Rebate Fund. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 4.07 Insurance Policy Provisions. . . . . . . . . . . . . . 33
ARTICLE V
OTHER COVENANTS OF THE AGENCY
Section 5. 01 Completion of Project. . . . . . . . . . . . . . . . . . . . 34
Section 5.02 Deposit of Proceeds; Management of
Properties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 5. 03 Against Issuance of Other Obligations;
Exceptions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 5. 04 Punctual Payment. . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 5. 05 Against Encumbrances. . . . . . . . . . . . . . . . . . . . . 35
Section 5.06 Books and Records; Financial Statement. . . 35
Section 5.07 Proceeds of Eminent Domain or Other
Taking. . . . . . . . . . e . . . . . . . . . . . . . . . . . 36
Section 5.08 Limit on Disposition of Property. . . . . . . . . 36
Section 5. 09 Protection of Security and Rights of
Bondowners. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 5. 10 Non-Arbitrage Bonds. . . . . . . . . . . . . . . . . . . . . . 37
Section 5.11 Private Activity Bonds. . . . . . . . . . . . . . . . . . . 37
Section 5.12 Compliance with the Code. . . . . . . . . . . . . . . . . 37
Section 5.13 Restriction on Yield on Proceeds of
1985 Bonds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 5. 14 Limit on Indebtedness. . . . . . . . . . . . . . . . . . . . 38
Section 5. 15 Taxation of Leased Property. . . . . . . . . . . . . . 38
Section 5. 16 Limitation on Costs of Issuance. . . . . . . . . . 38
ARTICLE VI
THE TRUSTEE
Section 6. 01 Appointment of Trustee. . . . . . . . . . . . . . . . . . . 39
Section 6.02 Compensation and Indemnity. . . . . . . . . . . . . . . 41
Section 6.03 Liability of Trustee. . . . . . . . . . . . . . . . . . . . . 41
Section 6.04 Notice to Agents. . . . . . . . . . . . . . . . . . . . . . . . . 42
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ARTICLE VII
MODIFICATION OR AMENDMENT OF INDENTURE
Page
Section 7 . 01 Amendments Without Consent of Bond-
holders or AMBAC. . . . . . . . . . . . . . . . . . . . 42
Section 7 . 02 Amendments With Consent of Bondholders
and AMBAC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 7. 03 Calling Bondholders ' Meeting. . . . . . . . . . . . . 43
Section 7 . 04 Notice of Meeting. . . . . . . . . . . . . . . . . . . . . . . . 44
Section 7. 05 Voting Qualifications. . . . . . . . . . . . . . . . . . . . 44
Section 7 . 06 Issuer-Owned Bonds. . . . . . . . . . . . . . . . . . . . . . . 44
Section 7 . 07 Quorum and Procedure. . . . . . . . . . . . . . . . . . . . . 44
Section 7 . 08 Vote Required. . . . . . . . . . . . . . . . . . . . . . . . 45
Section 7 . 09 Effect of Supplemental Indenture. . . . . . . . . 46
Section 7. 10 Endorsement or Replacement of Bonds
Issued after Amendments. . . . . . . . . . . . . . . . 46
Section 7.11 Amendatory Endorsement of Bonds. . . . . . . . . . 46
ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES OF BONDOWNERS
Section 8. 01 Events of Default and Acceleration of
Maturities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Section 8. 02 Application of Funds Upon Acceleration. . . 48
Section 8 . 03 Other Remedies of Bondowners. . . . . . . . . . . . . 49
Section 8 . 04 Actions by Trustee as Attorney-in-Fact. . . 50
ARTICLE IX
MISCELLANEOUS
Section 9. 01 Benefits of Indenture Limited to
Parties. . . . . . . . . e . . . + . . . . , . . . . . . 50
Section 9.02 Successor is Deemed Included in All
References to Predecessor . . . . . . . . . . . . . . 51
Section 9. 03 Defeasance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Section 9. 04 Execution of Documents and Proof of
Ownership by Bondowners. . . . . . . . . . . . . . . . 52
Section 9. 05 Waiver of Personal Liability. . . . . . . . . . . . . 53
Section 9. 06 Publication for Successive Weeks. . . . . . . . . 53
Section 9 . 07 Destruction of Cancelled Bonds. . . . . . . . . . . 53
Section 9. 08 Notices and Demands on Agency. . . . . . . . . . . . 53
Section 9. 09 Partial Invalidity. . . . . . . . . . . . . . . . . . . . . 53
Section 9. 10 Effective Date of Indenture. . . . . . . . . . . . . . 54
Section 9. 11 Notices to be Given to AMBAC. . . . . . . . . . . . . 54
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Page.
Section 9 .12 Consent of AMBAC in Addition to Bond-
owner Consent. . . . . . . . . . . . . . . . . . . . . . . . . . 55
EXHIBIT A Form of Bond
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F"JB0454A
TRUST INDENTURE
THIS TRUST INDENTURE (the "Indenture" ) is made and
entered into as of February 1, 1987, by and between the
Redevelopment Agency of the City of Redlands, a public body,
corporate and politic, organized and existing under, and by
virtue of the laws of the State of California (the
"Agency" ) , and , a
corporation organized and existing under the laws
of and authorized to
accept and execute trusts of the character herein set out
with its principal corporate trust office located in Los
Angeles, California, as trustee (the "Trustee" ) ,
WHEREAS, the Agency is a redevelopment agency, a
public body, corporate and politic duly created, established
and authorized to transact business and exercise its powers,
all under and pursuant to the Community Redevelopment Law
(Part 1 of Division 24 of the Health and Safety Code of the
State of California and referred to herein as the "Law" ) and
the powers of such agency include the power to issue bonds
for any of its corporate purposes; and
WHEREAS, a redevelopment plan for a redevelopment
project known and designated as "Redlands Redevelopment
Project" has been adopted and approved and all requirements
of law for, and precedent to, the adoption and approval of
said plan have been duly complied with; and
WHEREAS, the plan contemplates that the Agency will
issue its bonds to finance a portion of the cost of such
redevelopment; and
WHEREAS, the Agency has heretofore issued
$14, 245,000 aggregate principal amount of its Redlands
Redevelopment Project 1985 Tax Allocation and Refunding
Bonds ( the "1985 Bonds" ) for the purpose of financing and
refinancing the cost of the Redlands Redevelopment Project;
and
WHEREAS, the Agency, by its Resolution No.
adopted February _, 1987 (the "Resolution" ) , authorizeT—the
issuance of its $ aggregate principal amount
Redlands Redevelopment Project 1987 Tax Allocation Refunding
Bonds (the "Bonds" ) for the purpose of refunding and
defeasing the 1985 Bonds; and
WHEREAS, pursuant to the Resolution, the Agency has
determined to issue the Bonds and to enter into this Trust
Indenture to secure the Bonds by a pledge and assignment of
the Tax Revenues and certain proceeds of the Bonds; and
WHEREAS, all things necessary to cause the Bonds,
when authenticated by the Trustee and issued as in this
Indenture provided, to be valid, binding and legal special
obligations of the Agency in accordance with their terms,
and to constitute this Indenture a valid assignment and
pledge of the Tax Revenues pledged to the payment of
principal of and interest and any redemption premium on the
Bonds, and all things necessary to cause the creation,
execution and delivery of this Indenture and the creation,
execution and issuance of the Bonds, subject to the terms
hereof, have in all respects been duly authorized;
NOW, THEREFORE, THIS TRUST INDENTURE WITNESSETH:
GRANTING CLAUSES
The Agency, in consideration of the premises and
the acceptance by the Trustee of the trusts hereby created
and of the purchase and acceptance of the Bonds by the
Owners thereof, and for other good and valuable considera-
tion, the receipt of which is hereby acknowledged, in order
to secure the payment of the principal of and interest and
any redemption premium on the Bonds according to their tenor
and effect and to secure the performance and observance by
the Agency of all of the covenants expressed or implied
herein and in the Bonds, does hereby assign and pledge unto,
and grant a security interest in the following ( the "Trust
Estate" ) to , as trustee,
and its successors in trust and assigns forever , for the
securing of the performance of the obligations of the Agency
hereinafter set forth:
GRANTING CLAUSE FIRST
All right, title and interest of the Agency in and
to the Tax Revenues, including, but without limiting the
generality of the foregoing, the present and continuing
right to make claim for, collect, receive and receipt for
any Tax Revenues payable to or receivable by the Agency
under the Constitution of this State and the Law and any
other applicable laws of this State or otherwise, to bring
actions and proceedings thereunder for the enforcement
thereof, and to do any and all things which the Agency is or
may become entitled to do thereunder, subject to the terms
hereof.
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GRANTING CLAUSE SECOND
All moneys and securities and all other rights of
every name and nature from time to time herein or hereafter
by delivery or by writing of any kind pledge, assigned or
transferred as and for additional security hereunder to the
Trustee by the Agency or by anyone in its behalf, or with
its written consent, and to hold and apply the same, subject
to the terms hereof.
TO HAVE AND TO HOLD all and singular the Trust
Estate, whether now owned or hereafter acquired, unto the
Trustee and its respective successors in trust and assigns
forever for the benefit of the Bondowners and such pledge
shall constitute a lien on and security interest in such
Trust Estate;
IN TRUST NEVERTHELESS, upon the terms and trusts
herein set forth for the equal and proportionate benefit,
security and protection of all present and future Owners of
the Bonds issued under and secured by this Indenture without
privilege, priority or distinction as to the lien or other-
wise of any of the Bonds over any of the other Bonds;
PROVIDED, HOWEVER, that if the Agency, its succes-
sors or assigns shall well and truly pay, or cause to be
paid, the principal of and interest and any redemption
premium on the Bonds due or to become due thereon, at the
times and in the manner provided in the Bonds according to
the true intent and meaning thereof, and shall well and
truly keep, perform and observe all the covenants and
conditions pursuant to the terms of this Indenture to be
kept, performed and observed by it, and shall pay or cause
to be paid to Trustee all sums of money due or to become due
in accordance with the terms and provisions hereof, then
upon such final payments or deposits as herein provided,
this Indenture and the rights hereby granted shall cease,
determine and be void; otherwise this Indenture shall remain
in full force and effect.
THIS TRUST INDENTURE FURTHER WITNESSETH, and it is
expressly declared, that all Bonds is-sued and secured here-
under are to be issued, authenticated and delivered, and all
said property, rights and interests, including, without
limitation" the Tax Revenues hereby assigned and pledged,
are to be dealt with and disposed of, under, upon and
subject to the terms, conditions, stipulations, covenants,
agreements, trusts, uses and purposes hereinafter expressed,
and the Agency has agreed and covenanted, and does hereby
agree and covenant, with the Trustee and with the respective
Owners, from time to time, of the Bonds, or any part
thereof, as follows:
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ARTICLE I
STATUTORY AUTHORITY AND DEFINITIONS
Section 1 . 01. Authority for this Indenture. This
Indenture is entered into pursuant to the provisions of the
Law, the Refunding Law (as hereinafter defined) and
Resolution No. adopted by the Agency on February
1987 .
Section 1 .02 . Indenture Constitutes Contract. In
consideration of the purchase and acceptance of any and all
of the Bonds issued hereunder by those who shall hold the
same from time to time, this Indenture shall be deemed to be
and shall constitute a contract among the Agency, the
Trustee and the Owners of the Bonds. The pledge made in
this Indenture and the provisions, covenants and agreements
herein set forth to be performed by or on behalf of the
Agency shall be for the equal benefit, protection and
security of the Owners of any and all of the Bonds. All of
the Bonds, without regard to the time or times of their
issuance or maturity, shall be of equal rank without pre-
ference, priority or distinction of any of the Bonds over
any other thereof, except as expressly provided in or
permitted by this Indenture.
Section 1 .03. Definitions. Unless the context
otherwise requires, the terms defined in this Section 1.03
shall, for all purposes of this Indenture, of any Supplemen-
tal Indenture, and of any certificate, opinion or other
document herein mentioned, have the meanings herein
specified.
Agency
"Agency" means The Redevelopment Agency of the City
of Redlands, California.
Annual Debt Service
"Annual Debt Service" means, for each 12-month
period ending June 30, commencing with June 30, 1988, the
sum of (1) the interest falling due on the outstanding Bonds
(as hereinafter defined) in such 12-month period, assuming
that the outstanding Serial Bonds (as hereinafter defined)
are retired as scheduled and that the outstanding Term Bonds
(as hereinafter defined) are redeemed from sinking fund
accounts as scheduled, ( 2) the principal amount of
outstanding Serial Bonds falling due by their terms in such
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12-month period, and ( 3 ) the minimum amount of the
outstanding Term Bonds required to be paid or called and
redeemed in such 12-month period, together with the
redemption premiums, if any, thereon.
AMBAC
"AMBAC" means AMBAC Indemnity Corporation, a
Wisconsin-domiciled stock insurance company.
Bond Year
"Bond Year" means the year beginning on July 1 and
ending on the next following June 30, except that the first
Bond Year shall commence on February 1, 1987 and end on
June 30, 1987 .
Bonds
"Bonds" means the $ principal amount
Redevelopment Agency of the City of Redlands, Redlands
Redevelopment Project, 1987 Tax Allocation Refunding Bonds
authorized by, and at any time outstanding pursuant to, this
Indenture and any Parity Bonds (as hereinafter defined) .
Business Day
"Business Day" means any day other than ( i ) a
Saturday or a Sunday or ( ii ) a day on which banking
institutions in the State in which the Trustee has its
principal corporate trust office, or in the City of New
York, New York, and authorized or obligated by law or execu-
tive order to be closed.
Code
,,Code" means the Internal Revenue Code of 1986, as
amended, and the regulations adopted thereunder by the
Internal Revenue Service.
Costs of Issuance
"Costs of Issuance" means items of expense payable
or reimbursable directly or indirectly by the Agency and
related to the authorization, sale and issuance of the
Bonds, which items of expense shall include, but not be
limited to, printing costs, costs of reproducing and binding
documents, closing costs, filing and recording fees, initial
fees and charges of the Trustee, expenses incurred by the
Agency in connection with the issuance of the Bonds, bond
(underwriter ' s) discount, bond insurance, legal fees and
-5-
charges, including bond counsel, professional consultants '
fees, including financial consultant fees, costs of credit
ratings, charges for execution, transportation and
safekeeping of the Bonds, initial bond insurance premiums
and costs and other costs, charges and fees in connection
with the foregoing.
County Assessor
"County Assessor" means the person who holds the
office designated as County Assessor of the County in which
the Agency is located, or one of his duly appointed
deputies, or any person or persons performing substantially
the same duties in the event said office is ever abolished
or changed.
County Auditor-Controller
"County Auditor-Controller" means the person who
holds the office designated County Auditor-Controller of the
County in which the Agency is located, or one of his duly
appointed deputies, or any person or persons performing
substantially the same duties in the event said office is
ever abolished or changed.
Escrow Agent
"Escrow Agent" means Bank of America National
Trust & and Savings Association, Los Angeles, California, as
Escrow Agent under the Escrow Agreement.
Escrow Agreement
"Escrow Agreement" means that certain Escrow Agree-
ment between the Agency and the Escrow Agent, and dated as
of February 1, 1987, pursuant to which a portion of the pro-
ceeds of the Bonds are to be deposited by the Agency for the
defeasance of all of the 1985 Bonds.
Excess Investment Earnings
"Excess Investment Earnings" has the meaning
ascribed in Section 4.05 hereof .
Federal Securities
"Federal Securities" means
(1) Direct obligations of ( including obligations
issued or held in book entry form on the books of the
Department of the Treasury of the United States of America) ,
-6-
or obligations the principal of and interest on which are
unconditionally guaranteed by the United States of America;
or ( 2) bonds, debentures or notes or other evidence of
indebtedness payable in cash issued by any one or a combina-
tion of any of the following federal agencies whose
obligations represent full faith and credit of the United
States of America: Export Import Bank of the United States,
Federal Financing Bank, Farmer ' s Home Administration,
Federal Housing Administration, Maritime Administration,
Public Housing Authority, Government National Mortgage
Association.
Financial Newspaper or Journal
"Financial Newspaper or Journal" means The Wall
Street Journal, The Daily Bond Buyer or any other newspaper
or journal printed in the English language and customarily
published on each business day, of general circulation in
Los Angeles, California and in New York, New York,
containing financial news and selected by the Fiscal Agent,
whose decision shall be final and conclusive.
Fiscal Year
"Fiscal Year" means the year beginning on July lst
and ending on the next following June 30th.
Gross Proceeds
"Gross Proceeds" has the meaning given to such term
in Section 148( f) (6) (B) of the Code.
Indenture
"'Indenture"" means this Trust Indenture, entered
into by the Agency pursuant to the Resolution and as it may
be amended or supplemented by any Supplemental Indenture
adopted pursuant to the. provisions hereof.
Independent Financial Consultant
"Independent Financial Consultant" means any
individual- or firm engaged in the business of financial
consulting or redevelopment consulting, appointed by the
Agency, who has a favorable reputation in the field in which
its opinion or certificate will be given, and:
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( 1) is in fact independent and not under
domination of the Agency; and
( 2) does not have any substantial interest ,
direct or indirect, with the Agency; and
( 3) is not connected with the Agency as an
officer or employee of the Agency, but who may regularly be
retained to make reports to the Agency.
Insurance Policy or Policy
"Insurance Policy" or "Policy" means Municipal Bond
Insurance Policy Number issued by AMBAC insuring
payment when due of principal of and interest on the Bonds.
Law, Redevelopment Law
"Law" or "Redevelopment Law" means the Community
Redevelopment Law of the State of California, constituting
Part 1 of Division 24 of the Health and Safety Code of the
State of California, and the acts amendatory thereof and
supplemented thereto.
Mandatory Sinking Fund Account Payment
"Mandatory Sinking Fund Account Payment" means the
sinking fund payments of the Agency required by Section
4.03( 3) hereof.
Maximum Annual Debt Service
"Maximum Annual Debt Service" as computed from time
to time pursuant to the provisions hereof means the largest
Annual Debt Service during the period from the latter of
February 1, 1987 or the date of such determination through
the final maturity of any outstanding Bonds.
1985 Bonds
'11985 Bonds" means the Redevelopment Agency of the
City of Redlands, Redlands Redevelopment Project 1985 Tax
Allocation and Refunding Bonds in the aggregate principal
amount of $14,245,000, dated as of May 1, 1985, and issued
pursuant to Resolution No. 166, as amended, of the Agency.
1985 Bonds Escrow Fund
'11985 Bonds Escrow Fund" means the Fund by that
name created by Section 1 of the Escrow Agreement.
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Non-Purpose Investments
"Non-Purpose Investments" has the meaning given to
such term in Section 148( f) ( 6) (A) of the Code.
Opinion of Counsel
"Opinion of Counsel" means a written opinion of an
attorney or firm of attorneys of favorable reputation in the
field of municipal bond law. Any opinion of such counsel
may be based upon, insofar as it is related to factual
matters, information which is in the possession of the
Agency as shown by a certificate or opinion of, or represen-
tation by, an officer or officers of the Agency, unless such
counsel knows, or in the exercise of reasonable care should
have known, that the certificate or opinion or representa-
tion with respect to the matters upon which his opinion may
be based, as aforesaid, is erroneous.
Outstanding
"Outstanding" when used as of any particular time
with reference to the Bonds means all Bonds theretofore
issued by the Agency except:
( 1 ) Bonds theretofore cancelled or surren-
dered for cancellation in accordance with the provisions
hereof;
( 2 ) Bonds for the payment or redemption of
which moneys or securities in the necessary amount (as pro-
vided in Section 9.03 hereof) shall have been theretofore
deposited in trust (whether upon or prior to the maturity or
the redemption date of such bonds) , provided that, if such
bonds are to be redeemed prior to the maturity thereof,
notice of such redemption shall have been given as provided
in this Indenture or any applicable parity bond Indenture;
and
( 3) Bonds in lieu of, or in substitution for,
which other Bonds shall have been issued by the Agency pur-
suant to Section 2.09 or Section 2.10 hereof.
Owner, Bondowner
"Owner" or "Bondowner" means any person who shall
be the registered owner of any outstanding fully registered
Bond.
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Parity Bond Indenture
"Parity Bond Indenture" means any Indenture entered
into by the Agency providing for the issuance of Parity
Bonds.
Parity Bonds
"Parity Bonds" means any additional tax allocation
bonds issued by the Agency as permitted by Section 3. 04 of
this Indenture payable from the Tax Revenues on a parity
with the Bonds.
Payment Period
"Payment Period" means the period commencing
February _, 1987 and ending February _, 1988 and each
successive twelve-month period thereafter.
Permitted Investments
"Permitted Investments" means any of the following
for moneys held under this Indenture; ( 1) Federal
Securities; ( 2) certificates of deposit properly secured at
all times, by collateral security described in paragraphs
(a) and (b) above. Such Certificates are only acceptable
with commercial banks, savings and loan associations and
mutual savings banks ( including the Trustee) ; ( 3) the
following investments fully insured by the Federal Deposit
Insurance Corporation or the Federal Savings and Loan
Insurance Corporation; ( i ) certificates of deposit, ( ii )
savings accounts, ( iii ) deposit accounts, or ( iv) depository
receipts of a bank, savings and loan associations and mutual
savings banks ( including the Trustee; ( 4) written repurchase
agreements with any bank, savings institution or trust
company (not including the Trustee) which is insured by the
Federal Deposit Insurance Corporation or the Federal Savings
and Loan Insurance Corporation, or with any broker-dealer
with retail customers which falls under Securities Investors
Protection Corporation protection, provided that such
repurchase agreements are fully secured by (a) above or
obligations of any agency of instrumentality of the United
States of America, and provided further that ( i) such
collateral is held by the Trustee or any agent acting solely
for the 'Trustee during the term of such repurchase
agreement, ( ii) such collateral is not subject to liens or
claims of third parties, ( iii) such collateral has a market
value (determined at least once every 14 days) at least
equal to the amount invested in the repurchase agreement,
(iv) the Trustee has a perfected first security interest in
the collateral, (v) the agreement shall be for a term not
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longer than 270 days and (vi) the failure to maintain such
collateral at the level required in ( iii ) above will require
the Trustee to liquidate the collateral; or ( 5) a money
market fund maintained by the Trustee which is secured at
all times by Federal Securities in a value equal to 100% of
the amountinvested.
The value of the above investments shall be deter-
mined as provided herein under the definition of "Value. "
Rebate Fund
"Rebate Fund" means the fund by that name estab-
lished and held by the Trustee pursuant to Section 4.06
hereof.
Redevelopment Plan
"Redevelopment Plan" means the redevelopment plan
for the Redevelopment Project Area approved and adopted by
ordinance No. 1500 of the City of Redlands, California and
includes any amendment of said plan heretofore or hereafter
made pursuant to law.
Redevelopment Project
"Redevelopment Project" means the project of
carrying out, pursuant to the Law, the Redevelopment Plan
for the Redevelopment Project Area.
Redevelopment Project Area
"Redevelopment Project Area" means the project area
described and defined in ordinance No. 1500 of the City of
Redlands, California, which project area is known and desig-
nated as the "Redlands Redevelopment Project. "
Refunding La
"Refunding Law" means Chapter 3 of Part 1
(commencing with Section 53584) of Division 2 of the
Government Code of the State of California and the acts
amendatory thereof and supplemental thereto.
Report
"Report" means a Report in writing signed by an
Independent Financial Consultant and including:
( 1) a statement that the person or firm mak-
ing or giving such report has read the pertinent provisions
of this resolution to which such Report relates;
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( 2) a brief statement as to the nature and
scope of the examination or investigation upon which the
report is based; and
( 3) a statement that, in the opinion of such
person or firm, sufficient examination or investigation was
made as is necessary to enable said consultant to express an
informal opinion with respect to the subject matter referred
to in the Report.
Supplemental Indenture
"Supplemental Indenture" or "supplemental resolu-
tion" means any indenture or 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
or supplemented to this Indenture or the Resolution; but
only if and to the extent that such Supplemented Indenture
is specifically authorized hereunder .
Tax Revenues
"Tax Revenuesit means that portion of taxes levied
upon taxable property in the Redevelopment Project Area and
received by the Agency and which is allocated to and paid
into a special fund of the Agency pursuant to Article 6 of
Chapter 6 of the Law and Section 16 of Article XVI of the
Constitution of the State of California all as more particu-
larly set forth hereafter in this Indenture. Tax Revenues
shall not include any other taxes allocated to the Agency
that are ( i) payable pursuant to an agreement entered into
under Section 33401 of the Law; or ( ii) required by Section
33334. 2 of the Law ( "Section 33334 . 2 Funds" ) to be used by
the Agency for increasing and improving the supply of low
and moderate income housing.
Term Bond Sinking Fund Account
"Term Bond Sinking Fund Account" means the account
by that name established pursuant to Section 4. 03( 3) hereof.
Treasurer , Treasurer of the Agency
"Treasurer" or "Treasurer of the Agency" means the
officer who is then performing the functions of Treasurer of
the Agency.
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Value
,,Value" means as of any particular time of determi-
nation, that the value of any investments shall be
calculated as follows:
(a) as to investments the bid and asked
prices of which are published on a regular basis in The Wall
Street Journal (or , if not there, then in The New York
Times) : the average of the bid and asked prices for such
investments so published on or most regularly prior to such
time of determination;
(b) as to investments the bid and asked
prices of which are not published on a regular basis in The
Wall Street Journal or The New York Times: the average bid
price as such time of determination for such investments by
any two nationally recognized government securities dealers
(selected by the Trustee in its absolute discretion) at the
time making a market in such investments;
(c) as to certificates of deposit and bankers
acceptances: the face amount thereof, plus accrued inter-
est; and
(d) as to any investment not specified
above: the value thereof established by prior agreement
between the Agency, the Trustee and AMBAC.
If more than one provision of this definition of
"value" shall apply at any time to any particular invest-
ment, the value thereof at such time shall be determined in
accordance with the provision establishing the lowest value
for such investment.
Written Investment Direction
"Written Investment Direction" means -a certificate
delivered to the Trustee signed by the Chairman or an
authorized representative of the Agency -identified in a
certificate executed by the Chairman of the Agency directing
the Trustee to employ a specific amount of funds held in an
account or subaccount established pursuant to the terms of
this Indenture towards the purchase of particular Permitted
Investments as set forth in the certificate. To the extent
applicable, the securities described in the certificate
shall be identified by the name of the issue, the stated
interest rate and the stated maturity rate.
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Written Request
"Written Request" means an instrument in writing
signed by the Chairman of the Agency or by any other officer
of the Agency duly authorized by the Agency for that
purpose, and by the Secretary of the Agency.
Yield
"Yield" has the meaning given to such term in the
Code.
Yield on the Bonds
"Yield on the Bonds" means percent per annum.
Yield on the 1985 Bonds
"Yield on the 1985 Bonds" means percent per
annum.
Section 1.04. Equal Security. In consideration of
the acceptance of the Bonds by those who shall hold the same
from time to time, this Indenture shall be deemed to be and
shall constitute a contract between the Agency and the
Owners from time to time of the Bonds and any Parity Bonds,
and the covenants and agreements herein set forth to be
performed on behalf of the Agency shall be for the equal and
proportionate benefit, security and protection of all Owners
of the Bonds and any Parity Bonds without preference, pri-
ority or distinction as to security or otherwise of any of
the Bonds or any Parity Bonds over any of the others by
reason of the number or date thereof or the time of sale,
execution and delivery thereof, or otherwise for any cause
whatsoever , except as expressly provided therein and herein.
ARTICLE II
THE BONDS
Section 2.01. Authorization. Under and pursuant
to the Law, the Refunding Law, the Resolution and this
Indenture, . Bonds of the Agency in the principal amount of
$ shall be issued by the Agency for the purpose of
refinancing a portion of the cost of the Redevelopment
Project and for other purposes related thereto as
hereinafter provided.
This Indenture constitutes a continuing agreement
with the Owners of all of the Bonds issued or to be issued
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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 hereunder, subject to the covenants, agreements,
provisions and conditions herein contained. The Bonds shall
be designated the "Redevelopment Agency of the City of
Redlands, Redlands Redevelopment Project, 1987 Tax Alloca-
tion Refunding Bonds. "
Section 2. 02. Nature of Bonds. The Bonds shall be
special obligations of the Agency secured by an irrevocable
and first pledge of, and payable as to both principal and
interest from, Tax Revenues, certain investment income
earned on funds on deposit in the Reserve Account, and other
funds as hereinafter provided in Sections 3 . 02, 4. 01, 4.03
and 5.07 hereof. Said Bonds, the interest thereon, and any
premiums payable upon the redemption of any thereof, are not
a debt of the City of Redlands, the State of California or
any of its political subdivisions and neither said city,
said state nor any of its political subdivisions is liable
on them, nor in any event shall said Bonds or interest be
payable out of any funds or properties other than those of
the Agency as in this Indenture set forth. Said Bonds do
not constitute an indebtedness within the meaning of any
constitutional or statutory debt limitation or
restriction. Neither the members of the Agency nor any
persons executing the Bonds are liable personally on the
bonds by reason of their issuance.
Said Bonds shall be and are equally secured by an
irrevocable and first pledge of Tax Revenues and other
moneys as hereinafter provided, without priority for number ,
date of sale, date of execution, or date of delivery, except
as expressly provided herein.
The validity of said Bonds is not and shall not be
dependent upon the completion of the Redevelopment Project
or upon the performance by anyone of his or her obligation
relative to the Redevelopment Project.
Nothing in this Indenture shall preclude the
redemption and payment of the Bonds prior to maturity (sub-
ject to the provisions of Section 2 .13 of this Indenture) ,
or the payment thereof at maturity, from the proceeds of
refunding bonds issued pursuant to law. Nothing in this
Indenture shall prevent the Agency from making advances of
its own moneys howsoever derived to any of the uses and
purposes mentioned in this Indenture.
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Section 2.03. Terms of Bonds.
( 1) The Bonds shall be issued as fully
registered Bonds without coupons in the denomination of
$5,000 or any integral multiple thereof, but in an amount
not to exceed the aggregate principal amount of Bonds
maturing in the year of maturity of the Bond for which the
denomination is specified. Bonds shall be numbered from one
( 1) consecutively upwards in order of issuance.
( 2) Date of Bonds. The Bonds shall be dated
as of the date of authentication thereof, except that each
Bond delivered to the original purchaser thereof shall be
dated as of February 1, 1987 .
( 3) CUSIP Indentification Numbers: "CUSIP"
identification numbers shall be imprinted on the Bonds, but
such numbers shall not constitute a part of the contract
evidenced by the Bonds and any error or omission with
respect thereto shall not constitute cause for refusal of
any purchaser or accept delivery of and pay for the Bonds.
In addition, failure on the part of the Agency to use such
CUSIP numbers in any notice to Owners of the Bonds shall not
constitute an event of default or any violation of the
Agency ' s contract with such Owners.
( 4) Maturities. The Bonds shall mature and
become payable on July 1 of each year, as follows:
Maturity Maturity
Date Principal Interest Date Principal Interest
July 1 Amount Rate July 1 Amount Rate
1987
1988 1997
1989 1998
1990 1999
1991 2000
1992
1993
1994
1995
1996
$ Term Bonds due July 1, 2015, @
The Bonds maturing in the years 1987 to 2000,
inclusive, are sometimes referred to herein as "Serial
Bonds. " The Bonds maturing in the year 2015 are sometimes
referred to herein as "Term Bonds. "
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Section 2 .04 . Form of Bonds. The Bonds shall be
substantially in the form attached hereto and by this
reference incorporated herein, as Exhibit "A. " Such form is
hereby approved and adopted as the form of such Bonds, and
of the redemption, exchange, registration and assignment
provisions pertaining thereto, with necessary or appropriate
variations, omissions and insertions as permitted or
required by this Indenture.
Section 2 .05. Temporary Bonds. Any Bonds issued
pursuant to this Indenture may be initially issued in
temporary form ( the "Temporary Bonds" ) exchangeable for
definitive Bonds when the same are ready for delivery. The
Temporary Bonds may be printed, lithographed or typewritten,
shall be of such denominations as may be determined by the
Agency, shall be without coupons and may contain such
reference to any of the provisions of this Indenture as may
be appropriate. Every Temporary Bond shall be executed by
the same conditions and in substantially the same form and
manner as the definitive Bonds. If the Agency issues
Temporary Bonds, it will execute and furnish definitive
Bonds without delay, and, thereupon, the Temporary Bonds
shall be surrendered for cancellation at the Principal
Corporate Trust office of the Trustee in Los Angeles, Cali-
fornia, and the Trustee shall deliver in exchange for such
Temporary Bonds an equal aggregate principal amount of
definitive Bonds of authorized denominations of this same
issue. Until so exchanged, the Temporary Bonds shall be
entitled to the same benefits under this Indenture as
definitive Bonds of this same issue delivered hereunder ,
except that any interest which has accrued thereon shall not
be paid until the exchange has been accomplished.
Section 2. 06. Interest. The Bonds shall bear
interest at the rates set forth in Section 2. 03( 4) payable
semiannually on January I and July 1 of each year , commenc-
ing on July 1, 1987 . Each Bond shall bear interest until
the principal sum thereof has been paid; provided, however ,
that if at the maturity date of any Bond, or if the same has
been duly called for redemption, then at the date fixed for
redemption, provi-ded:,moneys are available for the payment or
redemption thereof in full accordance with the terms of this
Indenture, ,said Bond shall then cease to bear interest.
Each Bond shall bear interest from the interest
payment date next preceding the date of registration and
authentication thereof unless: ( i ) it is dated as of an
interest payment date, in which event it shall bear interest
from such interest payment date, or ( ii) it is dated prior
to the first interest payment date, in which event it shall
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bear interest from February 1, 1987 ; provided, however , that
if at the time of authentication of a Bond, interest is in
default thereon, such Bond shall bear interest from the
interest payment date to which interest has previously been
paid or made available for a payment thereon.
Section 2. 07 . Payment of Bonds . The Bonds shall
be payable in lawful money of the United States of America
at the Principal Corporate Trust Office of the Trustee in
Los Angeles, California. Interest on the Bonds (except for
the final payment of interest which shall be paid by the
Trustee (out of the appropriate fund) at the Principal
Corporate Trust Office of the Trustee) shall be paid by
check or draft to the persons whose names appear on the bond
registration books of the Trustee as the registered owners
of such Bonds at the close of business on the fifteenth day
of the month preceding such interest payment date at such
persons ' addresses as they appear on such registration books
kept by the Trustee or by wire transfer to owners of
$1,000, 000 or more in aggregate principal amount of Bonds at
such wire transfer address as such owner shall specify in a
written notice requesting payment by wire transfer delivered
to the Trustee not less than 10 days prior to such interest
payment date.
Section 2. 08 . Execution of Bonds. The Bonds shall
be executed on behalf of the Agency by the facsimile signa-
tures of its Chairman and its Secretary who are in office on
the date of adoption of this Indenture or at any time there-
after, and the seal of the Agency shall be impressed,
imprinted or reproduced by facsimile thereon. If any
officer whose signature appears on any Bond ceases to be
such officer before delivery of the Bonds to the purchaser,
such signature shall nevertheless be as effective as if the
officer had remained in office until the delivery of the
Bonds to the purchaser . Any Bond may be signed and attested
on behalf of the Agency by such persons as at the actual
date of the execution of such Bond shall be the proper
officers of the Agency although at the nominal date of such
Bond any such person shall not have been such officer of the
Agency.
Only such Bonds as shall bear thereon a certificate
of authentication and registration in the form hereinbefore
recited, executed and dated by the Trustee, shall be valid
or obligatory for any purpose or entitled to the benefits of
this Indenture, and such certificate of the Trustee shall be
conclusive evidence that the Bonds so registered have been
duly authenticated, registered and delivered hereunder and
are entitled to the benefits of this Indenture.
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( 2) Mandatory Redemption of Term Bonds. The Term
Bonds are subject to Term Bond Sinking Fund Account redemp-
tion as set forth in Section 4 .03 ( 3 ) hereof.
( 3.) Redemption Date. The date on which the Bonds
are to be presented for redemption is hereinafter sometimes
referred to as the "redemption date. "
( 4) Notice of Redemption. Notice of redemption
prior to maturity shall be given not less than 20 days nor
more than 60 days prior to the redemption date, by first-
class mail to the Original Purchaser of the Bonds and to
each of the registered owners of the Bonds designated for
redemption at their addresses appearing on the bond
registration books of the Trustee on the date such Bonds are
selected for redemption; provided, however, that neither
failure to give such notice to any such registered owners
nor any defect therein shall affect the sufficiency of the
proceedings for the redemption of any of the Bonds.
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 serial numbers of the Bonds to be redeemed by
giving the individual number of each Bond or by stating that
all Bonds between two stated numbers, both inclusive, or by
stating that all of the Bonds of one or more maturities have
been called for redemption, as to any Bond redeemed in part
only, the serial number and the principal portion thereof to
be redeemed and shall require that such Bonds be then
surrendered at the office of the Trustee, for redemption at
the said redemption price, giving notice also that further
interest on such Bonds will not accrue from and after the
redemption date.
Upon surrender of Bonds redeemed in part only, the
Agency shall execute and the Trustee shall deliver to the
registered owner at the expense of the Agency a new Bond or
Bonds, of the same series and maturity, of authorized
denominations in aggregate principal amount equal to the
unredeemed portion of the Bond or Bonds.
From and after the date fixed for redemption, if
notice of such redemption shall have been duly given and
funds available for the payment of the principal of and
interest (and premium, if any) on the Bonds so called for
redemption shall have been duly provided, such Bonds so
called shall cease to be entitled to any benefit under this
Indenture other than the right to receive payment of the
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redemption price and no interest shall accrue thereon on or
after the redemption date specified in such notice.
Whenever any Bonds are to be selected for redemp-
tion by lot, the Trustee shall determine in any manner
deemed by it to be fair , the serial numbers of the Bonds to
be redeemed and shall notify the Agency thereof.
All Bonds redeemed pursuant to this Section shall
be cancelled and shall be surrendered to the Agency.
A certificate by the Trustee that notice of
redemption has been given as herein provided shall be con-
clusive as against all parties, and no bondholder whose Bond
is called for redemption may object thereto or object to the
cessation of interest on the redemption date fixed by any
claim or showing that such holder failed to receive actual
notice of call and redemption.
( 5) Redemption Fund. Prior to the time the Agency
determines to call and redeem any of said Bonds it shall
establish with the Trustee a redemption fund to be described
or known as the Redevelopment Agency of the City of
Redlands, Redlands Redevelopment Project 1987 Tax Allocation
Refunding Bonds Redemption Fund (the "Redemption Fund" ) , and
prior to the redemption the Agency shall deposit with the
Trustee moneys available for the purpose and sufficient to
redeem, with the premiums payable as in this Indenture pro-
vided, the Bonds designated in such notice of redemption.
Said moneys shall be applied on or after the redemption date
to payment (principal and premium) for the Bonds to be
redeemed upon presentation and surrender of such Bonds and
shall be used only for that purpose. Mandatory redemptions
pursuant to the sinking fund provisions of Section 4 . 03( 3)
of this Indenture need not comply with this Section
2.13(5) . Any interest payment due on or prior to the
redemption date shall be paid from the Special Fund des-
cribed in Section 4.01 hereof, upon presentation and sur-
render thereof. If after all of the Bonds called have been
redeemed and cancelled or paid and cancelled there are
moneys remaining in said Redemption Fund, said moneys shall
be transferred to the Special Fund, provided, however , that
if said moneys are part of the proceeds of refunding bonds
said moneys shall be transferred to the fund created for the
payment of principal of and interest on such refunding
bonds.
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ARTICLE III
ISSUANCE OF BONDS, PARITY BONDS
Section 3 .01 . Issuance and Delivery of Bonds. At
any time after the execution of this Indenture the Agency
may issue and deliver Bonds in the aggregate principal
amount of Dollars ($ In accor-
dance with the provisions of Resolution No. adopted by
the Agency on February _, 1987, and a Purchase Contract
dated as of February , 1987 , the Bonds have been sold to
Seidler-Fitzgerald Pu6_1ic Finance ( the "Purchaser" ) . The
Chairman and Vice-Chairman of the Agency, the Secretary of
the Agency, the Executive Director of the Agency, the
General Counsel and other proper officers of the Agency are
hereby authorized and directed to deliver any and all
documents and instruments, to authorize the payment of Costs
of Issuance and to do and cause to be done any and all acts
and things necessary or convenient for delivery of the Bonds
to the Purchaser .
Section 3 .02. Disposition of Bond Proceeds. The
proceeds from the sale of the Bonds shall be deposited with
the Trustee who shall forthwith set aside, pay over and
deposit said proceeds as follows:
( 1) In the Interest Account, established in the
Special Fund pursuant to Section 4.03( 1) hereof, any premium
and accrued interest received upon the sale of the Bonds.
( 2) In the Reserve Account, established in the
Special Fund pursuant to Section 4.03( 4) hereof, an amount
equal to Maximum Annual Debt Service on the Bonds.
( 3) To the Escrow Agent for deposit into the 1985
Bonds Escrow Fund established under the Escrow Agreement
$ ' being an amount which will be sufficient ,
together with interest earnings thereon to defease the 1985
Bonds.
(4) In a special temporary subaccount called the
"Issuance Expense Account, " an amount estimated by the
Agency to be sufficient to pay Costs of Issuance, as set
forth in a requisition containing the respective amounts to
be paid to the designated payees, signed by the Executive
Director or by a financial officer of the Agency and deliv-
ered to the Trustee concurrently with the delivery of the
Bonds. The Trustee shall pay all Costs of Issuance upon
receipt of an invoice from any such payee which requests
payment in an amount which is less than or equal to the
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amount set forth with respect to such payee in such
requisition. The Trustee shall maintain the Issuance
Expense Account for a period of 180 days from the date of
delivery of the Bonds and then shall transfer any moneys
remaining therein to the Treasurer of the Agency for the
payment of ' any unpaid Costs of Issuance and every invoice
and requisition received thereafter by the Trustee shall be
submitted to the Agency for payment .
Section 3.03. Intentionally Omitted.
Section 3 .04. Issuance of Parity Bonds to Pay
Project Costs. If at any time the Agency determines that it
will not have sufficient moneys available from other sources
to pay its share of the costs of the Redevelopment Project,
the Agency may provide for the issuance of, and sell, Parity
Bonds in such principal amount as it estimates will be
needed for such purpose, subject to the following conditions
precedent to such sale:
(1) The Agency shall be in compliance with all
covenants set forth in this Indenture.
(2) The Parity Bonds shall be on such terms and
conditions as may be set forth in a Supplemental Indenture,
which shall provide for ( i) bonds substantially in accor-
dance with this Indenture, ( ii ) bonds maturing in such
amounts and at such times as to provide level annual debt
service, ( iii ) such Parity Bonds shall not have a final
maturity prior to the final maturity of the Bonds issued
pursuant to this Indenture, and ( iv) the deposit of a
portion of the Parity Bond proceeds into the Reserve Account
in an amount sufficient, together with the balance of the
Reserve Account, to equal Maximum Annual Debt Service on all
Bonds including the Bonds issued pursuant to this Indenture
and Parity Bonds;
( 3) Tax Revenues to be received by the Agency for
the current Fiscal Year during which the calculation is
made, based upon . the,most recent assessed valuation of tax-
able property in the- - Redevelopment Project Area, are at
least equal to 125% of the Maximum Annual Debt Service on
all Bonds, Parity . Bonds and any loans, advances or
indebtedness payable from Tax Revenues pursuant to Section
33670 of the Law, which will be outstanding following the
issuance of such Parity Bonds;
( 4) Tax Revenues to be received by the Agency for
the Fiscal Year prior to the Fiscal Year in which the calcu-
lation is made, based upon the most recent assessed valua-
tion of taxable property in the Redevelopment Project Area,
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are at least equal to 100% of the Maximum Annual Debt
Service on all Bonds, Parity Bonds and any loans, advances
or indebtedness payable from Tax Revenues pursuant to
Section 33670 of the Law, which will be outstanding
following the issuance of such Parity Bonds;
( 5) The issuance of such Parity Bonds shall have
been recommended by an opinion of an Independent Financial
Consultant .
Section 3. 05 . Validity of the Bonds. The validity
of the authorization and issuance of the Bonds shall not be
dependent upon the completion of the Redevelopment Project
or upon the performance by any person of his obligation with
respect to the Redevelopment Project.
ARTICLE IV
THE TAX REVENUES; SPECIAL FUND AND ACCOUNTS; SURPLUS
Section 4.01. Pledge of Tax Revenues; Establish-
ment of Special Fund. All the Tax Revenues and all money in
the funds and accounts provided for in this Section and
Section 4. 03 are hereby irrevocably pledged to the punctual
payment of the interest on and principal of and redemption
premiums, if any, on the Bonds, and the Tax Revenues and
such other pledged money shall not be used in any manner
other than those specified in this Indenture while any of
the Bonds remain outstanding. This pledge shall constitute
a first and exclusive lien on the Tax Revenues and such
other money for the payment of the Bonds in accordance with
the terms thereof. All the Tax Revenues, together with any
interest earned thereon, shall, so long as any Bonds shall
be outstanding hereunder , be deposited when and as received
by the Agency in the "Redevelopment Agency of the City of
Redlands, Redlands Redevelopment Project, Special Fund" (the
"Special Fund" ) , which fund is hereby created and which
shall be maintained by the Trustee as a separate account,
distinct from all other funds of the Agency so long as any
Bonds shall be outstanding hereunder . Notwithstanding the
foregoing, there shall not be deposited with the Trustee for
deposit in the Special Fund any taxes eligible for alloca-
tion to the Agency pursuant to the Law in an amount in
excess of that amount which, together with all money then on
deposit with the Trustee in the Special Fund and the
accounts therein, shall be sufficient to discharge all
Outstanding Bonds as provided in Section 9.03 .
Section 4.02. Receipt and Deposit of Tax Reve-
nues. The Agency covenants and agrees that all Tax Reve-
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nues, when and as received, will be received by the Agency
in trust hereunder and will be deposited by the Agency with
the Trustee for deposit in the Special Fund and will be
accounted for through and held in trust in the Special Fund,
and the Agency shall have no beneficial right or interest in
any of such money, except only as provided in this Inden-
ture. All such Tax Revenues, whether received by the Agency
in trust or deposited with the Trustee for deposit in the
Special Fund, all as herein provided, shall nevertheless be
disbursed, allocated and applied solely to the uses and
purposes hereinafter in this Indenture set forth, and shall
be accounted for separately and apart from all other money,
funds, accounts or other resources of the Agency.
Section 4 .03. Establishment and Maintenance of
Accounts for Use of Money in the Special Fund. All money in
the Special Fund shall be tranferred and set aside by the
Trustee in the following respective accounts in the
following order of priority:
( 1) Interest Account,
( 2) Serial Bond Payment Account,
( 3) Term Bond Sinking Fund Account,
( 4) Reserve Account, and
( 5) Surplus.
All money in each of the accounts in (1) through (4) above
(each of which is hereby created and each of which the
Agency hereby covenants and agrees to cause to be main-
tained) shall be held by the Trustee and shall be applied,
used and withdrawn only for the purposes hereinafter
authorized in this Section 4.03.
( 1) Interest Account. On or before June 15, 1987,
and on each June 15 and December 15 thereafter, the Trustee
shall set aside from the Special Fund and deposit in the
Interest Account an amount of money which, together with any
money contained therein, is equal to the aggregate amount of
the interest becoming due and payable on all Outstanding
Bonds on the next succeeding interest payment date. No
deposit need be made into the Interest Account if the amount
contained therein is at least equal to the aggregate amount
of the interest becoming due and payable on all Outstanding
Bonds on the next succeeding interest payment date. All
money in the Interest Account shall be used and withdrawn by
the Trustee solely for the purpose of paying the interest on
the Bonds as it shall become due and payable ( including
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accrued interest on any Bonds purchased or redeemed prior to
maturity) .
( 2) Serial Bond Payment Account. After the
deposits have been made pursuant to paragraph (1) above, the
Trustee shall
11 set aside from the Special Fund and deposit in
the Serial Bond Payment Account an amount of money which,
together with any money contained therein, on June 15 of
each year is equal to the aggregate amount of the principal
becoming due and payable on the then Outstanding Serial
Bonds on the next succeeding July 1 . No deposit need be
made into the Serial Bond Payment Account if the amount
contained therein is at least equal to the principal amount
of all Outstanding Serial Bonds maturing by their terms on
the next succeeding July 1. All money in the Serial Bond
Payment Account shall be used by the Trustee solely for the
purpose of paying the principal of the Serial Bonds as they
shall become due and payable.
(3) Term Bond Sinking Fund Account. After the
deposits have been made as required in paragraphs (1) and
( 2) above, commencing June 15, 2001, the Trustee will set
aside from the Special Fund and deposit in the Term Bond
Sinking Fund Account, an amount of money equal to, but not
greater than, the Mandatory Sinking Fund Account Payment
required to be deposited therein, so that the balance in
said Account on July 1 of each year corresponds to the
applicable amount for each year as set forth in the follow-
ing table:
Year Amount Year Amount
2001 2009
2002 2010
2003 2011
2004 2012
2005 2013
2006 2014
2007 2015(maturity)
2008
The Agency hereby covenants and agrees with the holders of
the Term Bonds to call and redeem Term Bonds (without pre-
mium) from the Term Bond Sinking Fund Account pursuant to
and in accordance with the schedule set forth in this para-
graph, and in accordance with the provisions of Section
2.13( 4) hereof. All Term Bonds redeemed pursuant to this
Section 4.03(3) shall be cancelled.
No deposit shall be made into the Term Bond Sink-
ing Fund Account if the amount contained therein is at least
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equal to the aggregate amount of all Mandatory Sinking Fund
Account Payments required to have been made by the year
ending on the next succeeding July 1.
All money in the Term Bond Sinking Fund Account
shall be used and withdrawn by the Trustee only to redeem
Term Bonds.
(4) Reserve Account. After deposits have been
made pursuant to paragraphs (1) , (2) and (3) above, the
Trustee shall set aside from the Special Fund and deposit in
the Reserve Account an amount of money, if any, required to
maintain the Reserve Account in the full amount of maximum
Annual Debt Service. No deposit need be made in the Reserve
Account so long as there shall be on deposit therein a sum
equal to at least the amount required by this paragraph to
be on deposit therein. All money in the Reserve Account
shall be used and withdrawn by the Trustee solely for the
purpose of replenishing the Interest Account, the Serial
Bond Payment Account or the Term Bond Sinking Fund Account,
in such order, in the event of any deficiency at any time in
any of such accounts, or for the purpose of paying the
interest on or principal of or redemption premiums, if any,
on the Bonds in the event that no other money of the Agency
is lawfully available therefor, or for the retirement of all
the Bonds then Outstanding, except that so long as the
Agency is not in default hereunder, any amount in the
Reserve Account in excess of the amount required by this
paragraph to be on deposit therein except as herein
otherwise provided, shall be transferred to the Interest
Account.
( 5) Surplus. Any moneys remaining in the Special
Fund after the above-described transfers have been made,
may, upon receipt of a Tax-Revenue Certificate of an Inde-
pendent Financial Consultant certifying that Tax Revenues to
be received in the next succeeding Bond Year, based upon the
most recent assessed valuations, are sufficient to produce
Tax Revenues in an amount that is equal to one hundred
twenty-five percent (1250 of the Annual Debt Service for
such year, be declared "Surplus, " shall be transferred by
the Trustee to the Agency and shall be used by the Agency
for any lawful purpose.
Section 4.04. Deposit and Investment of Money in
Funds and Accounts. All money held by the Agency or Trustee
in any of the funds established pursuant to this Indenture
shall be invested and reinvested in Permitted Investments.
The investments held by the Trustee shall be valued by the
Trustee in accordance with the definition of "Value" set
forth in this Indenture. Investments of money in the
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Special Fund ( including money in the Interest Account, the
Serial Bond Payment Account, or the Term Bond Sinking Fund
Account) must mature no later than the date at which such
money is estimated to be required to be paid out here-
under . Investments of money in the Redevelopment Fund must
mature not. later than the date on which such money is
estimated to be required to be paid out hereunder. Moneys
in the Reserve Account shall be invested in Permitted
Investments which will by their terms mature within such
time as may be recommended by an Independent Financial
Consultant. Money in the Reserve Account may, and upon
written request of the Agency shall, be invested by the
Trustee in Permitted Investments, half of which shall mature
not more than three ( 3) years from the date of purchase by
the Trustee and the balance of which shall mature not more
than ten (10) years from the date of purchase by the Trustee
provided that no such security shall mature later than the
final maturity of the Bonds. All investment income other
than Excess Investment Earnings on any money so invested
shall be transferred to the Agency, except, in any case,
investment income on money in the Reserve Account, which
shall be deposited in the Special Fund or the Rebate Fund as
applicable. Funds held by the Trustee in any account or
subaccount established pursuant to the terms of this
Indenture may be employed by the Trustee to purchase
Permitted Investments as directed by Written Investment
Direction delivered to the Trustee at least two Business
Days prior to the date such investments are to be made. To
the extent that direction is not received by the Trustee
with respect to funds then available for investment, the
Trustee shall hold such funds uninvested.
Section 4.05. Rebate of Excess Investment
Earnings to the United States.
(a) The Agency shall calculate or cause to be
calculated Excess Investment Earnings in accordance with
subsection (b) hereof and shall pay or cause the Trustee to
pay Excess Investment Earnings to the United States in
accordance with subsection (c) hereof. The term "Excess
Investment Earnings" means an amount equal to the sum of :
M the excess of
(A) the aggregate amount earned from the
date of execution hereof on all Nonpurpose
Investments in which Gross Proceeds are invested
(other than amounts attributable to an excess
described in this paragraph ( i) ) , over
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(B) the amount that would have been earned
if the Yield on such Nonpurpose Investments (other
than amounts attributable to an excess described
in this paragraph ( i ) ) had been equal to the Yield
on the Bonds, plus
. ( ii) any income attributable to the excess
described in paragraph ( i) .
(b) Prior to the first Payment Period, the Agency
shall calculate the Excess Investment Earnings referenced in
paragraph (i ) of subsection (a) . Thereafter, prior to each
subsequent Payment Period and on the date of the prepayment
of the Bonds, the Agency shall calculate the amount of
Excess Investment Earnings referenced in paragraphs ( i ) and
( ii) of subsection (a) .
( 1) Except as provided in clause ( 2) below
in determining the amount described in paragraph ( i) (A) of
subsection (a) , the aggregate amount earned on Nonpurpose
Investments shall mean ( i) all income realized under federal
income tax accounting principles (whether or not the person
earning such income is subject to federal income tax) with
respect to such Nonpurpose Investments and with respect to
the reinvestment of the transaction costs incurred in
acquiring, carrying, selling or redeeming such Nonpurpose
Investments, including, but not limited to, gain or loss
realized on the disposition of such Nonpurpose Investments
(without regard to when such gains are taken into account
under Section 453 of the Code relating to taxable year of
inclusion of gross income) , and income under Section 1272 of
the Code ( relating to original issue discount) and ( ii) any
unrealized gain or loss as of the date of prepayment of the
Bonds in the event that any Nonpurpose Investment is
retained after such date.
( 2) In determining the amount described in
paragraph ( i ) of subsection (a) , an obligation or security
shall be treated as acquired for its fair market value at
the time it becomes a Nonpurpose Investment, so that gain or
loss on the disposition of such obligation, security or
investment shall be computed with reference ' to such fair
market value as its adjusted basis.
(3) In determining the amount described in
paragraph ( i) (B) of subsection (a) , the Yield on the Bonds
shall be determined based on the actual Yield on the Bonds
during the period between February 1, 1988, and the date the
computation is made (with adjustments for discount or
premium) .
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( 4) In determining the amount described in
paragraph ( ii ) of subsection (a) , all income attributable to
the excess described in paragraph ( i ) of subsection (a) must
be taken into account, whether or not that income exceeds
the Yield on the Bonds, and no amount may be treated as
"negative a.rbitrage. "
( 5) In determining the amount described in
subsection (a) , there shall be excluded any amount earned on
any fund or account which is used primarily to achieve a
proper matching of revenues and debt service within each
Payment Period and which is depleted at least once a year
except for a reasonable carryover amount not in excess of
the greater of one year ' s earnings on such fund or account
or one-twelfth of annual debt. service as well as amounts
earned on said earnings if the gross earnings on all such
funds and accounts for the Payment Period is less than
$100,000.
(c) The Trustee shall pay Excess Investment
Earnings to the United States solely from moneys on deposit
in the Rebate Fund in installments in accordance with the
written directions of the Agency with the first payment to
be made not later than thirty ( 30) days after the end of the
fifth Payment Period and with subsequent payments to be made
not later than five (5) years after the preceding payment
was due. The Agency shall assure that each installment is
in an amount equal to at least ninety percent (90%) of the
Excess Investment Earnings with respect to the Bonds as of
the close of the computation period. Not later than thirty
(30) days after the prepayment of the Bonds, the Trustee
shall pay 100% of the theretofore unpaid Excess Investment
Earnings to the United States as certified to it by the
Agency, which shall advise it of the necessary amounts prior
to such prepayment. The Trustee shall remit such payments
to the United States at the address prescribed by the
applicable regulations as the same may be from time to time
in effect with such reports and statements as may be
prescribed by such regulation, which address shall be
provided to it by the Agency.
((I) In order to assure that Excess Investment
Earnings are paid to the United States rather than to a
third party, the Agency shall, by written Investment
Direction submitted at least two Business Days prior to the
date the investment is to be made, direct the Trustee to
invest such moneys in certificates of deposit and in
investment contracts in accordance with the applicable
regulations therefor as are from time to time in effect.
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(e) The Agency shall keep, and retain for a
period of six (6) years following the prepayment or payment
at maturity of the Bonds, records of the determinations made
pursuant to this Section 4.05.
( f) Notwithstanding anything in this Section 4.05
to the contrary, the Trustee shall have no obligation here-
under except to follow the directions of the Agency with
respect to the matters set forth herein.
(g) All Excess Investment Earnings shall be
transferred immediately to the Rebate Fund.
Section 4.06. Rebate Fund.
(a) The Trustee shall establish a special fund
designated as the "Rebate Fund. " The Rebate Fund shall not
be subject to the lien of this Indenture. The Trustee shall
establish and maintain within the Rebate Fund an "Excess
Earnings Account" and an "Investment Account. " The Trustee
shall establish and maintain any such subaccounts within the
Excess Earnings Account and Investment Account as may be
reasonably requested by the Agency.
(b) Notwithstanding anything contained in this
Trust Indenture to the contrary, there shall be deposited in
the Excess Earnings Account of the Rebate Fund all Excess
Investment Earnings determined from time to time pursuant to
Section 4. 05 hereof and all amounts deposited by the Agency
with instructions to deposit such moneys into the Rebate
Fund. All income or other gain from the investment of
moneys in the Rebate Fund shall be deposited in the Invest-
ment Account of the Rebate Fund.
(c) The Trustee, in accordance with instructions
of the Agency, shall apply such funds on deposit in the
Rebate Fund on behalf of the Agency, to the extent required
to make payments to the United States of America in respect
of the Bonds, at the times and in the manner required by
Section 4.05 hereof.
(d) In the event that as of the end of any
Payment Period the amount required to be deposited in the
Rebate Fund exceeds the amount then available in the funds
and accounts established pursuant hereto, the Agency agrees
to promptly remit to the Trustee an amount sufficient to
make up the deficiency. The Trustee shall immediately
deposit in the Excess Earnings Account of the Rebate Fund
all such amounts so received and identified as such by the
Agency.
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(e) The Trustee agrees, on behalf of the Agency,
to keep and maintain all records required to be maintained
by it pursuant to, and as and to the extent required by, the
Code as instructed by the Agency. This covenant shall
survive the defeasance of this Indenture.
Section 4.07. Insurance Policy Provisions. As
long as the Insurance Policy shall be in full force and
effect, the Trustee agrees to comply with the following
provisions:
(a) If five (5) days prior to each January 1
and July 1 the Trustee determines that there will be
insufficient funds in the Special Fund to pay the principal
of or interest on the Bonds on such January 1 or July 1, as
applicable, the Trustee shall so notify AMBAC. Such notice
shall specify the amount of the anticipated deficiency, the
Bonds to which such deficiency is applicable, and whether
such Bonds will be deficient as to principal or interest, or
both.
(b) The Trustee shall, after giving notice
to AMBAC as provided in (a) above, make available to AMBAC
and the United States Trust Company of New York, as insuance
trustee for AMBAC, the registration books maintained by the
Trustee, and all records relating to the funds and accounts
maintained under this Indenture.
(c) The Trustee shall provide AMBAC and the
United States Trust Company of New York with a list of
Bondowners entitled to receive principal or interest
payments from AMBAC under the terms of the Insurance Policy,
and shall make arrangements with United States Trust Company
of New York ( i) to mail checks or drafts to the Bondowners
entitled to receive full or partial interest payments from
AMBAC, and (ii) to pay principal upon Bonds surrendered to
United States Trust Company of New York by the Bondowners
entitled to receive full or partial principal payment's from
AMBAC.
(d) The Trustee shall, at the time it
provides notice to AMBAC pursuant to subsection (a) above,
notify Bondowners entitled to receive the payment of
principal "or interest thereon from AMBAC ( i) as to the fact
of such entitlement, ( ii) that AMBAC will remit to them all
or a part of the interest payments next coming due, ( iii)
that should they be entitled to receive full payment of
principal from AMBAC, they must tender their Bonds (along
with a form of transfer of title thereto) for payment to
United States Trust Company of New York, as insurance
trustee for AMBAC, and not the Trustee, and ( iv) that should
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they be entitled to receive partial payment of principal
from AMBAC, they must tender their Bonds for payment thereon
first to the Trustee, who shall note on such Bonds the
portion of the principal paid by the Trustee, and then,
along with a form of transfer of title thereto, to United
States Trust Company of New York, as insurance trustee for
AMBAC, which will then pay the unpaid portion of principal
thereon.
(e) AMBAC shall, to the extent it makes
payment of principal of or interest on Bonds, become
subrogated to the rights of the recipients of such payments
in accordance with the terms of the Insurance Policy, and to
evidence such subrogations ( i) in the case of subrogation as
to claims for past due interest, the Trustee shall note
AMBAC' s rights as subrogee on the registration books
maintained by the Trustee pursuant to Section 2. 11 hereof
upon receipt from AMBAC of proof of the payment of interest
to the Owners of such Bonds, and (ii) in the case of
subrogation as to claims for past due principal, the Trustee
shall note AMBAC's rights as subrogee on such registration
books upon surrender of the Bonds by the Owners thereof
together with proof of the payment of principal thereof.
ARTICLE V
OTHER COVENANTS OF THE AGENCY
Section 5. 01. Completion of Project. The Agency
covenants and agrees that itwilldiligently carry out and
continue to completion, with all practicable dispatch, the
Redevelopment Project in accordance with its duty so to do
under and in accordance with the Law and the Redevelopment
Plan and in a sound and economical manner. The Redevelop-
ment Plan may be amended as provided in the Law but no
amendment shall be made which would substantially impair the
security of the Bonds or the rights of the bondholders.
Section 5.02. Deposit of Proceeds; Management of
Properties. The Agency covenants and agrees that the
proceeds of the sale of the Bonds will be deposited and used
as provided in this Indenture and that it will manage and
operate all properties owned by it and comprising any part
of the Redevelopment Project in a sound and businesslike
manner.
Section 5.03. Against Issuance of Other
Obligations; Exceptions. The Agency covenants and agrees
that, except as permitted in Section 3.04 hereof, it will
not issue any other obligations, the principal or interest
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of which is payable from the Tax Revenues, which have, or
purport to have, any lien upon the Tax Revenues superior to
or on a parity with the lien of the Bonds; provided, how-
ever , that nothing in this Indenture shall prevent the
Agency from issuing and selling pursuant to law refunding
bonds or other refunding obligations payable from and having
a first lien upon the Tax Revenues if such refunding bonds
or other refunding obligations are issued for the purpose
of, and are sufficient for the purpose of, refunding all of
the Bonds authorized by this Indenture and then Outstanding.
Section 5.04 . Punctual Payment. The Agency
covenants and agrees that it will duly and punctually pay or
cause to be paid the principal of and interest on each of
the Bonds issued hereunder on the date, at the place and in
the manner provided in said Bonds, solely from the Tax
Revenues and other funds as herein provided. The Agency
further covenants that it will comply with the requirements
of Section 33675 of the Law, including the filing of a
'statement of indebtedness" with the County Auditor-
Controller .
Section 5. 05. Against Encumbrances. The Agency
covenants and agrees that it will from time to time pay and
discharge, or cause to be paid and discharged, all payments
in lieu of taxes, service charges, assessments or other
governmental charges which may lawfully be imposed upon the
Agency or any of the properties then owned by it in the
Redevelopment Project Area, or upon the revenues and income
therefrom and will pay all lawful claims for labor, material
and supplies which if unpaid might become a lien or charge
upon any of said properties, revenues or income or which
might impair the security of the Bonds or the use of Tax
Revenues or other funds to pay the principal of and interest
thereon, all to the end that the priority and security of
said Bonds shall be preserved; provided that nothing in this
Section 5 .05 shall require the Agency to make any such
payment so long as the Agency in good faith shall contest
the validity thereof.
Section 5.06. Books and Records; Financial
Statement. The Agency covenants and agrees that it will at
all times keep, or cause to be kept, proper and current
books and ' accounts (separate from all other records and
accounts) in which complete and accurate entries shall be
made of all transactions relating to the Redevelopment Pro-
ject and the Tax Revenues and other funds herein provided
for, and will prepare within 180 days after the close of
each of its fiscal years a complete financial statement or
statements for such year in reasonable detail covering such
Redevelopment Project, Tax Revenues and other funds, certi-
fied by a certified public accountant or firm of certified
public accountants selected by the Agency, and will furnish
a copy of such statement or statements to the Trustee, and
to any bondholder upon written request of such bondholder .
Section 5.07. Proceeds of Eminent Domain or Other
Taking. The Agency covenants and agrees that if all or any
part of the Redevelopment Project Area should be taken from
it, by eminent domain proceedings or other proceedings
authorized by law, for any public or other use under which
the property will be tax exempt, the net proceeds realized
by the Agency therefrom will be deposited in the Special
Fund and used and applied for the purpose of paying prin-
cipal of and interest on said Bonds and any Parity Bonds;
provided that the net proceeds realized by the Agency from
such taking of any part of the Redevelopment Project Area
the redevelopment of which was financed by the Agency
through the issuance of lease revenue bonds will be
deposited, used and applied in the manner provided by the
indenture or resolution authorizing issuance of such lease
revenue bonds.
Section 5.08. Limit on Disposition of Property.
The Agency covenants and agrees that it will not dispose of
more than 10% of the assessed value of land or real property
or 10% of the land area in the Redevelopment Project Area
(except property shown in the Redevelopment Plan in effect
on the date of this Indenture as planned for public use, or
property to be used for public streets, public off-street
parking, sewage facilities, easements or rights of way for
public utilities, or other similar uses) to public bodies or
other persons or entities whose property is tax exempt if as
a result of such disposition the security of the Bonds or
the rights of bondholders would be substantially impaired.
Nonimpairment of bondholder rights or Bond security shall be
shown by an Opinion of Counsel, based upon the certificate
or opinion of an Independent Financial Consultant appointed
by the Agency.
Section 5.09. Protection of Security and Rights
of Bondowners. The Agency covenants and agrees to preserve
and protect the security of the Bonds and the rights of the
bondholders and to defend their rights under all claims and
demands of, all persons. Without limiting the generality of
the foregoing, the Agency covenants and agrees to contest by
court action or otherwise (a) the assertion by any officer
of any government unit or any other person whatsoever
against the Agency that ( i) the Law or the Refunding Law is
unconstitutional or ( ii) that the Tax Revenues cannot be
paid by the Agency for the debt service on the Bonds, or
(b) any other action affecting the validity of the Bonds or
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diluting the security therefor, or (c) any assertion by the
United States of America or any department or agency thereof
or any other person that the interest received by the
bondholders is taxable under federal income tax laws. The
Agency covenants and agrees to take no action which, based
on an Opinion of Counsel, would result in (a) the Tax
Revenues being withheld unless the withholding thereof is
being contested in good faith, or (b) the interest received
by the bondholders becoming taxable under federal income tax
laws.
Section 5. 10. Non-Arbitrage Bonds. The Agency
covenants with the holders of all the Bonds at any time
Outstanding that it will make no use of the proceeds of the
Bonds which will cause the Bonds to be "arbitrage bonds"
subject to federal income taxation by reason of Section 103
or Section 148 or any successor section of the Code. To
that end, so long as any of the Bonds are Outstanding, the
Agency, with respect to the proceeds of the Bonds, shall
comply with all requirements of said Section 103 and
Section 148 or any successor section and all regulations of
the United States Department of the Treasury issued
thereunder, to the extent that such requirements are, at the
time, applicable and in effect.
Section 5. 11. Private Activity Bonds. The Agency
covenants that it will make no use of the proceeds of the
Bonds so as to cause the Bonds to be "private activity
bonds" within the meaning of Section 141 of the Code. To
this end: (i ) no amount of excess of five percent ( 5%) of
the proceeds of the Bonds shall be used directly or
indirectly to make loans to persons other than governmental
units; and ( ii) no amount in excess of ten percent ( 10%) of
the amount of interest and principal payable on the Bonds
shall be payable from sources other than Tax Revenues,
unless in either case the Agency first obtains an Opinion of
Counsel to the effect that such action will not adversely
affect the exemption from federal income taxation of
interest on the Bonds.
Section 5.12. Compliance with the Code. The
Agency covenants to take any and all action and to refrain
from taking such action, which, in the opinion of nationally
recognized, bond counsel, is necessary in order to comply
with the Code or any technical corrections thereto having
the same effective date as the Code in order to maintain the
exclusion from federal income taxation pursuant to Section
103 of the Code of the interest on the Bonds paid by the
Agency and received by the bondholders.
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Section 5 . 13. Restriction on Yield on Proceeds of
1985 Bonds. To the extent the Agency holds proceeds of the
1985 Bonds in any fund or account, said moneys shall be
invested so that the aggregate yield thereon does not exceed
the Yield on the 1985 Bonds, or such other yield as the
Agency may establish; provided that prior to establishing a
yield higher than the yield on the 1985 Bonds, the Agency
shall receive an opinion of nationally recognized bond
counsel to the effect that investing such moneys at such
higher yield will not adversely affect the exemption from
federal income taxation of the interest on the Bonds.
Additionally, to the extent proceeds of the Bonds are
applied to the payment of principal on the 1985 Bonds while
the Agency holds proceeds of the 1985 Bonds, then a
percentage of said proceeds of the 1985 Bonds so held by the
Agency shall be invested at a yield not in excess of the
Yield on the Bonds, said percentage being the ratio that the
principal amount of the 1985 Bonds, in the aggregate, so
paid from the proceeds of the Bonds bears to the initial
outstanding principal amount of the 1985 Bonds.
Section 5.14. Limit on Indebtedness. The Agency
covenants with the holders of all of the Bonds at any time
Outstanding that it has not and will not incur any loans,
obligations or indebtedness repayable from the Tax Revenues
such that the total aggregate debt service on said loans,
obligations or indebtedness incurred from and after the date
of adoption of the Redevelopment Plan, when added to the
total aggregate debt service on the Bonds, will exceed the
maximum amount of Tax Revenues to be divided and allocated
to the Agency pursuant to the Redevelopment Plan.
Section 5.15. Taxation of Leased Property. When-
ever any property in the Redevelopment Project Area has been
redeveloped and thereafter is leased by the Agency to any
person or persons (other than the City of Redlands or any
public instrumentality thereof) or whenever the Agency
leases real property in the Redevelopment Project Area to
any person or persons (other than the City of Redlands) for
redevelopment, the property shall be assessed and taxed in
the same manner as privately owned property, as required by
Section 33673 of the Health and Safety Code.
Section 5.16. Limitation on Costs of Issuance.
The Agency shall assure that, from the proceeds of the Bonds
received from the original purchaser on the date the Bonds
are delivered to the original purchaser and investment
earnings thereon, an amount not in excess of two percent
( 2%) of the face amount of the Bonds shall be used to pay
for, or provide for the payment of, Costs of Issuance. For
this purpose, if the fees of the original purchaser are
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retained as a discount on the purchase of the Bonds, such
retention shall be deemed to be an expenditure of proceeds
of the Bonds for said fees.
ARTICLE VI
THE TRUSTEE
Section 6 .01 . Appointment of Trustee. The Agency
hereby appoints , Los
Angeles, California, as Trustee to act as the agent and
depositary of the Agency for the purpose of receiving Tax
Revenues and other moneys as provided in this Indenture, to
hold, allocate, use and apply such Tax Revenues and other
moneys as provided in this Indenture, and to perform such
other duties and powers of the Trustee as are prescribed in
this Indenture.
The Trustee shall signify its acceptance of the
duties and obligations imposed upon it by this Indenture by
executing and delivering to the Agency a written acceptance
thereof, and by executing and delivering such acceptance,
the Trustee shall be deemed to have accepted such duties and
obligations, but only upon the terms and conditions set
forth in this Indenture.
The Agency may, with the written approval of
AMBAC, remove the Trustee initially appointed or any
successor thereto and appoint a successor Trustee but any
successor shall be a bank or trust company having a combined
capital, surplus and undivided profits of at least
$50,000,000. In the event that the Trustee or any successor
becomes incapable of acting as such, the Agency shall, with
the written approval of AMBAC, forthwith appoint a substi-
tute Trustee. Any bank or trust company into which the
Trustee may be merged or with which it may be consolidated
shall become the Trustee without action of the Agency. The
Trustee may become the owner of any of the Bonds authorized
by this Indenture with the same rights it would have had if
it were not the Trustee.
The Trustee may at any time resign by giving
written notice to the Agency and AMBAC and by giving to the
Bondowners notice by first-class mail of such resignation.
Upon receiving notice of such resignation the Agency, with
the written approval of AMBAC, shall promptly appoint a
successor Trustee by an instrument in writing. Any resig-
nation or removal of the Trustee and appointment of a
successor Trustee shall become effective upon acceptance of
appointment by the successor Trustee.
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If the Agency does not appoint a successor Trustee
within sixty ( 60) days following the giving of any notice of
removal or receipt of any notice of resignation, the removed
or resigning Trustee may petition any appropriate court
having jurisdiction to appoint a successor Trustee.
Except during the continuance of an Event of
Default,
(a) the Trustee undertakes to perform such duties
and only such duties as are specifically set forth in this
Trust Indenture and no implied covenants or obligations
shall be read into this Trust Indenture against the Trustee;
and
(b) in the absence of bad faith on its part, the
Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the
Trustee and conforming to the requirements of this Trust
Indenture.
In case an Event of Default has occurred and is
continuing, the Trustee shall exercise such rights and
powers vested in it by this Trust Indenture, and use the
same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in
the conduct of his own affairs.
The Trustee may rely and shall be protected in
acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order , bond or other paper or
document believed by it to be genuine and to have been
signed or presented by the proper party or parties. The
Trustee may consult with counsel, which may be counsel for
the Agency, and the written advice of such counsel shall be
full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder in
good faith and in reliance thereon.
The Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this
Trust Indenture at the request or direction of any Bond-
holder pursuant to this Trust Indenture unelss such Bond-
holder shall have offered to the Trustee reasonable security
or indemnity against the costs,, expenses and liabilities
which might be incurred by it in compliance with such
request or direction.
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The Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys and the
Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed
with due care by it hereunder.
Section 6.02. Compensation and Indemnity. The
Agency agrees to pay the Trustee for its services (this
payment shall not be limited by any provision of law
affecting the compensation of a Trustee) . Further the
Agency shall pay or reimburse the Trustee upon its request
for all reasonable expenses of the Trustee, including the
reasonable compensation and the expenses of its counsel .
The Agency agrees to indemnify and hold harmless the Trustee
against all claims, demands, losses, damages, liabilities or
expenses (including but not limited to reasonable attorneys '
fees) relating to ( i ) Trustee exercising its rights or
performing its duties under this Indenture or ( ii ) the
Trustee being appointed and serving as such under this
Indenture, or ( iii ) otherwise relating to this Indenture or
the Bonds, except to the extent resulting from Trustee ' s own
negligence or willful misconduct. The Trustee is not
accountable for the use by the Agency of funds which the
Trustee releases to the Agency or which the Agency otherwise
receives, or for the adequacy or validity of any collateral
or security interest securing this Indenture or the Bonds.
The Trustee has no obligation to incur individual financial
or other liability or risk in performing any duty or in
exercising any right. The Trustee in its individual or
other capacity, may become the owner or pledgee of the Bonds
with the same rights it would have if it were not the
Trustee.
The Trustee shall not be deemed to have knowledge
of any event of default hereunder until it has actual know-
ledge that an event of default exists or has received
written notice that an event of default exists. The Trustee
shall not be bound to ascertain or inquire as to the
performance or observance by any other party of any of the
terms conditions, covenants or agreements herein or in any
of the documents executed in connection with the Bonds.
Section 6.03. Liability of Trustee. The recitals
of fact and all promises, covenants and agreements contained
herein and in the Bonds of said authorized issue shall be
taken as statements, promises, covenants and agreements of
the Agency, and the Trustee assumes no responsibility for
the correctness of the same, and makes no representations as
to the validity or sufficiency of this Indenture or of the
Bonds, and shall incur no responsibility in respect thereof,
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other than in connection with the duties or obligations
herein or in the Bonds assigned to or imposed upon the
Trustee. The Trustee shall not be liable in connection with
the performance of its duties hereunder, except for its own
negligence or willful misconduct.
Section 6.04. Notice to Agents. The Trustee
shall be protected in acting upon any notice, resolution,
request, consent, order, certificate, report, warrant, Bond
or other paper or document believed by it to be genuine and
to have been signed or presented by the proper party or
proper parties. The Trustee may consult with counsel, who
may be of counsel to the Agency, with regard to legal
questions, and the opinion of such counsel shall be full and
complete authorization and protection in respect of any
action taken or suffered by it hereunder in good faith and
in accordance therewith.
The Trustee shall not be bound to recognize any
person as the owner of a Bond unless and until such Bond is
submitted for inspection, if required, and his title thereto
satisfactorily established if disputed.
Whenever in the administration of its duties under
this Indenture the Trustee shall deem it necessary or
desirable that a matter be proved or established prior to
taking or suffering any action hereunder such matter (unless
other evidence in respect thereof be herein specifically
prescribed) may, in the absence of bad faith on the part of
the Trustee be deemed to be conclusively proved and estab-
lished by a certificate of the Agency and such certificate
shall be full warrant to the Trustee for any action taken or
suffered under the provisions of this Indenture or any
Supplemental Indenture upon the faith thereof, but in its
discretion the Trustee may, in lieu thereof, accept other
evidence of such matter or may require such additional
evidence as to it may seem reasonable.
ARTICLE VII
MODIFICATION OR AMENDMENT OF INDENTURE
Section 7.01. Amendments Without Consent of Bond-
holders or AMBAC. This indenture and the rights an
obligations of the Agency and of the owners of the Bonds may
also be modified or amended at any time by a Supplemental
Indenture, without the consent of any Bondowners, but only
to the extent permitted by law and only for any one or more
of the following purposes:
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(a) to add to the covenants and agreements of the
Agency in this Indenture contained, other covenants and
agreements thereafter to be observed or to limit or surren-
der any right or power herein reserved to or conferred upon
the Agency;
(b) to make modifications not affecting any out-
standing series of Bonds of the Agency;
(c) with the written consent of the Trustee, to
make such provisions for the purpose of curing any ambi-
guity, or of curing, correcting or supplementing any defec-
tive provision contained in this Indenture, or in regard to
questions arising under this Indenture, as the Agency and
the Trustee may deem necessary or desirable and not incon-
sistent with this Indenture, and which shall not adversely
affect the rights of the owners of the Bonds; and
(d) to provide for the issuance of any Parity
Bonds, and to provide the terms and conditions under which
such Parity Bonds may be issued, subject to and in accor-
dance with the provisions of Section 3. 04 hereof.
Section 7.02 . Amendments with Consent of Bond-
holders and AMBAC. This Indenture, and the rights and
obligations of the Agency of the holders of the Bonds issued
hereunder, may be modified or amended at any time by Supple-
mental Indenture and with the consent of bondholders holding
sixty percent ( 60%) in aggregate principal amount of the
Outstanding Bonds, exclusive of Bonds, if any, owned by the
Agency or the City of Redlands, and obtained as hereinafter
set forth and with the prior written consent of AMBAC;
provided, however , that no such modification or amendment
shall, without the express consent of the registered owner
of the Bond affected, reduce the principal amount of any
Bond, reduce the interest rate payable thereon, advance the
earliest redemption date, reduce the premium payable upon
redemption thereof, extend its maturity or the times for
paying interest thereon or change the monetary medium in
which principal and interest is payable, nor shall any such
modification or amendment reduce the percentage of consent
required for amendment or modification, nor shall any such
modification modify any of the rights or obligations of the
Trustee without its written assent thereto.
Section 7 .03. Calling Bondholders' Meeting. if
the Agency shall desire to obtain any such consent, it shall
duly call a meeting of the Bondholders for the purpose of
considering the action the consent to which is desired.
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Section 7 .04. Notice of Meeting. Notice
specifying the purpose, place, date and hour of such meeting
shall be mailed by the Trustee at the expense of the Agency,
postage prepaid, to the respective registered owners of the
Bonds at their addresses appearing on the registry books
maintained , by the Trustee. The place, date and hour of
holding such meeting and the date or dates of mailing such
notice shall be determined by the Agency in its discretion.
The actual receipt by any bondholder of notice of
any such meeting shall not be a condition precedent to the
holding of such meeting, and failure to receive such notice
shall not affect the validity of the proceedings thereat. A
certificate by the Secretary of the Agency that the meeting
has been called and that notice thereof has been given as
herein provided, shall be conclusive as against all parties
and it shall not be open to any bondholder to show that he
failed to receive actual notice of such meeting.
Section 7.05. Voting Qualifications. The Trustee
shall prepare and deliver to the chairman of the meeting a
list of the names and addresses of the registered owners of
Bonds, with a statement of the maturities and serial numbers
of the Bonds held and no bondholder shall be entitled to
vote at such meeting unless his name appears upon such list
or unless he shall present his Bond or Bonds at the meeting,
properly endorsed, or a certificate of deposit thereof,
satisfactory to the Agency, executed by a bank or trust
company or similar entity. No bondholder shall be permitted
to vote with respect to a larger aggregate principal amount
of Bonds than is set against his name on such list, unless
he shall produce the Bonds upon which he desires to vote, or
a certificate of deposit thereof as above provided.
Section 7.06. Issuer-Owned Bonds. The Agency
covenants that it will present at the meeting a certificate,
signed and verified by, one member thereof and by the Trea-
surer, stating the serial numbers, maturities and principal
amounts of all Bonds owned by, or held for account of, the
Agency or the City of Redlands; directly or indirectly. No
person shall be permitted at the meeting to vote or consent
with respect to any Bond appearing upon such certificate, or
any Bond which it shall. be established at or prior to the
meeting is owned by the Agency or the City of Redlands,
directly or indirectly, and no such, Bond (in this resolution
referred to as "issuer-owned Bonds" ) shall be counted in
determining whether a quorum is present at the meeting.
Section 7.07. Quorum and Procedure. A represen-
tation of at least 60% in aggregate principal amount of the
Bonds then Outstanding (exclusive of issuer-owned Bonds, if
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any) shall be necessary to constitute a quorum at any meet-
ing of bondholders, but less than a quorum may adjourn the
meeting from time to time, and the meeting may be held as so
adjourned without further notice, whether such adjournment
shall have been held by a quorum or by less than a quorum.
The Agency. shall, by an instrument in writing, appoint a
temporary chairman of the meeting, and the meeting shall be
organized by the election of a permanent chairman and secre-
tary. At any meeting each bondholder shall be entitled to
one vote for every $5,000 principal amount of Bonds with
respect to which he shall be qualified to vote as aforesaid,
and such vote may be given in person or by proxy duly
appointed by an instrument in writing presented at the meet-
ing. The Agency and/or the Trustee by their duly authorized
representatives and counsel, may attend any meeting of the
bondholders, but shall not be required to do so.
Section 7 .08. Vote Required. At any such meeting
held as aforesaid there shall be submitted for the consi-
deration and action of the bondholders a statement of the
proposed action consent to which is desired, and if such
action shall be consented to and approved by bondholders
holding at least 60% in aggregate principal amount of the
Bonds then Outstanding (exclusive of issuer-owned Bonds) the
chairman and secretary of the meeting shall so certify in
writing to the Agency, and such certificate shall constitute
complete evidence of consent of the bondholders under the
provision of this Indenture. A certificate signed and
verified by the chairman and the secretary of any such meet-
ing shall be conclusive evidence and the only competent
evidence of matters stated in such certificate relating to
proceedings taken at such meeting.
After the owners of the required percentage of
Bonds and AMBAC shall have filed their consents to the
Supplemental Indenture, the Agency shall mail a notice to
the Bondowners in the manner hereinbefore provided in this
Article for the mailing of the Supplemental Indenture,
stating in substance that the Supplemental Indenture has
been consented to by the owners of the required percentage
of Bonds and AMBAC and will be effective as provided in this
Article (but failure to mail copies of said notice shall not
affect the validity of the Supplemental Indenture or
consents thereto) . Proof of the mailing of such notice
shall be filed with the Trustee. A record consisting of the
papers required by this Article to be filed with the
Trustee, shall be proof of the matters therein stated until
the contrary is proved. The Supplemental Indenture shall
become effective upon the filing with the Trustee of the
proof of mailing of such notice, and the Supplemental
Indenture shall be deemed conclusively binding (except as
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otherwise hereinabove specifically provided in this Article)
upon the Agency and the owners of all Bonds at the
expiration of sixty ( 60) days after such filing, except in
the event of a final decree of a court of competent
jurisdiction setting aside such consent in a legal action or
equitable proceeding for such purpose commenced within such
sixty-day period.
Section 7 .09. Effect of .._Su2plemental Indenture.
From and after the time any Supplemental Indenture� be-comes
effective pursuant to this Article VII, this Indenture shall
be deemed to be modified and amended in accordance there-
with, the respective rights, duties and obligations under
this Indenture of the Agency and all owners of Bonds out-
standing and AMBAC shall thereafter 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 Indenture shall be
deemed to be part of the terms and conditions of this
Indenture for any and all purposes.
Section 7.10. Endorsement or Replacement of Bonds
Issued After Amendments. The Agency may determine that
Bonds issued and delivered after the effective date of any
action taken as provided in this Article VII shall bear a
notation, by endorsement or otherwise, in form approved by
the Agency, as to such action. In that case, upon demand of
the owner of any Bond outstanding at such effective date and
presentation of his Bond for that purpose at the office of
the Trustee or at such other office as the Agency may select
and designate for that purpose, a suitable notation shall be
made on such Bond. The Agency may determine that new Bonds,
so modified as in the opinion of the Agency is necessary to
conform to such Bondowners, action, shall be prepared,
executed and delivered. In that case, upon demand of the
owner of any Bonds then outstanding, such new Bonds shall be
exchanged at the office of the Trustee in Los Angeles, Cali-
fornia, without cost to any Bondowner, for Bonds then out-
standing, upon surrender of such Bonds.
Section 7. 11. Amendatory Endorsement of Bonds.
The provisions of this Article VII shall not prevent any
Bondowner from accepting any amendment as to the particular
Bonds held by him provided that due notation thereof is made
or such Bonds.
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ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES OF BONDOWNERS
Section 8.01. Events of Default and Acceleration
of Maturities. If one or more of the following events
( "events of default") shall happen, that is to say-
(1) if default by the Agency shall be made in the
due and punctual payment of any installment of interest on
any Bond when and as such interest installment shall become
due and payable;
( 2) if default by the Agency shall be made in the
due and punctual payment of the principal and premium, if
any, of any Bond when and as the same shall become due and
payable, whether at maturity as therein expressed, by
declaration or otherwise;
(3) if default shall be made by the Agency in the
observance of any of the covenants, agreements or conditions
contained in this Indenture or in the Bonds, and such
default shall have continued for a period of 30 days; or
(4) if the Agency shall file a petition or answer
seeking reorganization or arrangement under the federal
bankruptcy laws or any other applicable law of the United
States of America, or if a court of competent jurisdiction
shall approve a petition, filed with or without the consent
of the Agency, seeking reorganization under the federal
bankruptcy laws or any other applicable law of the United
States of America, or if, under the provisions of any other
law for the relief or aid of debtors, any court- of competent
jurisdiction shall assume custody or control of the Agency
or of the whole or any substantial part of is property;
then, and in each and every such case during the continuance
of such event of default, the Trustee may, but only with the
prior consent of AMBAC upon notice in writing to the Agency,
and shall, if it is requested by the holders of not less
than a majority in aggregate principal amount of the Bonds
at the time Outstanding and with the consent of AMBAC (such
request to be in writing to the Trustee and the Agency) and
shall, upon the written request of AMBAC, declare the
principal of all of the Bonds then Outstanding and the
interest accrued thereon, to be due and payable immediately,
and upon any such declaration the same shall become and
shall be immediately due and payable, anything in this
Indenture or in the Bonds to the contrary notwithstanding.
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Such declaration may be rescinded by the holders
of not less than a majority of the Bonds then Outstanding
and with the consent of AMBAC, provided the Agency cures
such default or defaults including the deposit with the
Trustee of a sum sufficient to pay all principal on the
Bonds matured prior to such declaration and all matured
installments of interest ( if any) upon all the Bonds, with
interest at the rate of 12% per annum on such overdue
installments of principal and, to the extent such payment of
interest on interest is lawful at that time, on such overdue
installments of interest, so that the Agency is currently in
compliance with all payment, deposit and transfer provisions
of this Indenture, and an amount sufficient to pay any
expenses incurred by the Trustee in connection with such
default.
Anything in this Indenture to the contrary
notwithstanding, upon the occurrence and continuance of an
Event of Default, AMBAC shall be entitled to control and
direct the enforcement of all rights and remedies granted to
the Owners of the Bonds or the Trustee for the benefit of
the Owners of the Bonds, including, without limitation,
acceleration of the principal of and interest on and the
right to annul any declaration of acceleration, and AMBAC
shall also be entitled to approve all waivers of Events of
Default.
Section 8.02. Application of Funds Upon Accelera-
tion. All of the Tax Revenues and all sums in the fund and
accounts provided for in Sections 4. 01 and 4.03, upon the
date of the declaration of acceleration as provided in
Section 8 .01, and all sums thereafter received by the
Trustee hereunder, shall be applied by the Trustee in the
order following upon presentation of the several Bonds and
the stamping thereon of the payment if only partially paid,
or upon the surrender thereof if fully paid:
First, to the payment of the costs and expenses of
the Trustee and of the Bondowners in declaring such event of
default including reasonable compensation to its or their
agents attorneys and counsel and to the payment of the fees,
costs and expenses of the Trustee ( including but not limited
to reasonable compensation to its agents, attorneys and
counsel for their respective fees and expenses) incurred in
performing or exercising its rights, powers and duties under
this Indenture;
Second, in case the principal of the Bonds shall
not have become due and payable, to the payment of the
interest in default in the order of the maturity of the
installments of such interest with interest on the overdue
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installments at the rate of twelve percent ( 12%) per annum
(to the extent that such interest on overdue installments
shall have been collected) such payments to be made ratably
to the persons entitled thereto without discrimination or
preference;
Third, in case the principal of the Bonds shall
have become and shall be then due and payable, all such sums
shall be applied to the payment of the whole amount then
owing and unpaid upon the Bonds for principal and interest,
with interest on the overdue principal and installments of,
interest at the rate of twelve percent ( 12%) per annum ( to
the extent that such interest on overdue installments of
interest shall have been collected) , and in case such moneys
shall be insufficient to pay in full the whole amount so
owing and unpaid upon the Bonds then to the payment of such
principal and interest without preference or priority of
principal over interest, or interest over principal or of
any installment of interest over any other installment of
interest, ratably to the aggregate of such principal and
interest.
Section 8.03. Other Remedies of Bondowners. Any
bondholder , for the equal benefit and protection of all
bondholders similarly situated, shall have the right--
( 1) by mandamus, suit, action or proceeding,
to compel the Agency and its members, officers, agents or
employees to perform each and every term, provision and
covenant contained in this Indenture and in the Bonds, and
to require the carrying out of any or all such covenants and
agreements of the Agency and the fulfillment of all duties
imposed upon it by the Law and the Refunding Law;
( 2) by suit, action or proceeding in equity,
to enjoin any acts or things which are unlawful, or the vio-
lation of any of the bondholders ' rights; or
(3) upon the happening of any event of
default (as defined in this Article) , by suit, action or
proceeding in any court of competent jurisdiction, to
require the Agency and its members and employees to account
as if it and they were the trustees of an express trust.
Nothing in this Section or in any other provisions
of this resolution, or in the Bonds shall affect or impair
the obligation of the Agency, which is absolute and uncon-
ditional, to pay the principal of and interest on the Bonds
to the respective holders of the Bonds at the respective
date of maturity, as herein provided, or affect or impair
the right, which is also absolute and unconditional, of such
-49-
holders to institute suit to enforce such payment by virtue
of the contract embodied in the Bonds.
No remedy conferred hereby upon any bondholder is
intended to be exclusive of any other remedy, but each such
remedy is cumulative and in addition to every other remedy
and may be exercised without exhausting and without regard
to any other remedy conferred by the Law, the Refunding Law
or any other law of the State of California. No waiver of
any default or breach of duty or contract by any bondholder
shall affect any subsequent default or breach of duty or
contract or shall impair any rights or remedies on said
subsequent default or breach of duty or contract. No delay
or omission of any bondholder to exercise any right or power
accruing upon any default shall impair any such right or
power or shall be construed as a waiver of any default or
acquiescence therein. Every substantive right and every
remedy conferred upon the bondholders may be enforced and
exercised as often as may be deemed expedient. In case any
suit, action or proceeding to enforce any right or exercise
any remedy shall be brought or taken and should said suit,
action or proceeding be abandoned, or be determined
adversely to the bondholders, then, and in every such case,
the Agency and the bondholders shall be restored to their
former positions, rights and remedies as if such suit,
action or proceeding had not been brought or taken.
Section 8. 04. Actions by Trustee as Attorney-in-
Fact . Any suit, action or proceeding which any owner of
Bonds shall have the right to bring to enforce any right or
remedy hereunder may be brought by the Trustee for the equal
benefit and protection of all owners of Bonds similarly
situated and the Trustee is hereby appointed (and the
successive respective owners and registered owners of the
Bonds issued hereunder shall be conclusively deemed so to
have appointed it) the true and lawful attorney-in-fact of
the respective registered owners of the Bonds for the
purpose of bringing any such suit, action or proceeding and
to do and perform any and all acts and things for and on
behalf of the respective registered owners of the Bonds as a
class or classes, as may be necessary or advisable in the
opinion of the Trustee as such attorney-in-fact .
ARTICLE IX
MISCELLANEOUS
Section 9.01. Benefits of Indenture Limited to
Parties. Nothing in this Indenture, expressed or implied,
is intended to give to any person other than the Agency, the
-50-
Trustee and the owners of the Bonds, any right, remedy,
claim under or by reason of this Indenture. Any covenants,
stipulations, promises or agreements in this Indenture
contained by and on behalf of the Agency shall be for the
sole and exclusive benefit of the owners of the Bonds and
the Trustee.
Section 9.02. Successor is Deemed Included in All
References to Predecessor . Whenever in this Indenture or
any Supplemental Indenture either the Agency or the Trustee
is named or referred to, such reference shall be deemed to
include the successors or assigns thereof and all the cove-
nants and agreements in this Indenture contained by or on
behalf of the Agency or the Trustee shall bind and inure to
the benefit of the respective successors and assigns thereof
whether so expressed or not .
Section 9 .03. Defeasance. If the Agency shall
pay or cause to be paid, or shall have made provisions to
pay, or there shall have been set aside in trust funds to
pay, to the holders of the Bonds, the principal and
interest, and premium, if any, to become due thereon, then
the pledge of the Tax Revenues and all other rights granted
hereby, shall thereupon cease, terminate and become void and
be discharged and satisfied and Tax Revenues allocated to
the Agency pursuant to Section 33670 of the Law shall no
longer be payable to the Trustee on account of the Bonds.
Bonds for the payment and discharge of which upon
maturity, or upon redemption prior to maturity, provision
has been made through the setting apart in a reserve fund or
special trust account created pursuant to this Indenture or
otherwise and satisfactory to the Trustee to insure the
payment thereof, of money sufficient for the purpose or
through the irrevocable segregation for that purpose in some
sinking fund or other fund or trust account of moneys
sufficient therefor, including, but not limited to,
investment income earned or to be earned on Federal
Securities, shall, as provided herein, no longer be deemed
to be Outstand,in.g, and,,.unpaid; provided, however, that if any
such Bonds are to be redeemed prior to the maturity thereof,
the Agency shall have taken all action necessary to redeem
such Bonds and notice of such redemption shall have been
duly given or provisions made for the giving of such notice,
and provided further that, if the maturity or redemption
date of any such Bond shall not have arrived, provision
shall have been made by the Agency by deposit, for the pay-
ment to the holders of any such Bonds, upon surrender
thereof, whether or not prior to maturity or redemption date
thereof, of the full amount to which they would be entitled
by way of principal, premium, if any, or interest to the
-51-
date of such maturity or redemption, including in the compu-
tation of said full amount any income to be earned by way of
investment of said deposit, as provided below, and provision
shall have been made by the Agency, for the publication, in
a Financial Newspaper or Journal published in or near the
City of New York, New York, of a notice to the holders of
such Bonds that such moneys are available for such payment.
Moneys held for payment or redemption in accor-
dance with the provisions of this Section shall be invested
in direct obligations of, or obligations the timely payment
of the principal of and interest on which is fully guaran-
teed by, the United States Government, to mature or be with-
drawable, as the case may be, not later than the time when
needed for such payment or redemption. Net income earned on
such investments may be paid to the Agency or may be used
for the payment or redemption of Bonds and to the extent
permitted by law may be considered as adequate provision for
payment.
Section 9.04. Execution of Documents and Proof of
ownership by Bondowners. Any request, declaration or other
instrument which this Indenture may require or permit to be
executed by Bondowners may be in one or more instruments of
similar tenor and shall be executed by Bondowners in person
or by their attorneys appointed in writing.
Except as otherwise herein expressly provided, the
fact and date of the execution by any Bondowner or his
attorney of such request declaration or other instrument or
of such writing appointing such attorney may be proved by
the certificate of any notary public or other officer autho-
rized 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 writing
acknowledged to him the execution thereof, or by an affi-
davit of a witness of such execution duly sworn to before
such notary public or other officer .
Except as otherwise herein expressly provided, the
ownership of registered Bonds and the amount, maturity
number and date of holding the same shall be proved by the
registry books.
Any request, declaration or other instrument or
writing of the owner of any Bond shall bind all future
owners of such Bond in respect of anything done or suffered
to be done by the Agency or the Trustee in good faith and in
accordance therewith.
-52-
Section 9.05. Waiver of Personal Liability. No
member, officer , agent or employee of the Agency shall be
individually or personally liable for the payment of the
principal of or interest on the Bonds; but nothing herein
contained shall relieve any such member officer agent or
employee from the performance of any official duly provided
by law.
Section 9.06. Publication for Successive Weeks.
Any publication to be made under the provisions of this
Indenture in successive weeks may be made in each instance
upon any business day of the week and need not be made on
the same day of any succeeding week or in the same newspaper
for any or all of the successive publications, but may be
made on different days cf the week and in different news-
papers.
Section 9 .07 . Destruction of Cancelled Bonds.
Whenever in this Indenture provision is made for the
surrender to the Agency of any Bonds which have been paid or
canceled pursuant to the provisions of this Indenture, when
cancellation is permitted by law a certificate of destruc-
tion duly executed by the Trustee shall be deemed to be the
equivalent of the surrender of such canceled Bonds and the
Agency shall be entitled to rely upon any statement of fact
contained in any certificate with respect to the destruction
of any such Bonds therein referred to.
Section 9.08. Notices and Demands on Agency. Any
notice or demand which by any provision of this Indenture is
required or permitted to be given or served by the Trustee
to or on the Agency may be given or served by being depo-
sited postage prepaid in a post office letter box addressed
(until another address is filed by the Agency with the
Trustee) as follows: Redevelopment Agency of the City of
Redlands, 30 Cajon Street, Redlands, California 92373,
Attention: Executive Director ; or to the Trustee
at 0'
Los Angeles, California Attention:
Section 9.09. Partial Invalidity. If any
Section, Paragraph, sentence, clause or phrase of this
Indenture shall for any reason be held illegal or
unenforceable such holding shall not affect the validity of
the remaining portions of this Indenture. The Agency hereby
declares that it would have adopted this Indenture and each
and every other Section paragraph, sentence, 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
-53-
Indenture may be held illegal, invalid or unenforceable.
If, by reason of the judgment of any court the Trustee is
rendered unable to perform its duties hereunder all such
duties and all of the rights and powers of the Trustee
hereunder shall be assumed by and vest in the Treasurer of
the Agency in trust for the benefit of the Bondowners. The
Agency covenants for the direct benefit of the Bondowners
that its Treasurer in such case shall be vested with all of
the rights and powers of the Trustee hereunder and shall
assume all of the responsibilities and perform all of the
duties of the Trustee hereunder in trust for the benefit of
the Bonds.
Section 9 . 10. Effective Date of Indenture. This
Indenture shall take effect from and after the date of its
passage and adoption.
Section 9 . 11. Notices to be Given to AMBAC.
While the Insurance Policy is in effect, the Agency or the
Trustee, as appropriate, shall furnish to AMBAC:
(a) as soon as practicable after the filing
thereof, a copy of any financial statement of the Agency;
(b) a copy of any notice to be given to the
Owners of the Bonds and any certificate rendered pursuant to
this Indenture relating to the security for the Bonds;
(c) a copy of any audit and annual report of the
Agency; and
(d) such additional information it may reasonably
rquest .
The Agency will permit AMBAC to discuss the
affairs, finances and accounts of the Agency or any
information AMBAC may reasonably request regarding the
security for the Bonds with appropriate officers of the
Agency. The Trustee or Agency, as appropriate, will permit
AMBAC to have access to and to make copies of all books and
records relating to the Bonds at any reasonable time.
Notwithstanding any other provision of this
Indenture, the Trustee shall immediately notify AMBAC if at
any time there are insufficient moneys to make any payments
of principal of and interest on the Bonds as required and
immediately upon the occurrence of any Event of Default
hereunder .
-54-
Section 9 . 12 . Consent of AMBAC in Addition to
Bondowner Consent. AMBAC' s consent shall be required in
addition toT-Bondowner ' s consent, when required, for the
following purposes: ( i) execution and delivery of any
supplemental indenture; ( ii ) removal of the Trustee or
selection and appointment of any successor Trustee; and
( iii ) initiation or approval of any action not described in
( i ) or ( ii ) above which requires consent of the Bondowners.
IN WITNESS WHEREOF, the Agency has caused this
Indenture to be executed in its name and its seal to be
affixed hereto and attested and the Trustee, in token of its
acceptance of the trusts created hereunder has caused this
Indenture to be executed in its name all as of the day and
year above written.
REDEVELOPMENT AGENCY OF
THE CITY OF REDLANDS
By:
Chairperson
(S E A L)
Attest :
Secretary
This Indenture and the duties and
obligations herein imposed upon the
Trustee are hereby accepted and agreed to:
Trustee
(Authorized Officer)
Dated: 1987 .
-56-
FJB0454
EXHIBIT A
[Form of bond]
No. $
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
COUNTY OF SAN BERNARDINO
REDEVELOPMENT AGENCY OF THE
CITY OF REDLANDS
REDLANDS REDEVELOPMENT PROJECT
1987 TAX ALLOCATION REFUNDING BOND
Interest Rate: Dated Date: Maturity Date: CUSIP:
Registered Owner :
Principal Amount: Dollars
The REDEVELOPMENT AGENCY OF THE CITY OF REDLANDS
(hereinafter sometimes called the "Agency" ) , a public body
corporate and politic, duly organized and existing under the
laws of the State of California, for value received, hereby
promises to pay (but solely out of the funds hereinafter
mentioned) to the registered owner stated above or regis-
tered assigns on the maturity date stated above ( subject to
the right of prior redemption hereinafter mentioned) , upon
presentation and surrender of this Bond, the principal sum
set forth above with interest thereon (payable solely from
said funds) from the Interest Payment Date (as hereinafter
defined) next preceding the date of authentication of this
Bond (unless ( i) it is dated as of an Interest Payment Date,
in which event it shall bear interest from, such Interest
Payment Date, or (ii) it is dated prior to July 1, 1987, in
which event it shall bear interest from February 1, 1987 ;
provided, however, that if at the time of authentication of
a Bond, interest is in default thereon, such Bond shall bear
interest from the Interest Payment Date to which interest
has previously been paid or made available for payment
thereon) , at the rate per annum set forth above, interest
payable semiannually on the first day of January and the
first day of July of each and every year (the "Interest
Payment Dates" ) commencing July 1, 1987 until this Bond is
paid; provided, however, that if at the maturity date of
this Bond, or if the same is duly called for redemption,
A-1
then at the date fixed for redemption, moneys are available
for payment or redemption thereof, as provided in the
Indenture (as hereinafter defined) , this Bond shall then
cease to bear interest . Principal is payable in lawful
money of the United States of America at the principal
corporate trust office of , the
trustee under the Indenture ( the "Trustee" ) , in Los Angeles,
California. Interest hereon is payable by check or draft to
the person whose name appears on the bond registration books
of the Trustee as the registered owner hereof as of the
close of business on the fifteenth day of December and June
for interest payable on the succeeding January 1 and July 1,
respectively, at such person' s address as it appears on such
registration books or by wire transfer to owners of
$1,000,000 or more in aggregate principal amount of Bonds at
such wire transfer address as such owner shall specify in a
written notice requesting payment by wire transfer delivered
to the Trustee not less than 10 days prior to such Interest
Payment Date, except for the final installment of interest
which shall be paid at the principal corporate trust office
of the Trustee in Los Angeles, California.
THE TERMS AND PROVISIONS OF THIS BOND ARE CONTINUED
ON THE REVERSE SIDE HEREOF AND SUCH CONTINUED TERMS AND
PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS
THOUGH FULLY SET FORTH AT THIS PLACE.
This Bond shall not be entitled to any benefit
under the Indenture, or become valid or obligatory for any
purpose, until the, certificate of authentication hereon
endorsed shall have been signed by the Trustee.
It is hereby recited, certified and declared that
any and all acts, conditions and things required to exist,
to happen and to be performed precedent to and in the issu-
ance of this Bond exist, have happened and have been per-
formed in due time, form and manner as required by the
Constitution and statutes of the State of California.
A-2
IN WITNESS WHEREOF, The Redevelopment Agency of the
City of Redlands has caused this Bond to be signed on its
behalf by its Chairperson by her facsimile signature and by
its Secretary by his facsimile signature and the seal of
said Agency to be impressed, imprinted or reproduced hereon,
all as of the first day of February, 1987 .
Chairperson of the
Redevelopment Agency of the
City of Redlands
(SEAL)
Secretary of the Redevelopment
Agency of the City of Redlands
(Form of Trustee 's Certificate of Authentication]
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds described in the within-
mentioned Indenture.
as Trustee
Dated: By:
Authorized Signatory
A-3
[Form of Reverse of Bond]
This Bond and the interest and any premium thereon
are not a debt of the City of Redlands, the State of Cali-
fornia or any of its political subdivisions and neither said
city, said state nor any of its political subdivisions is
liable thereon, nor in any event shall this Bond or said
interest or premium be payable out of any moneys or proper-
ties other than the moneys of the Agency hereinafter
mentioned. This Bond does not constitute an indebtedness
within the meaning of any constitutional or statutory debt
limitation or restriction. Neither the members of the
Agency nor any persons executing this Bond are liable
personally on this Bond by reason of its issuance.
This Bond is one of a duly authorized issue of
Bonds of the Agency designated "Redevelopment Agency of the
City of Redlands, Redlands Redevelopment Project, 1987 Tax
Allocation Refunding Bonds" ( "the Bonds" ) limited in aggre-
gate principal amount to $ , in various multiples of
$5,000, all of like tenor (except for Bond numbers and
maturity dates and differences, if any, in interest rate)
and all of which have been issued pursuant to and in confor-
mity with the Constitution and laws of the State of Cali-
fornia and particularly the provisions of Chapter 3 of
Part 1 (commencing with Section 53504) of Divison 2 of the
Government Code of the State of California and the
provisions of the Community Redevelopment Law, being Part 1
(commencing with Section 33000) of Division 24 of the Health
and Safety Code of the State of California for the purpose
of refinancing a portion of the cost of the redevelopment
project above designated, and are authorized by and issued
pursuant to Resolution No. adopted by the Agency on
February 1 1987 and a Trust Indenture dated as of
February 1, 1987, entered into by and between the Agency and
the Trustee (the "Indenture" ) authorizing the issuance of
the Bonds. All of the Bonds are equally secured in accor-
dance with the terms of the Indenture (copies of which are
on file at the office of the Agency) , and all indentures
supplemented thereto, reference to which is hereby made for
a specific description of the security therein provided for
the Bonds, for the nature, extent and manner of enforcement
of such security, for the covenants and agreements made for
the benefit of the registered owners (the "Owners" ) of the
Bonds, and for a statement of the rights of the Owners. By
the acceptance of this Bond the Owner thereof assents to all
of the terms, conditions and provisions of the Indenture.
In the manner provided in the Indenture, the Indenture and
the rights and obligations of the Agency and of the Owners
of the Bonds, may (with certain exceptions as stated in the
A-4
Indenture) be modified or amended with the consent of the
Agency and with the consent of AMBAC Indemnity Corporation
and the Owners of 60% in aggregate principal amount of out-
standing Bonds, exclusive of Bonds, if any, owned by the
Agency or the City of Redlands.
A-4A
10
Parity Bonds may be issued by the Agency, but only
subject to the terms of the Indenture.
The principal of this Bond, the interest hereon and
any premium payable upon redemption hereof, are secured by
an irrevocable and first pledge of, and are payable solely
from, Tax Revenues (as such term is defined in the Inden-
ture) and other moneys, all as more particularly set forth
in the Indenture.
The Bonds maturing on or after July 1, 1997 , are
callable and redeemable in the manner and subject to the
terms and provisions, and with the effect, set forth in the
Indenture at the option of the Agency, on July 1, 1996, or
on any Interest Payment Date thereafter prior to maturity,
as a whole or in part, in inverse order of maturity and by
lot within a single maturity, upon at least 30 days ' prior
notice to the Owners thereof at a redemption price equal to
the principal amount of each Bond called for redemption
together with accrued interest to the date of redemption,
plus a premium (expressed as a percentage of the principal
amount of the Bond) corresponding to the date of redemption
as follows:
Redemption Date Premium
July 1, 1996 and January 1, 1997 2%
July 1, 1997 and January 1, 1998 112%
July 1, 1998 and January 1, 1999 1%
July 1, 1999 and January 1, 2000 2%
July 1, 2000 and thereafter 0%
Bonds maturing on July 1, 2015 are subject to
mandatory sinking fund redemption, without premium, on any
July 1 on or after July 1, 2001, all as more fully set forth
in the Indenture.
As provided in the Indenture, notice of redemption
shall be mailed no less than twenty ( 20) nor more than sixty
(60) days prior to the redemption date to the respective
registered owners of any Bonds designated for redemption at
their addresses appearing on the registration books main-
tained by the Trustee, but neither failure to receive such
notice nor any defect in the notice so mailed shall affect
the sufficiency of the proceedings for redemption.
If this Bond is called for redemption and payment
is duly provided therefor as specified in the Indenture,
interest shall cease to accrue hereon from and after the
date fixed for redemption.
A-5
If an event of default, as defined in the Inden-
ture, shall occur, the principal of all Bonds may be
declared due and payable upon the conditions, in the manner
and with the effect provided in the Indenture, but such
declaration and its consequences may be rescinded and
annulled as further provided in the Indenture.
The Bonds are issuable as fully registered Bonds
without coupons in denominations of $5,000 and any integral
multiple thereof. Subject to the limitations and conditions
and upon payment of the charges, if any, as provided in the
Indenture, Bonds may be exchanged for a like aggregate
principal amount of Bonds of other authorized denominations
and of the same maturity.
This Bond is transferable by the registered owner
hereof, in person or by his attorney duly authorized in
writing, at the corporate trust office of the Trustee, but
only in the manner and subject to the limitations provided
in the Indenture, and upon surrender and cancellation of
this Bond. Upon registration of such transfer a new fully
registered Bond or Bonds, of authorized denomination or
denominations, for the same aggregate principal amount and
of the same maturity will be issued to the transferee in
exchange herefor.
The Agency and the Trustee may treat the registered
owner hereof as the absolute owner hereof for all purposes,
and the Agency and the Trustee shall not be affected by any
notice to the contrary.
ABBREVIATIONS
The following abbreviations, when used in the
inscription on the face of the within Bond, shall be con-
strued as though they were written out in full according to
applicable laws or regulations:
TEN COM -- as tenants in common
UNIF GIFT MIN ACT Custodian
TEN ENT as tenants by the (Gust) (Minor)
entireties under Uniform Gifts
to Minors Act
JT TEN as joint tenants with (State)
right of survivorship
and not as tenants in
common
ADDITIONAL ABBREVIATIONS MAY ALSO BE USED THOUGH
NOT IN THE LIST ABOVE.
A-6
[FORM OF ASSIGNMENT]
For value received the undersigned hereby sells,
assigns and transfers unto
(Name, Address and Tax Identification or Social Security
Number of Assignee)
the within-mentioned Bond and hereby irrevocably constitutes
and appoints , attorney,
to transfer the same on the Bond register of the Trustee
with full power of substitution in the premises.
Dated:
Note: The signature(s) on this
Assignment must correspond with
the name(s) as written on the
face of the within Bond in
every particular without
alteration or enlargement or
any change whatsoever .
Signature Guaranteed:
Note: Signature(s) must be
guaranteed by a member firm
of the New York Stock Exchange
or a commercial bank or trust
company.
A-7
FJB0454B
1/20/87
ESCROW AGREEMENT
RELATING TO REDEVELOPMENT AGENCY OF THE
CITY OF REDLANDS, REDLANDS REDEVELOPMENT
PROJECT 1987 TAX ALLOCATION REFUNDING BONDS
Dated as of February 1, 1987
by and between
REDEVELOPMENT AGENCY OF
THE CITY OF REDLANDS
and
BANK OF AMERICA NATIONAL TRUST & SAVINGS ASSOCIATION
as Escrow Agent
^
� TABLE OF CONTENTS
Page
Pazties. . . . . . . . . ~ . . ~ . . . . . . . . . . . ~ . . . . . . . . . . . . . . . . . . . . l
PreambIea. ~ . . . . . . . . . . ~ . . ~ . . . ~ ~ ~ ~ ~ ~ . . . . . . . . . . . . . . . . . . l
Section l . Appointment of Escrow Agent;
Creation of Escrow Fuud. . . . . . . . . . . . . . 3
Section 2. Purpose of Escrow Food. . . ~ . . . . . . . . . . ~ 3
Section 3 . Deposit of Fouds° . . . . . . . . . . . . . . . . . . . . 2
Section 4. Instruction to, Escrow A#eot . . . . . . . . . . 2
Section 5. Znvestoueoto. . . . . . ^ . . . . . . . . . . . . . . . . . . . 3
Section 6 . Application of Fnode. . . . . . . . . . . . . . . . . 3
Section 7 . Disposition and Substitution
of Ioveetmeoto. . . . . . . . . . . . , . . . . . . . . . . 4
Section 8. Insufficient Fuods. . . . . . . . . . . . . . . . . . . 5
'
Section S. Lien of BondboIdero. . . . . . . . . . . . . . . . . . 5 �
Section lO . Fees of Escrow Agent;
Zndemnificatioo. . . . . . . . . . . . . . . . . ~ . . . . 5
Section Il . Partial Zovalidity. . . . . . . . . . . . . . . . . . . 8
Section 12 . Suooessoro . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 13 . Redemption 0otice. . . . . . . . . . . . . . . . . . . . 7
Section 14. Unclaimed Fuuds. . . . . . . . . . . . . . . . . . . . . . 8
Section 15 . Couotecpacts. . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 16. Amendments, Changes and
Modif1caatioos. . . . . . . . . . . . . . . . . . . . . . . . 8
Section 17 . Applicable Law. . . . . . ^ . . ~ ~ . ~ , , . ~ , , , , , ~ 8
Section 18. Headlngs. . . . . . ~ . " . . . ~ . . ~ , ~ . ° ~ , , ~ ~ ~ ~ ~ ~ 8
Section I9i0otices. . . . . . . . . . ~ ~ . . . . . . . . . ~ ^ . . . ~ . ~ ~ 9
Section 20 . Immunities and Liabilities of
Escrow Ageot. . . . . . . . . . . . . . ~ . . . . . . . . ~ . 9
Exhibit A Investment of Escrow Food
Exhibit B Accountant ' s Verification
-i-
FJB0A55A
ESCROW AGREEMENT
This Escrow Agreement is made and entered into as
of the lst day of February, 1987, by and between the
REDEVELOPMENT AGENCY OF THE CITY OF REDLANDS, a public body
corporate and politic duly organized and existing under the
laws of the State of California ( the "Agency" ) , and BANK OF
AMERICA NATIONAL TRUST & SAVINGS ASSOCIATION, a national
banking association duly organized and existing under the
laws of the United States of America ( the "Escrow Agent" ) ;
W I T N E S S E T H:
WHEREAS, the Agency and as
trustee have entered into a Trust Indenture dated as of
February 1, 1987 ( the "Indenture" ) whereby the Agency has
agreed to issue and deliver its Redlands Redevelopment
Project 1987 Tax Allocation Refunding Bonds (the "Bonds" ) in
the aggregate principal amount of $ to refund and
defease the Agency's $14,245,000 aggregate principal amount
Redlands Redevelopment Project 1985 Tax Allocation and
Refunding Bonds (the "1985 Bonds" ) issued pursuant to
Resolution No. 173, as amended, of the Agency (the "1985
Resolution" ) ; and
WHEREAS, there are currently outstanding 1985
Bonds, in the aggregate principal amount of $ ; and
WHEREAS, the outstanding 1985 Bonds, maturing on
and after July 1, 1996, may be called and redeemed on any
interest payment date (January 1 or July 1) , on or after
July 1, 1995; and
WHEREAS, the Escrow Agent has been appointed by the
Agency as fiscal agent under the 1985 Resolution and is
acting as fiscal agent with respect to the 1985 Bonds; and
WHEREAS, the Indenture provides that the Agency
shall provide to and deposit with the Escrow Agent in trust
the sum of $ which amount, together with interest
earnings thereon, has been verified by ,
certified public accountants, to be sufficient to pay the
principal of and interest with respect to the 1985 Bonds as
they mature prior to July 1, 1996, and to call and redeem
prior to maturity all of the remaining outstanding 1985
Bonds on July 1, 1995, so that said 1985 Bonds and the
payment of principal and interest and redemption premium, if
any, thereon will be defeased; and
NOW, THEREFORE, in consideration of the premises
and the mutual covenants contained herein, the parties
hereto agree as follows:
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Section 1. Appointment of Escrow Agent; Creation
of Escrow Fund. The Agency hereby appoints Bank of America
National Trust & Savings Association as Escrow Agent for all
purposes of this Escrow Agreement and in accordance with the
terms and provisions of this Escrow Agreement, and the
Escrow Agent hereby accepts such appointment. The Escrow
Agent' hereby creates and establishes the 1985 Bonds Escrow
Fund (the "Escrow Fund" ) as a special trust fund separate
and apart from any other funds of the Agency or the Escrow
Agent, and agrees to use the monies and the investments
deposited therein and all earnings thereon solely for the
purposes required or permitted in this Agreement. The
Escrow Fund will be established by the deposit by the Agency
with the Escrow Agent of the sum of $ from the
proceeds of the Bonds as set forth in Section 3 hereof .
Section 2. Purpose of Escrow Fund. The Escrow
Agent shall withdraw monies from the Escrow Fund in suffi-
cient amounts and at the times necessary to make the princi-
pal and interest payments, without default, with respect to
the outstanding 1985 Bonds as required by the 1985 Resolu-
tion, and to cause the call and redemption of all of the
remaining outstanding 1985 Bonds, at the redemption prices
and upon the terms and conditions specified in the 1985
Resolution. The Escrow Agent is irrevocably committed to
make such principal and interest payments and to call and
redeem the 1985 Bonds to the extent that there are suffi-
cient monies, investments and investment earnings on deposit
in the Escrow Fund. At the appropriate times before the
interest payment dates, principal payment dates and redemp-
tion dates with respect to said 1985 Bonds as provided in
the 1985 Resolution, the Escrow Agent shall transmit monies
from the Escrow Fund in such amounts as are necessary and
available therein to pay such principal, interest and
redemption prices to the fiscal agent for the 1985 Bonds
appointed and acting under the 1985 Resolution, and such
monies shall be held separate and apart from all other funds
for the benefit of and paid to the owners of the 1985 Bonds.
Section 3. Deposit of Funds. In order to provide
for the payment of the principal, interest and redemption
premium with respect to the 1985 Bonds, the Agency shall on
February , 1987 deposit with the Escrow Agent, in trust
for the bi7n-efit of the owners of the 1985 Bonds, subject to
the terms and conditions hereinafter set forth, the sum of
$ The Escrow Agent agrees to deposit said sum
into the Escrow Fund.
Section 4. Instruction to Escrow Agent . The
Agency hereby irrevocably instructs the Escrow Agent to make
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the payments of interest and principal with respect to the
1985 Bonds, without default , and to call and redeem the
remaining outstanding 1985 Bonds on July 1, 1995 . The
Escrow Agent, as fiscal agent for the 1985 Bonds is hereby
authorized and directed and agrees to publish the notices
required pursuant to the 1985 Resolution with respect to the
call and redemption of the remaining outstanding 1985 Bonds,
and to take such other action as is required by said 1985
Resolution with respect to the call and redemption of said
1985 Bonds.
Section 5 . Investments. On February _, 1987 or
as soon thereafter as is reasonably practicable, the Escrow
Agent shall, at the direction of the Treasurer of the
Agency, invest the sum deposited in the Escrow Fund pursuant
to Section 3 hereof in the United States Treasury Obliga-
tions - State and Local Government Series identified in
Exhibit A attached hereto and incorporated herein by refer-
ence ( the "SLGS" ) . Such SLGS shall be non-callable and
shall mature and bear interest payable in such amounts and
at such times as will be sufficient to pay the principal ,
redemption premium and interest payments on the 1985 Bonds
as such become due and to redeem the outstanding 1985 Bonds
on July 1 , 1995, as provided in Section 4 hereof . The
Certificate of , certified public accoun-
tants, as to such sufficiency shall be furnished as a condi-
tion precedent to the delivery of the Bonds and a copy of
said report shall be attached hereto as Exhibit B. The
interest and principal payments due on the 1985 Bonds are
set forth therein under the heading " it
and incorporated herein by reference. The Escrow Agent
shall hold all such SLGS and all earnings thereon in the
Escrow Fund; and shall apply the same only for the purposes
and in the manner provided in this Agreement . The Escrow
Agent shall not be liable or responsible for any loss
resulting from any investment made pursuant to this Agree-
ment and in full compliance with the provisions hereof.
Section 6. Application of Funds. The Escrow Agent
shall collect on the due date thereof the principal of, the
premium, if any, and the earnings on the SLGS on deposit in
the Escrow Fund. The Escrow Agent shall, without further
authorization or direction from the Agency, apply monies and
SLGS on deposit in the Escrow Fund on each date upon which
an installment of interest or principal on the 1985 Bonds is
due to the payment on each such date of such installment .
The Escrow Agent shall apply the balance of the monies in
the Escrow Fund, as necessary, to the payment of the princi-
pal, redemption premium, if any, and interest on the remain-
ing outstanding 1985 Bonds which have been called for
redemption as provided in Section 4 hereof. Any monies
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remaining in the Escrow Fund after payment of all such
installments of principal and interest and such application
of the balance of the monies on deposit therein shall be
paid by the Escrow Agent to the Agency.
Section 7 . Disposition and Substitution of Invest-
ments. Upon the written request of the Agency, subject to
the conditions and limitations hereinafter set forth and
applicable government rules and regulations, the Escrow
Agent shall sell, redeem or otherwise dispose of SLGS on
deposit in the Escrow Fund, if there are substituted there-
for, from the proceeds of such SLGS, at the direction of the
Agency, other non-callable Federal Securities, as defined in
the 1985 Resolution, in amounts sufficient to make the pay-
ments required by Section 4 hereof. Neither the SLGS nor
any Federal Securities substituted therefor or otherwise
acquired with moneys deposited hereunder shall be subject to
call and redemption prior to their respective maturities at
the option and call of their respective issuers. The Agency
will not request the Escrow Agent, nor will the Escrow Agent
be required, to exercise any powers or take any action which
would have the effect of causing any of the 1985 Bonds or
the Bonds to be "Arbitrage Bonds" as defined in Section 148
of the Internal Revenue Code of 1986, as amended, and the
regulations of the United States Department of the Treasury
issued thereunder . The Escrow Agent shall dispose of SLGS
on deposit in the Escrow Fund and purchase substitute
securities only upon receipt of:
(a) a written report of a nationally recog-
nized firm of independent certified public accountants
acceptable to the Agency and the Escrow Agent to the effect
that the substitute securities will mature in such principal
amounts and earn interest on such amounts and at such times
that sufficient monies will be available to pay, as the same
become due, all principal and interest payments on the 1985
Bonds and to provide for the redemption prior to maturity of
the remaining outstanding 1985 Bonds, as herein provided;
and
(b) an unqualified legal opinion of a nation-
ally recognized bond counsel firm to the effect that such
disposition of SLGS in the Escrow Fund and purchase of sub-
stitute Federal Securities will not cause the Bonds or any
of them or the 1985 Bonds to be "Arbitrage Bonds" as defined
in Section 148 of the Internal Revenue Code of 1986, as
amended, and the regulations of the United States Department
of Treasury issued thereunder.
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Section 8 . Insufficient Funds.
(a) If at any time it shall appear to the
Escrow Agent that the monies and investments in the Escrow
Fund, including the anticipated proceeds of and earnings on
the investments, will not be sufficient to make the next
payment required by this Agreement, the Escrow Agent shall
notify the Agency in writing, immediately upon becoming
aware of such deficiency, of the amount thereof and the
reason therefor .
(b) Thereupon the Agency shall deposit into
the Escrow Fund within seven (7) days of such notification
by the Escrow Agent, from any legally available funds, such
additional monies as may be required to meet full or aggre-
gate amounts to become due and payable for the interest
installments, premium and principal on the 1985 Bonds and
for the redemption of the remaining outstanding 1985 Bonds
on July 1, 1995.
(c) The Escrow Agent shall in no manner be
responsible for the Agency' s failure to make any such
deposit if the Escrow Agent shall have notified the Agency
within 10 days prior to the due date of such payment, or
such lesser time as may be reasonably practicable under the
circumstances, of the need for such additional monies.
Section 9. Lien of Bondholders. The escrow
created hereby shall be irrevocable and the owners of the
1985 Bonds shall have an express lien on all monies and
investments on deposit in the Escrow Fund until paid out,
used or applied in accordance with this Agreement .
Section 10. Fees of Escrow Agent; Indemnifica-
tion. The Escrow Agent ' s fees and costs in consideration of
the services rendered and to be rendered by the Escrow Agent
in carrying out the provisions of this Agreement have been
fixed at annual payments in the amount of $ The
Escrow Agent will be compensated separately and in accor-
dance with the Indenture for its services rendered as
Trustee and in accordance with the 1985 Resolution, for its
services rendered as fiscal agent thereunder . The Escrow
Agent shall have no lien whatsoever upon any of the monies
or investments in the Escrow Fund for the payment of such
fees and expenses. The Agency hereby assumes liability for,
and hereby agrees (whether or not any of the transactions
contemplated hereby are consummated) to indemnify, protect,
save and hold harmless the Escrow Agent and its successors,
assigns, officers, agents and employees from and against any
and all liabilities, obligations, losses, damages, penal-
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ties, claims, actions, suits, costs, expenses, and disburse-
ments ( including legal fees and disbursements) of whatsoever
kind or nature which may at any time be imposed on, incurred
by, or asserted against the Escrow Agent (whether or not
also indemnified against by the Agency or any other person
under any other agreement or instrument) and in any way
relating to or arising out of the execution or delivery of
this Agreement, the establishment of the Escrow Fund, the
retention and investment of the monies therein, or any pay-
ment, transfer or other application of monies or investments
by the Escrow Agent in accordance with the provisions of
this Agreement, or as may arise by reason of any act, omis-
sion or error of the Escrow Agent made in good faith in the
conduct of its duties; provided, however, that the Agency
shall not be required to indemnify the Escrow Agent against
its own negligence, active or passive, or willful miscon-
duct. In no event shall the Agency be liable to any person
other than the Escrow Agent by reason of the transactions
contemplated hereby. The indemnities contained in this
Section shall survive the termination of this Agreement .
All monies remaining in the Escrow Fund pursuant to this
Agreement upon redemption in full of the 1985 Bonds, and the
payment of all interest due thereon prior to and upon the
payment or redemption thereof, shall be remitted by the
Escrow Agent to the Agency and shall be used and applied by
the Agency for any lawful purpose.
Section 11. Partial Invalidity. In the event any
provision of this Agreement shall be held invalid or
unenforceable by any court of competent jurisdiction, such
holding shall not invalidate or render unenforceable any
other provision hereof .
Section 12. Successors. Whenever herein the Agency
or the Escrow Agent are named or referred to, such provision
shall be deemed to include any successor of the Agency or
the Escrow Agent, respectively, immediate or intermediate,
whether so expressed or not. All the stipulations, obliga-
tions and agreements by or on behalf of, and other provi-
sions for the benefit of the Agency or the Escrow Agent
contained herein
(a) shall bind and inure to the benefit of
any such successor; and
(b) shall bind and inure to the benefit of
any officer, board, authority, agent or instrumentality to
whom or to which there shall be transferred by or in accor-
dance with law any right, power or duty of the Agency or the
Escrow Agent, respectively, or of its successor, the posses-
sion of which is necessary or appropriate to comply with any
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such stipulations, obligations, agreements or other provi-
sions hereof.
Section 13. Redemption Notice. The Escrow Agent
hereby agrees to publish, as soon as practicable after the
SLGS have been deposited with the Escrow Agent, in a "Finan-
cial Newspaper or Journal" (as defined in the 1985 Resolu-
tion) , a notice to the holders and owners of the 1985 Bonds
in substantially the following form:
REDEVELOPMENT AGENCY OF THE
CITY OF REDLANDS, CALIFORNIA
NOTICE TO THE HOLDERS OF
REDLANDS REDEVELOPMENT PROJECT
1985 TAX ALLOCATION AND REFUNDING BONDS
NOTICE IS HEREBY GIVEN to the holders and owners of the
Redevelopment Agency of the City of Redlands, Redlands
Redevelopment Project 1985 Tax Allocation and Refunding
Bonds dated as of May 1, 1985, that there has been credited
to the account of Bank of America National Trust & Savings
Association, as escrow holder, federal securities the
principal of which when due, together with the interest to
accrue thereon to the date of maturity thereof, has been
calculated by and on behalf of the Agency to provide moneys
which shall be sufficient and available to pay and discharge
the indebtedness on all of said Bonds by paying when due the
principal of and interest on said Bonds.
Notice is also given that all liablility of the Rede-
velopment Agency of the City of Redlands in respect of said
Bonds has ceased, terminated and been completely discharged
and the holders and owners thereof are entitled only to
payment out of the moneys and federal securities credited to
the account of said escrow holder as aforesaid for their
payment.
Dated this day of 1987 .
REDEVELOPMENT AGENCY OF
THE CITY OF REDLANDS
By: Bank of America National
Trust & Savings Association,
as Escrow Agent
The Escrow Agent also shall give notice to the fiscal
agent under the 1985 Resolution of the necessity of publish-
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ing and mailing, as applicable, a notice of redemption of
the 1985 Bonds in accordance with the requirements of the
1985 Resolution. Upon receipt of such notice, the fiscal
agent under the 1985 Resolution shall proceed to publish and
mail, as applicable, such redemption notice in accordance
with the requirements of the 1985 Resolution.
Section 14. Unclaimed Funds. Notwithstanding any
other provision of this Agreement, any money held by the
Escrow Agent hereunder in trust for the payment of the prin-
cipal of, and interest on, the 1985 Bonds and remaining
unclaimed for four ( 4) years after the principal of all of
the 1985 Bonds shall have become due for payment, shall then
be repaid to the Agency and the holders and owners of the
1985 Bonds shall thereafter be entitled to look only to the
Agency for the repayment thereof, and liability of the
Escrow Agent with respect to such money shall thereupon
cease. In the event of the repayment of any such money to
the Agency as aforesaid, the holders of the 1985 Bonds
secured hereby with respect to which such money was depos-
ited shall thereafter be deemed to be unsecured creditors of
the Agency, without interest. Notwithstanding the fore-
going, the Escrow Agent shall, upon the written request of
the Agency, repay such money to the Agency at any time
earlier than four (4) years, if failure to repay such money
to the Agency within such earlier period shall give rise to
the operation of any escheat statue under applicable law.
Section 15. Counterparts. This Agreement may be
executed in several counterparts, all or any of which shall
be regarded for all purposes as an original and shall con-
stitute and be but one and the same instrument.
Section 16. Amendments, Changes and Modifica-
tions. This Agreement may not be effectively amended,
changed, modified, altered or terminated without the written
agreement of both parties hereto and no amendment which
adversely affects the rights of the owners of the 1985 Bonds
shall be effective.
Section 17. Applicable Law. This Agreement shall
be governed by and construed in accordance with the laws of
the State of California.
Section 18. Headings. The captions or headings in
this Agreement are for convenience only and in no way
define, limit or describe the scope or intent of any provi-
sions or sections of this Agreement.
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Section 19 . Notices . Any notices or filings
required to be given or made under this Agreement shall be
served, given or made in writing upon the Agency by personal
delivery or registered mail addressed to:
Redevelopment Agency of
the City of Redlands
30 Cajon Street
Redlands, California 92373
Attention: Executive Director
and upon the Escrow Agent by personal delivery or registered
mail addressed to:
Bank of America National
Trust & Savings Association
Los Angeles, California
Attention:
or at such other place as may be designated by either party
in writing.
Section 20. Immunities and Liabilities of Escrow
Agent.
( i ) The Escrow Agent undertakes to perform only
such duties as are expressly and specifically set forth in
this Agreement and no implied duties or obligations shall be
read into this Agreement against the Escrow Agent.
( ii ) The Escrow Agent shall not have any liability
hereunder except to the extent of its own negligence or
willful misconduct. The Escrow Agent shall have no duty or
responsibility under this Agreement in the case of any
default in the performance of the covenants or agreements
contained in the 1985 Resolution.
( iii) The Escrow Agent may consult with counsel of
its own choice (which may be counsel to the Agency) and the
opinion of such counsel shall be full and complete authori-
zation to take or suffer in good faith any action in accor-
dance with such opinion of counsel.
( iv) The Escrow Agent shall not be responsible for
any of the recitals or representations contained herein.
(v) The Escrow Agent shall not be liable for the
accuracy of any calculations provided as to the sufficiency
of the moneys or SLGS deposited with it to pay the princi-
pal, interest, or premiums, if any, on the 1985 Bonds.
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(vi) The Escrow Agent shall not be liable for any
action or omission of the Agency under this Agreement or the
1985 Resolution.
(vii) Whenever in the administration of this Agree-
ment the Escrow Agent shall deem it necessary or desirable
that a matter be proved or established prior to taking or
suffering any action hereunder, such matter (unless other
evidence in respect thereof be herein specifically pre-
scribed) may, in the absence of negligence or willful
misconduct on the part of the Escrow Agent, be deemed to be
conclusively proved and established by a certificate of an
authorized representative of the Agency, and such certifiate
shall, in the absence of negligence or willful misconduct on
the part of the Escrow Agent, be full warrant to the Escrow
Agent for any action taken or suffered by it under the
provisions of this Agreement upon the faith thereof.
(viii ) The Escrow Agent may conclusively rely, as to
the truth and accuracy of the statements and correctness of
the opinions and the calculations provided, and shall be
protected and indemnified, in acting, or refraining from
acting, upon any written notice, instruction, request, cer-
tificate, document or opinion furnished to the Escrow Agent
signed or presented by the proper party, and it need not
investigate any fact or matter stated in such notice,
instruction, request, certificate or opinion.
( ix) The Escrow Agent may at any time resign by
giving written notice to the Agency of such resignation.
The Agency shall promptly appoint a successor Escrow Agent
by the resignation date. Resignation of the Escrow Agent
will be effective upon acceptance of appointment by a suc-
cessor Escrow Agent . If the Agency does not appoint a suc-
cessor, the Escrow Agent may petition any court of competent
jurisidiction for the appointment of a successor Escrow
Agent, which court may thereupon, after such notice, if any,
as it may deem proper and prescribe and as may be required
by law, appoint a successor Escrow Agent . After receiving a
notice of resignation of an Escrow Agent, the Agency may
appoint a temporary Escrow Agent to replace the resigning
Escrow Agent until the Agency appoints a successor Escrow
Agent. Any such temporary Escrow Agent so appointed by the
Agency shall immediately and without further act be super-
seded by the successor Escrow Agent so appointed.
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IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the date and year first above
written.
REDEVELOPMENT AGENCY OF
THE CITY OF REDLANDS
By:
Chairperson
ATTEST:
Secretary
BANK OF AMERICA NATIONAL TRUST
& SAVINGS ASSOCIATION
By:
Title:
By:
Title:
FJB0455
EXHIBIT A
INVESTMENT OF ESCROW FUND
[To Come]
A-1
FJB0455
i
i
EXHIBIT B
ACCOUNTANT'S VERIFICATION
[ to come]
3
B-1.
FJB0455