HomeMy WebLinkAbout154 RDA_CCv0001.pdf REDEVELOPMENT AGENCY OF THE
CITY OF REDLANDS
Resolution No.
Resolution Authorizing the Issuance of
$4,500,000 Principal Amount of
1977 Redlands Redevelopment Project
Tax Allocation Refunding Bonds
Adopted January 18, 1.977
TABLE OF CONTENTS
AriTicLr,I—Authoriwtion of Bonds;Definitions
section Page
1..01. Authorization 1.
1..02 Definitions . . . . I.
1-03 Equal Security
AraTrrUK II—The Bonds
201 Autlaorirat on 8
2.02 Ternas of Bonds . . . . 8
2.03 Rede rnptioza 10
2.04 Forin of Bonds 11
2M Execution of Bonds 22
2,06 Transfer of Coupon Bonds 23
2.07 Transfer of Fully Registered Bonds 2
2,08 Exchange of Bonds 23
2.09 Bond. Register . 24
2,10 Temporary Bonds . . . - . . . . . . . . . . . . . . . . . . . . 24
2.1.1. Bonds Mutilated, Lost, Destroyed or Stolen . . . . 25
AaaTaCLE III—Issue of Bonds;Additional Bonds
101. Issuance of Bonds 26
3.02 Application of Proceeds of Sale of Bonds . . . . . . . 26
3.03 Fscroav Fund 27
,.,,04 Reserve Fund 27
105 Icxde-v<:loprneaat Fund . . 2S
106 Expense= Fund . . . . . 28
3.07 Issuance of Additional Brands . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
3.08 Validity of Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
ARTICLE[CLE TV—Investment Revenues;Tax Revenues;
Special Fund and Accounts
01 Pledge of Investment Revenues and Tax Revenues . . . . . . . - 30
4,02 Special Fund
4,03 Est�abhshrnen:t and Maintenance of Accounts for Tax. Revenues;
Use, and Withdrawal of Revenues . . . . . . . . . . . . . . . . 33
Auric° V--Other Covenants of the Agency{
5,01 Punctual Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
5.02 Accurnulation of Coupons . . . . . . . . . . . . . . . . . . . . . . 35
5,03 Against Encumbrances . . . - . _ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
55M Management and Operation of Properties 35
5.05 Payment of Claims . . . . . . 35
5.06 Boobs and Accounts; Financial Statements 35
5,07 Protection of Security and. Rights of Bondholders . . . . . . . . . . . . . . 36
T,xraLE,or COTIVIT TS
Section
I' e,
......_.....ag......__.
3,f95 ' aft)tenaoc c of Paying Agents _ . . _ . 30
5,09 PeIynac>nt of Taxes and: Other Charges . . . . . . . . . . . . . . . 37
5.10 Coinpletion of Project 37
5.11 Etnincnt Domain Procceds t
5.12 Taxation of Leased Property . . . . . . 39
5,13 Ai nendmcnt.of Iledcxclopznent flan and Disposition of Property 40
554 Single ,mann Payments in Licu of Taxes . _ . _ . . . . 41
5.15 Further Assn.muCes _ . . . 42
Ai rice.*:VI—The Fiscal al Agent and the Paying Agents
6.01 Appointment of Fiscal Agent 42
6.02 Appointment of Paying Agents . . 43
603 Liability of Agents 43
6.04 .Notice to Agents 44
6,05 Deposit and Investment of Moneys in Funds 44
A.,vrxc':z.i;:VII----Modif vgtion or Amendment of the Resolution
7.01. Amendments Permitted _ . 45
T02 I:3oncllxolders' Meetings 46
7,03 Procedure for Atnendnient with Written Consent of Bondholders 47
7.04 Di€>qualifie.d Bonds 4S
7.05 I ffoct of Supplejuent'j 33esolation 48
7.05 Endorsemctit or llepl.acc-1-hent of Bonds Issued After Amendments 49
T07 Ainendat:-)r,r Endorsement of Bonds 49
AE a:cc.Fs VIII--Events of D�,,fau't and Rena.edips of Bondholders
8.01 Events of .Default and Acceleration of Maturities 49
8.02 App'izction of Funds upon Acceleratian 51
8,03 Other Re inedies of Bondholders 52
83 04 Non-,waiver . . 5
&0-a Actions by Fiscal Agent as Attorney-in-Fact 53
&06 Remedies Not L;xclusive 53
A11 ICI,r IX---Wveellaneous
W)l Bcrnefits of flesolution Limited to Parties . . _ . . _ 54
9,02 Successor Is Deemed Included in All References to Predecessor 54
9,03 Discharge of Besolntioaa . . 54
9.04 Exeention of Documents and Proof of Ownership by Bondholders 55
9.05 giver of Personal Liability . . . _ . 56
. . . . . . . .. . . . . . . . . . . . .
9.00 Publication for Successive W(.Tks _ 56
9,07 Destruction of Cancelled Bonds . . . . . . . 57
9,08 Notices and Demands on .Agency _ . . . _ . . . 57
9.09 Partiscl Invalidity . . . _ 57
RESOLUTION No.
Resolution Authorizing the Issuance of $4,500,000 Principal
Amount of 1977 Redlands Redevelopment Project
Tax Allocation Refunding Bonds
WHERE AS, the Redovelopment Agency of the City of Redlands
is a redevelopment agency, a public body, corporate and politic, duly
created, established and authorized to transact business and exercise
powers under and pursuant to the provisions of the Community
Redevelopment Law of the State of California, including power to
issue bonds for arty of its corporate purposes;
WHEREAS, all the requirentenN of law have been complied with
in the adoption of a redevelopment plan in the City of Redlands,
California; and
WHERE As, the Redevelopment Agency of the City of Redlands
r
has heetofore issued bonds to aid in the financing or refinancing of
the Project;
Now, TiiEREFonE, BE IT RFSOLVED BYru,F REnEvrY.,otAu,,,xi,.AGF,-,N-C,)r
OFTI-Ir CITY OF RrDIANDS, as follows:
ARTICLE I
AUTHORIZATION OF BwNDs; DEFINITION"S
,-,XTION 1.01. Authorization.. The Agency has reviewed all
I.-.)roeeedings heretofore taken and has found, as a result of such re-
view, art(] hereby finds and determines, that all conditions, things
and acts required by law to exist, happen or be performed precedent
to and in connection with the issuance of the Bonds do exist, have
happened and have been performed in due time, form and manner
as required by law, and the Agency is now difly empowered, pur-
suant to each and every requirement of law, to issue the Bonds in
the manner and form provided in this Resolution,
SECTION 1.02. Definitions. Unless the context, otherwise re-
quires, the terms defined in this Section L02 shall, for all purposes
of this Resolution and of tiny resolution supplenieutalhereto, and
2
of any certificate, opinion or other document herein mentioned, have
the moaning"-, herobl, specified.
Agency
"Agellcy" mealls the R-odevelopinent Agency of the City of Red,-
lands, ,i public body, corporate and politic, established under the Law.
Articles, Sections
All references herein to "Articles," "Sections" and other subdi-
visions are to the corresponding Articles, Sections or subdivisions
of this Resolution, and the words "herein," "hereof," "hereunder"
and other words of similar import refer to this Resolution as a
whole and not to any particular Article, Section or subdivision hereof.
Bonds, Additional Bonds, 1975 Bonds
"Bonds" ineans the 1.977 Redlands Redevelopment Project Tax
Allocation Refunding Bonds authorized by, and at any time out-
standing pursuant to, this Resolution.
"Additional Bonds" means bond,,-, of the Agency issued in ac-
cordance with. Section 3.07.
"1975 Bonds" ineans the $4,310,000 principal amount of 1975
Redlands Redevelopment Project Tax Allocation Bonds maturing
oil and after July 1, 1988, issued pursuant to Resolution No. 143 of
the Agency, adopted on June 27, 1975.
Escrow Bank
"E'scrow Ban' means the "Escrow Bard(" under the escrow
agreemeiit, dated as of February 8, 1977, between the Agency. 'and
Bank of America National Trust and Savings Association, which
will be ox(Tute(], before the issuance of the Bonds,in substantially the
form am,)roved I)y the Agency on the date of adoption of this
Resolution.
Federal Securities
"Federal Securities"" means United States Treasury notes,
bonds, bills or certificates of indebtedness or those for which the
fidtli and credit of the 11 1 Tnited States are pledged for the payment
of TwhwQml and interest; obligations issued by banks for coopera-
tives, f(41eral land banks, federal intermediate credit banks, federal
hot e loan banks, the Vedas]. Home Loan Bank Board, the Temie,',-'see
Valley authority, or obligations, participations, or other instru-
numts of or W-ned by, or fully guaranteed as to principal and inter-
(at by, thy Wderal National -Xiortgage Association; all as and to
the extent that such securities are eligible for the legal illvestmalt
of Agency funds.
Financial Newspaper or Journal
"Financial newspaper or journal" Ynearis The 11"a,11 Strect Joiir-
101 or, The 1)(,tily Bond Buyer or any other newspaper or journal
prii)te(] iij the Englisli language, customarily published on wi,ch
busines", day, publishing fi-mancial news, circulated in lNew York,
Now York, and selected by the Fiscal Agent, whose decision shall
be final and conclusive.
Fiscal Agent
"Piseal Agent" mesas Bank of :�rneriea National Trust and
Savings A,,,,soeiatioiw appointed by the Ap3my in Section 6.01 and
awfing as an WIromhot trustee with the duties and powers horeill
provi(le(t its "'I'lecessors and assigns, and any other corporation
or association "-Well may at any time be substituted in its place,
as provided in Section 6.01,
Fiscal Year
"Wal War" means any twelve-month period extenIng from
.July I in one Calendar year to June 30 of the succeeding calemlar
year, both inclusive.
Holder, Bondholder
"llolder" or "Bondholder" means any per'SOYI who shall be ille
Warer of imy outstanding Bond registered to bemvr or ilot reWs-
tore(L or the registered owner of any outstanding Bond which shall
at the Ume be registered oth, than to bearer.
4
Independent Certified Public Accountant
:4111depoode[It Cel�fified Public Accountant" ineans any acemnit-
aid or firm of such accountants duly licensed or registered or on-
titled to practice aild practicing as such under the laws of the State,
Of ('aIHTOTJ)ia, appointed by the Agency, and who, or each of whoin—
(1) is in fact independent, and not under domination of
the At),,encv;
(2) does not have any substantial interest, direct or indirect,
Nvith the Agency; and
(3) is not connected with the Agency as all officer or
oniployee of the Agency, but who may be regularly~ retained to
nwke annual or other similar audits of any of the books of
the Agency.
Independent Financial Consultant
"Independent Financial Consultant" means any financial con-
sultant or firm of such consultants appointed by the Agency with
the written concurrence of the Fiscal Agent, and who, or each of
W1,10111--
(1) is in fact independent and not under domination of
the Agency, ;
(2) does not have tiny substantial interest, direct or indi-
root, with the Agency; and
(3) is not connected with the Agency as all officer or
employee of the Agency, but who may, be regularly retained
to make reports to the Agency.
Independent Real Estate Consultant
"independent Real Estate Consultant" means any real estate
consultant or firm of such consultants appointed by the Agency with
the written concurrence of the Fiscal Agent, and who, or each of
whom—
(1) is in fact independent and not under domination of
they Agency;
(2) does not have. an'v stibstantial interest, direct or Indi-
reet,with the Agency and
S
(3) is not connected with the Agency as an officer or eni-
ployee of the Agency, but who may be regularly retained to
rnaiw reports to the .Agency.
Investment Revenues
"Inve,,,tment tie veii ties" means all income received on or before
the Whindhig Date from the investment of the Escrow Fund created
by sectiol} 3M3.
Law
"]...,aw" means the Community Redevelopment Law of the State
of California, constituting Part I of Division 24 of the Health and
Safety Code of the State of California, and the acts amendatory
thereof and supplemental thereto.
Minimum Reserve Fund Balance
"minimum Reserve Fund Balance" means the amount of the
interest on all Bonds outstanding winch will become due and payable
On the DeXt t'WO succeeding interest 1),tvineiit dates.
Outstwiding
"(hitstanding," when used as of any particular time with refer-
ence to Bonds' (snbject to the provisions of Section 7.04) means all
[307-Ids tlieretofore issued under this Resolntlor) except—
(a) Bonds theretofore cancelled by the Fiscal Agent or
siwrendered to the Fiscal Agent for cancellation;
(b) Bonds for the payment or redemption of whioth nioioey
ol* SOCUT'ities in the necessary is I
y amount (� -.u,ovided in seetioll
9.0;3) shall have theretofore been deposited with the Fiscal
Agent (Whether 11I)OTI 01' prior to the inaturity or the redemption
date, of such Bonds), provided that, if stic.ii Bonds are to be
redeemed prior to the inaturity thereof, notice of suell redenip-
tion, Shall have been given as in Section 2.03 provided ot- provi-
sion sati,
sfia(,tory to the Fiscal Agent shall have been inade for
the giving of sneb riotice; and
(e) Bonds ii,-i lien of, or in substitntiozi for, which other
Bonds shrill liave been issued pursuant to the ternis of See-
tioii 2,11.
6
Paying Agents
"Paying Agents" means the agents appointed by the Agency
r)ursuant, to Section 6.02, the successors and assigns of each of them,
and any other cor1lorations or associations which may at any time
be substituted in the place of either of them, as provided in See-
tion 6.02,
Project
"Protect" means the undertaking of the Agency pursuant to
the Redevelopment Plan and the Law for the redevelopment of the
Project Area and for other improvements either within or without
the Project Area to the extent such improvements are of benefit to
the Project Are,-.i,,
Project Area
"Project Area" means the project area as described in the
Redevelopryient Plan,
Redevelopment Plan
"Re(Jevelopinent Plan" ineant., the redeNFelopinent plan for the
.ProJect. Area approved and adopted by Ordinance Nro, 1500, adopted
by the City Council of the City, of Ivedlands on September 26, 1972,
together with any amendments thereof Or supplements thereto,
Refunding Date
"Refum,ling Date" means July 1, 1987 (which is the (late oil
which it is antieil)ated that the call and redemption necessary to
offect the refunding provided. for in this Resolution shall occur) or
aoy later date On which the 1975 Bonds are retired.
Report
"Report" means a report in writing signed by an Independent
Financial Consultant or an Independent Real Estate Consultant and
including—
(1) a statement that the person or firm making or giving
such Report has read the pertinent provisions of this Resolu-
tion to which such Report relates;
7
(2) a brief sftitonient as to the nature and scope of the
extunhiatioYi or investigation upon which the Report is based;
and
(3) a statement that, in the opinion of such person or firm,
such exaraination or investigation Nvas made as is necessary to
enable such person or firm to express an informed opinion
with respect to the subject matter referred to in the Report.
Resolution
Resolution, y as adopted by the Agency
Resolution" Ine"'Ins this I
under the Law, or as it inay from tinio to time be snppleniented or
ainended by aTiv Supplernental Resolution adopted pursuant to the
provisions hereof.
Supplemental Resolution
"Supplemental Resolution" or "supplemental resolution" means
any resolution then in full force and effect which has been duly
adopted by the Agency under the Law, 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 there-
on, amendatory of or supplemental to this Resolution; but only if
and to the extent that such Supplemental Resolution is specifically
authorized hereunder.
Tax Revenues
"Tax Rei ,enues" means all taxes allocated to and paid into the
Project Special Fund (created by Section 4.02) pursuant to Article
6 of Chapter 6 of the Law and Section 16 of Article XVI of the
Constitution of the State of California, and as provided in the Re
development. Plan, including all payments and reimbursements, if
any, to the Agency specifically attributable to ad valorem taxes
lost by reason of tax exemptions and tax rate limitations.
Treasurer
"Treasurer" means the Treasurer of the Agency or the officer
who is then performing the functions of Treasurer of the Agency.
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The Bomis sImtI mature taitd become payable on Juty 1 in each year,
as follows
Principal Principal
year Amount Year Amount
1988 $274,000 1994 $400,000
1959 . . . . . . . . . . . 290,000 1995 430,000
1990 . . . . . . . . . . 310,000 1996 455,000
1991 334,004 1997 . . . . . . . . . . . . 490,000
1992 350,000 1998 . . _ . . . . . . 520,000
1993 375,000 1.999 . 230,000
The Bonds shall bear interest at the rate designated by the
Agenerr at the time of the sale of the Bonds, but not to exceed eight
per (sent (877) per a,nmiin, payable oil .July 1., 1.977 and thereafter
Senlifl,t'11"1L2ally Oil .Ja,lallary 1. gild .July 1 Ill each year. Both the prin-
eipal of :.incl interest ola the Bonds shall be payable in lawful money
of the 1:i1.lited. States of America at the principal office of the Fiscal
Agent in the City of Laos Angeles, State of' California. In the cake
of coupon Bonds, both such principal and interest shall also be pay-
able, at the option of the holder, at the office of the Paying Agent
in New York, New York, or at the office of the Laying Agent in
Chicrago, Illilloi.s.
The coupon :bonds shall be numbered 1 to 900, inclusive, and
shall bear interest from March 1, 1977. The interest coupons at-
taclaed to the coupon. Fonds shall be numbered in consecutive
nlanaerical order, incl each such coupon shall represent six months'
interest on the Bond to which it is attached, except that the first
coupon attached to each :Bond shall represent iltterest for four
months. I'avmont of interest oil the coupon Bonds due oil or before
maticl°iter of such Bonds shall be made-only upon Iaresentatioli and
starrender of the coupons representing such interest, as the same
rest)(Ttively fall dace.
The f telly registered Bonds shall bear interest from the interest
payment date next; precedilig the date of registration thereof unless
such date of registraation is all interest payment elate, ill which evelat
they shall bear interest front such date, or unless such (late of reg-
istration is prior to the first interest payment date, ilt which event
they shall bear interest: from March 1, 1.977; provided, however,
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brie}, giving notice also that further interest ou such Bonds will
110t tIMIle aft(J' the redemption date.
;k similar notice shall. be mailed by the Fiscal Agent to the
regi,,'tered owi.iers of ally registered 11ouds desigouated for
redeml)Ooti,, at letst thirty but not more than si.xt.v days prior tc4 the
redemption data, al their addresses appearing on the Bond regis-
Ir,flion books in the office of the Fiscal Agent; but such mailing
shall riot be a condition precedent to such redemption and failure
to mail or to receive any such notice shall not affect the validity
of the proceedings for the redemption of such Bonds.
After the (.late fixed for redemption, if notice of such redemp-
tion shall have been duly published and funds available for the
payment of tile principal of and interest (and preHlilln), if any)
oil the Bonds so called for redemption shall have been duly pro-
vided, such Bonds so called shall cease to be entitled to any benefit
under this Resolution other than the right to receive payment of
the redemption price, and no interest shall accrue thereon oil or
after the redemption date specified in such notice.
'Whouever ZI,Tly Bonds are to be selected for redemption by lot,
the Fiscal Agent shall determine, in any niaimer 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 the provisions of this Section
and the appurtenant coupons, if any, and all Bonds purchased by
the 'Fisch Agent pursuant to Section 4.03 and the appurtenant
coupons, if any, shall be cancelled and shall be surrendered to the
Agency.
SECTION 2.04. Form of Roads. The COUPOfl Bonds, the inter-
est, coupons to be ittaclied thereto, the fully registered Bonds '111d
the form of Fiseal Ageiit's certificate of authentication and regis-
tration, corresponding coupon Bond endorsement, and assignment
to appear thereon, shall be substantially in the following forms,
respectively, with necessary or appropriate variations, ontissions
and insertion,-,, as permitted or required by this Resolutiou:
12
MWVI, OF COUPON BOND]
$5,000
UM,rED '.-_'1TATES OF AmERICA
8"PATE OF CALIFORNIA
COUNTY OF SAN- BERN-ARDINO
1977 REL)LANDS REDEVELORAIENT l-)ROJEC1'
TAX ALLOCATION REFUNTDTN!(.T' BOND
'I'lie Redevelopinwit Agency of the City of Redlailds, a public
body, corporate and politic, duly organized and existing under and
by virtue of the laws of the State of California (the "Agency"), for
value received, hereby promises to pay (but solely from the funds
hereinafter mentioned) to the bearer hereof the principal suni of
Five '.Thousand Dollars ($5,000) on July 1, __.... (subject to any
right of prior redemption hereinafter expressly reserved), together
with interest on such principal sum from the date hereof until pay-
ment of such principal sum iii full, at the rate of per cent
Mer annum, payable on July 1, 1977, and thereafter semiannually
oil. January 1 and July I in each year, but only, ii) the ease of in-
terest due ori or before maturity, upon presentation and surrender,
aiid according to the tenor, of the respective interest coupolls hereto
aune
�xed as they severally mature. Both the priticipal of and in-
terest on this Bond are payable in lawful money Of the United
States of kryierica at the principal office of Bank of America National
Trust and Savings Association (the "Fiscal Agent"), in Los An-
geles, California, or at the offices of the paying agents of the Agency
in New York, New York, or Chicago, Illinois, at the option of the
holder.
This Bond is one of a duly authorized issue of 1977 Redlands
Redevelopment Project Tax Allocation Refunding Bonds (the
"Bonds"), limited in aggregate principal amount to Four Mil-
lion Five 11midred Thousand Dollars ($4,500,000), and Consists or
may consist of varying denominations, numbers, maturities, inter-
est rates, redemption and other provisions, all issued and to be
issued pursuant to the Constitution and laws of the State of Cali-
forma, including the Community Redevelopment Law (being Part 1
of Division 24 of the Health and Safety Code of the State of Cali-
13
fornix) and the acts amendatory thereof and supplemental thereto,
and pursuant to a resolution (the "Resolution") adopted by the
Agency on January 18, 1,977. All of the Bonds are equally and
ratably secured in accordance with the terms and conditions of
the Resolution, to which reference is hereby made for a specific
description of the security therein provided and of the nature, extent
and manner of enforcement of such security, and a statement of
the rights of the bearers and registered owners of the Bonds, to
all of the provisions of which the bearer of this Bond, by his accept-
ance of this Bond, consents and agrees.
The Bonds are issued by the Agency to aid in refinancing the
redevelopment of a duly designated redevelopment project area
in Redlands, California, and the proceeds thereof are to be applied
to the redemption of 1975 Redlands Redevelopment Project Tax
Allocation Bonds maturing on or after July 1, 1988, which redemp-
tion is to be effectuated on July 1, 1987. As defined in the Resolution
and as used herein, the term "Refunding Date" means July 1, 1987
or any later date on which said 1975 Bonds maturing on or after
July 1., 1988 are retired. On and before the Refunding Date this
Bond, together with all other Bonds of this issue, are secured by the
Investuient Revenues (as such term is defined in the 'Resolution)
and after the Refunding Date this Bond, together with all other
Bonds of this issue and any Additional Bonds permitted by the
Resolution, will be secured by a first and exclusive pledge of the
Tax Revenues (as such term is defined in the Resolution), all as
more particularly set forth in the Resolution.
Bonds maturing on July 1, 1988 shall not be subject to redemp-
tion before their stated maturity. Bonds maturing on or after July 1,
1989 shall be subject to redemption prior to their respective stated
maturities, at the option of the Agency, from any source of available
funds, as a whole or in part, in inverse order of maturity and by lot
within a maturity, on any interest payment date on or after July 1,
1988, at the principal amount thereof and accrued interest to the
date of redemption plus a premium of one-quarter of one per cent
(1/4 of 170) of such principal amount for each year and for the
fraction of a year, if any, remaining from the date fixed for redemp-
tion to the stated maturity thereof.
14
The Bonds are issuable as coupon Bonds in the denomination of
$5,000 and as fully registered Bonds without coupons in denomina-
tions of $5,000 and any authorized multiple thereof. Subject to the
limitations, and condition,,, and upon payment of the charges, if any,
provided in thea Resolution, fully registered Bonds may be exchanged
for a like aggregate principal amount of coupon Bonds of the sante
maturity or for it like aggregate principal attiount of fully registered
F',onds of flee same inaturify of other authorized denominations, and
coupon flonds ntay be exchanged for, a like aggregate principal
amoul
�0 of f ItIly registered Bonds of the same maturity of authorized
denominations.
This Bond and the coupons appertaining hereto are negotiable
and transferable by deliN•ery, and the Agency, the Fiscal Agent and
any paying agent may treat the bearer hereof, or the bearer of any
coupon appertaining hereto, as the absolute owner hereof or of such
coupon, as the case may be, for all purposes, whether or not this
Bond or such coupon shall be overdue, and the Agency, the Fiscal
Agent and any paying agent shall not be affected by any notice to
the contrary.
rl'he rights and obligations of the Agency and of the holders
and registered owners of the Bonds may Ile modified or amended
at any time in the manner, to the extent and upon the terms pro-
vided in the Resolution, lilt no such modification or amendment May
(I) extend the maturity hereof or reduce the interest rate hereon,
or otherwise alter or impair the obligation of the Agency to pay
Ole principal hereof, or interest hereon, or any premium payable
on tlj(-, redCMIptiOTl hereof, at the time and place and at the rate and
in the currency provided herein, without the express consent of the
holder of this Bond, or (2) permit the creation by the Ageney of
an,N pledge of or lien upon the Tax Revenues or the Investment
Revenues (hereinbefore referred to) superior to or (except as ex-
pressly provided in the Resolution with respect to Additional Bonds)
oil it parity with the pledge and lien herein and in the Resolution
created for the benefit of the Bonds, or reduce the percentage of
Bonds required for the affirmative vote or NN,ritten consent to an
amendment or modification, or (3) modify any of the rights or obli-
15
gations of the Fiscal Agent or of any paying agent without its
written assent thereto; all as more fully set forth in the Resolution,
This Bond is not a debt of the City of Redlands, the State of
Ca]Hornia, or any of its political subdivisions, and neither said City,
said State, nor any of its political subdivisions is liable hereon, nor
in any evont shall this Bond be payable out of any funds of, prop-
erties other than those of the Agency. The Bonds do not constitute
an indebtedness within the meaning of any constitutional or statutory
debt limitation or restriction.
It is hereby certified that all of the conditions, things and acts
required to exist, to have happened or to have been performed prece-
dent to and in the issuance of this Bond do exist, have happened
and have been performed in due time, form and mariner as required
by law.
IN WITNESS WHEREOF, the Redevelopment Agency of the City,
of Redlands has caused this Bond to be executed in its name and
on, its behalf by its Chairman and its Secretary, and the seal of
the Agency to be reproduced hereon, and coupons for said interest,
bearing the facsimile signature of its Secretary, to be attached,
hereto, and this Bond to be dated March 1, 1977.
REDEVELOPMENT AGE-NT(,y OF TI-T.E
CITY OF REDI,"-DS
Chair-man
Secretary
[Seal]
16
1-FOHNI OF INTEREST COUPON]
Coupon No.
TIrE REDEVEL-
A(,-,E--,-(,'Y OF THII Cf.TY OF REDLA-NDS, On _.------------------------- ---------
(subject
---------- ------
(subject to aiiv right of prior redemption.
reserve(] in the Bond herein. mentioned) will
pay (but only out of the Investment Reve-
Imes or Tax Revenues referred to in said
Bond) to bearer, at the principal office of the
Fiseal Agent, BANK OF AMERICA NATIONAL
TRUST AND SAvi-,(is ASSOCIATION, in Los ANGE-
CAj..TFon,,-,rik, or, at the option of the holder,
at the offices of the paying agents of the Ageney
in NEw YORK, NEW YORK, or in CHICAGO, 11,111-
NOIS, UPOII surrender hereof, the sum set forth
hereon in lawful TjjOjI(.,
,V Of the United States of -------
Americ,a, being interest then due on its 1977
Redlands Redew,41nnent Project Tax Alloca-
tion 'R,efund;n§1,, Bond, dated March 1, 1977. No. ------
----------
Secretaru of the Redevelopment Agency
of the City of Redlands
IFOItM OF FUILLY REGISTERED BONDI
No. R.__-_.--.._...,. ------------
JITNITED STATES OF AmEmc.k.
STATE OF CALIFORNIA
COUNTY OF -',AN BERNARDINO
1977 REDLANDS RKDEVELOP-MENP
"r RO .I 1+,(,i T
7'AX ALLOCATION REFI -NDLNG BONI)
r rhe Redevelopment Agency of the City of Redlands, a public
body, corporate and politic, duly organized and existing under and
by virtue of the laws of the State of California (the "Agency"),
for value received, hereby promises to pay (but solely from the
;rs
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[FORAI OF ASSIGN TAITINT]
For value received, the undersigned do(es) hereby sell, assign
aial trap-,fer onto ---------- ......__------------ the within-mentioned Bond
and hereby irrevocably constitute and appoint ------------------a._-......___-.....-.
attornev to transfer the same on the books of the Fiscal Agent, with
full power of substitution in the premises.
Dated: ..,..-,. ------------__
SEC,Tio-& 2.05. Execution of Bonds. The Bonds shall be executed
on behalf of the Agency by the signature of its Chairman and the
signature of its Secretary who are in office on the date of the adop-
tion of this Resolution or at any time thereafter, and the seal of the
Agency shall be impressed, imprinted or reproduced by facsimile
thereon. Either of such signatures may be affixed by facsimile thereof,
provided that one of such signatures shall be manually signed on
each Bond. The interest coupons attached to the Bonds shall bear the
facsimile of the signature of said Secretary. If any officer whose sig-
nature appears on any Bond or coupon ceases to be such officer be-
fore delivery of the Bonds to the purchaser, sucti signature, either on
the Bonds or the coupons, or on both, shall nevertheless be as effec-
tive as if the officer had remained in office until the delivery of the
Bonds to the pLirchasor. Any Bond or coupon may be signed on
behalf of the Agency by such persons as at the actual date of the
execution of such Bond. or coupon shall be the proper officers of
the Agency although at the nominal date of such Bond or coupon
any such person shall not have been such officer of the Agency.
Only such of the fully registered Bonds as shall bear thereon a
certificate of authentication and registration in the form herein-
before recited, executed and. dated by the Fiscal Agent, shall be valid
or obligatory for any purpose or entitled to the benefits of this Rcso-
Intion, and such certificate of the Fiscal Agent shall be conclusive
evidence that the Bonds so registered have been duly authenticated,
registered and delivered hereunder and are entitled to the benefits
of this Resolution.
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27
posit with the 14'iseal Agent an amount sufficient to make up the
deficielley.
SECTION 3.03. Escraw fund. There is herobv created a, fund
to be kiiowTi as the "Escrow Fund", which the Agency hereby cove-
nants and agrees to cause to be maintained and be held in trust by
the Escrow Bank.
The Agency hereby covenants to exercise, on July 1, 1987, the
privilege of redemption of the 1975 Bonds and in connection there-
with to take all steps required by the resolution authorizing the
issuance of the 1975 Bonds to insure that such privilege is exer-
cised, to the end that the 1-975 Bonds are in fact redeemed on July
1, 1987. The Agency also covenants to direct the Escrow Bank to
notify the fi.scal agent under said resolution of the necessity of giving
notice of redemption, in accordance with section 9 of the escrow
agreement, dated (.is of February 8, 1977, between the Agency and
the Escrow Bank.
SBci,ioN 3.04. Reserve Fund. There is hereby created a fund
to be known as the "Reserve Fund," which the Agency hereby cove-
nants to cause to be maintained on and after the Refunding Date
and which shall be held in trust by the Fiscal Agent. On the Refund-
ing Date, there shall be transferred to the Reserve Fund the balanee
then on deposit in the Redlands Redevelopment Project Reserve
Fund created by the resolution authorizing the issuance of the 1975
Redlands Redevelopment Project Tax Allocation Bonds. Moneys
in the Reserve Fund shall be used and withdrawn by the Fiscal
Agent solely for the purpose of replenishing the Interest Account,
or the Principal Account in the event of any deficiency in either
of said Accounts, or for the purpose of paying interest on and prin-
cipal of the Bonds (and any Additional Bonds) if no other funds
are available therefor. The Minimum Reserve Fund. Balance shall
be maintained in the Reserve Fund, and any deficiency therein shall
be made up from the first available moneys in the Special Fund
established pursuant to Section 4.02. The Minimum Reserve Fund
Balance may lie increased by any resolution authorizing the issuance
of Additional Bonds pursuant to Section 3.07. Any moneys in the
Reserve Fund in excess of the Minimum Reserve Fund Balance shall
28
i)e trallsfe.rred to the Special Fund. No payment need be made into
the 1ieserve Fetid if will when the amounts contained therein and
ill the Special Fund are, at least equal to the redemption prices of
all of the Bonds (all(], any Additional Bonds) outstanding plus inter-
est thereon to the next ensuing date of redemption.
SECT[0-,,- 3.05. lledetelopinent Fund. There is hereby created
a -fun(] to be Imown as the ,.Redevelopment Fund," which the Agwoucy
hereby covenant s` and agrees to cause to be maintah'ied ori acrid after
the Refiniding Date alid which shall be held in trust by the Treasurer.
On the Refunding Date, the balance then on deposit in the Redlands
Redevelopment Project Redevelopment Fund created by the resolu-
tion. authorizing the issuance of the 1975 Redlands Redevelopment
Project Tax Allocation Bonds shall be transferred to the Redevelop-
ment Fund. The moneys in such fund shall be used in the manner
provided, by law solely for the purpose of aiding in financing the
Project. The Agency warrants that no withdrawal shall be made
from the Redevelopment Fund for any purpose not authorized by
law. Any moneys in excess of the amount required to cornplete the
Project may be transferred from the Redevelopment Fund to the
Special Fund.
SECTION 3,06. Expense Fund. The Treasurer shall establish
a special fund to be known as the "Expense Fund." The Treasurer
shall use moneys in the Expense Fund for the payment of costs and
expenses incident to the issuance and sale of the Bonds, including
fees of financing consultants and bond counsel, printing costs and
any other costs and expenses incident to the issuance and sale, of
the Bonds. On the Refunding Date any remaining balance in the
Expense Fund shall be transferred to the Fiscal Agent for deposit
in the SpecialFund created by Section 4.02,
SECTION 3.07. Issuance of Additional Bonds. (a) After the
Refunding Date, the Agency may issue bonds ("Additional Bonds"),
payable from Tax Revenues and equally and ratably secured with
the Bonds by Tax Revenues, to finance or refinance the Project, but
only subject to the following specific conditions which are hereby
made Conditions precedent to the delivery of any such Additional
Bonds:
BEDLANDS-7132 Bowne of San Francisco, Inc., 981-7882
29
(1) The Agency shall be in compliance with all covenants
set forth in this Resoltition.
(2) Tax Revenues received or to be received by the Agency,
during the fiscal year in which such Additional Bonds are
issued, based upon the Illost recent assessed valuation of taxable
property ill the Redevelopment Project Area (as certified by
the Amlitor-Controller of San Bernardino County) phis, at, the
option of the Agelicy, an allowance for additional Tax Reve-
nues to be received by the Agency during the twelve-month
period commencing oil the day next succeeding the last (Jay
of the* period for NvIlieli interest on said Additional Bonds shall
have been fully funded frorn the proceeds of such Additional
Bonds (l.wovided that in such ease no principal of such Addi-
tional Bonds shall become (.Ine prior to the termination of said
twelve-Illon'th period), based upon in estimated increase in the
valuation of taxable property in the Redevelopment
Project Area over tbe arnount shown oil the most recent equal-
ized assessment roll, of San Bernardino County, in all amount
equal to Such estimated ad(fitional Tax Revenues (provideol
that (i) snob estimate shall be inade in writing by the County
Anolitor or by the Comity Assessor or San Bernar(lil.(.) County
or by a (July license(l independent M.A.I. real estate appraiser
ClcSignated by the Agency and approved by the Fiscal Agent,
Which approval shall not be unreasonably witliffeld; (ii) such.
('4in'IfIte Shall aSSUITW TIO increase in the then ('.TIT-rent tax rates;
and (iii) snell estimate, to the extent that it includes the
mated v.,,due of taxable secured and unsecured property, Shall
coinsia
(ler only projects for which substantial binding oblig, -
Goals have been incurred and for which adequate funds bare
been committed) shall. be at least equal to the maximum amount
of' principal all(,] interest (oil all outstanding Bonds and Addi-
tional Bonds) which will become due and payable in any fiscal
year following Ole issuance of such Additional Bonds.
(3) The resolution. providing for such Additional Bonds,
shall re( -
piii(, that from the proceeds of such sale there shalt be
deposited in flie Reserve Fund an arnol.111t, which, wheTi added
to the balance then on hall(] in the Reserve Fund, will be equal
to the amonnt of interest (on all outstanding Bonds and Addi-
rn-e
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gent shall, trarisfer any Nremaining balance in the Investment Rev-
.,
eime Fund to the Special Fund created by Section 4.02.
SECTtoIN 4.02. Spccial Yitn-d. There is hereby created a fund
to be known as the "Special Fund," which the Agency hereby cove-
naiits and agrees to cause to be maintained on. and after thellefund-
ing Dato and whieh, shall be held in trust by the Fiscal Agent, On the
Refullding Date, the balance then on, deposit in the Redlands Re-
ilevelopment Proj(,T. t. Special Finid created by the resolution wit'lio-
rizing the issuance of the 197.5 Redlands Redevelopment Project Tax
.Allocation Bonds shall be transferred to the Special Fund. On and
"after the 1-6o'-"fundin ])at(,, the Agey.ncshall pay or cause to be paid
In
to flee Fiscal Agent, all of the Tax Revenues, and file Agency cove.-
nay'lls 1,hat it will, So far as permitted by law, authorize and direct,
and does hereby authorize and direct, the payment of the Tax
11evenues by the respective taxing agencies, as defined in Article 6
of ("hapter 6 of the Law and Article XVI, Section '16 of the Con-
stitution of the State of California, directly to the Fiscal Agent.
All, I''ax Revenues at any time paid into the Special Fmid sball be
held by the Fiscal Agent in trust for the benefit of the holders from
time to time of the Bonds (and any Additional Bonds) and of the
coupons al)pertaiuing thereto, and shall be disbursed, allocated and
applied solely for the uses and purposes hereinafter in this Article
TV Set forth.
The Fiscal Agent, on or before January 2 of each year, shall
ascertain the amount of Tax Revenues received or to be re-
ceived by the Agency based itpon. the most recent assessed valua-
tion of tamable property in the Project Area (as certified by the,
Ati(litor-Controller of San Bernardino County), shall estimate that
portion of said Tax Revenues which will be in excess of the amoant
of principal and Interest then due or to become due on the next
following July I anal January I on the Bonds and on any Additional
Bonds then outstanding, and shall promptly notify the Agency of
the excess portion so determined. The Agency may, by written notice
to the Fiscal Agent within 30 days after receipt of such notification,
direct that an amount not exceeding said excess portion be paid to
the Agency, which amount inay be used by the ,Agency for any pur-
pose authorized in the Law; provided that the Agency may direct
the Fiscal Agent to pay all, or any remaining part of said e x c e ss
33
portion to the Auditor-CAntroller of San Bernardino County for
payment into the fund,,, of the respective taxing agencies. upoll
receipt of the Tax Revenues, the Fiscal Agent shall make such pay-
ment, or payments, as directed by the Agency.
'rho routaiiiing balance of said excess portion shall be retained
by the, Fiscal Agrelit and may be used and applied to purchase out-
standing Bonds (or Additional Bonds) in the manner hereinafter
set forth. The remaining balance of said excess portion pray also be
used and applied to redeem outstanding Bonds (or Additional Bonds)
in accordance with Section 2.03 (or the provisions of any resolution
of the Agency governing the redemption of Additional Bonds). Any
such redemption shall be carried out by the Fiscal Agent at the
direction of the Agency.
Purchase of outstanding Bonds (or Additional Bonds) may be
made by the Fiscal Agent at public or private sale as and when
and at such prices as the Fiscal Agent may in its discretion deter-
mine, but only at prices (including brokerage or other expenses)
not more than. par value plus accrued interest plus the preinium,
applicable at the, next following call date. Any Bonds so purchased
together with all unpaid interest coupons appertaining thereto shall
be cancelled by the Fiscal. Agent and surrendered to the Agency and
shall not be reissued.
S"IF.CTIo.N 4.03. Establishment and Maintenance of Accottnts for
Ta,x Reveitites; Use ay.,d Withdrawal of Reventtes. The Fiscal Agent
shall transfer moneys frown the Special Fund to the Reserve FuTid
as and when required by Section 3.04. The Fiscal Agent shall also
set aside rriotieys in the Special Fund in the following respective
special t-recounts (each of which is hereby created and each, of which
the Agency covenants and agrees to cause to be maintained), as
hereinafter in this Section provided. All moneys in each of said
accounts shall be held iii trust by the Fiscal Agent and shall be
applied, used and withdrawn only for the purposes hereinafter in,
this Section provided.
(a) Interest Aecozznt. On or before the last day of De-
ceniber, 1.987, and the last days of each June and December
thereafter, the -Fiscal Agent shall set aside from the Special
,34
F-Ull(l ill the lllt0r('St A.CCOUTIt an amount equal to the aggrogate
amount of interest t)ecoflling due and payable oil t1w outstanding
Bonds (and ant-
y Additional Bonds) on the next succeeding
interest payment (late. No deposit need be Tnade into the fiderest
Ae,count if the amount contained therein is at least equal to the
interest to become due oil the next succeeding interest payment
date upon all of the Bonds (and any Additional Bonds) then
outstanding. All moneys in, the Interest Account shall be used
and withdrawn by the Fiscal Agent solely for the purpose of
paying the interest on the Bonds (and any Additional Bonds)
as it shall becOTTle due and payable (including accrued interest
oil any Bonds [and any Additional Bonds] purchased or re-
deel"Tied prior to maturity j)-ursuant to this Resolution).
(b) Prin(,,!l'j.,)a1 Jccwtnt. On or before the 30th day of each
Julle� beginning June 30, 1988, the Fiscal Agent shall set aside
from the Special Fund in the Principal Account an amount equal
to the aggregate yearly amount of principal becoming due and
payable oil the outstanding Bonds (and any Additional Bonds)
oil the next principal payment date. No deposit need be made
into the Principal Account so long as the amount contained
therein is sufficientt to pay the principal of all Bonds (and any
Additional 'Bonds) then outstanding and maturing by their terms
on the next succeeding July L All moneys in the Principal Ac-
count, shall be used and withdrawn by the Fiscal Agent solely
for the purpose of paying the principal of Bonds (and all)
Additional Bonds) as they shall become due and payable.
ARTICLE V
01'HER COVENANTS OF THE AGE-NCY
S
k,ECTION 5.01. Minctmd Payment. The Agency will p1luctually
pay or cause to be paid the principal and interest to become due in
respect of all the Bonds, in strict conformity with the terms of the
Bonds and of this Resolution, and it will faithfully'V observe and
perform all of the conditions, covenants and requirements of this
Resolution and of the Bonds. Nothing herein contained shall prevent
the Agency from making advances of its own moneys howsoever
dork,od to any of the uses or purposes referred to herein.
S G r
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(b) If such procoods are insufficient to provide the moneys
required for Ifie purposes set forth in the foregoing subsectiot) (a),
the Ageilc\� shall by resolution determine to apply such proceeds for
one of t1w following purposes, subject to the conditions hereinafter
in this subsection (b) set fortli:
(1) 'I'll(, Agency may determine to apply such proceeds to
the redemptioy) of Bonds (and Additional Bonds) then outstand-
ing (or to the purchase thereof in anticipation of redemption).
In that (went, slieh proceeds shall be applied by the Fiscal Agent,
pro rata, to the rederription (or to such purchase) of the Bonds
and Additional Bonds then outstanding in the proportion which
the principal amount of outstanding Bond,,.,, and of Additional
Bonds bears to the aggregate principal amount of all Bonds and
Additional Bonds then outstanding. If the Fiscal Agent is unable
to redeein (or to purchase in anticipation of redemption) Bonds
or Additional Bonds (prior to their maturity) in amounts suffi-
cient to exhaust the nioneys aN•ailable, the remainder of such.
moneys shall be held in trust bl? the Fiscal Agent and applied
to the payment of the Bonds or Additional Bonds as the same
becoine due by their terms, and, pending such application, such
remaining moneys, lray be invested by the Fiscal Agent in the
inanner provided in Section 6,05 for the investment of moneys
in the Special Full(].
(2) The Agency may determine to apply such proceeds to
the cost of additions or new facilities to be acquired by the
AgOIACV as part. of the Project if (A) the Agency first secures
and files with the Fiscal Agent a report of all Independent
Real Estate ('�oijsultaut showing (i) the loss in annual Tax
_Reveillles, if any, suffered, or to be suffered, by the Agency
by reason of such eminent domain proceedings, (ii) a general
description of the additions or new facilities then proposed to
be acquired b'y the Agency from such proceeds, and (iii) all
estimate of the additional Tax Revenues to be derived from
such additions or crew facilities; and (B) the Fiscal Agent, on
the basis of such report, determines that such additional Tax
Reveimes will sufficiently offset the loss of Tax Revenues result-
ing from such orninent domain proceedings so that the ability
39
of the Ageiwy to meet its obligations hereunder will not be
substatifially iinpaired. Such determination by the Fiscal Agent
sitall be final mid conclusive. If said conditions are satisfied,
flie Fiscal
-z\geo shall pay over such proceeds to the Agency,
aml the Agency shall hold such proceeds in a separate account
iii truant. The ,\geiicy shall then promptly proceed with the
acquisition of the addition,; or new facilities substantially in
accordance with such Independent Real Estate Consultant's
report. Payrnents for such acquisition shall be made by the
Agency from such proceeds. Any balance of such proceeds not
required by the Agency for the purposes aforesaid shall be
deposited in the Special Fund and applied only as provided in
Sections 4.02 and 4.03.
(c) If sitch eminent domain proceedings have had no effect,
or at the most a relatively immaterial effect, upon the security of
the Bonds, and if the Agency by resolution so requests, the Fiscal
Agent may so determine. Stich determination by the Fiscal Agent
shall be final and conclusive and the Fiscal Agent shall then
cause such I)roceeds to be deposited in the Redevelopment Fund,
to I)e applied only as provided In Section 3.05.
SECTION 5.12. Taxation of Leased Property. Whenever any
property in the Project has been redeveloped and thereafter is leased
by the Agency to any person or persons or whenever the Agency
leases real prol.)crty in the Project to any person or persons for re-
development, the property shall be assessed and taxed in the same
MaTATIer as privately owned property (in accordance with S(Ttion
33673 of the Health and Safety Code of the State of California), and
the lease or contract shall. provide (1) that the lessee shall pay taxes
upon the assessed value of the entire property and riot merely Upoll
the assessed value of his or its leasehold interest, and (2) that if for
I
art, reason the taxes paid by the lessee on such property in any year
during the term of the lease or contract shall be less than the taxes
which would have been payable upon the assessed value of the entire
property if the property were assessed and taxed in the same manner
,as privately owned propei-ty, the lessee shall pay such difference
to the Fiscal Agent within thirty days after the taxes for such year
become payable to the taxing agencies and in any event prior to the
40
(lelimlitency date of suc=h taxes established by law, All such leases
alld collfracts shall be siihmitted to the Fiscal. Agent prior to their
excTufion so that the Fiscal Agent may determine whether this
Section 5.12 is being complied with. All such payments to the Fiscal
Agent shall he treated as Tax Revenues and shall be deposited by
the Fiscal Agent in the Special Fund. This Section 5.12 shall, how-
ever, I)e effective only from and after the Refunding Date.
Siu-rioN 5.1.3. Anicwdment of Redeveloranent Plan and Disposi-
tilon of Property. The following provisions of this Section 5.13 shall
be effective only from and after the Refunding Date:
(a) Frhe Agency Will not authorize the disposition of any land
Or 110,11 property iu the Project Area to anyone which will result
in such properf:3, becoming exempt from taxation because of pub-
lie ownership or use or otherwise (except property planned for
such ownership or use by the Redevelopment Plan in effect oil
the date of this Resolution) so that such disposition shall consist
of more than ten per cent (10j�) of the land area in the Project
Area. If the Agency proposes to make such a disposition, it shall
app]N, to the Fiscal Agent for approval of said proposed aillend-
Ment, The Agency, with the written concurrence of the Fiscal
Agent, shall tbereupon appoint a reputable Independent Financial
Consultant and a reputable Independent Real Estate Consultant
and direet each of said consultants to report separately on the
off'oet. of said 1)roposed disposition. If the -Report of the Independ-
ent [Zeal 1,,state Consultant concludes that Tax Revenues will
not be diminished by the proposed disposition and if the Report
of the IndelwTident, Financial C"onsultant concludes that the security
of t1w Bonds or the rights of the Bondholders will not be materially
impaired by said proposed disposition, the Fiscal Agent shall ap-
prove the proposed disposition. If said -Reports respectively conclude
that Tax lZoveiiiies Will be diminished or that such security will be
materially impaired by said proposed disposition, the Fiscal Agent
shall, either disapprove said proposed disposition, or, in its discretion
and as a condition precedent to its approval of said proposed disposi-
tion, establish, the r0,111ircolOntS set forth in subsection (b) of this
Section 5.13, The Agency shall have the sole and exclusive authority
to appoint said consultants with the written concurrence of the Fiscal
41
Agent. Neither the Fiscal Agent nor said consultants shall be liable
in connection with the performance of their duties hereunder, except
for their own negligence or willful default.
(b) If the Fiscal Agent is not required to approve said pro-
posed disposition pursuant to subsection (a) of this Section, 5.1.3,
the Fiscal Agent may nevertheless approve said proposed dispo-
sition, provided that, as a condition precedent to said approval, the
Agency shall be required not to dispose of any property in the
Project Area to anyone which will result in such property becom-
ing oxempt from taxation because of public ownership or use or
otherwise (except property planned for such ownership or use by
the Redeve-lolnnent Plan in effect on the date of this Resolution),
without imposing the following requirements on such new owner or
owners:
(1) Said Dew owner or owners shall pay to the Fiscal Agent,
so long as any of the 'Bonds (or any Additional Bonds) are out-
standing, an amount equal to the amount that would have been
received by the Fiscal Agent as Tax Revenues if the Property
were asse",, e(l and taxed in the same manner as privately owned
non-exenipt property; and
(2) Such payment shall be made to the Fiscal Agent within
thirty (30) days after taxes for each year would become payable
to the taxing agencies for non-exempt property and in any, event
J)riOr to the delinquency data of such taxes established by law.
All such 1)ayments in lieu of taxes to the Fiscal Agent shall be treated
as Tax Revonues and shall be deposited by the Fiscal, Agent in the
Special ,Vund.
Si,(riON 5.14. Single Sum Ilayments in Lieu of Ta.' es. As an
alternative to payment to the Fiscal Agent pursuant to subsec-
tion (b) of Section 5.13, the new owner or owners of property be-
comii),g exempt from taxation provided for in Section 5.13 may
elect to make payment to the Fiscal Agent in a single Sum equal to
the '111101,111t estimated by the Fiscal Agent to be receivable from taxes
on said property from the date of said payment to the maturity date
of the Bonds, less a, reasonable discount value. All such single sum,
payments in lieu of taxes shall be treated as 'Pax Revenues and shall
42
be deposited 1:)y
v Ille lWis'cal Agent: in the Special FUTI(I. This S(Tfi011
5.14 ;hall be, effeetive oi&,' from and after the :Refunding Date.
S '("rio.N 5-15. Farther Assurances. The Agoilcy will doJ)t'
snake, execi,ito aml deliver any and all such further res0filliorls, in-
struments mid assm-aiiees as may be reasonably necessary or proper
to carry out they iritention or to facilitate the performance of this
-R(,,,ohition, and for the better assuring and confirming unto the
holde=rs of the Bonds of the rights and benefits provided in this
Resolution.
ARTICLE VI
TmP Fi,,CAi-, AGEN'.F AND THE Y'AYING AG14--N-PS
,'-',E(',T,ION 6.01. Appointment of Fiscal Agent. Bank of America
Natimial Trust and Savings Association is hereby appointed Fiscal
Ag(.M,t for the Agency to act as the agent and depositary of the
Agency for the purpose of receiving all moneys required to be paid
to the Fiscal Agent hereunder, to allocate, use and apply the same,
to liold, receive and disburse the Investment Revenues and the
Tax ReVOT11101; alld other funds, pledged or held hereunder, and other-
wise to hold all the offices mid perform all the fmic-tions, and duties
provided in this Resolution to be held and performed by the Fiscal
Agent. The Fiscal Xgent shall signify its acceptance of the duties
alld obligations imposed upon it by this Resolution by executing
and delivering to the Agency a written acceptance thereof; and by
executing and delivering such acceptance, the Fiscal Agelit, shall
be deemed to have accepted such duties and obligations, but only,
upou the terms and conditions set forthinthis Resolution.
The Agency may remove the Fiscal Agent initially appointed,
and any successor thereto, and may appoint a successor or succes-
sors thereto, but any such successor shall be a bank or trust com-
pany (10ill,(' bIlSilleSS alld having an office in the City of Los Angeles,
State of Califoriiia, having a combined capital (exclusive of bor-
rowed capital) and surplus of at least fifty million dollars
($50,000,000), and subject to supervision or examination by federal
or state authority. If such bank or trust company publishes a report
of condition At least annually, pursuant to law or to the requirements
w
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other than in connection with the duties or obligations herein or in
the Bonds assigned to or imposed upon it. Neither the Fiscal Agent
nor any Paying Agent shall be liable in connection with the perform-
ance of its duties heremider, except for its own negligence or willful
default.
SFCTION 6.04. Notice to Agents. The Fiscal Agent and any
Paying Agent shall be protected in acting upon any notice, resolil-
tioll, re(Inest, consent., order, certificate, report, Bond oi- other paper
or document believed by it to be genuine and to have been signed or
1.,)resented by the proper party or parties. The Fiscal Agent and any
Paying
ving Agent may consult with counsel, who may be of counsel to
the Agency, with regard to legal questions, and the opinion of such
counsel shall be fill[ and complete authorization and protection in
respect of any action taken or suffered by it hereunder in good faith
and in accordance therewith.
Neither the Fiscal Agent nor ani Paying Agent shall be bOUTId
to recognize any person as the holder 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 ander this Reso-
hition, the Fiscal Agent or' any Paying Agent shall. deem it neeessal-N
or desir,able that a matter be proved or established prior to taking
or sliffering any action hereunder, such matter- (unless other evi-
dence ill respect tllel.(,(.)f be herein specifically
v prescribed) may, in
the absence of bad faith. oil the part of the Fiscal Agent or the
Paying Agent, be deemed to be colichIsIvely proved and established
by a certificate of the Agency, and such certificate shall be full war-
rant to the Fiscal Agent or the Paying Agent for an,y action taken
or stiffered tinder the provisions of this Resoliitiol) ol° 'Ally Supple-
mental Resolution iil)oll the faith thereof, but in its discretion the
Fiscal Agoilt or any Paying Agent may, in lieu thereof, accept other
evidence of such matter or may require stiell additional evidence as
to it may seem i-easonable.
SECTION 6.05. Deposit and Investment of Moneys ll'i Funds,
All, moneys field by the 1"iseal Agent in any or the fluids or accounts
REDLANDS-7132 Bowne of San Francisco, Inc., 981-7882
45
estahlishod, pirrsuant to this Resolution (except the Investment Rev-
enue Fluid) inay be deposited in demand or time deposits (which
irray be represented by c.e.rtificates of deposit) in wly bank or trust
c=ompany authorized to ac(.,.ept deposits of public funds (including
the hankhig (h.j)artuient of the Fiscal Agent), and shall be secured
at all times by obligations which are eligible by law to secure deposits
of public moneys of a market value at least equal to the amount
required 'hy law, except sitch moneys which are at the time invested
as hereinafter f)rovided. Such obligations shall be deposited with
such bank or banks as may be selected by the Fiscal Agent and held
by or for the account Of the Fiscal Agent as security for such de-
posits, but the Fiscal Agent shall at all times have full power of
substitution, therefor of other such obligations.
Moneys in, the Reserve Fund and the Special Fund, including
the accounts created thereunder, may, and upon the written request
Of the Agency shall, be invested by the Fiscal Agent in Federal
Securities or certificates of deposit of banks (including any Paying
Agent) which by their terins mature prior to the (]at(, on which such
moneys are required to be paid out hereunder. All interest received
on any moneys so invested shall be dej)OSit(d in the respe,,Aive fund
or account from which such investment was made.
The Agency covenants with the holders of all Bonds at any time
outstanding that it will snake no rise of the proceeds of the BOTAS
which will cause the Bonds to be "arbitrage bonds" subject to federal
ineome taxation by reason Of section 103(c) of the Internal Revenue
Code of 1954, To that end, SO long as tiny of the Bon(Is are out-
stauding, the AgefleY and the Fiscal Agent, with respect to the pro-
ceeds of the Bonds, will eoinply with all requirements of said sec-
tiou 103(e) and all regulations of the United States Department of
the Treasiiry issued thereunder, to the extent that such req Id rely'rell ts
are, at the time, applicable and in effect.
ARTICLE V11
MODIFICATION ora AitENDANTENT OF Tut, 111sOLTITTION-
S4,c,rul-x 7.01. A'inendmevts Permitted. This Resolution and
the rights and obligations of the Agency, and of the holders of the
BOTICis and the coupons may be modified or amended at any time by
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provide for the giving of notice thereof and to fix and adopt rides
and regulations for the conduct of said meeting.
SECTIo,N 7,03. Proce(btre for Ameadment with Written Conscitt
of Bondholdcrs. The Agency may at any time adopt a Supplemental
Resolution aineuding the provisions of the Bond,,; or of this Resolu-
ti011 or an}` Supplemental Resolution, to the extent that such amend-
ineDt is perinitt(A by Section 7.01, to take effect when and as provided
in this Section. A copy of such Supplemental Resolution, together
witl) a re(Inest to Bondholders for their consent thereto, shall be
niailed 1)'y the Agene*v to each registered owner of Bonds outstand-
ing and to each holder of any such Bonds payable to bearer who
shall have filed -\vith the Fiscal Agent an address for notices, but
failure to mail copies of such Supplemental Resolution and request
shall not affect the validity- of the Supplemental Resolution when
assented to as in this Section provided. Notice of the fact of the
adoption Of such Siipplernental Resolution (stating that a copy
thereof is avaihible for inspection at the office of the Agency) shall
be l,,)ublisbed at least once a week for two successive weeks in a
finiancial nowspaper or journal.
Such Supplemental Resolution shall not become effective unless
there shall be filed with the Fiscal Agent the written consents of the
liolders of sixty per cent (60%) in aggregate principal amount of
the Bonds then outstanding (exclusive of Bonds disqualified as pro-
N-Held in Section 7.04) find a notice shall have been published as here-
inafter in this Section provided. Each such consent shall be effective
only if accompanied by proof of ownership of the Bonds for which
such consent is given, which proof shall be such as is permitted bN
Section 9.04, An,\- such conserit shall be binding upon the holder of
the Bonds giving such consent and on any subsequent holder
,(Avliether or not such subsequent holder has notice thereof) unless
,,rich, consent is revoked in writing by the holder giving such con-
sent or a subsequent holder by filing such revocation with the Fiscal
Agent prior to the date When the notice hereinafter in this Section
provided for has been published.
After the holders of the required percentage of Bonds shall have
filed their COTISellt , to the Supplemental ReSOIIItiOTI, the Agency
48
,,-hall, mail and publish a notice to the Bondholders ill the manner
hereinbefore provided in this Section for the inailing of the Stipple-
mental liesolution and publication. of the notice of adoption thereof,
Stilting in substance that the Supplemental Resolution has been co
seiited to by- the holders of the required percentage of Bonds and
will be effectiN'e as provided in this Section (but failure to mail copies
of said notice sliall not affect the validity of the Supplemental Reso-
lution or Consents thereto). Proof of the publication of such notice
shall be filed, with the Fiscal Agent. A record.,consisting of the papers
required by this Section to be filed with the Fiscal Agent, shall be
proof of the natters therein stated until the contrary is proved. The
Supplemental Resolution shall become effective upon the filing with
the Fiscal Agent of the proof of the publication. of such last-niell-
tioned notice, and the Supplemental Resolution shall be deemed con-
clusively binding (except as otherwise hereinabove specifically pro-
vided in this Article) upon the Agency and the holders of all Bonds
and coupons at the expiration of sixty (60) days after such filing,
except in the event of a final decree of a court of competent Jurisdic-
tion setting aside such consent in a legal action. or equitable proceed-
ing for such lnirpose commenced within such sixty-day period.
Si,,criox 7.04. Disq'italified Bonds. Bonds owned or held by or
for the account of the Agency, the State of CaliforDia or any I)olitical
stibdivision thereof (including any municil-,)al corporation, district"
I)iiblie corporation, board or agency., except any pension or retirement
fund) shall not be deemed outstanding for the ImrI)os(.,� of any vote,
consent or other action or any calculation of outstanding Bond,- pro-
6(b'd for in this Article VII, and shall not be entitled to vote upon,
conseid. to, or take any other action provided for in this Article VIT.
The Agei)cv may adopt appropriate regulations to require each
Bondholder, before his consent provided for in this Article VIII
shall be deemed effective, to reveal. if the Bonds as to which such
consent is given are disqualified as provided in this Section 7,04.
SE'(.'Tio,-7, 7.05. Ellect of Supplentental R(,-,Solution. Froul and
after the time any Supplemental Resolution becomes effective pur-
suani to this Artiele VII, this Resolution shall be deenied to be
modified and amended in accordance therewith, the respective rights,
49
(Infies and obligations wider this Resolution of the Agency and all
holders of Bonds outstanding (or of interest coupons appertaining
thereto, whether attached thereto or detached therefrom) shall there-
after be determined, exercised and enforced hereunder subject in all
respects to such modification and amendments, and all the terms
and coTiditions of any such Supplemental Resolution shall be deemed
to be part of the terms and conditions of this Resolution for any,
and all purposes.
SECTioN 7.06. Evdorsentent or Replacement of Bonds Issited
After Anzendments. The Agency may determine that Bonds issued
and delivered after the effective date of any action taken as pro-
vided 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 holdoi, of any Bond outstanding at
such effective (late find presentation of his Bond for the purpose at
the office of the Fiscal Agent or at such other office as the Agency
may select and designate for that purpose, a suitable notation shall
be made on such Bond. The Agency may determine that new Bonds,
so modified as in the opinion of the Agency is necessary to conform
to such Bondholders' action, shall be prepared, executed and deliv-
ered. In that case, upon demand of the holder of any Bonds then
outstanding, such new Bonds shall be exchanged in the office of the
Fiscal Agent in Los Angeles, California, without cost to any Bond-
holder, for Bonds then outstanding, upon surrender of such Bonds
with all unmatured coupon,,; appertaining thereto.
SECTION 7.07. Amendatory Endorsement of Bonds. 'rho pro-
visions of this Article VII shall not prevent airy Bondholder from
accepting any amendment as to the particular Bonds held by him,
provided that due notation thereof is made on such Bonds.
A. RTICLE VIII
E\TEN,rs OF DEFACLT AND REMEDrES OF BoNDHOLDERS
SECTION S.01. Eimnts of Default and Acceleration of Moturi-
If one or more of the following events ("eveifts, of default")
shall happen, that is to say—
50
(1) if default shall be made in the due and punctual pay-
ment of the principal of any Bond (or any Additional Bond)
when and as the same shall become due and payable, whether
at Maturity as therein expressed, by declaration or otherwise;
(2) if default shall be made in the due and punctual pay-
ment of anv installment of interest oil any Bond (or any Addi-
tional 13011d) NN-hen and as such interest installmejit sliall be-
come (hie aiid payable;
(3) if default shall be made by the Agency in the observ-
ance of any of the covenants, agreements or conditions oil its,
part in this Resolution or in the Bonds contained, and such
default shall have continued for a period of thirty (30) day,,,, or
(4) if the Age-ney shall file a petition or answer seeking
reorganization or arrangement 'under the federal biniki-liptcy
laws or any other applicable law of the United States of Amer-
ica, or if a court of eorripeteiit jurisdiction shall approve a peti-
ti,0111 filed with or without the consent of the Agency, seeking
reorganization under the federal bankruptcy laws or ally other
applicable law of the "United States of America, or if, under
the provision,-,, of any other law for the relief or aid of debtors.,,
all-,,- court of conipeteat jurisdiction shall assume custody or
control of the Agency or of the whole or ally substantial part
of its property;
then, and ii) each and every such case during the continuance of
suc!h event of default, the Fiscal Agent, -upon notice in writing to the
Agency, or the holders of not less than a majority III aggregate
principal amomit of the Bonds at the time outstanding, 11poll 11ofiee
ill writing to the Fiscal Agent and to the Agency, shall be entitled
to doebire the principal of all of the Bonds then outstanding, and
the interest accrued thereon, to be due and payable immediately, ail(1
upon airy such declaratimi the same shall become and shall be imme-
diately due and payable, anything in this Resolution or in the Bonds
contained to the contrary notwithstanding.
This provision, however, is subject to the condition that if, at
any time after the I)rincipal of the Bonds shall have been so de-
Clared due and payable, and before any judgment or decree for the
payment; of the moneys (III(, ,hall have been obtaiiied or entered, the
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have been collected), and in case such moneys shall be insufficient to
pay in full the whole arnount so owing and unpaid upon the Bonds
(and any t\dditioiial Bonds), then to the payment of suell principal
and interest without preference or priority of principal over inter-
est, or of interest, over principal, or of any installment of interest
over tiny other installment of interest, ratably to the aggregate of
such principal and interest.
S
,-�ECTION 8.03. Other Remedies of Bondholders, Any Bond-
holder shall have the right, for the equal benefit and protection of
all Bondholders similarly situated--
(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 Resolution and the Bonds, and to require the carry-
ing out of any or all such covenants and agreements of the
Agency and the fulfillment of all duties imposed. upon it by the
Law;
(2) by snit, action or proceeding in equity, to enjoin any
aets or things which are unlawful, or the violation of any of
the Bondholders' rights; or
(3) upon the hapl:)ening of any event of default (as defined
in Section 8.01), by suit, action or proceeding in any court of
competent jurisdiction, to require the Agency and its members
and employees to account as if it and they were the trustees of
an express trust.
SECTION 8,04. Non-waiver. Nothing in this Article V111- or in
any other provision of this Resolution, or in the Bonds or in the
coupons, shall affect or impair the obligation of the Agency, which
is absoInte and unconditional, to pay the principal of and interest
on the Bonds to the respective holders of the Bonds and coupons at
the respective dates of maturity, as herein provided, or affect or
impair the right of action, which is also absolute and unconditional,
of such holders to institute suit to enforce, such pa,vinent by virtue
of the contract embodied in the Bonds and coupons.
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A,RTlCl,E IX
,N I T S CEA,L A N E OUTS
SECTIO
o N 9.0 . Benefits of Resolution Limited to Parties. Noth-
ing in this Resolution, expressed or implied, is intended to give to
any person
rson other than the Agency, the Fiscal Agent, the Paying
Atrents and the holders of the Bonds and coupons, any right, remodN
or elairn under or by reason of this Resolution. Any covenants, stip-
ulations, promises or agreeiyienfis in this Resolution contained by and
on behalf of the Agency shall be for the sole and exclusive benefit
of the holders of the Bonds and coupons, the Fiscal Agent and the
Paying Agents.
SECTION 9.02. &t.wcessor Is Deemed Included in All References
to Predecessor. Whenever in this Resolution or any Supplemental
Resolution either the Agency or the Fiscal Agent or any Paying
Agent is named or referred to, such reference shall be deemed to
include the successors or assigns thereof, and all the covenants and
agreemen6 in this Resolution contained by or on belialf of the
AgCT)ey or the Fiscal Agent or any Paying Agent shall bind and
inure to the benefit of the respective successors and assigns thereof
whether so expressed or not.
SECTION 9.03. Dischai�qe of Resollthon. If the Agency shall
pay and discharge the entire indebtedness on all Bonds outstanding
in any one or more of the following ways—
(1) by well and truly paying or causing to be paid. the
principal of and interest oil Bonds outstanding, as and when
the same become due and payable;
(2) by depositing with the Fiscal Agent, in trust, funds
pursuant to this Resolution fully sufficient to pay and available
for the payment of all. amounts due oil all 13onds outstanding
91
including all principal, interest and redemption premiums; and
(3) by depositing with the Fiscal Agent, in trust, Federal
Securities or easli sufficient, to purchase Federal Securities, in
such amount as the Fiscal Agent shall determine will, together
with the interest to accrue thereon and moneys then oil deposit
Nvith, the Fiscal Agent, be fully sufficient, to pay and discharge the
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SECTION 9.07. Destr?.tction of Cancelled Bonds. Whenever in
this Resolution provision is made for the surrender to the Agency
of any Bonds or coupons which have been paid or cancelled pursuant
to the provisions of this Resolution, a certificate of cremation or
destruction duly executed by the Fiscal Agent or by any Paying
.gent shall be deemed to be the equivalent of the surrender of such
cancelled Bonds and coupons and the Agency shall be entitled to
rely upon any, statement of fact contained in any such certiFicate
with respect to the destruction or cremation. of any such Bonds or
coupon-, therein referred to.
SECTION 9.08. Notices and Demands on Agency. Any notice
or demand which by any provison of this Resolution is required or
permitted to be given or served by the Fiscal Agent to or on the
Agency may be given or served by being deposited postage prepaid
in a post office letter box addressed (until another address is filed
by the Agency with the Fiscal Ageut) as follows: Redevelopment
Agency of the City of Redlands, Post Office Box 280, Redlands, Cali-
fornia 92373, The date of said notice or demand shall be deemed to
be the date of the postmark on said notice or demand.
SECTION 9.09. Partial Inm-didity. If any Section, paragraph,
sentence, clause or phrase of this Resolution shall, for any reason
be held illegal or unenforceable, such holding shall not affect the
validity of the remaining portions of this Resolution, The Agency
hereby declares that it would have adopted this Resolution and each
and every other Section, paragraph, sentence, clause or phrase
hereof and authorized the issuance of the Bonds pursuant thereto
irrespective of the fact that any one or more Sections, paragraphs,
sentences, clauses or phrases of this Resolution may be held illegal,
invalid or unenforceable.
PASSED AM) AI)oPTED On January 18, 1977, by the following vote:
Ayes: Members: Knudsen, Miller, Grace, Elliott, Chairman
DeMirjyn
Noes: None
Absc,n,t: None
A/
ATTEST: Chairm \Rl, eve Ifi Cy
f Cit o edla
(I e v P I o-om e n t T(cr en.—cv
58
SECREYARY'S CERTIFICATE
1, Pegg�' �V �Mosolelv, Secretary of the Redevelopment .Aggro'
of the City of Redlands, hereby certify that the foregoing, is, a full,
trite and corroet eopy of a resolution duly adopted at a
weetitig or �nid Agelley duly and regularly held at tfie ro'-ular Tywet-
ing 1)1.4we flieroof on JauuarY 18, 1977, of whieb niecting all of flie
members of said Agoney had due notice and at. which a majority
thereof were pr(zsent; and that at said meeting said resolution was
adopted by the following vote:
Ayes: Mornbers: Knudsen, Miller, Grace, Elliott;
Chairman DeMirjyn
Noes: None
Absent:None
I further certify that I have carefully conipar(,',d the saine with
the original minutes of said meeting on file and of record in Riy
office; that said resolution is a full, true and correct copy of the
original resolution adopted at said meeting and entered in said
aduutes; and that said resolution has not been amended, modified
or rescinded since the date of its adoption, and is now in full force
and effect.
IN 'WITNESS WHEREOF, .1. have hereunto set my hand and affiXed
the official sea] of said Agency on January -1781.977.
Wvar?�` of t11( 1r?e(d,4c?,� fo)p-
ment A9 ency of t1w City
of Redlands
(Seal)