HomeMy WebLinkAbout166 RDA_CCv0001.pdf RESOLUTION NO, 166
RESOLUTION OF THE REDEVELOPMENT AGENCY OF
THE CITY OF REDLANDS , CALIFORNIA AUTHO-
RIZING THE ISSUANCE OF UP TO $10 ,000,000
PRINCIPAL AMOUNT OF TAX ALLOCATION FONDS
OF SAID AGENCY TO FINANCE A PORTION OF
THE COST OF A REDEVELOPMENT PROJECT KNOWN
AS THE REDLANDS REDEVELOPMENT PROJECT
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TABLE OF CONTENTS
Page
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Section 1 Definitions . . . . . . . . . . . . . . 1
Section 2 Amount , Issuance , and Purpose
of Bonds . . . . . . . . . . . . . . 4
Section 3 Nature of Bonds . . . . . . . . . . . . 4
Section 4 Description of Bonds . . . . . . . . . 5
Section 5 Interest . . . . . . . . . . . . . . . 6
Section 6 Place of Payment . . . . . . . . . . . 7
Section 7 Execution of Bonds . . . . . . . . . . 7
Section 8 Transfer and Exchange of Bonds . . . . 8
Section 9 Redemption . . . . . . . . . . . . . . 8
Section 10 Notice of Redemption . . . . . . . . . 9
Section 11 Redemption Fund. . . . . . . . . . . . 10
Section 12 Effect of Notice of Redemption . . . . 11
Section 13 Funds . . . . . . . . . . . . . . . . . 11
Section 14 Disposition of Bond Proceeds ;
Redevelopment Fund. . . . . . . . . 11
Section 15 Issuance of Parity Bonds to Pay
Project Costs . . . . . . . . . . . . . 12
Section 16 Pledge of Tax Revenues ; Special Fund 13
Section 17 Receipt and Deposit of Tax Revenues . 14
Section 18 Establishment and Maintenance of
Accounts for Use of Money in
the Special Fund . . . . . . . . . . 14
Section 19 Deposit and Investment of Money
in Funds and Accounts . . . . . . . 16
Section 20 Covenants of the Agency. . . . . . . . 17
Section 21 Taxation of Leased Property . . . . . . 20
Section 22 Fiscal Agent and Paying Agents . . . . 20
Section 23 Lost , Destroyed or Mutilated Bonds . . 21
Section 24 Cancellation of Bonds . . . . . . . . . 22
Section 25 Amendments Without Consent of
Bondholders . . . . . . . . . . . . 22
Section 26 Amendments with Consent of
Bondholders . . . . . . . . . . . . 22
Section 27 Proceedings Constitute Contract . . . . 24
Section 28 Defeasance . . . . . . . . . . . . . . 27
Section 29 Severability . . . . . . . . . . . . . 28
Section 30 Effective Date . . . . . . . . . . . . 29
RESOLUTION NO. 166
RESOLUTION OF THE REDEVELOPMENT AGENCY OF
THE CITY OF REDLANDS , CALIFORNIA AUTHO-
RIZING THE ISSUANCE OF UP TO X10 ,000 , 000
PRINCIPAL AMOUNT OF TAX ALLOCATION BONDS
OF SAID AGENCY TO FINANCE A PORTION OF
THE COST OF A REDEVELOPMENT PROJECT KNOWN
AS THE REDLANDS REDEVELOPMENT PROJECT.
WHEREAS , the Redevelopment Agency of the City of
Redlands , California 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 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 the "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
NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND
ORDERED by the Redevelopment Agency of the City of Redlands ,
California, as follows :
Section 1. Definitions . As used in this resolu-
tion the following terms shall fi—ave, the following meanings :
(a) "Agency" means The Redevelopment Agency of
the City of Redlands , California.
(b) "Annual Debt Service" means , for each 12-month
period ending January 31 , 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 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.
(c) "Bondholder" or "Holder of Bonds ," or any
similar term, means any person who shall be the registered
owner or his duly authorized attorney , trustee , representa-
tive or assign of any outstanding Bond. For the purpose of
Bondholders ' voting rights or consents , Bonds owned by or
held for the account of the Agency, or the City of Redlands ,
directly or indirectly , shall not be counted.
(d) "Bonds" means the Series A Bonds and any
parity bonds .
(e) "Federal Securities" means United States
Treasury notes , bonds , bills or certificates of indebtedness
or those for which the faith and credit of the United States
are pledged for the payment of principal and interest ; obli-
gations issued by banks for cooperatives , federal loan
banks , federal intermediate credit banks , federal home loan
banks , the Federal Home Loan Bank Board or the Tennessee
Valley Authority; all as and to the extent that such securi-
ties are eligible for the legal investment of Agency funds .
(f) "Financial Newspaper or Journal" means The
Wall Street Journal , The Daily Bond Buyer and 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.
(g) "Fiscal Agent" means the fiscal agent named
in Section 22 hereof , its successors and assigns , and any
other corporation or association which may at any time be
substituted in its place , as provided in this resolution.
(h) "Fiscal Year" means the year beginning on
July lst and ending on the next following June 30th.
(i) "Independent Financial Consultant , " means any
individual or firm engaged in the business of financial
consulting or redevelopment consulting, appointed by the
Agency, and who has a favorable reputation in the field in
which his opinion or certificate will be given, and:
(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 be regularly
retained to make reports to the Agency .
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"Law" or "Redevelopment Law" means the Com-
munity Redevelopment Law of the State of California as cited
in the recitals hereof.
(k) "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
date of such determination through the final maturity of any
outstanding Bonds .
(1) "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
representation 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
representation with respect to the matters upon which his
opinion may be based, as aforesaid, is erroneous .
(m) "Parity Bonds" means any additional tax
allocation bonds issued by the Agency as permitted by Sec-
tion 15 of this resolution payable from the Tax Revenues on
a parity with the Bonds .
(n) "Paying Agent" means any paying agent pro-
vided by the Agency pursuant to this resolution.
(o) "Pledged Tax Revenues" means , for each twelve
month period beginning with the twelve month period begin-
ning on June 1 , 1984, the first taxes (including all payments ,
reimbursements and subventions , if any, specifically attrib-
utable to ad valorem taxes lost by reason of tax exemptions
and tax rate limitations) eligible for allocation to and
expenditure by the Agency pursuant to the Law thereunder, as
provided in the Redevelopment Plan, in an amount that is
equal to one hundred twenty-five percent (125%) of the
Annual Debt Service for such twelve month period.
(p) "Redevelopment Plan" means the redevelopment
plan for the Redevelopment Project Area approved and adopted
by Ordinance No . 1500 of the City of Redlands , and includes
any amendment of said plan heretofore or hereafter made
pursuant to law.
(q) "Redevelopment Project" means the project of
carrying out , pursuant to the Law, the Redevelopment Plan
for the Redevelopment Project Area.
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(r) "Redevelopment Project Area" means the project
area described and defined in said Ordinance No . 1500, which
project area is known and designated as the "Redlands Rede-
velopment Project . "
(s) "Series A Bonds" means the not to exceed
$10 ,000,000 principal amount of bonds authorized to be
issued by this resolution.
(t) "Tax Revenues" 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, less the
portion thereof that is required to be set-aside by the
Agency pursuant to the Redevelopment Plan and Section 33334. 2
of the Law for Section 33334. 2 purposes , all as more par-
ticularly set forth hereafter in this resolution.
(u) "Treasurer" or "Treasurer of the Agency"
means the officer who is then performing the functions of
Treasurer of the Agency.
(w) "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 .
Section 2 . Amount , Issuance , and Purpose of Bonds .
Under and pursuant to the Law and under and pursuant to this
resolution, Bonds of the Redevelopment Agency in the princi-
pal amount not to exceed $10 ,000 , 000 shall be issued by the
Agency for the purpose of financing a portion of the cost of
the Redevelopment Project and for other purposes related
thereto as hereinafter provided.
Section 3 . 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, Pledged Tax Revenues , investment income
earned after June 1 , 1984 on funds in deposit in the Reserve
Account , and other funds as hereinafter provided in Sections
14, 16 and 18 hereof and in Covenant 7 of Section 20 hereof.
The Bonds and the interest thereon shall not be paid from
any proceeds from the sale , lease or other disposition of
property in the Project Area, nor shall the payment of such
principal and interest be (a) secured by any interest in
property used or to be used in a trade or business or in
payments in respect of such property or (b) derived from
payments in respect of property, or borrowed money, used or
to be used in a trade or business , within the meaning of
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Section 103(b) (2) (B) of the Internal Revenue Code of 1954,
as amended, and the regulations adopted thereunder. 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 resolution set forth. Said Bonds do not constitute an
indebtedness within the meaning of any constitutional or
statutory debt limitation or restriction. Neither the mem-
bers 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 Pledged Tax Revenues and
other funds 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 resolution shall preclude the
redemption and payment of the Bonds prior to maturity, or
the payment thereof at maturity, from the proceeds of re-
funding bonds issued pursuant to law. Nothing in this
resolution shall prevent the Agency from making advances of
its own funds howsoever derived to any of the uses and
purposes mentioned in this resolution.
Section 4. Description of Bonds . The Series A
Bonds shall be in the aggregate principal amount not to
exceed $10,000 ,000 , and shall be designated REDLANDS REDE-
VELOPMENT PROJECT TAX ALLOCATION BONDS , SERIES A. The Bonds
shall be issued in the form of fully registered Bonds without
coupons in denominations of $5 ,000 each or any whole multi-
ple thereof. The Bonds shall be dated as of June 1 , 1984
and shall mature on June I of each of the years and in the
amounts to be hereafter fixed by resolution.
The Series A Bonds may be issued as "Serial Bonds"
or as "Term Bonds , " or any combination thereof, as may be
set forth by subsequent resolution and shall mature in the
amounts and on the years and dates (and with respect to Term
Bonds , shall have annual minimum payments ) as may be set
forth in a subsequent resolution.
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Bonds shall be lettered alphabetically by year of
maturity (excluding, however, the letters "I" and "0") and
each maturity shall be numbered from "one" consecutively up-
wards in order of issuance . "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 con-
stitute cause for refusal of any purchaser to 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 any
Holder of Bonds shall not constitute an event of default or
any violation of the Agency ' s contract with such Holder.
The Bonds and shall be substantially in the form
as may be hereinafter adopted by resolution.
Any Bonds issued pursuant to this resolution may
be initially used in temporary form (the "Temporary Bonds" )
exchangeable for definitive Bonds when the same are ready
for delivery. The Temporary Bonds may be printed, litho-
graphed or typewritten, shall be of such denominations as
may be determined by the Agency and may contain such refer-
ence to any of the provisions of this resolution as may be
appropriate. Every Temporary Bond shall be executed by the
same persons , subject to the same conditions and in substan-
tially 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 office of the Fiscal Agent in Los Angeles ,
California, and the Fiscal Agent shall deliver in exchange
for such Temporary Bonds an equal aggregate principal amount
of definitive Bonds of authorized denominations of this same
issue. Until so exchanged, the Temporary Bonds shall be
entitled to the same benefits under this resolution 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 5 . Interest . The Series A Bonds shall
bear interest at a rate or rates to be hereafter fixed by
resolution, but not to exceed twelve percent (12%) per annum
(or the then current maximum legal rate) , payable semi-
annually on December 1 and June I of each year. Each
Series A Bond shall bear interest until the principal sum
thereof has been paid; provided, however, that if at the
maturity date of any Series A Bond, or if the same has been
duly called for redemption, funds are available for the pay-
ment or redemption thereof in full accordance with the terms
of this resolution, said Series A Bond shall then cease to
bear interest .
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Bonds issued upon exchanges and transfers of Bonds
shall be authenticated by the Fiscal Agent as of a date so
that no gain or loss of interest shall result from such
exchange or transfer. Each Bond shall bear interest from
the interest payment date next preceding, the date of authen-
tication thereof unless : (i) it is authenticated as of an
interest payment date , in which event it shall bear interest
from such interest payment date, or (ii) it is authenticated
prior to the first interest payment date , in which event it
shall bear interest from the date of the Bonds . Interest on
the Bonds shall be paid by the Fiscal Agent (out of the
appropriate funds ) by check or draft mailed on the interest
payment date to the registered owner as his name and address
appear on the register kept by the Fiscal Agent at the close
of business on the fifteenth (15th) day preceding the inter-
est payment date .
Section 6 . Place of Payment . The Series A Bonds
shall be payable in the United States of
America and (except for interest on the Bonds which is
payable by mailed check or draft as stated in Section 5
above) shall be payable at the main office of the Fiscal
Agent in Los Angeles , California, or, at the option of the
Holder, at the office of any Paying Agent of the Agency in
New York, New York, or Chicago , Illinois .
Section 7 . Execution of Bonds . The Series A
Bonds shall be signed on behalf of the Agency by its Chair-
man by her manual or facsimile signature and by its Secre-
tary by his manual or facsimile signature , and the seal of
the Agency shall be impressed, imprinted or reproduced
thereon. The foregoing officers are hereby authorized and
directed to sign the Series A Bonds in accordance with this
section.
The Fiscal Agent shall authenticate Bonds on
registration and/or exchange to effectuate the registration
and exchange provisions set forth in Section 8 , and only
such of the Bonds as shall have endorsed thereon a certifi-
ca,te of authentication, substantially in the form as may be
set forth in a subsequent resolution, duly executed by the
Fiscal Agent , shall be entitled to any rights , benefits or
security under this resolution. No Bond shall be valid or
obligatory for any purpose unless and until such certificate
of authentication shall have been duly executed by the
Fiscal Agent , and such certificate of the Fiscal Agent upon
any such Bond shall be conclusive and the only evidence that
such Bond has been duly authenticated and delivered under
this resolution. The Fiscal Agent ' s certificate of authen-
tication on any Bond shall be deemed to have been duly
executed if signed by an authorized officer of the Fiscal
Agent , but it shall not be necessary that the same officer
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sign the certificate of authentication on all of the Bonds
that may be issued hereunder at any one time .
Section 8 . Transfer and ExchanRe of Bonds . A
Bond or Bonds may , at the option of the Holder thereof, be
exchanged for an equal aggregate principal amount of Bonds
of the same maturity and of any other authorized denomina-
tions . Transfer of ownership of a Bond or Bonds shall be
made by exchanging the same for a new Bond or Bonds of the
same maturity. All of such exchanges and transfers shall be
made in such manner and upon such reasonable terms and
conditions as may from time to time be determined and pre-
scribed by the Agency ; provided, however, no such exchange
or transfer shall be made between the fifteenth (15th) day
preceding any interest payment date and such interest
payment date. Such exchanges and transfers shall be free of
any costs or charges to the person, firm or corporation
requesting such exchange or transfer, except for any tax or
governmental charge that may be imposed in connection with
such exchange or transfer.
The Fiscal Agent will keep or cause to be kept at
its principal office in the City of Los Angeles , California,
or at such other place in California as the Agency may
approve, sufficient books for the registration and transfer
of the Bonds , which shall at all times be open to inspection
by the Agency; and, upon presentation for such purpose, the
Fiscal Agent shall , Linder such reasonable regulations as it
may prescribe, register or transfer, or cause to be regis-
tered or transferred, on said register, the Bonds as herein-
before provided.
The Fiscal Agent may deem and treat the person in
whose name any outstanding Bond shall be registered upon
said register as the absolute owner of such Bond, whether
such Bond shall be overdue or not , for the purpose of re-
ceiving payment of , or on account of, the principal, or
redemption premium, if any, of and interest on such Bond and
for all other purposes , and all such payments so made to any
such registered owner or upon his order shall be valid and
effectual to satisfy and discharge the liability upon such
Bond to the extent of the sum or sums so paid, and neither
the Agency nor the Fiscal Agent shall be affected by any
notice to the contrary.
Section 9 . Redemption.
(a) Optional Redemption The Series A Bonds shall
be subject to call and redemption prior to maturity, at the
option of the Agency, as a whole or in part in inverse order
of maturity and by lot within each maturity in the manner
hereinafter set forth in subsection (d) hereof , from funds
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derived by the Agency from any source, on an interest pay-
ment date, and upon payment of a redemption price, if any
(computed upon the principal amount of each Bond called for
redemption) for each redeemed Bond and with accrued interest
to the date of redemption, all as may be set forth in a
subsequent resolution.
(b) Mandatoryjedem t� tion of Term Bonds . The Term
_i__
Bonds are subject to mandatory redemption as set forth in
Section 18(5) hereof and Term Bond Sinking Fund Account
redemption as set forth in Section 18 (3 ) hereof.
(c) Redemption Date . The date on which the Bonds
are to be presented for redemption is hereinafter sometimes
referred to as the "redemption date . "
(d) Selection of Bonds to be Redeemed §�Lot . In
the event of of Bonds of like maturity,
the Fiscal Agent shall assign to each Bond of such maturity
then outstanding a distinctive number for each $5 ,000 of the
principal amount of such Bond and shall select by lot , using
such method of selection as it shall deem proper in its dis-
cretion and the numbers so assigned to such Bonds , as many
numbers as , at $5 ,000 for each number, shall equal the
principal amount of such Bonds to be redeemed. The Bonds to
be redeemed shall be the Bonds to which were assigned numbers
so selected, but only so much of the principal amount of
each such Bond of a denomination of more than $5 ,000 shall
be redeemed as shall equal $5 , 000 for each number assigned
to it and so selected. For the purposes of this section,
Bonds which have theretofore been selected by lot for redemp-
tion shall not be deemed to be outstanding.
Section 10 . Notice of Redemption. Notice of
redemption prior to maturity shall be mailed, postage pre-
paid, not less than 20 days nor more than 60 days prior to
the redemption date to the registered owner of each such
Bond called for redemption in whole or in part , at the last
address appearing on the register maintained by the Fiscal
Agent . The notice of redemption shall (a) state the redemp-
tion date; (b) state the redemption price ; (c) state letters
and the numbers or other distinguishing marks of the Series A
Bonds to be redeemed; provided, however, that whenever any
call includes all of the outstanding Series A Bonds , such
information need not be stated; (d) state, that as to any
Bond redeemed in part only, the principal portion thereof to
be redeemed; and (f) state that interest on the Series A
Bonds (or the specified portion of the principal thereof in
the case of a Bond to be redeemed in part only) designated
for redemption shall cease to accrue from and after such
redemption date .
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The actual receipt by the bondholder of notice of
such redemption shall not be a condition precedent to redemp-
tion, and failure to receive such notice shall not affect
the validity of the proceedings for the redemption of such
Bonds or the cessation of interest on the redemption date .
Notice of redemption of Series A Bonds shall be given by the
Fiscal Agent for and on behalf of the Agency at the expense
of the Agency.
A certificate by the Fiscal Agent 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.
Section 11 . Redemption Fund. Prior to the time
the Agency determines to call and redeem any of said Series A
Bonds there shall be established with the Fiscal Agent a
redemption fund to be described or known as the Redlands
Redevelopment Project Tax Allocation Bonds , Series A, Redemp-
tion Fund (the "Redemption Fund" ) , and prior to the redemp-
tion the Agency shall deposit with the Fiscal Agent moneys
available for the purpose and sufficient to redeem, at the
premiums payable as in this resolution provided, the Series A
Bonds designated in such notice of redemption. Said moneys
shall be applied on or after the redemption date for payment
(principal and premium) of the Series A Bonds to be redeemed
upon presentation and surrender of such Series A Bonds and
shall be used only for that purpose . Mandatory redemptions
pursuant to the sinking fund provisions of Section 18(3) of
this resolution and mandatory redemptions and special manda-
tory redemptions pursuant to Section 18 (5 ) hereof need not
comply with this Section 11 . Any interest payment due on or
prior to the redemption date shall be paid from the Special
Fund described in Section 13 hereof , upon presentation and
surrender thereof. If after all of the Series A Bonds
called have been redeemed and cancelled or paid and cancelled
there are moneys remaining in said Redemption Fund, said
moneys may be transferred to the Agency , 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 .
Upon surrender of any Bond redeemed in part only ,
the Agency shall execute and the Fiscal Agent shall authenti-
cate and deliver to the registered owner thereof, at the
expense of the Agency , a new Bond or Bonds of authorized
denominations equal in aggregate principal amount to the un-
redeemed portion of the Bond surrendered and of the same
interest rate or rates and same maturity or maturities .
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Section 12 . Effect of the Notice of Redemption.
When notice of redemption has been given, substantially as
provided in Section 10 hereof, and when the amount necessary
for the redemption of the Series A Bonds called for redemp-
tion (principal and premium) is set aside for that purpose
in the Redemption Fund, as provided in Section 11 hereof,
the Bonds , or parts therof , as the case may be, designated
for redemption shall become due and payable on the date
fixed for redemption thereof , and, upon presentation and
surrender of said Series A Bonds at the place specified in
the notice of redemption, such Series A Bonds shall be
redeemed and paid at said redemption price out of the Redemp-
tion Fund, and no interest will accrue on such Series A
Bonds called for redemption after the redemption date speci-
fied in such notice , and the Holders of said Series A Bonds
so called for redemption after such redemption date shall
look for the payment of such Series A Bonds and the premium,
if any, thereon only to the Redemption Fund. All Series A
Bonds redeemed shall forthwith be cancelled by the Fiscal
Agent and shall not be reissued, except that in the case of
partial redemption of Bonds the Holders of said Bonds shall
have the right to receive a new Bond or Bonds for the unre-
deemed balance as aforesaid.
All unpaid interest payable at or prior to the
date fixed for redemption upon the Series A Bonds shall
continue to be payable to the respective registered owners
of such Series A Bonds , or their order, but without interest
thereon.
Section 13 . Funds . There is hereby created a
special trust fund called__Ef� Redlands Redevelopment Project
Fund (hereinafter sometimes called the "Redevelopment Fund" )
held by the Treasurer, and a special trust fund called
Redlands Redevelopment Project Special Fund (herein some-
times called the "Special Fund" ) held by the Fiscal Agent .
So long as any of the Series A Bonds herein autho-
rized, or any interest thereon, remain unpaid, the moneys in
the foregoing funds shall be used for no purpose other than
those required or permitted by this resolution and the Law.
Section 14 . Di�osition of Bond Proceeds ; Redevel-
opment Fund. The proceeds-- from the sale of the Series -A
Bondsshallbe placed in the Redevelopment Fund, except that
an amount equal to Maximum Annual Debt Service and an amount
equal to the accrued interest and premium, if any, on the
Series A Bonds shall be transferred to the Fiscal Agent and
deposited in the Special Fund.
The moneys set aside and placed in the Redevelop-
ment Fund shall remain therein until from time to time
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expended solely for the purpose of financing a portion of
the cost of the Redevelopment Project and other costs related
thereto, which other costs may include but are not limited
to :
(a) The payment , in any year during which the
Agency owns property in the Redevelopment Project Area, to
any city, county , city and county , district or other public
corporation which would have levied a tax upon such property
had it not been exempt , an amount of money in lieu of taxes
as authorized by Section 33401 of the Law; and
(b) The cost of any lawful purpose in connection
with the Redevelopment Project , including, without limita-
tion, those purposes authorized by Section 33445 of the Law;
and
(c) The necessary expenses in connection with the
issuance and sale of the Series A Bonds and fees of the
Fiscal Agent and Paying Agents .
If any sum remains in the Redevelopment Fund after
the full accomplishment of the objects and purposes for
which said Series A Bonds were issued, said sum shall be
transferred to the Special Fund.
Section 15 . 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 :
(a) The Agency shall be in compliance with all
covenants set forth in this resolution.
(b) Tax Revenues received or to be received by
the Agency based upon the most recent assessed valuation of
taxable property in the Redevelopment Project Area (as
reported by the Auditor-Controller of San Bernardino County)
and upon the most recently established tax rates are at
least equal to (1) Maximum Annual Debt Service on all Bonds
which will be outstanding following the issuance of such
Parity Bonds , or (2) (i) 125% of the maximum annual principal
and interest on outstanding Bonds which will be due and
payable in any of the next three fiscal years following the
issuance of such Parity Bonds (ii) minus investment income
on money in the Reserve Account , whichever amount is greater;
provided that in any event said Tax Revenues , excluding
business inventory subvention revenues received by the
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Agency in the current Fiscal Year during which the calcula-
tion is made, or to be received by the Agency for the Fiscal
Year following the date on which the calculation is made ,
are at least equal to Maximum Annual Debt Service on all
Bonds which will be outstanding following the issuance of
such Parity Bonds .
(c) The Parity Bonds shall be on such terms and
conditions as may be set forth in a supplemental resolution,
which shall provide for (i) bonds substantially in accor-
dance with this resolution, (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 resolution, (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 resolution and
Parity Bonds ;
(d) The issuance of such Parity Bonds shall have
been recommended by an opinion of an Independent Financial
Consultant .
Section 16 . Pled&e_ of Tax Revenues ; Special Fund.
All the Pledged Tax Revenues , all investment income earned
after June 1, 1984 on money in the Reserve Account , and all
money in the funds and accounts provided for in this
Section 16 and in Section 18 hereof 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 Pledged Tax Revenues and such other pledged money
shall not be used for any other purpose while any of the
Bonds remain outstanding. This pledge shall constitute a
first and exclusive lien on the Pledged Tax Revenues and
such other money for the payment of the Bonds in accordance
with the terms thereof . All the Pledged 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 Special Fund, estab-
lished by Section 13 hereof and which fund the Agency hereby
covenants and agrees to establish and maintain with the
Fiscal Agent as trustee so long as any bonds shall be out-
standing hereunder. Notwithstanding the foregoing, there
shall not be deposited with the Fiscal Agent for deposit in
the Special Fund any taxes eligible for allocation to the
Agency pursuant to the Law, in an amount in excess of that
amount which, together with all money then on deposit with
the Fiscal Agent in the Special Fund and the accounts
therein, shall be sufficient to discharge all outstanding
Bonds as provided in Section 28 .
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Section 17 . Receipt and Deposit of Tax Revenues .
The Agency covenants ii-n—d agreesthatall Pledged Tax
Revenues , when and as received, will be received by the
Agency in trust hereunder and will be deposited by the
Agency 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 in this resolution provided. All such
Pledged Tax Revenues , whether received by the Agency in
trust or deposited with the Fiscal Agent as trustee, all as
herein provided, shall nevertheless be disbursed, allocated
and applied solely to the uses and purposes hereinafter in
this resolution set forth, and shall be accounted for
separately and apart from all other money, funds , accounts
or other resources of the Agency.
Section 18 . Establishment and Maintenance of
Accounts for Use of Mqne_ in the Special Fund. All money in
the Special Fund shall be set aside by the Fiscal Agent in
the following respective accounts within the Special Fund
(each of which is hereby created and each of which the
Agency hereby covenants and agrees to cause to be main-
tained) , 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) Prior Redemption Account .
All money in each of such accounts shall be held in trust by
the Fiscal Agent and shall be applied, used and withdrawn
only for the purposes hereinafter authorized in this section.
(1) Interest Account . On or before May 1 and
November 1 of each_yea_r_, _be g_inning on November 1, 1984, the
Fiscal Agent shall set aside from the Special Fund and
deposit in the Interest Account an amount of money which,
together with any money contained therein, is equal to the
aggregate amount of the interest becoming due and payable on
all outstanding Bonds on the next succeeding interest pay-
ment 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 pay-
ment date. All money in the Interest Account shall be used
and withdrawn by the Fiscal Agent solely for the purpose of
paying the interest on the Bonds as it shall become due and
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payable (including accrued interest on any Bonds purchased
or redeemed prior to maturity) .
(2) Serial Bond Payment Account . On or before
May I of each year, beginning on May 1 , 1985 , the Fiscal
Agent shall set aside from the Special Fund and deposit in
the Principal Account an amount of money which, together
with any money contained therein, is equal to the aggregate
amount of the principal becoming due and payable on all out-
standing Serial Bonds on the next succeeding February 1 . No
deposit need be made into the Serial Bond 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 June 1 . All money in the
Serial Bond Account shall be used by the Fiscal Agent 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 . On or before
May I of each year, beginning on May I of such year as may
hereinafter be fixed by resolution, the Fiscal Agent 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 payment required to
be deposited therein, pursuant to a schedule as shall be
hereinafter fixed by resolution.
The Agency hereby covenants and agrees with the
holders of the Term Bonds to call and redeem Term Bonds
(without premium) from the Term Bond Sinking Fund Account
pursuant to and in accordance with the schedule referred to
in this paragraph, and in accordance with the provisions of
Section 10 hereof . All Term Bonds purchased pursuant to
this Section 18 shall be cancelled.
No deposit need be made into the Term Bond Sinking
Fund Account if the amount contained therein is at least
equal to the aggregate amount of all mandatory sinking fund
account payments required to be made in the year ending on
the next succeeding June 1 .
All money in the Term Bond Sinking Fund Account
shall be used and withdrawn by the Fiscal Agent only to pur-
chase or to redeem Term Bonds .
(4) Reserve Ac count. On or before May 1 and
November 1 of each year, -beginning on November 1 , 1984, the
Fiscal Agent shall set aside from the Special Fund and
deposit in the Reserve Account an amount of money that shall
be required to maintain 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
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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
Fiscal Agent 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 either 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 here-
under, 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 withdrawn from
the Reserve Account and deposited in the Special Fund.
(5) Prior Redemption Account .
(a) Mandatory Redemption of Term Bonds . On or
before June 1 of each year, beginning on June 1 , 1985 , after
the above-mentioned transfers have taken place , the Fiscal
Agent shall set aside from the Special Fund and deposit in
the Prior Redemption Account an amount of money as may
hereinafter be required by a resolution for the mandatory
redemption of Term Bonds upon such terms and conditions as
may be set forth in said resolution.
(6) Surplus . Any monies remaining in the Special
Fund after the above deposits have been made shall , upon
receipt of a certificate of an Independent Financial Con-
sultant certifying that Tax Revenues to be received in the
next succeeding year based upon the most recent assessed
valuations will be sufficient to produce Pledged Tax Revenues
for said year, be declared "surplus" and shall be trans-
ferred by the Fiscal Agent to the Agency to be used and
applied by the Fiscal Agent for any lawful purpose, includ-
ing the purchase of Bonds on the open market at a price not
to exceed the outstanding principal balance thereof plus
usual and customary brokerage fees as may be incurred in
connection with such purchases .
Section 19 . D�_osit___and Investment of Monty in
Funds and Accounts . All money fi"ei-dby-the Agency or Fiscal
Agent_ in any of the funds established pursuant to this
resolution shall be held in time or demand deposits in any
bank or trust company (including the Fiscal Agent and the
Paying Agents ) authorized to accept deposits of public
funds , and shall be secured at all times by such obligations
as are required by law and (except as the Agency may waive
security for such portion of any deposit as is insured
pursuant to federal law) to the fullest extent required by
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law, except such money as is at the time invested in accor-
dance with this section. Money in the Special Fund the
Interest Account , the Serial Bond Payment Account , the Term
Bond Sinking Fund Account , or in the Prior Redemption Account
may, and upon the written request of the Agency shall , be
invested by the Fiscal Agent , and money in the Redevelopment
Fund may be invested by the Agency , in Federal Securities or
negotiable certificates of deposits issued by a nationally
or state chartered bank. Investments of money in the Special
Fund, the Interest Account , the Serial Bond Payment Account ,
the Term Bond Sinking Fund Account , or in the Prior Redemp-
tion Account must mature prior to the date at which such
money is estimated to be required to be paid out hereunder.
Investments of money in the Redevelopment Fund must mature
not later than six months after the date on which such money
is estimated to be required to be paid out hereunder. Money
in the Reserve Account shall be invested in obligations
which will by their terms mature prior to such date or dates
as may be hereinafter established by resolution. All invest-
ment income received prior to the completion of the financing
of the Redevelopment Project on any money so invested shall
be deposited in the Redevelopment Fund, and all investment
income received subsequent thereto on any money so invested
shall be transferred to the Agency , except investment income
on money in the Reserve Account received after December 1 ,
1984 , which shall be deposited in the Special Fund.
Section 20 . Covenants of the Agency . The Agency
shall preserve and protect the security of the Bonds and the
rights of the Bondholders and defend their rights against
all claims and demands of all persons . Until such time as
an amount has been set aside sufficient to pay all outstand-
ing Bonds at maturity, plus unpaid interest thereon to
maturity, the Agency will (through its proper members ,
officers , agents , or employees ) faithfully perform and abide
by all of the covenants , undertakings and provisions con-
tained in this resolution or in any Bond issued hereunder,
including the following covenants and agreements for the
benefit of the Bondholders :
(1) The Agency covenants and agrees that it will
diligently carry out and continue to completion, with all
practicable dispatch, the Redevelopment Project in accor-
dance with its duty so to do under and in accordance with
the Law and the Redevelopment Plan and in a sound and eco-
nomical manner. The Redevelopment 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 .
(2) The Agency covenants and agrees that the pro-
ceeds of the sale of said Bonds will be deposited and used
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as provided in this resolution 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.
(3) The Agency covenants and agrees that , except
as permitted in Section 15 hereof, it will not issue any
other obligations payable , principal or interest , 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 herein authorized; provided, however, that nothing
in this resolution 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 suf-
ficient for the purpose of, refunding all of the Bonds
authorized by this resolution and then outstanding.
(4) 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
Auditor-Controller of San Bernardino County .
(5 ) 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 paragraph shall require the Agency to make
any such payment so long as the Agency in good faith shall
contest the validity thereof.
(6) 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
-18-
for, and will prepare within 120 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 any Bondholder
upon written request .
(7) 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 pro-
ceedings authorized by law, for any public or other use
under which the property will be tax exempt , the net pro-
ceeds realized by the Agency therefrom will be deposited in
the Special Fund and used and applied for the purpose of
paying principal of and interest on the 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
resolution authorizing issuance of such lease revenue bonds .
(8) 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 Redevelop-
ment Project Area (except property shown in the Redevelop-
ment Plan in effect on the date this resolution is adopted
as planned for public use , or property to be used for public
streets , public off-street parking, sewage facilities , ease-
nients 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.
(9) 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 is unconstitutional or (ii) that
the Pledged 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 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
-19-
and agrees to take no action which, based on an Opinion of
Counsel, would result in (a) the Pledged Tax Revenues being
withheld unless the withholding thereof is being contested
in good faith, or (b ) the interest received by the Bond-
holders becoming taxable under federal income tax laws . 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 (c) of the Internal Revenue Code of 1954, as amended. 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 (c) and all
regulations of the United States Department of the Treasury
issued thereunder, to the extent that such requirements are,
at the time, applicable and in effect .
(10) 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 repay-
able 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 Redevel-
opment 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 21 . 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 when-
ever 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 22 . Fiscal Agent-and PUjjj& Agents . The
Agency shall appoint a Fiscal_ Agent by a subsequent resolu-
tion to act as the agent and depositary of the Agency for
the purpose of receiving Tax Revenues and other funds as
provided in this resolution, to hold, allocate , use and
apply such Tax Revenues and other funds as provided in this
resolution, and to perform such other duties and powers of
the Fiscal Agent as are prescribed in this resolution.
The Agency may remove the Fiscal Agent initially
appointed or any successor thereto and in such case shall
forthwith appoint a successor thereto but any successor
shall be a bank or trust company doing business and having
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an office in the City of Redlands , having a combined capital
and surplus of at least $50 ,000 ,000 . The Fiscal Agent
herein appointed or any substituted Fiscal Agent may at any
time resign as such by writing filed with the Agency in
which event the Agency shall forthwith appoint a substitute
Fiscal Agent and the resignation shall become effective upon
such appointment . In the event that the Fiscal Agent or any
successor becomes incapable of acting as such the Agency
shall forthwith appoint a substitute Fiscal Agent . Any bank
or trust company into which the Fiscal Agent may be merged
or with which it may be consolidated shall become the Fiscal
Agent without action of the Agency. The Fiscal Agent may
become the owner of any of the Bonds authorized by this
resolution with the same rights it would have had if it were
not the Fiscal Agent .
The Fiscal Agent shall have no duty or obligation
whatsoever to enforce the collection of or to exercise dili-
gence in the enforcement of the collection of funds assigned
to it hereunder, or as to the correctness of any amounts
received, but its liability shall be limited to the proper
accounting for such funds as it shall actually receive.
The recitals of fact and all promises , covenants
and agreements herein and in the Bonds of said authorized
issue contained shall be taken as statements , promises ,
covenants and agreements of the Agency , and the Fiscal Agent
assumes no responsibility for the correctness of the same,
and makes no representations as to the validity or suffi-
ciency of this resolution or of the Bonds , and shall incur
no responsibility in respect thereof, other than in connec-
tion with the duties or obligations herein or in the Bonds
assigned to or imposed upon the Fiscal Agent . The Fiscal
Agent shall not be liable in connection with the performance
of its duties hereunder, except for its own negligence or
default .
The Agency shall , during the life of the Bonds ,
provide for Paying Agents , at least one in Chicago, Illinois ,
and at least one in New York, New York, at the office of
which the Bonds are payable at the option of the holder.
Section 23 . Lost , Destroyed or _Mutilated Bonds .
In the event that any Bond is lost , stolen, destroyed or
mutilated, the Agency will cause to be issued a new Bond
similar to the original and of like maturity and princpal
amount to replace the same in such manner and upon such
reasonable terms and conditions , including the payment of
costs and the posting of a surety bond if the Agency deems
such surety bond necessary , as may from time to time be
determined and prescribed by resolution. The Agency may
authorize such new Bond to be signed and authenticated in
such manner as it determines in said resolution.
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Section 24 . Cancellation of Bonds . All Bonds
surrendered to the Fiscal Agent or any Paying Agent for
payment shall upon payment therefor be cancelled immediately
and forthwith transmitted to the Treasurer. All of the
cancelled Bonds shall remain in the custody of the Treasurer
until destroyed pursuant to due authorization.
Section 25 . Amendments Without Consent of Bond-
holders . The Agency may, from time to time and at any time ,
adopt such resolutions supplemental hereto as shall not be
inconsistent with the terms and provisions hereof (which
supplemental resolutions shall thereafter form a part
hereof) ,
(a) to cure any ambiguity or formal defect or
omission in this resolution or in any supplemental resolu-
tion, or
(b) to grant to or confer upon the Fiscal Agent
for the benefit of the Bondholders any additional rights ,
remedies , powers , authority or security that may lawfully be
granted to or conferred upon the Bondholders or the Fiscal
Agent .
Section 26 . Amendments with Consent of Bondholders .
This resolution, 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 supplemental resolution
adopted by the Agency with the consent of Bondholders hold-
ing 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; provided, however, that no such modification or
amendment shall , without the express consent of the Holder
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.
Any act done pursuant to a modification or amend-
ment so consented to shall be binding upon the Holders of
all of the Bonds , and shall not be deemed an infringement of
any of the provisions of this resolution or of said Law,
whatever the character of such act may be , and may be done
and performed as fully and freely as if expressly permitted
by the terms of this resolution, and after such consent
relating to such specified matters has been given, no Bond-
holders shall have any right or interest to object to such
-22-
action or in any manner to question the propriety thereof or
to enjoin or restrain the Agency or any officer thereof from
taking any action pursuant thereto .
If the Agency shall desire to obtain any such con-
sent , it shall duly adopt a resolution calling a meeting of
the Bondholders for the purpose of considering the action
the consent to which is desired. Notice specifying the
purpose, place, date and hour of such meeting shall be
mailed postage prepaid, to the Bondholders at their respec-
tive addresses appearing on the bond register as maintained
by the Fiscal Agent . Such notice shall set forth the nature
of the proposed action consent to which is desired. 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; provided that such notice shall be
mailed not less than twenty (20) nor more than sixty (60)
days prior to the date fixed for the meeting.
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 approved by
resolution 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.
The Fiscal Agent shall prepare and deliver to the
chairman of the meeting a statement of the names and addresses
of the registered owners of the Bonds , such statement to
show maturities , serial numbers and the principal amounts so
that voting qualifications can be determined. No Bondholders
shall be entitled to vote at such meeting unless their names
appear upon such statement . No Bondholders shall be permit-
ted to vote with respect to a larger aggregate principal
amount of Bonds than is set against their names on such
statement .
The Agency covenants that it will present at the
meeting a certificate , signed and verified by one member
thereof and by the Treasurer, 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 estab-
lished at or prior to the meeting is owned by the Agency or
the City of Redlands , directly or indirectly , and no such
-23-
Bond (in this resolution referred to as "issuer-owned Bonds")
shall be counted in determining whether a quorum is present
at the meeting.
A representation of at least 60% in aggregate
principal amount of the Bonds then outstanding (exclusive of
issuer-owned Bonds , if any) shall be necessary to constitute
a quorum at any meeting 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 secretary . 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 meeting. The Agency and/or the Fiscal
Agent by their duly authorized representatives and counsel ,
may attend any meeting of the Bondholders , but shall not be
required to do so .
At any such meeting held as aforesaid there shall
be submitted for the consideration and action of the Bond-
holders 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 meet-
ing 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 resolution. A
certificate signed and verified by the chairman and the
secretary of any such meeting shall be conclusive evidence
and the only competent evidence of matters stated in such
certificate relating to proceedings taken at such meeting.
Section 27 . Proceedings Constitute Contract . The
provisions of this resolution, of the resolutions providing
for the sale of the Series A Bonds and awarding the Series A
Bonds and fixing the interest rates , and other terms and
conditions as provided herein, and of any other resolution
supplementing or amending this resolution and adopted prior
to the issuance of the Series A Bonds hereunder, shall
constitute a contract between the Agency and the Bondholders
and the provisions thereof shall be enforceable by any
Bondholder for the equal benefit and protection of all
Bondholders similarly situated by mandamus , accounting,
mandatory injunction or any other suit , action or proceeding
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at law or in equity that is now or may hereafter be autho-
rized under the laws of the State of California in any court
of competent jurisdiction. Said contract is made under and
is to be construed in accordance with the laws of the State
of California.
If one or more of the following events ("events of
default" ) shall happen, that is to say--
(1) if default shall be made in the due and
punctual payment of any installment of interest on any Bond
when and as such interest installment shall become due and
payable;
(2) if default shall be made in the due and
punctual payment of the principal 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 Resolution 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 juris-
diction 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 Fiscal Agent may , upon notice
in writing to the Agency , and shall , if it is requested by
the holders of not less than a majority in aggregate princi-
pal amount of the Bonds at the time outstanding (such request
to be in writing to the Fiscal Agent and the Agency) declare
the principal of all of the Bonds then outstanding and the
interest accrued thereon, to be due and payable immediately,
and upon any such declaration the same shall become and
shall be immediately due and payable , anything in the reso-
lution or in the Bonds to the contrary notwithstanding.
Such declaration may be rescinded by the holders
of not less than a majority of the Bonds then outstanding
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provided the Agency cures such default or defaults including
the deposit with the Fiscal Agent 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 resolution, and an amount suffi-
cient to pay any expenses incurred by the Fiscal Agent in
connection with such default .
Any Bondholder 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 in the Bonds , and
to require the carrying out of any or all such covenants and
agreements of the Agency and the fulfillment of all duties
imposed upon it by the Law;
(2) by suit , action or proceeding in equity,
to enjoin any acts or things which are unlawful, or the
violation of any of the Bondholders ' rights ; or
(3 ) upon the happening of any event of
default (as defined in this section) , 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 uncondi-
tional , 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
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 Redevelopment Law or
any other law of the State of California. No waiver of any
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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 or shall
impair any rights or remedies on said subsequent default or
breach. 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 deter-
mined 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.
After the issuance and delivery of the Series A
Bonds , this resolution and supplementary resolutions thereto
shall be irrepealable, but shall be subject to modification
or amendment to the extent and in the manner provided in
this resolution, but to no greater extent and in no other
manner.
Section 28 . 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 Fiscal Agent 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 resolution or
otherwise 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
direct obligations of the United States of America or bonds
or other income earned or to be earned on direct obligations
of the United States of America or bonds or other obligations
for which the faith and credit of the United States of
America are pledged for the payment of principal and interest ,
shall , as provided herein, no longer be deemed to be out-
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standing 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 payment 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 prin-
cipal, premium, if any , or interest to the date of such
maturity or redemption, including in the computation 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 mailing 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 the United States of America, or
bonds or other obligations for which the faith and credit of
the United States of America, or bonds or other obligations
for which the faith and credit of the United States of
America are pledged for the payment of principal and inter-
est , to mature or be withdrawable , as the case may be, not
later than the time when needed for such payment or redemp-
tion. New 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 29 . Severability. if any covenant ,
agreement or provision, or any portion thereof, contained in
this resolution, or the application thereof to any person or
circumstances , is held to be unconstitutional , invalid or
unenforceable , the remainder of this resolution and the
application of any such covenant , agreement or provision, or
portion thereof, to other persons or circumstances , shall be
deemed severable and shall not be affected, and this resolu-
tion and the Series A Bonds issued pursuant hereto shall
remain valid and the Bondholders shall retain all valid
rights and benefits accorded to them under this resolution
and the Constitution and laws of the State of California.
If the provisions relating to the appointment and duties of
a Fiscal Agent are held to be unconstitutional, invalid or
unenforceable, said duties shall be performed by the
Treasurer.
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Section 30 . Effective Date. This resolution shall take
effect upon adoption.
ADOPTED, SIGNED AND APPROVED this 6th day of March, 1984 .
Chairman or the Redevelopment
Agency of the City of Redlands ,
California
ATTEST:
S041- tart' o Redevelopment
Agency of the City of Redlands ,
California
I , Lorrie Poyzer, Secretary of the Redevelopment Agency of the
City of Redlands , hereby certify that the foregoing resolution
was duly adopted by the Board of Directors of the Redevelopment
Agency of the City of Redlands at a regular meeting thereof held
on the 6th day of March, 1984 , by the following vote:
AYES : Agency Members Johnson, DeMirjyn, Martinez, Larsen;
Chairman Beswick
NOES : None
ABSENT: None
ecf-e,fary of —
Redevelopment
Agency of thAi.-t- y of Redlands ,
California
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