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ARA1980-034Proof of September 30, 1980 Anaheim Redevelopment — 4670 -6 BOWNE of Los Angeles, Inc. — (213) 742 -6600 RESOLUTION NO. ARA 80- 34 A RESOLUTION OF THE ANAHEIM REDEVELOPMENT AGENCY AUTHOR- IZING THE ISSUANCE OF $10,000,000 BONDS OF SAID AGENCY TO FI- NANCE A PORTION OF THE COST OF A REDEVELOPMENT PROJECT KNOWN AS REDEVELOPMENT PROJECT ALPHA. WHEREAS, the Anaheim Redevelopment Agency is a redevelopment agency (a public body, corporate and politic) duly created, established and authorized to transact business and exercise its powers, all under and pursuant to the Community Redevelopment Law (Part 1 of Division 24 of the Health and Safety Code of the State of California) and the powers of such agency include the power to issue bonds for any of its corporate purposes; and WBEREAS, a redevelopment plan for a redevelopment project known and designated as "Rede- velopment Project Alpha" has heretofore 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, said plan contemplates that the Agency will issue its bonds to finance a portion of the cost of such redevelopment; and WHEREAS, the Agency has heretofore issued its Redevelopment Project Alpha Tax Allocation Bonds, Series A, in the principal amount of $30,000,000; and WHmw -As, the Agency deems it necessary to issue additional tax allocation bonds for the aforesaid purpose; Now, THEREFORE, the Anaheim Redevelopment Agency DoEs HEREBY RESOLVE as follows: Section 1. Definitions. As used in this resolution the following terms shall have the following meanings: (a) "Bonds" or `bonds" means the $10,000,000 bonds authorized by this resolution. (b) "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; obligations issued by banks for cooperatives, federal land banks, federal intermediate credit banks, federal home loan banks, the Federal Home Loan Bank Board, the Tennessee Valley Authority; all as and to the extent that such securities are eligible for the legal investment of Agency funds. (c) "Fiscal Agent" means the fiscal agent appointed by the Agency pursuant to Section 21 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. (d) "Fiscal year" means the year period beginning on July 1st and ending on the next following June 30th. (e) "Law" or "Redevelopment Law" means the Community Redevelopment Law of the State of California as cited in the recitals hereof. 1 Proof of September 30, 1980 Anaheim Redevelopment — 4670 -6 BOWNE of Los Angeles, Inc. — (213) 742 -6600 (f) "Maximum annual debt service" as computed from time to time under Sections 15 and 17 hereof means the largest of the sums obtained for each fiscal year thereafter during the life of this issue by totaling the following for each such fiscal year: (1) The principal amount of all Bonds and serial parity bonds payable in such fiscal year and outstanding at the time of such computation; (2) The principal amount of term parity bonds maturing or required to be paid during such fiscal year and outstanding at the time of such computation; and (3) The interest which would be due during such fiscal year on the aggregate principal amount of Bonds and parity bonds which would be outstanding in such fiscal year if the Bonds and serial parity bonds outstanding on the date of such computation are retired as they mature and if the term parity bonds outstanding on the date of such computation are retired pursuant to the applicable schedule of minimum term bond payments. (g) "Parity bonds" means the Series A bonds referred to in the recitals hereof and any additional tax allocation bonds issued by the Agency as permitted by Section 15 of this resolution. (h) "Paying Agent" means any paying agent provided by the Agency pursuant to this resolution. (i) "Redevelopment Agency" or "Agency" means the Anaheim Redevelopment Agency. (j) "Redevelopment Plan" means the redevelopment plan for the Redevelopment Project Area approved and adopted by Ordinance No. 3190 described in Section 16 hereof, and includes any amendment of said plan heretofore or hereafter made pursuant to law. (k) "Redevelopment Project" means the project of carrying out, pursuant to the Law, the Redevelopment Plan for the Redevelopment Project Area. (1) "Redevelopment Project Area" means the project area described and defined in said Ordinance No. 3190, as heretofore or hereafter amended, which project area is known and designated as "Redevelopment Project Alpha." (m) "Tax Revenues" means that portion of taxes levied upon taxable property in the Redevelopment Project Area (including all payments, reimbursements and subventions, if any, specifically attributable to ad valorem taxes lost by reason of tax exemptions and tax rate limitations), which is allocated to and paid into the Redevelopment Project Alpha Special Fund pursuant to Article 6 of Chapter 6 of the Law and Section 16 of Article XVI of the Constitution of the State of California, all as more particularly set forth hereafter in this resolution. (n) "Treasurer" or "Treasurer of the Agency" means the officer who is then performing the functions of Treasurer of the Agency. Section 2. Amount, Issuance and Purpose of Bonds. Under and pursuant to said Law and under and pursuant to this resolution Bonds of the Redevelopment Agency in the principal amount of $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 and are special obligations of the Agency and are secured by an irrevocable and first pledge of, and are payable as to both principal and interest solely from, Tax Revenues and other funds as hereinafter provided. 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 prop- 2 Proof of September 30, 1980 Anaheim Redevelopment — 4670 -6 93OWNE of Los Angeles, Inc. — (213) 742 -6600 erty 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 Section 103(b) (2) (B) of the Internal Revenue Code, 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 Anaheim, 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, interest or premiums 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 members of the Agency nor any persons executing the Bonds are liable personally on the Bonds by reason of their issuance. Said Bonds shall be and are equally secured by an irrevocable and first pledge of Tax Revenues and other 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 Redevel- opment Project or upon the performance by anyone of his obligation relative to the Redevelopment Project. Nothing in this resolution shall preclude the redemption and payment of said Bonds prior to maturity, or the payment thereof at maturity, from the proceeds of refunding bonds issued pursuant to law. Nothing in this resolution shall prevent the Agency from making advances of its own funds how- soever derived to any of the uses and purposes mentioned in this resolution. Section 4. Description of Bonds. The Bonds shall be in the principal amount of $10,000,000, shall be 2000 in number, numbered B -1 to B -2000, inclusive, and shall be of the denomination of $5,000 each. Said bonds shall be designated REDEVELOPMENT PROJECT ALPHA TAX ALLOCATION BONDS, SERIES B, shall be dated August 1, 1980, and shall mature on August 1 in each of the years and in the amounts as follows: Year Principal Amount Year Principal Amount 1983 ...................... $ 125,000 1995 ...................... $ 395,000 1984 ...................... 140,000 1996 ...................... 435,000 1985 ...................... 150,000 1997 ...................... 475,000 1986 ...................... 165,000 1998 ...................... 525,000 1987 ...................... 185,000 1999 ...................... 575,000 1988 ...................... 205,000 2000 ...................... 635,000 1989 ...................... 225,000 2001 ...................... 700,000 1990 ...................... 245,000 2002 ...................... 770,000 1991 ...................... 270,000 2003 ...................... 845,000 1992 ...................... 295,000 2004 ...................... 930,000 1993 ...................... 325,000 2005 ...................... 1,025,000 1994 ...................... 360,000 Section 5. Interest. The Bonds shall bear interest at a rate or rates to be hereafter fixed by resolu- tion, but not to exceed 107o per annum, payable semiannually on February 1 and August 1 of each year. Each Bond shall bear interest until the principal sum thereof has been paid; provided, however, that if at the maturity date of any Bond, or if the same is redeemable and has been duly called for redemp- tion then at the date fixed for redemption, funds are available for the payment or redemption thereof in full accordance with the terms of this resolution, said Bond shall then cease to bear interest. 3 Proof of September 30, 1980 Anaheim Redevelopment — 4670 -6 `BOWNE of Los Angeles, Inc. — (213) 742 -6600 Section 6. Place of Payment. The Bonds and the interest thereon shall be payable in lawful money of the United States of America at the corporate agency division 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 Los Angeles or San Francisco, California, New York, New York, or Chicago, Illinois. Section 7. Execution of Bonds. The Bonds shall be signed on behalf of the Agency by its Chair- man by his facsimile signature and by its Secretary by her manual signature, and the seal of the Agency shall be impressed, imprinted or reproduced thereon. The interest coupons on said Bonds shall be signed by said Secretary by her facsimile signature. The foregoing officers are hereby authorized and directed to sign said Bonds and coupons in accordance with this section. Section 8. Registration. The Bonds may be registered as to principal only or as to both principal and interest and the form of registration of any registered Bond may be changed, or any registered Bond may be discharged from registration, all in accordance with the provisions for registration con- tained in the form of Bond set forth in Section 26 hereof. Section 9. Redemption of Bonds. Bonds maturing on or prior to August 1, 1990 shall not be subject to call and redemption prior to maturity. Bonds maturing on or after August 1, 1991 may be called before maturity and redeemed at the option of the Agency, from any source of funds, on August 1, 1990, or on any interest payment date thereafter prior to maturity, as a whole, or in part in inverse order of maturity and by lot within each maturity, at a redempion price for each redeemed Bond equal to the principal amount thereof, plus the following premium (percentage of par value) if redeemed at the following times: Redemption Dates Premiums August 1, 1990 and February 1, 1991 .......................... 2%% August 1, 1991 and February 1, 1992 .......................... 2 August 1, 1992 and February 1, 1993 .......................... 1% 1 7c August 1, 1993 and February 1, 1994 .......................... 1 % August 1, 1994 and February 1, 1995 .......................... % 1 70 August 1, 1995 and thereafter . ............................... 0 Section 10. Notice of Redemption. Notice of the intended redemption shall be published by the Fiscal Agent by one insertion in a newspaper of general circulation in The City of Los Angeles, Cali- fornia and in a financial newspaper or journal of national circulation published in or near The City of New York, New York, said publication to be at least 30 days but not more than 90 days prior to the redemption date, provided that notice of redemption may be given and published earlier than said 90th day if provision is made for the republication of said notice within the period above prescribed. The notice of redemption' shall (a) state the redemption date; (b) state the redemption price; (c) state the numbers of the Bonds to be redeemed; provided, however, that if the call includes all of the oustanding Bonds the numbers of the Bonds need not be stated; (d) require that such Bonds be surrendered with all interest coupons maturing subsequent to the redemption date (except that no coupons need be surrendered on Bonds registered as to both principal and interest) at the office of the Fiscal Agent or at the office of any Paying Agent; and (e) give notice that further interest on such Bonds will not accrue after the designated redemption date. If any of the Bonds designated for redemption shall be registered, the Fiscal Agent shall, on or before the date of publication of said notice of redemption, mail a similar notice, postage prepaid, to the respective registered owners thereof at the addresses appearing on the bond registry books in the office of the Fiscal Agent. Proof of September 30, 1980 Anaheim Redevelopment — 4670 -6 BOWNE of Los Angeles, Inc. — (213) 742 -6600 The actual receipt by the holder of any Bond (hereinafter referred to as "bondholder ") of notice of such redemption shall not be a condition precedent to redemption, 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 date fixed for redemption. The notice or notices required by this section shall be given by the Fiscal Agent. A certificate by the Fiscal Agent that notice of call and redemption has been given to holders of registered Bonds as herein provided shall be conclusive as against all parties, and no bondholder whose registered 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 he 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 Bonds there shall be established with the Fiscal Agent a redemption fund to be described or known as Redevelopment Project Alpha Tax Allocation Bonds, Series B, Redemption Fund (the "Redemption Fund"), and prior to the publication of the notice of redemption the Fiscal Agent must set aside in said Redemption Fund moneys available for the purpose and sufficient to redeem, at the premiums payable as in this resolution provided, the Bonds designated in such notice of redemption. Said moneys must be set aside in said fund solely for that purpose and shall be applied on or after the redemption date to payment (principal and premium) for the Bonds to be redeemed upon presentation and surrender of such Bonds and (except as to Bonds registered as to both principal and interest) all interest coupons maturing after the redemption date, and shall be used only for that purpose. Any interest payment or coupon due on or prior to the redemption date shall be paid from the Special Fund described in Section 17 hereof, upon presentation and surrender thereof. Each Bond presented (if unregistered or if registered as to principal only) must have attached thereto or presented therewith all interest coupons maturing after the redemption date. If after all of the Bonds called have been redeemed and cancelled or paid and cancelled there are moneys remaining in said Redemption Fund, said moneys shall be transferred to the Special Fund; provided, however, that if said moneys are part of the proceeds of refunding bonds said moneys shall be transferred to the fund created for the payment of principal of and interest on such refunding bonds. 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 Bonds called for redemption (principal and premium) is set aside for that purpose in the Redemp- tion Fund, as provided in Section 11 hereof, the Bonds designated for redemption shall become due and payable on the date fixed for redemption thereof, and, upon presentation and surrender of said Bonds and (except as to Bonds registered as to both principal and interest) all interest coupons maturing after the redemption date, at the place specified in the notice of redemption, such Bonds shall be redeemed and paid at said redemption price out of the Redemption Fund, and no interest will accrue on such Bonds called for redemption or on any interest coupons thereof after the redemption date specified in such notice, and the holders of said Bonds so called for redemption after such redemp- tion date shall look for the payment of such Bonds and the premium thereon only to the Redemption Fund. All Bonds redeemed and all interest coupons thereof shall forthwith be cancelled by the Fiscal Agent and shall not be reissued. All interest coupons pertaining to any redeemed Bonds, which coupons have matured on or prior to the time fixed for redemption, shall continue to be payable to the respective holders thereof but without interest thereon. All unpaid interest payable at or prior to the date fixed for redemption upon Bonds registered as to both principal and interest shall continue to be payable to the respective registered owners of such Bonds, or their order, but without interest thereon. Section 13. Funds. A special trust fund has heretofore been created, called the Redevelopment Project Alpha Redevelopment Fund (the "Redevelopment Fund "), held by the Treasurer. 5 Proof of September 30, 1980 Anaheim Redevelopment — 4670 -6 BOWNE of Los Angeles, Inc. — (213) 742 -6600 A special trust fund has heretofore been created, called the Redevelopment Project Alpha Special Fund (the "Special Fund "), held by the Fiscal Agent. So long as any of the Bonds herein authorized, 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. Disposition of Bond Proceeds; Redevelopment Fund. The proceeds from the sale of the Bonds shall be placed in the Redevelopment Fund, except for an amount sufficient to raise the balance in the Special Fund to maximum annual debt service, which shall be transferred to the Fiscal Agent and deposited in the Special Fund. The moneys set aside and placed in the Redevelopment Fund shall remain therein until from time to time expended solely for the purpose of financing a portion of the cost of the Redevelopment Project and other costs related thereto, such other costs to include but not be limited to: (a) Reimbursement to the City of Anaheim for prior advances made to the Agency in connection with the Redevelopment Project; (b) The cost of land acquisition, relocation benefits, site clearance, site improvements and other costs which may not benefit the Redevelopment Project exclusively but which are necessary to the redevelopment of the Redevelopment Project Area and the disposition of the land therein; and (c) The necessary expenses in connection with the issuance and sale of the Bonds. If any sum remains in the Redevelopment Fund after the full accomplishment of the objects and purposes for which said Bonds were issued, said sum shall be transferred to the Special Fund. Section 15. Issuance of Additional 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 the costs of the Redevelopment Project, the Agency may provide for the issuance of, and sell, additional tax allocation bonds, payable on a parity with the 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 indicated by records of the Assessor of Orange County) and upon the most recently established tax rates are at least equal to (1) maximum annual debt service on all Bonds and parity bonds which will be outstanding following the issuance of such additional bonds, or (2) 135% of the highest annual principal and interest payments, including minimum term bond payments, on all outstanding Bonds and panty bonds which will be due and payable in the next three fiscal years following the issuance of such additional bonds, whichever amount is greater. (c) The resolution providing for such additional bonds shall require that from the proceeds of such sale there shall be deposited in the Special Fund an amount sufficient to raise the balance therein to a sum equal to maximum annual debt service on all Bonds and parity bonds which will be outstanding following the issuance of such additional bonds, and that the balance of such proceeds shall be deposited in the Redevelopment Fund to be used for the purposes specified in Section 14 hereof. (d) The additional bonds shall mature on August 1, and the interest thereon shall be payable February 1 and August 1 of each year. M Proof of September 30, 1980 Anaheim Redevelopment — 4670 -6 BOWNE of Los Angeles, Inc. — (213) 742 -6600 Section 16. Tax Revenues. As provided in the Redevelopment Plan pursuant to Article 6 of Chapter 6 of the Law and Section 16 of Article XVI of the Constitution of the State of California, taxes levied upon taxable property in the Redevelopment Project Area each year by or for the benefit of the State of California, any city, county, city and county, district, or other public corporation (herein- after sometimes called "taxing agencies ") after the effective date of the ordinance approving the Redevelopment Plan (being Ordinance No. 3190 adopted by the City Council of the City of Anaheim on July 19, 1973, which ordinance became effective on August 18, 1973) shall be divided as follows: (1) That portion of the taxes which would be produced by the rate upon which the tax is levied each year by or for each of said taxing agencies upon the total sum of the assessed value of the taxable property in the Redevelopment Project Area as shown upon the assessment roll used in connection with the taxation of such property by such taxing agency last equalized prior to August 18, 1973 (being the effective date of Ordinance No. 3190 above referred to) shall be allocated to and when collected shall be paid into the funds of the respective taxing agencies as taxes by or for said taxing agencies on all other property are paid; and (2) That portion of said levied taxes each year in excess of such amount shall be allocated to and when collected shall be paid into the Special Fund. The foregoing provisions of this section are a portion of the provisions of said Article 6 as applied to the Bonds and shall be interpreted in accordance with said Article 6, and the further provisions and definitions contained in said Article 6 are hereby incorporated herein by reference and shall apply. The Tax Revenues (except that portion which the Agency may use pursuant to Section 17 hereof) are hereby allocated and pledged in their entirety to the payment of the principal of, interest on, and premiums payable upon redemption of, said Bonds and any parity bonds as in this resolution provided, and until all of said Bonds and parity bonds, and all interest thereon, have been paid (or until moneys for that purpose have been irrevocably set aside) the Tax Revenues shall be applied solely to the pay- ment of said Bonds and parity bonds, the interest thereon, and premiums payable upon redemption thereof, as in this resolution provided. Such allocation and pledge is for the exclusive benefit of the holders of the Bonds and parity bonds and shall be irrevocable. Section 17. Special Fund. The interest on and principal of the Bonds and any parity bonds shall be paid by the Fiscal Agent from the Special Fund. All Tax Revenues shall be deposited in the Special Fund. To the extent not required to pay interest and principal on the Bonds and any parity bonds as the same become due, there shall be maintained in the Special Fund an amount equal to the maximum annual debt service so long as any of the Bonds and any panty bonds are outstanding. The Fiscal Agent, on or before each December 31, shall ascertain the amount of 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 indicated by records of the Assessor of Orange County) and the most recently established tax rates, and shall (after deducting therefrom the minimum balance to be retained as set forth above) estimate that portion of said Tax Revenues which will be in excess of 12517o of the amount of principal and interest then due or to become due on the next following February 1 and August 1 (including minimum term bond payments) on the Bonds and on any parity 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 may be used by the Agency for any purpose authorized in the Law, and may direct the Fiscal Agent to pay all or any remaining part of said excess portion to the Auditor- Controller of Orange County for payment into the funds of the respective taring agencies. Upon receipt of the Tax Revenues, the Fiscal Agent shall make such pay- ment or payments as directed by the Agency. Proof of September 30, 1980 Anaheim Redevelopment — 4670 -6 BOWNE of Los Angeles, Inc. — (213) 742 -6600 Any moneys in the Special Fund on July 1, 1981 or on any July 1 thereafter, in excess of maximum annual debt service plus the amount of principal (including minimum term bond payments) and interest to become due on the next following August 1 and February 1 on the Bonds and on any parity bonds then outstanding, may be used to purchase Bonds or parity bonds and commencing July 1, 1990, shall be used and applied to call and redeem the largest principal amount of outstanding Bonds or parity bonds which can be called (including the payment of the applicable premium thereon) with the moneys available therefor, provided said moneys are sufficient to redeem at least $25,000 principal amount. Any such call and redemption shall be made in accordance with the provisions of Sections 9 to 12 hereof, inclusive. Purchases of outstanding 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 determine but only at prices (including brokerage or other expenses) of not more than par plus accrued interest plus the premium applicable at the next following call date according to the schedule set forth in Section 9 hereof, and any accrued interest payable upon the purchase of Bonds may be paid from the amount reserved in the Special Fund for the payment of interest on the next following interest date. Any Bonds so purchased together with all unpaid interest coupons pertaining thereto shall be cancelled by the Fiscal Agent forthwith and surrendered to the Agency and shall not be reissued. The previous provisions of this section for the determination each year of the amount of moneys available for purchase or redemption of Bonds shall not prevent the Fiscal Agent, if directed by the Agency, from purchasing Bonds with moneys in the Special Fund in the manner hereinbefore provided, on or after July 1, 1981, at any time or times during any year but any such purchases (except for accrued interest) shall be made only with the portion of the then balance in said fund which is in excess of maximum annual debt service plus the amount of principal (including minimum term bond payments) and interest to become due on the then outstanding Bonds and any parity bonds on the next two following interest payment dates. Section 18. Deposit and Investment of Moneys in Funds. Subject to the provisions of Covenant 9 of Section 19 hereof, all moneys held by the Treasurer in the Redevelopment Fund and by the Fiscal Agent in the Special Fund, except such moneys which are at the time invested, shall be held in time or demand deposits in any bank or trust company authorized to accept deposits of public funds (including the banking department of the Fiscal Agent) and shall be secured at all times by bonds or other obligations which are authorized by law as security for public deposits, of a market value at least equal to the amount required by law. Moneys in the Redevelopment Fund may be from time to time invested by the Treasurer, and moneys in the Special Fund may, and upon written request of the Agency shall, be invested by the Fiscal Agent, in Federal Securities, subject to the following restrictions: (a) Moneys in the Redevelopment Fund shall be invested only in obligations which will by their terms mature not later than six months after the dates the Agency estimates the moneys represented by the particular investment will be needed for withdrawal from such fund. (b) Moneys in the Special Fund shall be invested only in obligations which will by their terms mature on such dates as to insure that before each interest payment date there will be in such fund, - from matured obligations and other moneys already in such fund, cash equal to the interest and principal (including minimum term bond payments) payable on such date with respect to the Bonds and any parity bonds. Obligations purchased as an investment of moneys in either of said funds shall be deemed at all times to be a part of such fund and the interest accruing thereon and any gain realized from such investment shall be credited to such fund and any loss resulting from any such authorized investment shall be charged to such fund without liability to the Agency or the members and officers thereof or to the Fiscal Agent. The Agency or the Fiscal Agent, as the case may be, shall sell at the best price Proof of September 30, 1980 Anaheim Redevelopment — 4670 -6 BOWNE of Los Angeles, Inc. — (213) 742 -6600 obtainable or present for redemption any obligation so purchased whenever it shall be necessary to do so in order to provide moneys to meet any payment or transfer from such fund as required by this resolution. For the purpose of determining at any given time the balance in any such fund any such investment constituting a part of such fund shall be valued at the then estimated or appraised market value of such investment. Section 19. 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 at maturity, or to call prior to maturity, all outstanding Bonds, plus unpaid interest thereon to maturity, or to the call date, the Agency will (through its proper members, officers, agents or employees) faithfully perform and abide by all of the covenants, undertakings and provisions contained 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 com- pletion, with all practicable dispatch, the Redevelopment Project in accordance with its duty so to do under and in accordance with the Law and the Redevelopment Plan and in a sound and economical manner. The 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 proceeds of the sale of said Bonds will be deposited and used 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 and the interest coupons pertaining thereto; 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 sufficient 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 (including minimum term bond payments) and interest on each of the Bonds issued hereunder together with the premium thereon if any be payable on the date, at the place and in the manner provided in said Bonds and the interest coupons pertaining thereto, solely from the Tax Revenues and other funds as herein provided. The Agency further covenants that it shall comply with the requirements of Section 33675 of the Law, including the annual filing of a "state- ment of indebtedness" with the Auditor- Controller of Orange 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 reserved; 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. Proof of September 30, 1980 Anaheim Redevelopment — 4670 -6 BOWNE of Los Angeles, Inc. — (213) 742 -5600 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 Project and the Tax Revenues and other funds herein provided 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 and certified 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 proceedings authorized by law, for any public or other use under which the property will be tax exempt, the net proceeds realized by the Agency therefrom will be deposited in the Special Fund and used and applied for the purpose of paying principal of and interest on said Bonds and any parity bonds as in this resolution provided. 8. The Agency covenants and agrees that it will not dispose of more than 10 of the land area in the Redevelopment Project Area (except property shown in the Redevelopment Plan in effect on the date this resolution is adopted as planned for public use) 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 the bondholders would be substantially impaired. 9. The Agency covenants that under no circumstances shall any initial investment, subsequent investment or reinvestment of the proceeds of the Bonds be made in such a manner as to result in the loss of exemption from federal income taxation of interest on the Bonds. Except as permitted during "temporary periods" (as such term is defined in the Income Tax Regulations referred to herein) by said Income Tax Regulations, the proceeds of the Bonds shall not be invested directly or indirectly in taxable obligations so as to produce a yield which is materially higher than the yield on the Bonds which results in the Bonds constituting "arbitrage bonds" within the meaning of Section 103(c), Internal Revenue Code of 1954, as amended, and the Income Tax Regulations issued thereunder; but such sums may be otherwise invested if and when such Section and any regulations thereunder permit the investment to be made in the manner made without causing the Bonds to become "arbitrage bonds ". Section 20. Taxation of Leased Property. Whenever 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 Anaheim or any public instrumentality thereof), the property shall be assessed and taxed in the same manner as privately owned property, as required by Section 33673 of the Law. Section 21. Fiscal Agent and Paying Agents. The Agency hereby appoints Bank of America National Trust and Savings Association as Fiscal Agent 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 an office in The City of Los Angeles, 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 in 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. 10 Proof of September 30, 1980 Anaheim Redevelopment — 4670 -6 BOWNE of Los Angeles, Inc. — (213) 742 -6600 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. A Fiscal Agent may become the owner of any of the Bonds authorized by this resolution or any of the coupons appurtenant thereto 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 diligence 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 sufficiency of this resolution or of the Bonds or coupons, and shall incur no responsibility in respect thereof, other than in connection 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 in Los Angeles and San Francisco, California, Chicago, Illinois, and New York, New York, at the office of which the Bonds and coupons are payable at the option of the holder. Section 22. Lost, Destroyed or Mutilated Bonds. In the event that any Bond or any interest coupon pertaining thereto is lost, stolen, destroyed or mutilated, the Agency will cause to be issued a new Bond or coupon similar to the original 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 or coupon or coupons to be signed and authenticated in such manner as it determines in said resolution. Section 23. Cancellation of Bonds. All Bonds and coupons surrendered to the Fiscal Agent or any Paying Agent for payment upon maturity or for redemption shall upon payment therefor be cancelled immediately and forthwith transmitted to the Treasurer or destroyed at the direction of the Treasurer. Section 24. Amendments without Consent of Bondholders. 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 supple- mental resolution, 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 25. Amendments with Consent of Bondholders. This resolution, and the rights and obliga- tions of the Agency and of the holders of the Bonds and coupons issued hereunder, may be modified or amended at any time by supplemental resolution adopted by the Agency with the consent of bond- holders holding at least 60% in aggregate principal amount of the outstanding Bonds, exclusive of Bonds, if any, owned by the Agency or the City of Anaheim, and obtained as hereinafter set forth; provided, however, that no such modification or amendment shall, without the express consent of the holder or registered owner of the Bond affected, reduce the principal amount of any Bond, reduce the interest rate payable thereon, advance the earliest redemption date, reduce the premium payable upon 11 Proof of September 30, 1980 Anaheim Redevelopment — 4670 -6 BOWNE of Los Angeles, Inc. — (213) 742 -6600 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 amendment so consented to shall be binding upon the holders of all of the Bonds and interest coupons, whether such coupons be attached to Bonds or de- tached therefrom, 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 bondholder or holder of any interest coupon, whether attached to a Bond or detached therefrom, shall have any right or interest to object to such 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 consent, it shall cause notice to be published in a financial newspaper or journal of national circulation published in or near The City of New York, New York. If any of the Bonds shall be registered, the Agency shall cause the Fiscal Agent to mail a similar notice, postage prepaid, to the respective registered owners thereof at their addresses appearing on the bond registry books. Such notice shall briefly set forth the nature of the proposed supplemental resolution and shall state that a copy thereof is on file at the office of the Fiscal Agent for inspection by all bondholders. The Fiscal Agent shall not, however, be subject to any liability to any bondholders by reason of his failure to mail the notice required by this section, and any such failure shall not affect the validity of such supplemental resolution when consented to and approved as provided in this section. Whenever at any time within one year after the date of the publication of such notice, the Agency shall receive an instrument or instruments purporting to be executed by the holders of not less than 60 in aggregate principal amount of the Bonds then outstanding (exclusive of Bonds, if any, owned by the Agency or the City of Anaheim), which instrument or instruments shall refer to the proposed supplemental resolution described in such notice, and shall specifically consent to and approve the adoption thereof in substantially the form of the copy thereof referred to in such notice as on file with the Fiscal Agent, thereupon, but not otherwise, the Agency may adopt such supplemental resolution in substantially such form, without liability or responsibility to any holder of any Bonds, whether or not such holder shall have consented thereto. Upon the adoption of any supplemental resolution pursuant to the provisions of this section, this resolution shall be, and be deemed to be, modified and amended in accordance therewith, and the respective rights, duties and obligations under this resolution shall thereafter be determined, exercised and enforced hereunder, subject in all respects to such modifications and amendments. 12 Proof of September 30, 1980 Anaheim Redevelopment — 4670 -6 BOWNE of Los Angeles, Inc. — (213) 742 -6600 Section 26. Bond and Coupon Forms. Said Bonds shall be issued as payable to bearer, shall be issued in negotiable form and shall be negotiable, and the form of said Bonds and the interest coupons attached thereto shall be substantially as follows: UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF ORANGE ANAHEIM REDEVELOPMENT AGENCY REDEVELOPMENT PROJECT ALPHA TAX ALLOCATION BOND, SERIES B WON The ANAHEnm REDEVELOPMENT AGENCY (hereinafter sometimes called the "Agency "), a public body corporate and politic, duly organized and existing under the laws of the State of California, for value received, hereby promises to pay (but solely from the funds hereinafter mentioned) to the bearer or, if this bond be registered, to the registered owner hereof, on August 1, ... (subject to right of prior redemption as hereinafter stated), upon presentation and surrender of this bond, the sum of FIVE THOUSAND DOLLARS ($5,000), with interest thereon (payable solely from said funds) from the date hereof at the rate of ... % per annum, interest payable semiannually on the first day of February and the first day of August of each and every year until this bond is paid, upon presentation and surrender of the respective interest coupons hereto attached; provided, however, that if at the maturity date of this bond or, if the same is redeemable and is duly called for redemption then at the date fixed for redemption, funds are available for payment or redemp- tion thereof, as provided in the resolution hereinafter mentioned, this bond shall then cease to bear interest. Both principal and interest are payable in lawful money of the United States of America at the corporate agency division of Bank of America National Trust and Savings Associa- tion, Fiscal Agent for the Agency, in Los Angeles, California, or, at the option of the holder hereof, at the office of any Paying Agent of the Agency in Los Angeles or San Francisco, California, New York, New York, or Chicago, Illinois. This bond, the interest thereon, or any premium payable upon the redemption thereof, are not a debt of the City of Anaheim, the State of California or any of its political subdivisions and neither said city, said state nor any of its political subdivisions is liable thereon, nor in any event shall this bond or said interest or premiums be payable out of any funds or properties other than the funds of the Agency hereinafter mentioned. This bond does not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction. Neither the members of the Agency nor any persons executing this bond are liable personally on this bond by reason of its issuance. This bond is one of a duly authorized issue of bonds of the Agency designated "Redevelop- ment Project Alpha Tax Allocation Bonds, Series B" (the "bonds ") limited in aggregate principal amount to $10,000,000, all of like tenor (except for bond numbers and maturity dates and differences, if any, in interest rate) and all of which have been issued pursuant to and in full conformity with the Constitution and laws of the State of California and particularly the Com- munity Redevelopment Law (Part 1 of Division 24 of the Health and Safety Code of the State of California) for the purpose of financing a portion of the cost of the redevelopment project above designated, and are authorized by and issued pursuant to Resolution No. ARA 80 -.. (hereinafter called "the resolution") adopted by the Agency on ... ..... , and all of the bonds are equally secured in accordance with the terms of the resolution, reference to which is hereby made for a specific description of the security therein provided for said bonds, for the nature, extent and 13 Proof of September 30, 1980 Anaheim Redevelopment — 4670 -6 BOWNE of Los Angeles, Inc. — (213) 742.6600 manner of enforcement of such security, for the covenants and agreements made for the benefit of the bondholders, and for a statement of the rights of the bondholders, and by the acceptance of this bond the holder thereof and of the coupons attached hereto assents to all of the terms, conditions and provisions of said resolution. In the manner provided in the resolution, said resolution and the rights and obligations of the Agency and of the holders of said bonds and coupons, may (with certain exceptions as stated in said resolution) be modified or amended with the consent of the holders of 60 in aggregate principal amount of outstanding bonds, exclusive of bonds owned by the Agency or the City of Anaheim. The principal of this bond, the interest thereon, and any premium payable upon redemption thereof are secured by an irrevocable and first pledge of, and are payable solely from, the Tax Revenues (as such term is defined in said resolution) and other funds, all as more particularly set forth in the resolution. If this bond matures on or after August 1, 1991, it is callable and redeemable prior to maturity in accordance with the provisions for redemption endorsed hereon. This bond and the coupons attached hereto are negotiable instruments and shall be negotiable by delivery. This bond may be registered as to principal only or as to both principal and interest, in accordance with the provisions for registration endorsed hereon. It is hereby recited, certified and declared that any and all acts, conditions and things required to exist, to happen and to be performed precedent to and in the issuance of this bond exist, have happened and have been performed in due time, form and manner as required by the Constitution and statutes of the State of California. IN WrrNEss WIMxEOF, the Anaheim Redevelopment Agency has caused this bond to be signed on its behalf by its Chairman by his facsimile signature and by its Secretary and the seal of said Agency to be impressed, imprinted or reproduced hereon, and the interest coupons hereto attached to be signed by said Secretary by her facsimile signature and this bond to be dated the first day of August, 1980. Chairman of the Anaheim Redevelopment Agency (SEAL) Secretary of the Anaheim Redevelopment Agency 14 Proof of September 30, 1980 Anaheim Redevelopment — 4670 -6 BOWNE of Los Angeles, Inc. — (213) 742 -6600 (Coupon Form) On the first day of ........ , 19 . . The ANAHEIM REDEVELOPMENT AGENCY will pay to bearer, at the corporate agency division of Bank of America National Trust and Savings Association, Fiscal Agent for the Agency, in Los Angeles, California or at Coupon No. the option of the holder hereof, at the office of any Paying Agent of the Agency in Los Angeles or San Francisco, California, New York, New York, or Chicago, Illinois, solely out of the funds mentioned in the bond to which this coupon is attached, the sum shown hereon in lawful money of the United $ . . . . States of America, being the semiannual interest then due on its REDEVEL- OPMENT PROJECT ALPHA TAX ALLOCATION BOND, SERIES B, dated August 1, 1980, subject to the provisions on the reverse hereof. No. B....... Secretary of the Anaheim Redevelopment Agency (Reverse of Coupon) If the bond to which this coupon is attached is redeemable and is duly called for redemption on a date prior to the maturity date of this coupon, this coupon will be void. PROVISIONS FOR REDEMPTION If this bond matures on or after August 1, 1991, it is redeemable in the manner and subject to the terms and provisions, and with the effect, set forth in the resolution of the Anaheim Redevelopment Agency referred to on the face of this bond, at the option of said Agency, on August 1, 1990, or on any interest payment date thereafter prior to maturity, upon at least 30 days' prior notice published in a newspaper in The City of Los Angeles, California, and in a financial newspaper or journal of national circulation published in or near The City of New York, New York, and if this bond is registered, upon the mailing of a similar notice to the registered owner hereof, at a redemption price equal to the principal amount thereof plus the following premiums (percentage of par value) if redeemed at the following times: Re de m ption Dates Premium August 1, 1990 and February 1, 1991 ........................... 2% , 7o August 1, 1991 and February 1, 1992 ........................... 2 % August 1, 1992 and February 1, 1993 ........................... 1 1 /2% August 1, 1993 and February 1, 1994 ........................... 1 August 1, 1994 and February 1, 1995 ........................... 1 /270 August 1, 1995 and thereafter .. ............................... 0 PROVISIONS FOR REGISTRATION This bond may be registered in the name of any person as the registered owner hereof either as to principal only or as to both principal and interest, and, if registered in either of said forms may be changed to registration in the other of said forms or discharged from registration. Each registration, transfer after registration, change of form of registration, or discharge from registration of this bond shall be entered by the Fiscal Agent in books kept by it for the purpose and 15 Proof of September 30, 1980 Anaheim Redevelopment — 4670 -6 BOWNE of Los Angeles, Inc. — (213) 742 -6600 noted by it in the registration blank below. Upon registration as to both principal and interest, all unmatured coupons pertaining hereto shall be surrendered to the Fiscal Agent and may be preserved or cancelled in his discretion. So long as this bond is registered no transfer hereof shall be valid for any purpose unless made by the registered owner and entered and noted as herein provided, and the principal hereof and any redemption premium shall be payable only to the registered owner or to his order. Interest on this bond, if registered as to both principal and interest, shall be payable to the person whose name appears upon the registry books as the registered owner hereof at the close of business on the tenth day pre- ceding the interest payment date, or to his order. If this bond is registered as to both principal and interest and its registration is changed to registration as to principal only, or if it is discharged from registration, there shall be attached hereto coupons representing interest hereon to become due there- after to the date of maturity hereof. In lieu thereof, and upon surrender and cancellation hereof, the Fiscal Agent in his discretion may cause to be issued by the Agency in exchange therefor a new bond, with such coupons attached, identical with this bond, except for the previous notations on the registra- tion blank hereon, and except that the signatures on the new bond shall be those of the persons holding the offices at the time of affixing such signatures. The first such issuance of a new bond or new coupons shall be made without charge (except for any tax or other governmental charge), and thereafter any such issuance shall be at the expense of the registered owner. Each discharge hereof from registration shall be effected by an entry on the registry books, and a notation in the blank below, that this bond is payable to bearer, whereupon this bond shall become an unregistered bearer instrument, negotiable by delivery as if it had never been registered. Each request for registration, transfer, change or discharge must be in form satisfactory to the Fiscal Agent and must be made in writing, signed by the registered owner, or by his agent duly authorized in writing, or by the bearer, as the case may be. Date of In Whose Name Manner of Signature of Registration Registered Registration Fiscal Agent Section 27. Temporary Bonds. Any Bonds issued under this resolution may be initially issued in temporary form exchangeable for definitive Bonds. The temporary Bonds may be printed, lithographed or typewritten, shall be of such denominations as may be determined by the Agency, shall be without coupons and may contain such reference to any of the provisions of this resolution as may be appropri- ate. Every temporary Bond shall be executed and sealed by the Agency in substantially the same manner as provided in Section 7 hereof. If the Agency issues temporary Bonds it will execute and furnish definitive Bonds without delay and thereupon the temporary Bonds may 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 the same interest rates and maturities. Until so exchanged, the temporary Bonds shall be entitled to the same benefits under this resolution as definitive Bonds issued hereunder. Section 28. Proceedings Constitute Contract. The provisions of this resolution, of the resolutions providing for the sale of the Bonds and awarding the Bonds and fixing the interest rate thereon, and of any other resolution supplementing or amending this resolution and adopted prior to the issuance of the 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 at law or in equity that is now or may hereafter be authorized under the laws of 16 Proof of September j0, 1980 Anaheim Redevelopment — 4670 -6 BOWNE of Los Angeles, Inc. — (213) 742 -6600 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. 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 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. 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 such default or acquiescence therein. Every substantive right and every remedy conferred upon the bondholders may be enforced and exercised as often as may be deemed expedient. In case any suit, action or proceeding to enforce any right or exercise any remedy shall be brought or taken and should said suit, action or proceeding be abandoned, or be determined adversely to the bondholders, then, and in every such case, the Agency and the bond- holders 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 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 29. 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 and coupons, 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. Bonds or coupons 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 obligations for which the full 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 outstanding 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 provision 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 holder of any such Bonds and coupons, upon surrender thereof, whether or not prior to the maturity or redemption date thereof, of the full amount to which they would be entitled by way of principal, premium, if any, or interest to the 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 publication, in a financial newspaper or journal published in or near The City of New York, New York, of a notice to the holders of such Bonds and coupons that such moneys are available for such payment. Moneys held for payment or redemption in accordance 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 full faith and credit of the United States of America are pledged for the payment of principal and interest, to mature or be withdrawable, as the case may be, not later than the time when needed for 17 Proof of Septembei A 1980 Anaheim Redevelopment — 4670 -6 `BOWNE of Los Angeles, Inc. — (213) 742 -6600 such payment or redemption. Net income earned on such investments may be paid to the Agency or may be used for the payment or redemption of Bonds and to the extent permitted by law may be considered as adequate provision for payment. Section 30. Severability. If any covenant, agreement or provision, or any portion thereof, con- tained 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 resolution and the 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. Section 31. Effective Date. This resolution shall take effect upon adoption. APPROVED AND ADOPTED this 7th. day of O.ctob.er. 1980. Attest: Secretary of the Anaheim Redevelopment Agency (Seal) 18 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) CITY OF ANAHEIM ) I, LINDA D. ROBERTS, Secretary of the Anaheim Redevelopment Agency, do hereby certify that the foregoing Resolution No. ARA80 -34 was passed and adopted at a regular meeting of the Anaheim Redevelopment Agency held on the 7th day of October, 1980, by the following vote of the members thereof: AYES: AGENCY MEMBERS: Overholt, Kaywood, Bay and Seymour NOES: AGENCY MEMBERS: None ABSENT: AGENCY MEMBERS: Roth AND I FURTHER CERTIFY that the Chairman of the Anaheim Redevelopment Agency signed said Resolution on the 7th day of October, 1980. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 7th day of October, 1980. SECRETARY OF THE ANAHE EDEVELOPMENT AGENCY (SEAL)