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ARA1984-001RESOLUTION NO. ARA 84 -1 A RESOLUTION OF THE ANAHEIM REDEVELOPMENT AGENCY AUTHORIZING THE IS- SUANCE OF $64,000,000 TAX ALLOCATION REFUNDING BONDS, SERIES D OF SAID AGENCY TO FINANCE 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 WHEREAS, a redevelopment plan for a redevelopment project known and designated as the "Redevelopment 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 WHEREAS, the Agency has heretofore issued its Redevelopment Project Alpha Tax Allocation Bonds, Series B, in the principal amount of $10,000,000; and WHEREAS, the Agency has heretofore issued its Redevelopment Project Alpha Tax Allocation Bonds, Series C, in the principal amount of $20,000,000; and WHEREAS, the Agency deems it necessary and desirable to refinance a portion of the cost of such development by issuing additional tax allocation bonds in an amount, together with other available moneys of the Agency, which is fully sufficient to redeem on the earliest possible date all of the above listed bonds, and to finance additional development; NOW, THEREFORE, the Anaheim Redevelopment Agency DOES RESOLVE, DETERMINE AND ORDER as follows: SECTION 1. Definitions. As used in this resolution the following terms shall have the following meanings; (a) "Agency" means the Anaheim Redevelopment Agency. (b) "Annual Debt Service" means, for each 12 month period ending August 1, the sum of (1) the interest falling due on the outstanding bonds in such 12 month period, assuming that the outstanding serial bonds are retired as scheduled and that the outstanding term bonds 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) "Bonds" or "bonds" means the Series D Bonds and any parity bonds. (d) "Escrow Agreement" means that certain agreement to be dated as of February 1, 1984 by and between the Agency and Bank of America NT &SA, as escrow agent, which agreement contains the terms and conditions specified in Section 12 hereof. (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 and (except as used in Section 34 hereof) obligations issued by banks for cooperatives, federal land banks, federal intermediate credit banks, federal home loan banks, the .1fM. .;n env places of redemption, the numbers of the Series D Bonds to be redeemed and, in the case of Series D Bonds to be redeemed in part only, the respective portions of the principal amount thereof to be redeemed, and shall also state that on said date there will become due and payable on each of said Series D Bonds the redemption price thereof or of said specified portion of the principal thereof in the case of a Series D Bond to be redeemed in part only, together with interest accrued thereon to the redemption date, and that from and after such redemption date interest thereon shall cease to accrue, and shall require that such Series D Bonds be then surrendered, with a written instrument of transfer duly executed by the registered owner thereof or by his attorney duly authorized in writing. Upon surrender of any Series D Bond redeemed in part only, the Fiscal Agent shall authenticate and deliver to the registered owner thereof, at the expense of the Agency, a new bond or bonds of authorized denominations, and of the same maturity, equal in aggregate principal amount to the unredeemed portion of the Series D Bond surrendered. The actual receipt by the holder of any Series D Bond 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 Series D Bonds as herein provided shall be conclusive as against all parties, and no bondholder whose Series D Bond is called for redemption may 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. When notice of redemption has been given, substantially as provided in this Section 11, and when the amount necessary for the redemption of the Series D Bonds called for redemption (principal and premium) is set aside for that purpose in the Redemption Fund, as provided in Section 10 hereof, the Series D Bonds designated for redemption shall become due and payable on the date fixed for redemption thereof at the place specified in the notice of redemption, such Series D Bonds shall be redeemed and paid at said redemption price out of the Redemption Fund, and no interest will accrue on such Series D Bonds called for redemption after the redemption date specified in such notice, and the holders of said Series D Bonds so called for redemption after such redemption date shall look for the payment of such Series D Bonds and the premium thereon only to the Redemption Fund. All Series D Bonds redeemed shall forthwith be cancelled by the Fiscal Agent and shall not be reissued. SECTION 12. Disposition of Series D Bond Proceeds; Escrow Fund. The proceeds from the sale of the Series D Bonds shall be deposited as follows: (a) In the Interest Account, established in the Special Fund pursuant to Section 16 hereof, any premium and accrued interest received upon the sale of the Series D Bonds. (b) In the Reserve Account, established in the Special Fund pursuant to Section 16 hereof, the amount, if any, necessary to raise the balance therein to an amount equal to maximum annual debt service on the Series D Bonds. (c) In the Redevelopment Project Alpha Series A, Series B and Series C Bonds Escrow Fund (the "Escrow Fund ") an amount which, together with any moneys transferred thereto from the Redevelop- ment Project Alpha Special Fund for said Series A, Series B and Series C Bonds, plus investment income on all such moneys, shall be sufficient to defease the Series A, Series B and Series C Bonds. (d) In the Redevelopment Project Alpha Redevelopment Fund held by the Agency, the balance of the proceeds, if any. The Chairman of the Agency is hereby authorized and directed on behalf of the Agency to execute and deliver an Escrow Agreement establishing the Escrow Fund, which Escrow Agreement shall be consistent with this resolution. Except for incidental expenses and as is necessary to fulfill its purposes, the Escrow Fund shall be used only to defease the Series A, Series B, and Series C Bonds, and to that end shall be invested only in eligible Federal Securities in such amounts and maturities which together with the investment earnings therefrom and any uninvested cash will be sufficient for said defeasance. The Escrow such other funds or accounts as may be necessary to defease and retire the Series A, Series B, and Series C Bonds on the earliest possible date for said Series A, Series B, and Series C Bonds, which Series A, Series B, and Series C Bonds shall be and hereby are ordered to be so redeemed and retired. Any money remaining in the Escrow Fund after the accomplishment of the purposes set out herein, shall be set aside and transferred to the Special Fund established pursuant to Section 14 hereof. SECTION 13. Redevelopment 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) 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. (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 expenditures for replacement housing pursuant to Sections 33334.2 and 33413 of the Law to the extent permitted by law; and (c) The necessary expenses in connection with the issuance and sale of the Series D Bonds. If any sum remains in the Redevelopment Fund after the full accomplishment of the objects and purposes for which the Series D Bonds were issued, said sum shall be transferred to the Special Fund. SECTION 14. Pledge of Tax Revenues; Special Fund. All the Pledged Tax Revenues and all money in the funds and accounts provided for in this section and Section 16 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 money shall not be used in any manner other than those specified in this Resolution 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 "Redevelopment Project Alpha Special Fund" (hereinafter called the "Special Fund "), which fund is hereby continued and which fund the Agency hereby covenants and agrees to maintain with the Fiscal Agent as trustee so long as any bonds shall be outstanding 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 34. SECTION 15. Receipt and Deposit of Tax Revenues. The Agency covenants and agrees that all 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 specifically provided in Section 16(4) or otherwise in this Resolution. 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 16. Establishment and Maintenance of Accounts for Use of Money in the Special Fund. All money in the Special Fund shall be set aside by the Fiscal Agent in the following respective special 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 maintained), in the following order of priority. (1) Interest Account, nent. succ �irm< dI be (REVERSE OF BOND) PROVISIONS FOR REDEMPTION If this bond matures on or after August 1, 1995, 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, 1994, or on any interest payment date thereafter prior to maturity, upon at least 30 days' prior 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: Redemption Redemption Dates Premium August 1, 1994 and February 1, 1995 ............................. ............................... 2 % August 1, 1995 and February 1, 1996 ............................. ............................... 1' /z August 1, 1996 and February 1, 1997 ............................. ............................... 1 August 1, 1997 and February 1, 1998 ............................. ............................... '/z August 1, 1998 and thereafter .......................................... ............................... 0 SECTION 32. Proceedings Constitute Contract. The provisions of this resolution, of the resolutions providing for the sale of the Series D Bonds and awarding the Series D 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 Series D Bonds, 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 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 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 D 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 33. 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 and may contain such reference to any of the provisions of this resolution as may be appropriate. Every temporary bond shall be executed and sealed by the Agency and its agents in substantially the same manner as provided in Section 7 __ _ . I_ ,. __.nt A 4r- -...., A-4An7f:vn h—Ai mithnnt APIAV And Until so exchanged, the temporary bonds shall be entitled to the same benefits under this resolution as definitive bonds issued hereunder. SECTION 34. 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 (except provision for payment pursuant to an insurance policy guaranteeing payment of principal and interest on the bonds), then the pledge of the Pledged Tax Revenues and all other rights granted hereby, shall thereupon cease, terminate and become void and be discharged and satisfied. Bonds for the payment and discharge of which upon maturity, or upon redemption prior to maturity, provision (except provision pursuant to an insurance policy guaranteeing payment of principal and interest on the bonds) 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 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, 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 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 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 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 35. 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 resolution and the Series D 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. 17 SECTION 36. Effective Date. This resolution shall take effect upon adoption. ADOPTED AND APPROVED thelDlay of January 1984. Chairman of the Anaheim Redevelopment Agency Attest: Secretary of the Anaheim Redevelopment Agency 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. ARA84 -1 was passed and adopted at a regular meeting of the Anaheim Redevelopment Agency held on the 10th day of January, 1984, by the following vote of the members thereof: AYES: AGENCY MEMBERS: Kaywood, Bay, Overholt, Pickler and Roth NOES: AGENCY MEMBERS: None ABSENT: AGENCY MEMBERS: None AND I FURTHER CERTIFY that the Chairman of the Anaheim Redevelopment Agency signed said Resolution on the 10th day of January, 1984. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 10th day of January, 1984. SECRETARY OF THE ANAHEIM REDEVELOPMENT AGENCY (SEAL)