HomeMy WebLinkAboutPCDC Resolution 88-15 10/24/1988 ~'1
F
RESOLUTION N0. ~
RESOLUTION .OF THE PETALUMA COMMUNITY DE~IELOPMENT GOMMISSIO.N
AUTHORIZ~~TNG, TH_E .ISSUANCE OF 'AN AGGREGATE PRINCIPAL
.AMOUNT `E,QUAL `T0 $4,195,000 OF TAX RLLOCATLON NOTES
OF SATD AGENCY TO FLNANGE A PORTION OF THE COST
OF A REDEVELOPMENT PROJECT KNOWN AS
PETALUMA COMMUN:I'TY DEVELOPMENT PROJECT
` RESOLUTION NO. y ~ ~ ~
RESOLUTION OF THE PETALUMA COMMUNITY bEVELOPME;NT COMMISSION
AUTHORIZLNG THE ISSUANCE OF AN AGGREGATE'PRLNCIPAL
AMOUNT EQUAL TO $4,,195,000 OF TAX ALLOCATION NOTES
OF SAID AGENCY TO FINANCE A PORTION OF THE COST
OF A REDEU.ELOPMENT PROJECT KNOWN AS'
PETALUMA COMMUNITY DEVELOPMENT PROJECT
TABLE OF CONTENTS
Page
Section 1. Definitions
Section 2. Amount,, Issuance and Purpose of Notes.'
Section 3. Nature of Notes
Section 4. Des;eripto~n of Notes
Section 5. Interest
Section 6. Place of Payment.........
Section 7. Form of Nodes
Section 8. Execution of Notes
Section 9. Type of No e, Registration and Exchange
Section 10. No'fie Regi der
Section 11. Call and Redemption of Notes Prior to
Maturity
Section 12. Funds
Section 1.3. Sale of Note Disposition of Node Proceeds;
Redevelopment Fund
Section 14. Tax R'evenues
Section 15. Special Fund
(a) Note Interest Account
(:b) Surplus
Section 16. Deposit and Investment of Moneys in Funds...........
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Section :17. Covenant Regarding Indebtedne!ss........
Sect:-ion 18. Covenants o,f' the Commission.
Covenant 1. Complete .Redevelopment. Project,;
. Amendment to Redevelopment Plan....,..
Covenant 2. Special Covenant Relating to
Public Purpose.
Covenant 3. Use of Pro:ceeds• Management and
• "Operat;Yon of :Propert;es.......
Covenant .4. No Priority
Covenant 5. Punctual Payment
Covenant 6. Pagmemt of Taxes and Other Cha`rges.....
Cow'enant 7. Books and Accou ts; Financial
St'aaements
Covenant 8. Eminent Domain Proceeding
Covenant 9. Disposition of Propert:y......:..:.....:.
Covenant 10. Pr-ot,ect;ion.of Security and Righ s
o~f~ Noteholders
Covenant 11. Extension.. of Notes
Covenant Z2. File St;atemen€s of Indeb.tednes~s:.........
Covenant 13. In Lieu Taxes by Commiss'ion............
Covenant 14. Pag and Redeem the Not°es.
Covenant 15. Further. Ass•urances
Section 19. Taxa:ti.on of Leased Pro.perty._........_
Section 20. Trustee and Trustees
Section 2`l. Lo t, Stolen, Destroyed or Mutilated Note
Section 22. Ca`nee lation of Notes
Section 23.. Amendments
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Page
- A. Galling,rNo~teholders' Meeting,..
ti:
B. Notice°o~f"'.Meeting...:
C. Voting Qualifications
D. Issuer=Owned. Notes.
E. Quorum and Perocedure
E. Vote Requ°i red..........
Section 24. Proceedings Constitute C;ontr°act; Events of
" Default and Remedies of Noteholde:rs
A. Events o`f Default.
S. Certain Remedies of Noteholders
C. Non-Waiver
D. Actions by 'Trustee as
Atto.rney-in-Fact
E.. General.
Secto"n 25. CUSIP Numbers;..
Section 26. Severability
Section 27. Parties Interested Her.ein:........
Section 28. Effective Date
Exhibit A Form of Note
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•PETO.0005.-13/'029"9P/dc
10./''1.9/88 0430
RESOLUTION NO. V ~ ®O ~ ~y
RESOLUT'LON OF THE BETALUMA COMMUNITY DEVELOPMENT COMMI;S'SION
AUTHOR-IZING THE,',ISSUANCE OF A'N AGGREGATE `PRINC:IPAL
AMOUNT 'EQUAL TO $4,,,195,00?,0 OF TAX ALLOCAT:TON NQ:TES
OF SAID .AGENCY TO FTNANCE'A PORTION OF'THE .COST
r
OF A REDEVELOPMENT P:ROJECT KNOWN AS
PETALUMA COMMUNITY'DEVELOPMENT F~RO'JEGT'
WHEREAS, the Petaluma C'ommnnity Development Commission (the
"Commission") , is a redevelopment agency (a puba,c: body, ~ corp,o'rate
and po.ltc.) duly created, established and authorized to transact .
business a_nd exercise t,s powers, a-11 under and pursuant ao the
Community Redevelopment Law (:Pa;rt 1 of Division 24 (commencing with
Section 33'000) of the Health and Safety Code. of the State of
.Califo.rn:a) (t-he "Law") and the powers of the. Comm-isson include the
powei to issue no`t°es or other evidences ofindebtedness for any of
its. corporate purposes; and
WHEREAS,, the Redeyelo.pment Plan: fo:r a redevelopment projec known
and de's:igna'~ted as the "Petaluma Community Development Project" has
been adopted and approved by 0r.d,riance :No. 17.2.5 N.C.S.. of the Ciay
of 'Pe~ta,luma, which became effective on Augu's't 17, 1988', and ,all
requirements of l,aw fo:r and precedent to the: adoption and: appr:ow°a.l
of th'e -Redevelopment Plan ha;~:e been duly complied with-; :and
WHEREAS, for the ~corpo:rate puxpo;ses of the Commission to a%d i:n the
financing of a portion of the cost o;f 'said Redev'elo:pmerit Project;,
the Comms`sio:n deems it necessary to issue at this time an ag,g'rega-te
prnc~i,pal amount equal to $4,1:95,,000 of tax allocation notes (the
"Notes':) to provide. funds to f ;nance a portion o.f the cost of the
Redevelopment Project; and.
WHEREA'S', t°•-he, Commasio has a.uth:o.rzed t_he sale o,f said Notes by
nego i.ated sa a in accord•anee with the' Law and as permitted by
Governmem.t Code Section 5903(b); and
'WHER_EAS, the Government Code Section. 5'900, e_t ,sec,., authorize state
and local g.overnments., including any' city, cou ty, au~t,hority,
agency, board or o her public" en~t'i.ty, to issue notes o-r other
ev.deriees of indebtedness which bea'°r in crest subject to federal
income taxation and declares that., it i;s the intent of the.
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Leg;islatu;re that such; s ate and. local go.ve.rnments be provided with
the power and f.lexbilit~.y necessary and app~rop:r-ate t,o market ~ and
sell such- .notes or other forms O,f: indebtedness;. and'
WHEREAS,, ,the C.:ty ;Counc..l hays determined that the nte`r=est payable
on the Notes o b:e issued by €h•e Co,mmis,s;,on w: l be' subject to
federal income taxation under` the law in existence on the date of
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issuance or pending o:n the date o;f ;nuance with an effective date
preceding the date of issu°ance pursuant _ to Government Code
Section 5903, all. as further pravi~ded' i;:n this Resolut,io,n; and
WHEREAS, the Commission ha -made certa.n findings and hereby
declares that the ability of the Commission to is"sue the Notes for
the p;urpo~se 'of financi,rig public improvements and other projects and
programs "wh'ch serve important public purposes will be f-urthered by
the isauance of notes bearing interest subject to federal income
taxation :and that the issuance of-. the Notes will afford greater
flexibility to the Commission in the use of the proceeds from the
sale of tfie Notes to accomplish the financing and implementation of
such public _mprgvements and. projects and programs in accordance
with the Redeye opment Plan and as per it te'd under the Law; and
WHEREAS, the pur.poses~sta'ted above w-11 be accomplished by issuing
at this time such an ag'greg'ate pr,incpa`1 amount equal to $`4, 19.5, 000
of t.ax al;locat-ion no es pursuant to this Reso.luti-on providing for
the issuance of "Petal'uma Community Developmena Commission, Pe aluma
Community Development Pr.oj°ect, 1988 Tax Allocation Notes," t-he
proceeds of which will be used to implement the Redevelopment
Project..
NOW, THEREFORE, BE IT RESOLVED., BY THE PETALUMA COMMUNITY
DEVELOPMENT'COMMISSTON.AS FOLZOWS:
Section 1. Defini°t:ions. As used in this Resolutign, the
following terms shaa.l have the following meanings, unless the
.context otherwise requires:
"C.ity" means the City of Petaluma, Califo"rnia.
"Commission Loan Funds:': me;arrs all revenues of the Commi sign derived
from loans from the. .Commis ":ion pursuant to Section 336.2.0, et s.eq..,
of the .Law, as provided in an a~ppropria e~ resolution of the
Commission adopted on October 24, 1988.
"Commission".means the Petalum"a Community Development Commission.
"Fisc_al Year" meatus the :year period beginning Juiy 1st and end'i.ng on
the next following June 3Dth.
"Gover:nmen;t Ob i;g;ations" means: .
1.. Dir;.e.ea a'nd general obligations of the United. Sta es of
Ame`.ri-ca, or those wkiich are unconditionally guaranteed as
to p.rinc;pal an'd interest by the same..
Al~s`o perminted are evidences o:f owner"ship of proportionate
inte°rests in future interest and pr"incpal payments of the
direct and general obligation of the: United States of
Amer-ica. Investments in such p:ropo'r'tionate interests must
be limited to circumstances wherein (a) a bank or trust
company acts as custodian and holds the underlying United
State obligations; (b) the owner of the investment is the
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real party, in interest an'd has t'he right tb proceed
direct, y and i~ndvi,dua.lly again°st the obaigo~r of t:he
underlying. Unwed S! ,at`es obligations; and (c,) the
underlying United States ob1'igat.ions are he d in a s°'pecial
account. separate, from the custodian's general assets, and'
are now av°a~i-labl,e to satisfy any claim' of the custodian,
any~.person cl.aimin,g. throug:fi the cu~st.odian, or any person to
whom 'the cu todian ,may be obl;.ga`ted.
2, Pre-refunded munic':ip_al obl::gat:ons meeting the folTowi.ng
candt;io'ns
(a) the munic;paa obligat_ons a~re_ not to be ca1;T;a'b~le
:prig°r to ma`turia.y' o;r the tr,u'stee h°a been gi';ven
i-rrevocab`le i s.tructi.o'ns concer"n~ing their :caLli,ng
and- redemption and the issuer of th'e municipal
oblg'atio=ns has ~r~r'e~oc^a bag covenant.e'd 'no't to
redeem such ob gatons exeep~t as_ p:rovded in
such inst.ructi~ons:.;
(gib,). the munc',p;aa obl:9at;i,pns ar.e secu;r`ed, by e:ash or
direct and g'ener°a1 obligations of the United
S'tatea of Ame~rc:a or obh,gato'ns u•n.cond'itona,lly
guaranteed as to p;`r=incipa.l a`nd i;ntere t by the
same he "United S°tates Obligations") , which may
be applied ~ o'nly to interest=, principal and
premium payments of such munic,p°aa obligat,ions';
(c) the prine~ipal of and interest on the United
States Ob~liga ions .(`plus any ca;s;h in th'e f;und,)
are.. sufficient to mee the l,ab'ilit°es o;f t-he
municipal obligations;
(d) theUnited States Obl:g~atons serving a. security
fo`r the munci;pa,l obligations. are held by an.
esc~ro.w agent o;r trust,ee; and
{:e) the United States Obligations are; not available
to satisfy any oth°e'r c1a=i°ms, including those
. agai°ns~t the tr;,u`s.teeor escrow agent.
"Independent 'Financial Co:nsult.a'n't," "Independent En'g,neer,"
"Independent Cer-tified Publ.e Accountant" o:r' ''Independent
Redevelopment -Cons;u;l~t-ant" means any individual or firm, engaged ~,n
the pro£es~siori involved; a.pp.ointed by fhe Commission.;: :.and w;ho., o.r'
each .~of whom,: has °a favo~rab;le reputation in the field in which h,s
opinion or certificate "w11. be ,given„ and.:
(,1 pis in fac=t independent and not 'un'der domination of the
Commission; and
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(2) does not have any substant-al iri'te~re,st., drec4t or
indirect, with the C'ommissio~n; and
P a g.e 3 o.f ,3:6 ~
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(3j is not connected with the Commission as an officer or •
emp;loyee of the• Commission, bu who may be regularly
retained to make reports to the Commission..
Whenever it is herein providedthat any independent pe:rson's report
or certificate shall be furnished to the Trustee, such. person shall
be appointed by certificate executed by an authorized officer of the
Commission a`nd such. eert.i,ficate shat state that such authorized
officer ha read this definition and that such person or firm so
appointed by the Commission is independent within the meaning
thereof. •
"Junior Lien Obligations" means any junior lien obligations issued
as permitted by Section '17 a'nd Covenant 10 of Section 18, and shall
include, without limitation, notes, interim certificates, debentures
or other obl'i:gations .
"Law" means ,the Commun'i'ty Redevelopment Law of the State of
California as cited in the recitals hereof.
"Maximum Annual Debt Service" means the large t of the sums obtained
for any .Note Year af~t.e;r the computation i.s made, by totaling the
following for each such:Not.e Year:
. (1) The~prncipal amours of all Notes payable in such
Note Ye a"r ; and
{.2) The interest which would be due during such
Fiscal Year on the aggregate principaa amount of Notes which
would be outstanding in such Note Year :f" the Notes outstanding
on the date of such computation were to mature or be redeemed in
accordance with the maturity schedule 'o'r schedules for the Notes.
"Note" or "Notes" mean the aggrega e principal amount equal to
$4,195,000 of "Petaluma _Community Deve o'pment Commission, Petaluma
Community Development Project, 1988 Tax Allocation Notes,"
authorized by this Re':solution.
"Noteholder" or "Holder of Notes," o.r any similar term, means any
person who sha1,1 be the registered owner or his duly authorized
attorney, trustee, rep~r_esentative or assign o`f any outstanding Note
which shall a•t the. time be registered. For the purpose of
Noteho.der;s' voting rights or consen ,s, Notes owned ,by or held for
the account, of the Commission, or the City, directly or indirectly,
shall no.t .be co:uri:ted.
"Note Year" •mea~ns the period from November.2 and ending on
November l f'or each year during which the Notes are outstanding,
except for the. f;ir.saNote Year which shall begin on November 1, 1988
and end on November 1, 1.989.
"Opinion of Counse<1"` means a written opinion of an attorney or firm
of att"o°rneys o=f favorable reputation in the field.. of municipal bond
law: Any op:nioh of such, counsel may Yie based upon, insofar as it
related to f;actua, matters, informationwhich is in the possession
Page 4 of 36 ~
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o•f the Commission as shown- .by a certf.ica'te or opinion of, or
representation by, an officer•or offcera of the Commssi.on,. unless
such counsel knows., or i°~n th`e exerc~:is:e o:f. reasonable .care shouad
h°ave known, that the cert.ifcat-e or opinion or repr,e~'sentation with:
respect to -the ;matters upon which h°is opinion may be based, as
aforesa-i;d, is erroneous. •
"Original Purcha er" means the first pu•rcha er o'f t°he No'tes from the
Commission. ~ -
"Outstanding°" means, when used" as of any pa,rti:c,u,la;r ti",me with
reference to Notes , sub ~ ect to the, '
prodi ions of Sec~t•ion 23 (:D) , al l
- Notes the~retofor.e issued and authenticated under this Resolution
except:
(°a) Notes the.r.etofo-re cancelled by the Trustee, or- sur-r:ende:red ,
• to the Trustee for cancel.la"t°ion; .
(b) Notes p°aid or deemed' to. have been paid;.. arid'
(c) Notes :n .ieu of or in subsatu:ti.on f:oir which other Notes
shall have been - authorized, executed; issued and
authenticated pursuant to this Resolut;on..
Sole ,y for the -
purpose of No eo:wners' voting r:.gh.ts or consents or
a•ct.ons by or o,n beha:lf of Noaeowners holding a specf`i.ed percen~ta~;g'e
of the Notes Ou~ts,tandng, Notes owned by or -held f;or the acco.un.t o'f
the Commiss,i;on. o'r the City,. directly o'r indi-r'ectly;, .shall. not be.
counted as Outstanding.
"Permitted. Lnves~tments" means those investments authorized by
Section 336-.0.3. of the L:aw and Section 536`OU, et se , of the
California Go.v;ernment. Code, i,nc,luding; bu.t not limited to t-he
f o l lo.w;ng : •
{1) Un ed Stages T'rea!sury rro es, b1;I;s or cent':fea°t es of
indebtedness, o~r ob'ligat~ians for which the faith a`nd c~red-t of ttie
United "State o;f Amexic;a are pledged for the payment o;f pr:i,nc:ipa.l
and i-nterest (;nc,l;udng . o.bl.,,gatons issued, or held i.;n bo.ok-entry
form. on the books of t`he De'partmerit of the Treasury of the United
States of Ame,rca~ and, if .they become legal investmen s under the
1•aws off the. St`a-te of Calfor;nia for moneys held under the
Resolution, securities which ;re,pr,esent an undivided in.te7e t i;n sue`h
d"irec oblgat~bns) , and a'ls,o any secu;r-itss now or hereafter
authorized, both the principal of and interest on which is.
gu-arantee.d directly by the full faith and credit: of the United
State's of Ame'r`ica;
(2) Notes,, consol;idat'ed note collateral trust
debenture or othe-r obligat°i,oris issued by federal land banks or
fede:~ra,l inter-mediatecredit 'banks est-ab:l~s~hed unde':r the Federal Farm
Loan .Act, as amended:; debentures arid -cons:olid'a.ted debent•urres issued
by the Cent,;ral Bank for Cooperatives a:nd' banks for. •coope:r,a•tives
est~abl:s`hed under 'the Farm .Credit Act, of 1.933, as amended; riot:es or
debentures oaf the Federal :H'ome Loan Bank :BO:ard est;abl~shed under the
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Federal Home- Loan: Bank Act and notes- of any federal home loan bank
established under said Aca; notes, debentures, parti-c,pa ion
certificates or other obligations of the Government National
Mortgage Association or the Federal National Mortgage Association
established under the National Housing Act, as amend"ed and also any
- securities now or hereafter authorized, both the principal of -and
irate:rest"on which. is guaranteed indirectly by the full faith an_d
credit of the United States of America;
(3) Time certi.f'icates of deposit. or negotiable
certificates of deposit issued by a tate o.;r national y chartered
bunk or trust compa y o:r a state or national savings and loan
associa`t;ion provided that such certificates of deposit shall be
(i) cont;nuously and ful,iy insured by t"she Fe'de;ral Deposit Insurance
Corporation of the Federal Savings and Loan Insurance Corporation ar
(ii) issued by any ,bank or. ru t company organ;zed under • the 1>aws of
any state of the United. States, or any nat:io"na,l banking association
having e combined capital and surplus of at least $100,000,000, and.
such certificates sh"all ha e maturities o'f si`x months or less, and
that. have an "A" or better- rating by. Moody's Investors Service and
by Stand,ar-d and Poor' Corporation or (,iii) continuously .and, , fula`y
secured by such securities as are described in clauses (1) or (2,)
above, which securities shall have a market value (exc'1°usve o`f
accrrued interest) at all times at least equal to the principal
;y•:amount of such certificates of deposit.;
(4) Any repurchase agreement wi h any bank or trust
-:company organized under the laws of any state of the United States
(including the Trustee,) or any national banking association or
government bond dealer reporting to, trading with and recognized as
;,.a primary dealer by the• Federal Reserve Bank of New York, which
agreement is secured by a_ny' one or mo-re, of the securities de cribed
in clauses (1) o'r (2) above, provided the underlying securities a:re
required by the repurchase agreement to~be held by any such bank,
trust .company or pr`ima'ry ,dealer- having a combined capital. and .
surplus of at least .$'100,0.00, 000 and being .independena of the issuer
of such r.epurehase agreement, and provided the securities are
continuously maintained -at a market value of not less than the
amount so invested;
(5) Commercial, paper of "prime" quality o'f the highest
ranking or of the .fiighest letter and. numer°i;cal ra;tin:g as provdefl by
Moody's Investors Service and St.anda:rd and Poor's Corporation, which
commercial pa'pe'r' is limited to swing corporations thaw a_re
organized :and operating within the. United State of America .and that
have total asset in excess of $SOO,OOD,0,00 and that have an ."A" or
higher rating for the :i'ssuer's debentures, or other than commercial
pager, as provided by Moody's Investors Service and Standard and
Poo~r's. Cor,p.orat.on;; provided that purchases of eligible commercial
. paper may .not exceed' 18'0 days' maturity nor represent more t:han~ ten
percent (10%) of the outstanding commercial paper of an, issuer
corporation;
(6) Notes, w-arrants or other evidence of indebtedness of
the °State of Cali°fornia or of any poli-tical swbdivision or public
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agency °ther:eof which are rated in one o:f the two highest short-team
or 1on.g-term rating categore by Moody':'s Investor;5 Service and
Sta'ndar;d and` Poor's Corporation,;.
_
(7) Taxable government money market port+f'olios restricted
to oblgat,oms with maturt°i es of one year o-r 1es, ; issued or
g,ua°ranteed as. to the payment of principal and interest 'by t'Yie fu'11
faith and credit of the United States of America;
('8') Banker" s acceptance
. ('9;)! St~a'te o~f Caaf;o;rna Local. Agency Investment Fund;; a`rid
(i0) 'Such other inst°ruments ass mag be au;t.horzed by s~ atute.
'''Re`developmen:t Fund"means the "Petaluma Community Deve;lopme_na
Commissio_n;; Peta.l.uma Commun.t,y Devel,o-pment Project, Redeve'lopmen,t
Fund", created by this Resolution.
"Redevelopment P'lan'" means th_e "'Redev"eao.pment Plan f.o:r' ;the Petaluma
Community D.e,velopment P~r.o"ject,'' approved and ado.,pted by the City by
Ordinance No, .1,7'25. N,C,S. , and- includes any ame'n'dment `ther-:eo~f
heretofore or hereafter made p,urs~uan,t to Law.
"Redeye opmen:t Project" means the Petaluma Community Development
Project.
"'Redevelopment Project Area"' means the: ~proj'ect area described an;d
defined- in ,the Redevelopment' P1a:n.
"Reser:ve R'equ=cement" means,, with respect to the Notes, an amount
equal t'o the Max-mum Annual Debt 'Service.
"Spe;c~ia<1 Fund"' means t'he °"Petaluma Community Deve.Topment C'ommisson,.
Peta um'a Community Development P'rajhect, S"peca 'Fund:.;" created by
this Re o•lution:
"St;a"te" means the State of Ca ifor"na.
"TaX Revenues" means;,. as ;pray'ded n the R~edevelopmena Plan pursuant
to Article 6 o~f Gha-pter 6 of the Law a-nd Sectio"n 1;6 of Artic"I:e~ XVI
of the. Consttu.t:on of .the State o.f Ca.lforn,a, (i.)• that portion of
taxes 1~ev;.ed- upon taxable p.,r'operty in the R'edewelopmen Project Arse°a
each year by o.r .for' the benefit o.f the. State of C'aaifo~r;nia; any
city,, cou,nt:y, city an`d cou~mty, d'_s't;rct, or other pubasc c;orpo°ration .
(herei`n sometimes collectively ca°laed " tax'mg agencies`") on or aft°er
August 1.7, 19=88, abe.ing the .e;ffect;ve date of t`he ordinane:e: approving
the ;Redevelopmen;t P'la`n (;b:ei.ng Ordinance No. 1'725 N;.C.S: of the City
of `Petal_uma) which a,re in, exc;e s o-f the taxes which would be
"p;rodueed by the tax rate upon. which the tax is levied each y,e;ar by
or fo:r. each of the taxing agencies upon the assessed value ~of t°he
taxa'b1e p•r•ope:rty in the Redevelopment Project Area as shown; upon the:
assessment roll used in connection with the tax~a~ti:on o`f suc'h
pro.pe,rty ,by such. •taxng agency Last equalized prior, to the adop-tio>n
of the p;re;l~imn`ar,y redevelopment plan f`or the Pe;.t:aluma Community .
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Development Project, such base year assessment roll being -the.
asses°sme .t roll for 1:987-198'8 as agreed to and certified by the
County (the "Base Year Assessment Roll") shall be aTlocat[ed to and
when co`llec ed ha•11 be paid into the funds of the respective taxing
agence as taxes by or for the taxing a,genc'ies on all other
property are pa°i d'„ and' uch exce s amount shall be deposited to the
Special Fund.. of the Commission, together with (-i_i) such payments,
subventions and reimbursements, if any,. to the Commission
specif~ic'ally attributable to , ad valorem property taxes which are not
otherw-se received by the Commi sign 'by virtue of certain ,exemptions
from ad valorem ,p;rope,rty taxation as provided by the applicab e laws
of the State and the .City and Commission Loan Funds, less (ii:i) the
exclusions and the l:imt~aaio'ns as to the receipt of tax increment
revenues as set forth in Ord-finance N.o. 1725 N.C.,S., less
(iv) certain tax increment. revenues to be deducted and which are
otherwise .not available to the Commission pursuant to those certain..
agreements entered into under Section 3:;34'01 of the Law and also,
less (v) those amounts required to be deposited in the Low and
Moderate Income. Housing Fund pursuant to Section 3333.4:.6 of t"he
Law.
"T:reasurer" • or "'Tre,asurer of the Commission" .means the F'inan~ae
D:;reetor of the 'C'ity who is then performing functions of Treasurer
of'.: the. Commission.
"Trus'tee" ;means Bank of America Nati-ona;l Trust and Savings
• Association., the trustee, regis°trar and paying agent appoint<ed by'
the Commissi-on to serve as trustee pursuant to Section 20 thereof,
its successors 'and a``=signs., and any ocher corporation or assoca't:on
which may a"t any time be substituted in its place, as prodded in
this Resolution.
Section 2. Amoun Iss~u,ance and Pu'rpos:e of Notes. Under and
purs~.rant to the Law and as p.ermit;ted by Government. Code
S"ecton .5.900, e_a and under and pursuant to this Resolution,
Notes of the Commission in an aggrega,t~e principal amount equal to
$4,1'95,0.00 shall be issued by the ~Commis_s:ion for the corporate
purposes o`f "the Commission aiding in the financing of the
Redevelopment Project Fy provid"irig funds to f'inanc:e a po-rtion of the
" cost of `the Redevelopment Project, all of which constitute a
''r'ede~'el:opment activity" as such term s~ defined in. Heal-th and
Safety Code-Section 3.:367'8; and such issue of Notes is hereby c.rea~t'ed.
Section ~3;. Natu-re of Notes. The No es shall be and are special
obligations of the Commission and are secured by an irrev'ocabie
pledge of, and, are payable as to princ'ipa~.l thereof and in crest
thereon fr:om Ta•x Revenues and other funds as her-einafter provided.
The Notes and'. interest thereon are not. a ,debt of thee. City of
Petaluma, the Statt;e of California' or any of .its political
subdivisions, and neither said City, said State nor any of its
political subd-ivaions is Tiable therefor, riot in any event sha„11
the .Notes and the inte•re 't thereon be payable out of any funds or
properti:e other than those of the Commission as set forth in this
Resolution., The Notes do not constitute. an ,ndebtednes within the
:meani;ng of any constitutional or statutory debt limitation or
„r Page 8 of 36
p
restriction. Neither the: :members of the Commiasion nar any persons
executing the Notes are liable personally on the Note';s by reason o'f
their-: issuance. '
The Notes sha1,1 be and• are equally secu-re'd by an -irrev.ocabae pledge
of the Tax Revenues and other funds. :as~ hereinaft,e;r provi-ded,, witho,u;t
priority . f;or number, date of s=aae, date of execution or da.te~ of
>del.ivery, except ;as expressly pr:o ided' herein.
. The val;-ditty of the Notes ;is n'o't and ;hall not be dependent upon:
(i) the comp;l.e.t:ion of the Redeveaoprrient -Project •or an.y part thereof,
or (ii::) the performance by anyone of the;-ir obliigat-ian' relative to
the Redevelopment Project., or (iii:). the pro"--per e'xp.endit`u.res of t°he
proceeds of the Note .
Nothing in th,.s Res:o;lut,on s!h'aa-1 pr'ecl;ude: ('a) the payment o£ the
Notes from 'the proceeds of refunding notes issued pu,rsuant~ t:o law,.
or (b) t-he payment. o!f the Notes from any legally av'ailabLe funds.
Nothing in this Res~o..lut:-i.on shal•,1 prevent the CommiSS;on from. making
advances o'£ i °s own funds how~s~oever° derived to a•ny of the uses and
purpose 'men`tio"ned in this Re°solu'`tiori:
If the Comm'iss:on s~ha.ll pay or cause to be paid, or shall have made '
p:rovi ion to _ pay upon mater:;.ty to °the Ho ders~ oaf the N9:tes, the
principal o-f and n~ter:est to become dine ther-eon, thr:oug,h 5etti;ng
aside trust funds oY sett'img apart in a reserve fund, o•r spec,a,
trust account cr,eat:ed, pu°rsuant to this Re olut.o°n. or o,the_rwis.e, or
through ~t"h°e ir.r:"e~~oc;able segre;ga~t~ori for that pu,r,po~se in come other
fund ar txust~ acco,un;t with a agent or otherwise, cash ful y nsur:ed'.
by ,the Fed`er`al Deposit `Ins~ur.a~nce Corporation and/or G.ove:rnment
Obligations which a;re, noncallable sufficient (i_n t'he~ op:rron o;f an
Independent Certified ;Pub~li;c Ac'countt-;ant delivered to t'h`e T:rustee')
therefor; including, but. not limited to', nteres±t earned, or t.o be
earned on G'overnmen:t Oblg'attons, then the .lien oaf this; Resolution,
inc~l.ud.ng,, without': .l,i-mi;t;ation•,, `the pledge o;f t`he, T•aax Rewe`nues, and
" all other r;ig<ht,s granted hereby, sha',11 thereupon cease, termina°te
and became void' and be disch"arged ana satisfied, and, the prneipal"
of and i,nte•rest qn the „No:te~s' shall no longer be- deemed to be
- outstanding and unpaid; pr,ovided,, hove er th'a.t paymen a oaf t'he
principal, o~f or interest on t'he Notes sha1.1 not be deemed to have
been. pa';d,. c;au~sed to. be paid or p~rovide:d f-'o;r by. °t-he Commis~s•ion, and
s~h~all remain dine and ow:"ng for purposes of this Re olu~aion until.
paid in a~c.c'ord:anc.e with 'the terms ;hereo;f.; prov.de'd f.urther,° that
not°hin,g' in this Resolution shad r,eq"uir;e; the deposia of more than
such Goveyrnmenf Ob1,;ga'tons as may° be suffcdent, t;aki•ng in°to
account bo;.th the princ:i~pal amount.. of such. Government Ob,lig,atio;ns; a'nd
the interest -to become due' thereon, to implement any refunding of
the `Notes.... In such. event, the Trustee shall .caus;e; an; :accoun't,rig for
such. period, or perio~ds~ ,a s'ha11. be req:ue,s°ted 6g~ the Commission t.o be
pr-epare:d and' filed; w"th the C'ommis,s.~on„~ :and t_he Tr;,u'stee, upon. the
req;ues~t of the :Comm;s.si,on, and. of°ter the payment of all unp'a;id, fees
and expenses of th:e Trustee, shall rel.e°ase the rights of the
Note`holder.s; under t,h~is' Resolution andexecute and, deliver to the
Commis's~ion a l such ms~t:ruments as may ~be~ necessary toy evdence such
re ease, discharge and sat~sfa°c;tion, " acrd the~'Tr~u te'e shall pray over
Page 9 o;f 3 6
or deliver to the Commission ala; moneys or Government Obligations
held by it pursuant to th Reso~lut`ion. which.. are not- required for
the payment °or redempt.on of Notes, no theretofore surrendered for
such payment or redemption.
Prior t,o any de" eaaance becoming effective under this Resolutign the
amounta required to be deposited in any reserve fund or special
trust account pursuant. to this Resolution shall be invested only in
Government Obligations which are nonca,llable.
Provision "shall be made' by the Commission, satisfactory to the
Trustee, for the publi.eation, at least twice, at an interval of not
less than seven (7) days between pubaic~atons, in The Bond Buyer or
such other comparable financial newspaper or journal:, of a notice to
the Holders of such Notes that such moneys are so available fo;r such
payment.
.Section 4. Descrip-.ton o;f Notes. The No es shall be in an
aggregate principal amount equal to $.4,.195.,000 and shall be
designated "PETALUMA COMMUNhTY DEVELOPMENT COMMISSION, PETALUMA
COMMUNITY DEVELOPMENT PROJECT, 1988 TAX, ALLQCATION NOTES.." The
Notes may be initialay issued in the form of temporary or definitive
fully, registered Notes _n~ denominations of $5,000 each or any
integral multiple thereof. The Notes shall be dated as of
November 1, 1988, and sha11 be numbered as determined by the
Trustee. The Notes shall mature on November 1, 1993.
Section 5. Interest. The Notes shall bear interest at the rate
to ber;herein-after fixed pursuant to a re olut,ion or resolutions of
the Commission but not to exceed twelve percent (12%) per annum
payable semiannually o.n May 1 and November 1 of each year,
commencing on May 1, 1989. Each Note shall bear interest until the
principal sum thereof has been paid; provided:, however, t=hat i,f
funds are. available for the payment thereof in full accord a-nee with
the terms of this Resolution, said Note sh~a11 then cease to bear
interest.
In the event that the Commission i.s unab a to pay the principal
amount of the Notes upon maturity or effect a subsequent issue of
notes to pay the principal of the Notes at maaurity as provided in
Covenant 14 of Section 18 herein, the Notes..sha1T continue to bear
interest at: the stated rate payable each May 1 and November -1 and
will be called, by ot, as .funds become available for payment of
principal.
The fully regi~s erect Notes shall be numbered and dated a herein
provided.,, excerpt that a fully registered Not e_ or Notes issued upon
exchanges and trait fern of a fully registered Note or .Notes shall be
dated for purpose of authentication the date of such
authentcat,io:n. Each fully registered. Note sha_11 bear interest from
the interest payment-date next preceding the date thereof unless
(_i) it is dated as of an interest payment date, in which event it
shall .bear interest from that interest payment date, (ii) it is
dated prior to the. first interest payment date, in which event it
shall bear interest from the date of the Notes or (iii) it is dated
~ ~`.3 Page 10 of 36
after the fifteenth (1;5th) day o:f the month preceding an intere;s
payment da'te' i.n °whch event it shaT,l bear interest from that
interest p";ayment date. Interest, on fully registered Notes shah be.
paid by the Trustee (out of the appropriate funds) by cheek or draft
mailed on. th`e interest payment date to -the regi ;.tere'd o;wner',as his
or her name and address appear on the register kept by the Trustee.
on the f if°teenth (1.5th} day of the: month prec'eding' the n;tere t
payment date or, at the option. o:f • any owner. of at `lea•srt. $1:,.000, 00-0
in aggregate, principal ama~unt of Notes, by w.r'e transfer to an
account designated by such owner-.
Section 6. Place of Payment.. The :Notes and the in--te;rest thereon
shall be
payable i:n lawful money of `the Uni ed Sta.te's: of America and
(except for in;t,e~rest on fu1.T~y reg-istered Notes wh;ieh is payab]:e by
check o:r° draft mailed to t~he• regi;ster'ed owner thereo€) sh'a'll be
payable at the corporate trust office of the' Trustee. in
San Francisco, California, or at such other place in California as
the Commission may approve.
Section 7. Form of Notes. Fu ly registere'd Notes shall. be
substantially i~n the form attached here o and by this reference
incorpora"ted herein, marked .Exhibit "A" . Such form ~s~ hereby
approved and adopted as the form of such Note ,.and o:f' the exchange,.
reg~ist;ration and., assignment provs;::ons per"tai~nn,g the.re.to, with
necessary or a'p'propriate V;a;"r•atons; omissions aril insertions a
permitted or required by,th Resolution.
Any Notes issued •pursuant to this Resol'uti'on m_ay be• in-tally issued
in tempor=a:ry form exch•a~ngsable €o~r def°nitve~ Notes when the: same
are ready for- delivery. The tempo;ra:ry Notes. .may be printed,
lithographed or typewritt'e sha1.I be of~ such derromina~ti,o.ms as may .
be dete_rmin`ed by' the Commission„ shall. be without coupo'ris and may
contain such reference to any ,of the provisions of t`h;s Resglu,tion
as may be apprbp.ri~a e,. Every tempo:r'ary Note shall be -;ssued and
executed by the Cominssi;on and be; auf'hentc~ated by the Trustee upon
the -same conditions and. in, subst.a;ntial'l,y the same form, and manner as~
the definitive Fully Registered Notes. If the Commission issues.
temporary Notes, it will exe.cu`te and furnish d'ef~initve Notes
wthou-t delay,, and, thereupon, the temporary Notes shall be
surrendered -for can'eella.tion at the, cor,po°rate trust off.c.e of the
Trustee in San F;r°anc'isco,, California, or at . such other place i,n
California as the Commission may approve, and,. the Trustee sha11
deliver i.n exchange for such. temporary Notes an equa aggregate
principal amount of definitive Fully Registered Notes without.
coupons of, authorized denominations of 'this same issue. Until s'o
exchanged, the temporary Notes shah be ent'itl'ed to the same
benefits under this Res'olut°on as definitive Notes of this same .
issue delive-red hereunder., except that any i;nt'e-r-est which ha=s'
accrued thereon sha11 .not be paid until the exchange has been
accomplished.
See'-t;ion 8. Execut;o.n o~f 'Note's: "The Notes shal'l' be s,gn~ed on
behalf. of the :Comm~s~sion by its Chairman by his manu<a,l or~ f'acsimile`
sigra~tu~re and by `its Secretary by her manual or fa,csml;e s°.gnature,
and the seal of the Commission shall be impr'ess~ed, mpr,inted or
- w, Page 11 of 36 ~
;z...
~ ft Tr b iii T r '1'n~a ~ - ;nt
reproduced thereon, The foregoing officers are hereby aauthorized
and directed tosign said Notes in accordance with this Section. If
any Commission member or officer whose manual. or fansimle signature
appears on s'~aid Notes ceases to be such' member or officer before
delivery of said Notes, his signature i5 as effective as i,f he had
remained in o`f=f ice.
As to fully registered Note the Trustee sha-11 authenticate the
same on reg;istrati,on and/or exchange to .effectuate the registration
and exchange provisions se-t forth- in Section 10, and only such of
the Notes as shall. have endorsedthereon a certificate of
authenticati•o.n, substantially in the form set forth in Exhibit A,
duly executed by the Trustee, shall be entitled to any rights,
benefits or security under this Resolution. No fully reg-stered
Notes shall be valid or obligatory for a_ny purpose unless and until
such certificate of au heritication shah have been duly executed by
the Trustee, and such certificate of the Trustee, upon any s eh
fu-lly registered Note; hall be conclusive and the only evidence
that. such fully registe°red Note has. been duly authen icated and
delivered under .this R'e'solution. The Trustee's ~certficaae o`f
authentication on .any fully registered Note shall be' deemed to have
been duly executed',if signed by an authorized. signatory of the ,
Tru~s`tee, but it shah not 'be neces-nary tha the same signatory sign
the certificate of auahentcation on all of the fully registered
.:-Notes that may be issued hereunder at any one €ime.
Section 9. Type o;f Notre, Registration and Exchange. Thee Notes
are is°sued a Fully Registered .Notes p~ayabLe to the registered ownex
(herein someaimes referred to a "Fully Registered Notes") . A Fully
;Registered Notre .may be exchanged in who e or in part far a Fully
cRegistered Note or Notes. Transfer of ownership of a Fully
Registered Note or ..Fully Registered Notes shall be made. by
exchanging the same fo.r a new Fully .Registered Note or Fully
Registered Notes. A1,i o'f such exch~anges~ shall be made in such
manner and upon such r.e;aso a-ble terms and conditions as may from
time to time be determined and prescribed by the. Commission and the
Trustee. Such exchanges shall be free of any costs or charges to
the person, firm or corpo~rat:ion requesting such exchange, except for
any tax or governmental c-barge that, may be imposed in connection
with such exchange. Each Fully ;Registered Note issued pursuant to
this Resolut-i.on shall be of a denomination which is $'5,000 or a
whole multiple thereof and shall be of the same issue.
Sect;ion 1.0. .Note Register. The Trustee will keep. or cause to be
kept' at i `s core;orate `t?rust office in Sean F`ranc,sco, California, or
at uch other place in California as the Commission may approve,
sufficient books fo'r the registration. and transfer of the Notes (the
"Note Register'`) , which shall at all .times - be open to inspection by
the Commission; .and, upon presentation for such .purpose, the Trustee
sha1.1, under such reasonable regulations as it may prescribe,
register or tr.ansfe:r,, or cause to be r.eg;istered or transferred, on
said Note Register, said Notes as hereinbefore provided.
f~ - r Page 12 of 36 ~
Section 11. Call and Redemption oaf .No,tes Prior to Maturity.
A. Terms of` Reedempton.. The Notes shall not be subject to
r.edemp'ton prior to May 1,, 1992. `T,he~ Notes ma;y be ca,.l,aed, before
maturit.y° and redeemed, at theoption o.f the Commission, on each
Mary 1 or. November 1 commencing May 1, 19`9.2, in wh'o~le or ~n p^art,
• upon notice as provided her,ei;n, from amounts on deposi-t in the
Sinking Fund Account each February, l and August T commenci:,ng
Februa=ry 1, 1992,. -N`otes so. cal"1,ed- for redemption shall.. be redeemed
at a redemption price for Beach r.e'deemed Note equ~a;l to the principal -
amount th°e,reof, plus accrued ,n`;t.ere~st to the redemption. date.
If less than. •a.11 of the Noae a:re redeemed. at a°ny one time,. the
Notes to be, redeemed shall be de',,te-rmined 'by lot.
B. Ca11 an`d Red`empton. The Comm-s;sion, may (a;n,d;, if, required by
Section 15(c~) hereof., sh°a;ll) by resolution ~ d'irect the cal`1 a`nd
redemption prior to maturity of :Notes by .the Tru,saee in such amount=s
as funds arse avail;a•bae th'e•refor and sha11 give notice to 'the Trustee
of such redempt°ion at least sixty (6'A) days pr`i.o°r to the redemption
date.
C. ~ Not.i,ce_ of Redemption. Notice of redemption shall. be maiaed, by
fist class mail, not les's than thirty (3<0•) nor more tThan sixty (60)
days prior to the r.edempt:ion dace to the respective registered
owners of any fully : reg;s'te~red Notes designated for' red'empt'io;n at
their ~ addresses a_p:peari'ng on the none regi5trat.o:n books.; but
net-her :fa:lu e to mail such; not;ice_ nor any defect in a`ny notice so
mailed shall -a;ff~ect the s~uffc;iency of tfie proceedings for 'the
redemption of~ any Notes. The notice of redemption shall (a) -state -
the r:ed`emp`tion date; (b) state the redemption price; (;e) state the
numbers of the Noaes to be redeemed; provided, however, that
whenever any call f:or: edemptio,n includes all of t'he outstanding
Note"s, the numbers of the: Notes need .not be a`tated; (d) s~ta,te, as to
any fully, regs'tered Notes redeemed n part only, the; fualy
reg:,stered ,N`ote numbers and; the princi,pa,1 portion thereof .to be
redeemed.; and (e.) s ;ate that, interest on the principal portion o~f
the Notes so designs ed for redemption shall cease to accrue: from
and after such ;rede_mpt`on; date and' that; o:n said dace there shall
b-ecome due; and payable on each of such 'Notes the red'empti,on price
thereof . -
The actu-a1 receipt by' the Holder of any No a o`f no`tce oaf s;u'ch
redem Lion, shall not be a condition precedent to redemp.tion;, and.
P `
failure `to 'receve 5'ueh notice shall :n'ot :affect the' w'ali~dty o`f the
proceed_ngs for the redempt,on of such Notes or the c'ess,ation, of
interes't' on `the red`empt;ion da~te:~. Notice of redemption of Notes
shall be given by the Trustee and on behalf of the Agency a the
expen~~se o~f t'h'e' ~Ag~ency
A c'ertfica't°e by th'e Trustee. that notice of redempti,o.n -has been
given as herein 'provided. s°hall be conclusive as against all parities,,
and no Notehol,der' whose fu11.y r,eg tered Nome is calked f;or
redemgti~an ,may object ther'e~t~o or object to the cessa-ton o;f interest
on the redemption date fixed by any caam or showing that he failed
to. actua„1lyF..,:receive such notice •o`f Call and redemption.: '
- ~ ,f Page- 13 of 3'S ~ ~
In addition to the foregoing official sot.ice, further notice shall
be given by the Trustee as 'set out below, but no defect in said
further notice nor any failure to give all or a'ny portion of such
further notice shall in any manner d'e~feat the effectvenes of a
call for redempt-ion 'if notice thereof is given as above prescribed:
(i) Each further notice of redemption given hereunder
shall con ain the information requ'i'red above for an o,ffi'cial
notice of redemption plus (A) the CUSLP numbers of all Notes
being redeemed; ('B) the date of original delivery of the Notes
as originally delivered; (C) the "rate of interest calculated
with respect to each Note being redeemed;; (D) the maturi~t,y date
of each Note being redeemed; and (E) any other descriptive
information needed to identify accurately the Notesbeing
redeemed. `
(ii) Each furt 'er notice of redemption shall be sent at
least thirty-five'.. (35) days before he redemption date by
regi's'tered or certified mail or overnight delivery sere"i.ce to
registered securities depositor-ies then in the business of
holding substantial amounts of instruments of types comprising
" the Notes (such depositories. now being t;he "Securities
Depo itories") and to° orie or more of the following information
~~.services: Financial Information, Inc.'s Financial. D:a.ily Called
Bo~md Service, New York; Interactive Data Corporation's Bond
Service, New York; Kenny Information Service's Caaled Bond
Service, New York; Moody's Municipal and Government News
Reports, New York; and Standard and Boor's Ca11e'd Bond Record,
New York.
A
(iii) Each such further notice shall be published one. time
in the Bond Buyer of New'York, New York., or, if such publication
is impractical 0r unlikely to reach a substantial number -of the
owner's, of the Notes, in some o her financial newspaper or
journal which regu.lar'ly~ carries notices of redemption of other
.inst'rumen't"s s~imil;ar to th'e Notes, such publication to be .made at
least thirty (30) days prior to the date fixed for redemption.
(iv) Upon.. the 'p'ayment. of the redemption price of the Notes
being redeemed,, ,each check or other trans'f:er of funds issued for
such purpose sh°a11 .bear the CUSIP number identifying, by issine
and maturity., the Notes being- redeemed with the proceeds o~f such
check or other: transfer.
D. B`artial Redemption of Fully ,Registered Notes. Upon. surrender of
any fully registered Note redeemed. in part only, the Commission
s-hall execute and' the Trustee sha`1.1 authenticate and deliver to the
registaered owner the.reo`f, at the expense of the Agency, a new Note
or Notes o~f authorized denominations equal in ag'greg'ate principal
amount to the unredeemed portion of the fully registered Note
surrender:e'd and of tfie same interest rate and same maturity.
' ~ - ~ Page 14 of 36
E. Effect o.f Redemption.. Notice, o:~f redempt;i.on having been duly
' g`iveri ass af:ores.ad,, 'arid ~mo"net's for p'aymerit of he p,ri:nc.ipal of
pr:emiu_m., if any,. and in,,terest pa:yab;Te upon redempto,n ;oaf the N:ote's
being set a ide "as „af.ore"said, the Notes, or parts ther,eo:f, ass the
case may be, so called fo:r r.:edemption s'ha ,.1, on the r.edemp't_i,on date,
become due and,. payabae a.t t'he redemption price spec-ifie`d in such
notice, int`e~res;t on the :Notre or parts tfiereof , as the ca e may ;be,
so called .for r,edempt°on sha1,1- cease to a.c:crue, the int~er.est thereon
maturing subsequent to t?he redemption dame shall be uo,d; :and said
Note`s, or parts thereof; as t_ he case may be, shall, cease to be
entitled to any 1_ie-n, bene,f.t or- secu.r'ity under this Resoluti.on,, and
the Holder's of said Notes ha1T have no rights in respect, thereof
except to receive :p,ayment of the redemption price thereof , and, ,n
the case :o~f par:tal redemption of f;u;lly reg,ster'e,d Note-s, to also
receive a new Note or Notes f'or the unredeemed balance as af'or-esaid.
All unpaid inaerest ins'=tallments' which sha l `have matu;r.ed on or°
prior to the. redemption d'a a designated: ,n such not`ic:e shall
continue to 'be payable to the respective Holders thereof but without
inter"est thereon.
A1L Notes, or parts thereof, as the: case may., be,; redeemed pursuant
to ,;the. provisions of this Section shall be eance;lled upon sur,r-ender
the;r'eof and delvex.ed to, or u,pori the order of, the Commis~s:,on..
Sec':tio'n' 12. Funds.. There is hereby esfabl;fished w.it`h t`h`e T,ristee a
special txust fund caaled tfh~e "Petaluma, Community Deve.lo~pme;nt -
Comm_i,s~s~-ion;, Petra-lama, C,ommun'it'y Develo'pmen't `Project, .198.8' T:ax
Allocation Notes, Redeve opment Fund" (hereinafter soinetmes °called
the "'Redevelopme t Fund"') . 'These is hereby established with the.
Trus-tee a special trust fund, cahled the `'Ret~aluma Community
_ Development Commission, Pe.t:aluma: Community Development Projec-t,, 1988 ,
Tax' Allocation No-.tes, Spec;:al Fund"` (,he're~inafter s~ome.tirries c•a11ed
t`h'e " S- , ec i,a l Fund"
p ) with special trust aceo:unts contained. tfie;rein
and known as the "'Note Interest Account.", the "'Iss.uance Expense
Account'", t-he "Note Reserye~ACcoun,t" and.the "'Sink%ng Fund.Acco'unt".
So long as- any of the Ngtes herein author.ized.; or any interest
thereon, .rema.in unpaid, the moneys ;in the f,oregoi-ng; Funds shall be
cased for no purposes other tYian t°hos.e required o.r permitt.ed by this
"Resolution and the Law.,
Section 13,. Sale of Notes; D:ispost~i.on o;f Note Pr~o.ceeds ;
Red'evelopme'nt Fund. Th'e Commission may prowd~e by~ resolut;io'n for
the sale of the Notes in t°lie manner provided 'by the Law.
A. TYie Trustee s;ha11 receive the proceed"s from tYie sale of the
Note upon the delve~r,y of the Notes to the pur;:chasers thereof, and
shall ,d'i`spose of sucYi pro,ceed~s and moneys as f;ollow,s.:
(l) Depo it in the N:o~te Interest Account ac;cr-~ued inaerest
and premium,; if ,any., paid by the purchasers. o-f the Notes plus an
amount which when added, with int,e;res`t ear.ning~s t ereon, will be
s~uf:fic.ient to pay interest on the :Notes through and inc~ludring
November I,. 1989;
~ Page 15 of . 36
_
(2) D,e,posit ari amount equal to he Reserve Requirement in
the Note Reserve Account;
-(3) Deposit an amount suf'fic:,ent to pay the necessary
expert-s;es in connection with the i suanc.e and sale of the Notes
and fees of the Trustee all as further provided in paragraph C.
hereof in the Issuance Expense Account; and
(4) After making the above deposits, the .balance o;f the.
proceeds from the sale of the Notes shall be transferred to the
Treasurer who shal place the same in the Redevelopment Fund.
B. The moneys s'et aside. and placed in the Redevelopment-Fund shall.
remain therein until from time to time expended solely for 'transfer
to the I,nter.est Accou:n't if at any time the Interest Account balance
is less .than that required to be held, therein, then the purpose of
financing a portion of t°he. cost of the Redevel:opmen Project and .
other co`sa•s related thereto, and also including in such costs.:
(1) The cost of any lawful activities in connection with
the Redevelopment Project including, without limitation, the
,paymen of all or part of the. value of any pr-:operty to be
. acquired by the Commission in the .Redevelopment `Project
including those costs associated with the acquisition of land to
permit the development of an auto cen er (the "Current
Project"), a'ny costs of relocation of families .or single persons
to be displaced from t_he,ir homes in: the Redevelopment Project
Area and the cost of the installation and construction of any
building, structure, facility or other improvement which is
publicly owned for the purposes of carrying ou the
Redevelopment Project within the Redevelopment Project-Area. -
(2) The necessary expenses in connection with fee and
expert-sea. of the Trustee..
Payments from -the Redevelopment Fund shall be made in accordance
with the following provisions:
A Written Requisition stating in re pest to each payment to be made:
(1) the item number of -the payment;
(2) the name o.f the pe~r.son to whom payment is due;
(3) the-amount to-be paid;
(4) the purpose, by general. classification, for which the
obligation to be paid was incurred;
(5) that the. obligation or obligations .in the tated amount or
amounts have beenincurred by or on behalf of the Commission, a_nd
that each item thereof: is a proper charge against moneys in the
Redevelopment Fund and h'as not theretofore been paid; acrd
Page 16 of` 36 ~
_ f.-
(6.) tha there has .not be.e:n filed with or served upon the
Commission notice of- any 1.en.; rgh't to• 1.en„ or attachment upon, or
claim affecting the right to receive payment of, ariy of the moneys.
paya-ble to ,any of the persons named in such Writ en Requisition,
which has ,not, :been released or will not be released s:imult.ane.ously
with such p.ayme`nt, other than mate`rialmen's o;r' mechari•c' s liens
accruing by me e operation of law which will. not be rele~a_sed until
final payment i,s 'made.
Upon. receipt of such Wr:,tten Requisition (with the
Engineer `s Certi:f;icate a€tached, if the; s„ame is so r;e.qured.) , the
Trustee shall pay ;t`he amount set forth in such Writ.t,:en Requisition,
within five (5) business days, as directed by th`e t~e.r:ms thereof..
If any sum remains in the Redewelo,pment Fund after the .fu,11
accomplishment of the object ;and.. purposes for whicYi the Not°,es w:ere
issued, said sum shall be ,t:ransferred; to the I;nte~reest Account of the
Special Fund unless the• amount th:e:re;n is equal to the total amount
of intere t to become due on the Notes from that date through their.
maturity (the "Minimum Balance"').
All:- q.f fhe ~ above uses as set forth in thia Section 13 constitute a
"redevelopment activity" a`s such term is defined in Hea,lt'h and
Safety Code Section 33678.
C.. The money set aside and placed in the: Issuance Expense Accouna
shall remain the're.in until from time t:o time expended solely fo-r the
purpose :of paging the co's,ts and expense's, incurr;e'd i°n connection .with
the issuance of the Notes and other cost°s related thereto, upon
rece'~ipt of a payme t request form duly executed by an aut;h•oriz.;ed
officer of the .Commi ion. In paying .ariy s:u•ch payment request form
under this Section 13.G'.., the Tr;e~asurer shall be entitled to rely
upon ahe completeness and•accuracy' of all sta.€ements in such payment
request form °and in any document. p-resented t'he~rew;th,, ,execution
thereof 'to be co:nclusve; e~i,dence of such accur°acy and completeness.,
and. the• Commission has by the provisions of this Reso utio~n
co enant;ed and agreed to indemnify and hold harmless the Trusetee
from any labil y incurred' i.n conne'ctio;n with .the payment pursuant
to any .such p.aymerit request form so executed by an' authorized
officer of the Commission.
Upon fhe earlier of either (1) payment of the cost~•s and expenses
incurred in connection w t`h the issuance o:f the Notes or
(2) one-hundred and eighty (18;0') days after the suan:ce of the
Notes, an,d dete,rm`ined' by the Commission not to be necessary for the
pa;ymen't o~f a`ny exp°enses hereunder or cost-s of is•s.u,ance of the Notes,
t;he T,reasure~r shahl. transfer ala remain°ng funds in the. Iss~uanc'e
Expense Ac"coun't to the Redeye' opmen;t Fund.
Seetio:n 14. T`ax'. Revenues. As, provided In the Redevelopment Plan
pu:rsuan to A•rt:"icle 6 of Ghapt~e`r' 6 of t°he Law and. ;S.ec;tion 16 o;f
Artcle;•XVI o;f fhe Coris°t.,itut_on of the State of California, taxes
levied upon taxab e property in the. ;Broj•ec Area each y.e,a,r by or. for-
the benefit of the State of Cahforn°ia, any- city, county, city and
~ Page 17 of 36 .
county, district, or: o her public corporation (herein sometimes
collectively called `'tax,ing agencies"`) after the ef:fecti.ye date of
the Ordinance approving the: Redevelopment Plan (being Ordinance
No. 1725 N.C.S'. of the City, which became ef£ect'ive on August 17,
1.988, for the Project Area, shall be divided as follows:
{a) That portion o.f the taxes which would be produced by
the rate upon which 'the tax is levied each year by or ,for each of
the taxing agencies upon the total sum of the assessed value of the
taxable property in the Project Area a?s hown upon the Base Year
Assessment Roll used in connection with the taxation of such
property by such t.axn_g agency last equalized prigs to the
esta_blshmen°t of the Redevelopment Project,. shall be allocated to
and when collected shall be paid into the funds of the respective
taxing agencies as taxes by or for the tax-ing agencies on all other
property are paid; and.
{b) That portion. of said levied. taxes each year in exce s
of such amount together with such payments and reimbursements, if
any,- to the Agency spec;ifica~lly attributable to ad valo-rem property
taxes not otherwise received by the Agency by virtue o£ certain
exemptions from ad valorem property taxation as provided by
applicable laws of the State, sha1.T be allo,cat'ed to and when
collected sh;al,l be .paid., into the Special Fund of the Agency. Such
portion, subject to said exception ,and t:o such exclusions and
deductions as are set, forth in proceedings for the adoption o.f the.
Redevelopment Plan and amendments thereto and as furth_e-r de crbed
in,~Sect-ion 1 hereof; is herein referred to as "Tax Revenues."
The, foregoing provisions of this Seeton are a por€on of the
pr,o;v~isons of said Ar icle 6 _ of the Constitution of the State as
applied to the .Note's a`nd shall be in~t°erpre ed in acco:rd_arrce with
said Article 6, and the further ;prows°ions 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
purauan't to Section. 1;6 hereof for any purpose anthoriz:ed in said
Article 6) are hereby irrevocably pledged in the::r entirety to the
payment of the principal o~f, premium, :f any, and merest on the
Notes as .in this Resolution ;prowi,ded, and until a,ll of the Notes and
.:all int;e.r.es•t thereon, have been paid. (or unt°il moneys for that
purpose have .been, r'rev,oc;ably sett aside;), t;he Tax, Revenues (subject
to the.ex-deptions set f'ortfi above) ~ha1.1 be applied solely to the
payment- q'f the Notes; and the interest thereon as in this Resolution
provided. Such allocation and pledge ;s for the exclusive benefit
of the Holders of th:e Notes and shall be~rrevocabl.e.
Section 33645 of the Heal h and Safety Code pr,ovide's, in applicable
part .here, as follows: "The resolution, t°rust .indenture; or
most-.gage shall provide that tax increment funds allocated to an
agency pursuant to Section 33670 shall not be payable. to a trustee
on accournt of any issued notes w-hen Suf;ficent funds have been
placed with the tru 'tee to redeem all ..outstanding, notes of .the
issue." This Resolution is presently in compliance with the above
quoted,. provision and shall be so construed..
!t. ;.ti
r ' ~ Page 18 of 36
Sect;,on 15 S'pec'ial Fund. A,11 •Tax Revenues and other moneys
iden''t•ified herein sh~a11 `be trans£e,rr;ed by the Commis:°son to the
Trustee when due and deposited by t;he Trustee 'in the ;S,peci~al Fund':
The in-terest on the Notes 'until 'ma't"urty shall be paid by the.
Trustee from the Special Fund.. At the maturity, of t:he Note's, a`n°d,
after a1L intere's't •t-hen du'e on the Notes t'h'en outsa:andiig Fias been
paid or provided f'or' moneys i"n .the Special Fund sha1T ;be a.pp,led t°o
the payment of the princ'ipa~l o:f. a,ny of such Notes .
Without limiting t°he generaa-ity of the foregoing and 'f'or t-he ~purpoa'e
of assuring than the payments r~ef;e,r're'd to above wi`T:1 be made, a
scheduled, the Tax Revenues and other mo eys ident,jf-ed herein
accumula't~ed. in the Special Fund sh°a,Il be used in the f:o•l,lown,g
priority; p~rov,ded, however, tha;f to the, extent 'that deposits have
been made in any of the Accounts referred to below f-rom. the' proceeds
of the sale of the Notes or otherwise, the deposits :be ow need not
be made:
(a) Note Interest Account. On o:r° before April 1989, and on or
before each Oc:tobe" 1 acrd Ap;r'i1 "1, 'thereafte-r deposits s~ha;ll 'be
made by the Commission in,t;o the Note I`n`teres`t Account so that the
balance in s°ai,d Account, sha11, be equal to si;x mon'th's interest o'n
the Notes. Moneys in t:he Note Interest Account sh°all be used f'or
the payment of i'nte~rest on the Notes as the. same becomes due.
(b) ,Not°:e Reserve Account. After depo ,its have been made pursuant to
subparagraph (a) above, depo;_sits s.h~a.11 be made by th;e Commisa;ion t;o
the Note Reserve. Account t;o the exaent ne'cessa°ry to maintain t`he
balance there-in equal to the 'Maximum Annual Debt Serv,i;ce on the
Notes. Moneys in the Note Reserve' Account s>hall be tran'sfe.rr:ed to
the Note Interes°t Account or' tli:e Special 'F.urid to pay interest .on and
prncip;a of the Notes a_s• 't_ •beeomes due to the •extent T'a'x R'evenu'es'
are imsuffic_en't therefor,. Any portion o:f' t`he 'Note Reserve Acc.ou°n't _
which is in exces?s o'f the Rese:rve~ Requirement with respec't' to t'he;
. Notes `arid Parity No ;es shah ;be :ma-inta,ined th_ere~n.
Moneys in the Note Reserve Account m'ay be used to. pay the inte~r:e t.
and?or pr-ncpal of the least ou°tstanding m .tarty oaf :the Notes; so
that t'he :Notes` w.,.l,l be yeti-red.
(c) Sinking Fund Account. Each April; 1 commencing Apr°_i1 1.,, T;9.:90 and'
ending on Apr.,T 1, 1993, deposits sh•a11 b;e. made 'by t-Ye Commission i_n
annual inst-a ainen~ts of $l2'5,~.Oi00 "$`1T5,:0'00, $3:0'0,,,0.0:0 and $3;00;.000,
res;pect.vely. Commencing o;n, N;oyembe;r' 2, 1991, a'11 Tax Revenues and
other' moneya
'ydentified herein shawl be transferred ° by the
Commis.s;,on to the T'r,u's. ee immedately upon t-he rece~i,pt; the'reo~f and
deposited by the Trustee in the Sink-frig Fund Aeco.un.t.
Moneys in the Sinking Fund Account shall be used ;and applied by t'he
Trustee to call •.and redeem the prine4pal amount o,f outstand=:ng Bonds
on ea.eh .November 1 and May' 1 commencing May 1, X1992, in an amount
equa to moneys' ava;ilab'le in t e Si:n=kn.g Fund Accourrit e_acY August l
and; Febr,u;ary 1 commencing Feb;r;uary 1.,, 1'9.92.. Any 's'uc:h ca11 and
redemption sh•a,ll be made in accordance wiah, t•he provisions of
Section .l1 hereof.
Page 19 o,f 3 6 ~ ~ .
(d) Surplus. It is the intent of this Re oluton t"hat: (i) the
depo its provided for in subparagr,aph's (a) above to the Note
Interest Account, ('b) above to the Note Reserve Account and (c)
above to the Sinking Fund Account shall be' made, as scheduled, On
each November 2 comineneing on November "2 1989, andending aft°er
Novembe-r• 2, .1991, any amounts remaining in the Special Fund,
i eluding interest earnings on a`ny Tax Revenues and any other funds
held and invested by the Trustee (excluding investment earnings on
the Note Reserve Account, which inve tmen earnings shall be
maintained therein) s'ha'll be remitted to the Commission and used by
the Commission for .a_ny l;awf.ui purpose. Prior to depositing any such
amounts to the Redevelopment Fund, the Treasurer shall certify to
the Commission that al.l prior requirements have been met.
(e) Redemp ion. Prior to the mailing of no°times as required in
Section 1.1-.C., the Commission shall cause to be depo ited with the
Trustee ao be sst aside in the Specia Fund, moneys fo;r the purpoae
and sufficient to .redeem, at the premiums, if any, payable as
provided in this Resolu.ton,, the Notes designated in such notice of
redemption. Said moneys must be set a' de in said Fund by the
Commission the fifteenth day of the month prior to the redemption
date solely for that purpose and shall be applied on or after the _
redemption date to t°he payment (principa;l and premium; if any) o:f
the Notes to be redeemed upon presentation and surrender o,f such,
Not?es maturing after the redemption date;. Any interest due on or
prior".;ao the redemption dace shall be paid f;;rom the Special Fund.
Sect°io•n 16. Depo~s;t a-nd Lnvestmen;t of Moneys in Funds. Money in
the Redevelopment Fund and the ~Issuanc'e EXpense Account of the
Speci•a;l Fund shall be invested only .n Permitted Investment which
will Eby their terms mat~.u:re not later than th:e date the: Commission
estimates" the moneys represented by the particular investment will
be .needed fo'r withdrawal from such Fund.
Moneys in the Note Intere t Account, Note Reserve Account and
Sinking Fund Amcount of the Spemial Fund shall be invested on y in
Permitted I;n es`tments which will by their terms matore not later
than sump date as to ensure that before each ;nter;est ~ paymernt date
there will be in such Account, from maaured obligations and ot.he;r
moneys already in sumh Account, cash, equal to the imtere t and
principal payabhe on uch date.
Funds held by the 'Trus'tee in any account or subaecount established
pursuant to the terms of the Resolution may be employed by the
Trustee to purchase Permitted Investments as dir;ec'ed, orally or in
writing, by an authorized representative. of the; Commission, all such
dir:ections~ to be confirmed by written investment 'directors". To the
extent that direction" 'is not received by the Trus+tee with respect to
funds' then available •for investment,, t_he Trustee may deposit said
funds in a market inaeWrest account maintained at" the banking office
of the Trustee.
Ob igatons purchased as an investment of moneys in any of said
Funds. and Aecoun,ts shall be deemed at all times to be a p-art of such
Fund or Account, and the interest accruing thereon and any gain
Page 20 of 36 ~ ~
•.i K.. • A • 1F
G - j r
realized from such investment sha,l be credited to su'c~h Fu d or
Account ari`d anyloss re ;ult;ng from ariy such author zed investment
shall be cYiarged to such Fund o;r Account w.iahou ~la_bil. y to the
Comms_son; o"r th'e members an'd officers hereof ~ or to t•h~e T,riistee.:
The Comm'iss:on or the Tris'tee, a+s the ca e inay be, s.haal ,ell at t_he
beest price ob:ta,:na,ble or present. f_or redemption any o.bl,iga't~io.n so
purchased whe ever it s.ha1.1 be ~rnecess~:ary to do s.o in. or,,der to
pxovde .,mone:ys to meet any, payment: or tra°n°sf.er from such Fund or
Account a,s r'equ'ired by th Res,o u.ti.on. For the purpose of
determining a.t any given time the balance in ,any such Fund of
Account, any': such i-nvestmen't const;tut'ing a part of such Fund or
Account shall be valued by the: Trustee semanriua ly a~t the owes of
cost o:r est;mated or appraised, market value. of sue<h nves~tmen,t,
exclusive of accr-.ued in€ere ;t.
All amount :representing a_c;c-rued and c?apita.Tized inte;re"st sha.ll be
deposited in the Special Fund and transferred in the same manner ' as
Tax Revenues.
Section 17'. Covenant Regarding. Indebted es The ~C'ommsson
hereby covenants and ag,r-e'es tha`"t as long a;s there are Notes
Outstanding, t s ha 1-,1 not i;5 s,u~e any bonds and./'o r nodes for a_ny o f
its: corpor~a't~e purposes. However, t,he; Comm~;ssio'n may make loan"s;
a.ances or incur- other forms oif :indebtedness i:n eo.nnection. with .any
or ids redevelopmen p;r~oject areas' in an aggregate amount not to
exceed $100, 0'00 per ye'ar',
The C.ommis.son shall compl,y,~ with a.ll requir>ementa oaf the `Law o
insure 'the <alloc~aton and payment to it of t~he~ 'Tax :-Revenues,
incl.udi,ng wthou' l;imita;tion the timely fia;ing oef any ne"c'essa;ry
statemen~t~s of indeb~t~edness with.. a~p:prop'r~iate officials of? Sonoma
County, and :(in the case of sup:plementa;T revenue and. other amounts
payable ,by the State of Caai;f.orni,a} app=rop:ri~ate ofyf~cia s o'f the
State of California,, and s~ha.ll for,wa,rd information. copies of e-ac?h.
such fi'l~ng to the T:ru tee,, T;h:e Commission sha1:T, not voluntarily
ent;e_:r into any agreement w,i'th the .Country of Sonoma, or any other
governmental unit which would have the effect of reducing the amount
of Tax Revenues avalab a to t;he Commission for pagmemt of t:he
' Notes, unles :n the written opin'on~ oaf an Independent F.inanci,a
Consu ta'nt, filed with the Trustee- such reduction will no adwers,ely
affect the interest hereunder of or the secu-rity granted hereunder
to °the Note: Owners.
Section 1:8. Covenan of the Commi,s~s:ion. As long as; the: Note's are,
outstanding and unp°a,i,d, t'he Comm lion sChall (t°hro,ugh its proper
members, officers, agent;s or employees;) faithfully perform and:: abide;
by ala o,f' the covenants, undertJakings and pr.o,visons eonta~ned ,n
this Resol,ut;on or ;n any Note: issued' hereunder, ine udng t;he
following cov~ena is 'and. a:gr.eement=s, for the benefit of` the
Noteholders which a.re neees cry, convenient and desirable: to secure
the Notes and wi L1 tend to make them. more marketab,lAe; prow.d;e'd,
however, tha°t said Coveriarit~s do not require the Commi `s.on to expend
any 'funds other than the Tax Revenues .
~Page• ,2'1 of 36
a l- 4 t
~ r+ tw t
t '
Covenant 1. Complete. Redevelopment. Project; Amendment to
Redevelopment Plan. The Commission covenants and agrees that it is
in the best intere is of the Commission to and that it will
diligently carry out and continue to~ complet°i on, with all
practicable dispatch, the R'edewelopment 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 unless it will not substantially impair the
security of the Notes or the rights of the Noteholders', as shown. by
an Opinion of Counsel, based upon a c.e;rtificate or opinion of an
Independent Financial Consultant.
Covenant 2. Special Covenants Relating to Public Purpose. The.
:Commission. hereby cotenants to eliminate and prevent the spread of
physical. and econom'c.b.light in the Re"development Projec<t area by
p:ro~•'idin'g for (i) the acquisition of real property as may be -
necessary, {ii) demolition of buildings and improvements,.
(iii) installation, construction or reconstruction of sareets,.
utilities, and other public improvements and disposition of property
for redevelopment by private enterprise and%or public agencies.
Co,v,enant 3. Use of Proceeds; Managemen and Operation of
Properties. The. Commission covenants and agrees that the proceeds
of the sale o€ the Notes will be deposited and used as provided in
this Resolution and that it will manaq;e and operate all properties
owned by it and comprising, any part of the. Redevelopment Project in
a sound and businesslike manner.
Covenant 4. No Priority. The Commission covenants and agrees that
it w;11 not issue any obligations payab e, either as to principal or
interest, from the Tax, Revenues or other :funds of the Commission
which have, or purport to have, any lien upon the Tax Revenues prior
to or superior to the lien of the Notes herein authorized. -The
Commission will not issue any obligations, payable as to principal
or interest, from the Ta-x Revenues or other funds of the Commission,
which have, or purport to have, any lien upon the Tax Revenues on a
pa.riay with the Notes except as herein authorized. Notwithstanding
'the foregoing, nothing in this Resolution shall prevent .the
Cominissi,on (i) from .issu,ing and selling pursuant to la:w, refunding
ob gaa,ons payable from .and having any lawful lien upon the Tax
Revenues o_r other funds of the Commission, if such refunding
o;bligatiorrs arse issued for the purpose of , and. are suf.f ic,ient { in
the opinion of an Independent Certified Public Accountant delivered
to the Trust;ee.) for the purpose of, refunding all o'f t'he outstanding
. -Notes of any ser:i.es, or (ii) from issuing and selling. obligations
which have, or purport to ha e, any lien upon the Tax Revenues which
is junior to the Notes or (iii) from issuing and selling notes or
other o'bligatio'ns which are payable in whore or in part from sources
other than the Tax Revenues or other funds of the. Commission. As
used herein `'obligations" shall include, without: limitation, notes,
interim certificates, debentures or other obligations.
,Covenant 5.. Punctual :Payment. The Commission covenant and agrees
that it will duly and punctually pay~or cause to be paid the
pr„incipal of and interest on each of the Notes issued hereunder on
the d-ate, at the place and in the manner provided in the Notes.
~ a P a g'e 2 2 n f 3 6 ~ ~ o ~ ~
Covenant 6 . Payment of Taxes _ and Oaher Char - es . The Comm"i~ss'ion
covenants `and agrees that it' will from time to tame pay and
dis:cha~rge, or cause to be paid and. discharged; all payment's` in lie"u
of taxes, service charges; a essments or other governmental charges
which m'ay lawfully be impaled upon the Commission or any of 'the
pYo:pert;ies then. owned by :it `in the :Redevelopment Project Are^a<, or
upon the revenues and income therefrom, and wLT pay all lawful
claims for labor, mate"vials and. supplies which i<f unpaid' might
become a lien or c arge upon ;any o~f said prope;rt.ie revenues or
income or which might impair- the security of the Notes or the use of
Tax Revenue"s or other funds" o:f' the Commission o;r other legally
available funds t"o pay the principal of and interest t°hereon; a.ll to
the end th'a't the priorit and security of the Notes sha;l;l be
preserved; provided., however,. that nothing in this Covenant shall
r~eq:uire: th`e Commix"'s"ion to make any such payment so . Long as :the
Commi;s~ ion in good faith shall aontes"t the validity the;r`eof?.
Covenant 7. Books and Ac'c~ount~s;' F:inancia.l St;ateme"n;ts. The
Commission covenants a'nd' .ag,r.ees that it will at all times :keep., or
cause to b;e kept, ,proper. and cu'"°rrent books and" account°s. (separate .
from all o her records and accou ts) in which complete and accurate
entries shall be. .made o:f all transact-ions relating to the
Red'evelopmen Pr:oj'eet and the Tax Revenues amd othe"r funds relating
to card Project;, and wi1.T prepare within one huridreal eig`ht'y (180)
days after' the close of each o.f its Fs-cal Years a complete
financial statement or scat"emen s for such year in rca~sonab e de a"il
covering such Redevelopment Project, Tax Revenue and other funds,
ac`companed by an opinion of an Ind_`ependent Certified Public
Accountant appointed 'by t`he Commission, and w-ill fu.r:n'sh a copy of
such statement or ~statemen.t t.o the Trustee (which shall have rho
duty to. review such statements;), they oar°ginal p:urcha'se"r (a) o:f the
Notes (in the. ca;s:e of a syndicate, the. manager thereof) ; and; upon
written request, tq any Nateholder. .
Covenan 8. Eminent Domain Proe:e`edng°'s. The Commission coven°an.ts
and agrees that if ala or any, part of proper"ty owned by tY~:e
Commission and located; within, the Redeve,l,opment, Project Area should
be taken from it, by em-inept domain proceedings o:r othe`r proceedings
authorized by law, for any pubic or other use under which the
property will be tag exempt, the: net prpceeds r'eali-z_ed by tre
Commission the ~efrom wi,1T be depo;s.ited. in the Special Fund a'nd used
and applied for the purpose of paying pr:ncipa-1 of and ntere t ~n
the Notes as in this Resolution provided. The C,ommss,ion further
covenants "and: agrees to contest the amount of any net proceeds
realized by tYie Commissi'o'n as des,c,r'bed preceding sentence `f such:
net pxoceeds. a-re nsuf''ficient to. pay principal of and interest on
the Notes.
Covenant 9., Disposition; of Prop"e;rty. The Commssio"n co"yenants ^and.
agrees„ with. respect to property owned by the Commission, that.. it
wild no.t dis'.po,se of more than tern percent (10%) of the land area in
the Redev'ea'opment Proj:e;ct -Area (excepa property shown in the
Redev,elopmen Plean in of"feet on the date this. Resolution s~ ado;pt,ed
as planned for public use, or property to ;beused f'or public
Page 23 o:f 36 ~ ~
. ~
streets, public of~fstree par;kn,g, sewage facilities, parks,
• easements or rights-o:f-way, f.o:r pub~l'ic iit~lities, or other similar
uses) €o public bodies or other persons o_r entities whose property
is tax exempt.,. unless such disposition will not result in the
security of t:he Notes or the rights of Noteholders being
. substant°ially impaired, as shown by an Opinion of Counsel., based
upon the certificate or ~opiniori of an Independent Financial
Consultant appointed by the Commission. '
Covenant 10. Protection, 'of Security and 'Rights o.f Noteholders. The
Commission covenant and agrees to pres_e;rve and protect the sec~urit.y
of the Notes and the rights of the Noteholders and to defend their
rights under all claims and demands of all persons. Without
limiting- the generaaity of~ the foregoing,, the Commi~s'sion covenants
:and agrees to contest by court action or otherwise (a) the assertion
by any officer o.f any government unit o°:r any other person. what never
a~g'ainst the Commission that (i) t°he L•aw i unconstitutional or
(ii) t°hat the Ta'x Revenues pledged hereunder cannot be paid to the
Commis ion for t•he deba service on the 'Notes, or (b) .any' other
action affecting the validity of the Notes or diluting the security
therefor. The Commission covenants and agrees to take no action
wh~~ch, in the Opinion of Counsel would result in the Tax Revenues
being withheld unless the withholding thereof. is being contested i-n
good faith. The Commission further c"ovenants and agrees that it
w~i11 noa. take any action nor will it permit any action to be taken
whie~h would adverse y affect the first lien upon the Tax Revenues
created by this Resolution, which lien upon such Tax Revenues will
be superior to any judgment indebtedness. created by the reco~rdat.on
o'f' an abstract of judgment in proper farm by a court' of competent
,
~xu~risdricton and levied against the Commission subsequent to t e
d~a"ts of issuance of the `Notes; and such Tax Revenues shall first. be.
applied to the payment, of principal of and interest on the Notes and
any deposits required t.o be made to the Reserve Account and
thereafter such Tax Revenues may be applied for the satisfaction o~f
any judgment indebtedness of the Commission but only on a basis
subordnat;e to the obligations of 'the Comm sign to so provide for
th•e: `p'ayment of the principal of a,nd interest on the Notes.
.Cove ant, 11. Extension of Notes'. :The Commission covenant and
agrees t;h~at it will not, directly or indirectly, extend or consent
to the extens^on of t-he time f;or the payment of anyNote or claim
for nter:es,t on any o.f the Notes.
.Covenant 12'. Fi:,l,e ':St:a,tements of Indebtedness. The. Commission
covenants and agrees that it will comply. with Section 3;$675, of the
Law by filing, annu:a,lly, the statemen of indebtedness required
therein:
Covenant 13. Ln Lieu Taxes by Commission. The Commission covenants
and agrees that in the event that the Comm.ss.on acquires land or
real property which constitutes part of the Project Area. and which
was private property object to ad valorem property taxation, it
shall become obligated and hereby agrees to deposit in the Special
Fund an amount equal to the amount which would have been payable as
Page 24 of 36
ad valorem taxes .had such.. property remained i:n private ownershi,;p.,
Such payments shall be made in two equaa nstaalments p'aya'ble no
Lauer than the date on wh,c~h the Commission receives its
instalments of property taxes from the County.
Coven•an,t 14: ,Pay and Redeem the 'No e The Commission covenants t,o
use its best efforts to ssu°e: t_s r-efundng notes or other: refunding
ob iga;ti.o;ns in. a timely manner at ich time and in such amounts
which, toget?he~r wi4th other awailah;le moneys in the Special Fund will
be s.uf.f`icie'nt to pay and redeem aTT of the outstanding Notes
maturing on November '1, 1993.
The Commiss':on covenants and ag°rees to commence proceedrig~s~ as..~ sgon
as legal,;ly f~ea-s.bLe (in the opinion of .Bond Counse ) and f na~nc,ially
feasible ~(~:n the opini::on of a>n Inde,pendent Financi.a;l Cons,uatant
appointed by the Commission,] to refund the Notes ma,tur.i;n_g on
November 1, 199;3, and to continue such refunding, p'roce'ss through -to
completion,,. Cont.i~nuing s'~uch 'refunding proce s through to comp e-tion
as covenanted herein shall he in a~ccord~anc.e with the Law and may
ne ude, but shall not be 1-united to~; (a) adoption of a res:blu i,o.n
of issuance f.or such refunding obligations and a resolution of sale
_ thereof, (b) pub;li.c!aaon of an official st,atcement or o,ff.ering
circular to p.ottential punch=ase,r`s, of such r'ef:,unding gbli~gat,ons,
(c): hold_.ng mee`t'ings f.or the: receipt, of offers f'r.om purchasers, amd
riegotiat`ng for the sale o'f` th'e refunding obl.gaton~s at private
sale, and (d.) ,f such refunding o'bl„igationsr a.re s~o1d, delivering the
same to -the purchasers the'reo~f
Covena,n;t 15 . ~ Further Assurances . T.he Comm;ss;on cov_enant's, and
agrees to adopt,, make,. execute and deliver any and a1,T fu':r~ther
r,e olutons, instruments and assurances as may be rea~son_ably
necessary oar proper to carry out the intention or-- to ;a:clit;a.te the
pe,rformanee of thia Resolution, and for the better assuring and
confirming unto the Not'ehol~ders of the rights and benefits provided
in this Resolution.
Section 19. Taxation of Leased Property;. w.henever~ ;a_ny property -n
the Redevelopment Pr;oje,ct ,A;rea has been redevelo,ped~ aril thereafter
is leased by the Commission to any per's.on or peraons (other than a
public agency) or whenege:r t_he Comm,ss.o,n leases real p.rope°rty . i-:n
the Redeve.l:o,pment Project A~r-ea t,o any person o~r persons (othe'r than
a public. agency) for. redevelopment, tYie proper y shall be assessed
and taxed in the same: manner °as pr-iv;ately owned p=roperty, as.
required by Section 3'3.'67'3 ~ of: th'e: L:aw, and t°he leas;e or contract
shall 'pr-ovide (a) that the lessee shall ;pay taxes upo the assessed
value of the entire property and not ine;rely upon the assessed value
of his or its leasehold interest;,, and, {b) that if for any rea on the
taxeslevied on such property in any year during the term of the
lease or contxact arse Lesa than the taxes which would have been
levied 'if the ent'ite pr:op;erty ha:d' been +asses'sed and taxed in the
aam_e manner a;s privately owned p.ro,perty,, the lessee s:h~aa`l pay such
difference to the Commssi.o-n, within thirty {3,0) days after the taxe
for. such year become payable to the 'taxing 'agenc'ies and 'in o even
later than the delinquency date o£; such taxes established. by la,w.
A11 such payments shall be treated 'as Tax Revenu:es,, and- when
received by the Commission shal.a be deposited in :the Special Fund...
P'a g e, 2 5 o f 3-.6
Section 20;. Trustee. The Commis io,n .hereby appoin~,ts Bank bf
America, National Trust and Savings Association, S'an Francisco,
California, as ~Tru'stee ~to act as the agent, trustee and. depositary
of the Commission f'or the purpose of re:ceving flax Revenues and
other funds ~'-in trust as: provided in this Reso cation, to hold,.
all-o,ca~te, use and: apply such Tax Revenues and other fu'nds' in. trust
as provided in this Resol.uti:on, and to pe.rf;orm such other duties and
powers of the Trustee a: are prescribed in this Resolution.
The Commission may, except during the time which an Event of Default
has occurred and is con'tinu,ing, upon thirty (30) days written
notice, remove the Trustee initially appointed or any successor
thereto and in such case sh~aTl forthwith appoint a successor thereto
but any succe sor appointed pursuant' to this Section shall be a bank
or trust company in good standing located in or incorporated under
the laws of the State, doing business and having an office in
San Francisco, Calif.o'rna or at such other place. as the Commission
may designate, duly autho:ri'zed to exercise trust powers and subject
to ex'amna ion by State or federal authority, having a °combi;ned
capital and surplus of at least.$75,000,000. The Tru's.tee herein
- appointed or any substituted Trustee may a!t any time resign as such
by•writng filed with the Commission in which event the Commission
sha11,._.forthwth appoint a substitute Trustee and the res~gnatgn
s`ha11~, become effective 'upon such appointment. Upon receiv°ing such
not°ce of resignation, the Commission shall. promp ly appoin a
sueees~s_or Trustee by an instrument i,n •writing prov'de;d, :however,
that.~n. the event the Commission fail to appoint a sueces!.or
Tr:u~ste;e 'who shall have accepted its appointment. within thi.r'ty (30)
daya ~f.ollowing receipt of such written notice of r'e ignation, the
re signing Trustee may petition the ap.p opr.iate court having
x; j~urisd~icti,on to appoint a successo-r Trustee. Any resignation or
remov.a,l of the Trustee shall become effective upon accept°ance of
appointment by the successor Trustee. In the event that the: Trustee
or a`ny successor becomes incapable of acting as such, the Commission
shall .-forthwith appoint a substitute Trus°tee. Any bank or trust
company into which the Trustee may be mer:g;ed or with which it may be
consolidated shall become the Trustee„ without action of the
Commission. The Trustee' may become the owner of a'ny of the, Notes
authorized bg this Resolution with the same rights it would have had
if 't were not the Trustee.
The Comini ion shall from time-to-time, ,on demand.,. :pay to the
Trustee reasonable compensation for its serw'ices and shall reimburse
the Trustee for all it advances and expenditures., incauding, but
not. limited to, advances to and fees and expenses of.inde;pende t
appraisers, accountants, consu tants, counsel, agents and
attorneys-at-law or other experts employed ,by it in the exe:rci,se and
performance of .ts powers and duties `hereunder. Such compensation
and reimbursement shat-l be paid by t;he Commission and amounts. owing
therefor shall constitute a lien prior to that of the Noteholders on
all moneys held by it hereunder.
The Trustee may appo:,nt agents to exercise any of the powers, rights
or remedies granted to the Trustee under th Resolution, and to.
hold title to property or to take any other action which may be
desirable or necessary. -
Page 26 of 36
> .
The Trustee sha l be p;rotec:ted and shall incur no l;abil;.ty in
acting or pr-oceed;n,g i;n go•od :faith, upon any resolz~tio.n, notice;
to egr,am,, re°guea~t., eo;nsent; waiver, cert.ife`ate; statement,
affid;a^vit, wouche~r; .bond,,. r.eg,uisit'ion or other paper o,r document.
which it shall :in good f'a,it.h be'1i:ev;e•~ to b:e genuine and to have been. .
passed or signed by the proper board o:r person or to have. been
prepared and furnished pu-rsuan to any o.f the prov;sions of thi
ReSoluti:on,,• and the Trustee shall .be under no duty to ma::ke a;ny
investigation or inquiry,as to °a•ny statements contained or matters
referred to, in, any such in•s,trumen.t, bu,t ma.y accept an°d rely upon the
.same ass c'onchusive evidence of the truth and accuracy of such.
s atements.. The. Tru .tee shall not. be bound t°o recognize ariy pers'.on
as a Holder of any Note o•r t~o take .any action at his request unless
such Note s°ha11 be deposited witth_ the Trustee or s~aai,sfacto'ry
evidence of '.the ownership o'f such Note shall be furnished to the
Trustee. The Trustee ~inay consult • wth counsel, who may be counsel
to the Commi -sion, with, regard to leg:a'1 questions :and the opi',nion of
such co,uns;e shall be' full and coinpl;et.e authorization and protection.
in res~peet of any acaion taken or su£°fe:red by it hereunder in good
faith :n acco°rdance therewith.
The Trustee shawl not be l:abl.e; for any error n judgment. made in
goo',d f~a:th by a res;po,nsb~le officer;, unleiss it sh•a.ll be proved that
the Trustee was negligent in ascer'tain~ng the pert;rnent; facts.
The Trustee shoal not be liable with respect to any action ta;ke.n or
omitted to be t~a,ken by it ;in good sfait`h :n a,cco'r`da`nce, with the
dir.eet`.,on o,f th'e Holders of not less than a cn~ajor`ity yin aggregate
prncipaa amount o:f the Notes ~at the time o,utst;andirrg 'rela`t•°ing to
the time, me"thod and place of c,onduct;,ng any proceeding for any
remed`y' awail.a~bae to the Trustee, o°r exeres°ing any trust, o~r power
conferred upon the T,ruste.e, under. this Resolution.
Whenever in the administration o~f its du es under th°i;s Resolution,
the Trus'~tee sha~l;l °d'eem it necessary o:r desir.ab~lhe that a "matter be
proved or estab'lisfied prior' :to taking or suf~f~e~r`ing any °acton
hereunder, such mataer (un.les~s other evidence ,n respect thereof be
herein specfi~ca ~,ly pre`scrihed;} shall be; deemed t°o be concl~u ively
proved and establi5h'ed by' t'he cert,f`icat,e. o;f the Commission
Rep`resentat°.ve and such certif'ica:te shall be fula wa:rra~rrty t;o the
Trustee for any actiontaken o.r s:urffered under, the provisions of
this Re`solu'tion upon the f•a'th thereof, `but in its discre~t,ion the
Trustee mag, in: lieu thereof,: accept other evidence of such matter
or may :require such addit;o.nal evdenee as it may deem, rea ona{ble.
'"The Trustee may become 'the .Holder of the Notes wi h the same rights
it would ha=ve i:f it were not the Trusaee; may acquire and disppse of
other note's;, cer'tif,c~ate's., coupons or evidences of ndebt:edness' of •
the Commis~s~on and•:en:forc'e• its ri.gihts as Ho'Lder thereof to the same
extent as if it: were no;t Trustee hereunder; and may acct ass a,
depositary ;fo:r and permit wry of ;ts officers or d'irec ora', to ac.t as
a member of, or in any o't-her capa!c=ity w h respect t°o, a_ny committee
formed t,o° protect ~ the r-gh s of Holder- of Notes, whe"t°he}r o;r not
such committee stiala represent t-he Holders o:f' t'he majority n~
p-rinc~ipal amount of the Notes then Out'stariding,
Page: 2T of 36 •
.,~~i ~:-i~ to t'"
'
The recitals, statements and represen.ta'tions by the Commission
contained, in this Resolution or in t°he Notes shall be taken and
construed as made by a,nd on the part of :th:e Commi sign and not by
the Trustee, °and the Trustee doe not assume, and shall not have,
a;ny res-ponsiblity or obi;gat:ion for the correctness of any such
recitals„s'ta'tements and representations.
The Tr~ust:ee, may execute any of the truss or powers hereof and
perform tYie duties required of it hereunder by or through attorneys,
agents, or receivers, and shall be ent led to advice of counsel
concerning all matters o:f trust and. it duty hereunder, and the
Trustee shall not be answerable fo.r the default or misconduct of any
such attorney, agent, or receiver selee'ted by it with reasonable
care.. The Trustee shall not incur liability for' its exercise of any
dscret;,on or power under this Resolution o:r-.for anyt;hi:ng whatever
in corrne.etion with the funds and account<s established hereunder,
except only for its own willful misconduct or negligence.
No provisi,oh of this Resolution shall require t`he Trustee to eXpsnd
or risk its own funds or otherwise incur any financial liability in
the performance or exe.rcias of any of its duties hereunder,. o r in
the exercise of its rights or power. if it shall have reaso~nab.le
grounds fo'r believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured
to~~ it.
The.. Trustee has no obligation or liabil:i;ty to the Note Holdexs~for
the payment of interest and. principal with respect to the Notes; bu
rather the Trustee's sole obligations are to administer, for the
benefit of the Note Holders, the various funds and accounts
establ'i-shed. in the Resolution.
The Trustee shall not be responsible for the validity or sufficiency
of this Resolution. The Trustee shall not be responsible for the
use by tfie Commission of t°he Notes or the proceeds thereof.
The permissive r.,ght of the Trustee to do or omit to do anything
hereunder shall not. be construed as a duty.
The. Trustee sha 1 .have no duty or obligation whatsoever to enforce
the cola;ecton of or to exercise diligence in the enf;orcemen of the
collec ion o:f` funds assigned to it hereunder, or as to the
correctness of an_y .amounts received,,, .but its li.abili-ty shall be
limited, to the proper accounting for such fund's a°s it shall actually
receive. The Trustee shall have no obligation or responsibility for
providing nf'ormat-i:o:n to the Hoaders concerning the investment
char.acte,r of the Notes, for the suffi,c:i.ency or collection of any Tax
Revenues or other moneys required .to be .paid to it hereunder, or for
the acaions or representations of a_ny other party to this
Re olu.ti;on. The Trustee shall have no obligation or liability to
any of the other pa-rt:ies o~r the Holders of the Notes with respect to
this Resolution or the failure or refusal of the Commission to
perform any covenant or agreement made by any of them under this
Resolution but shall. be responsible solely for the performance of
the duties expressly imposed upon it hereunder.
. Page 28 of 36 ~ ~
t.
The Commiss:on_ hereby ndemn~:if"i•es and agrees .t.o save the Trustee,
its officers, dr~eeto'rs,, agen~ta and empaoyees har,ml.ess from and
against .a11 claims, su s a;nd: acti_;ons brought a'g~ainst a; or to
which- it is .made; a part"y, and from all expenses, losses and damages
suffered by it as a result thereof, wh~e',re and to tYie' ext',ent such
claim, suit or action arises ou.t of the actions o!f the Trustee or
the Commission includnq,but ;not limited to the own"e`rship,, operation
or use of the Redevelopment; Pr~oj•ect by the Comm si:on and . the
perfor-mance of 'dutie`s under this .Res~olut,on. No i"nd`emni,f°~c~at_on ins
made under this S`ecto!n or "e,ls:ewhere in this Resolution for any
claims, suits and acaions brought againsf the" TuEstee, it offcexs,
directors, a'gent~s and employees for w:Llful misconduct; o-r ne,gaigence
under this R'e :olut;on o;r ;n t-he performance of the duties
specifcal.l im oaed u on ,and to be
Y p p p'er;:fo:rmed by :it p,u.rsuant; t;o this
Resolu ion. Ln the even the Commission is requ;fired' to ~,ndemn'ify
the Trustee, it"s officers, di"recto.rs, agents and employees °as" he;re,n
provided, the. Comm'iasion sha11 be subrogated to the .;rights o.f" the
Trustee torecover such los~;se or damages from any other person or
entity.
The: recitals oaf fac _ and. all promise eovenan,ts and agreements
her-rein, in the Notes and in any of the security document d'e-:Livened
to the Trustee purSua:nt to Coven~an,t 9 o;f Section 18' hereof shall be
taken a"s st:aatements, prom es, covenants and. agreements; o~f t`he
Comm"ission,,, sand, the 'Trustee assumes no resp'on'sibility for the
correctness o°f same, and, m"ake's no representa`t;ons as to the validity
or suf•ficieney of this Resolution or of the No"tes o;r of any of the
security documents delivered to the Trustee pursuant to Coven°ant 9
of S`ect%o'n 18 hereof, and s?h`all" incur no responsibility in. r,e's:pect
thereof, other tha in connection wi`t;h the du"tries or obligations
herein or ;n the Note or of any of `the security documents delivered
to the Trustee pursuant to. Covenan;t~ 9 of Section '1.8' `he"reof assigned
to or .imposed upon the T'ru`s'tee. Th°e Trus e'e shall o,t be liable in
connecti,bn with the performance of its du ies hereunder., except fo..r
its own gro.s5 neg;aigence or willful misconduct."
Section 21,. Lost, Stolen, Des'tro,yed or_ Mint°lated Notes.. In the
event that any Note is lost, stolen,, destroyed or mu,tha>ted, the'
Commission w:i,11 cause to be issued a new' Note(s`) similar to the
original "ta repla'ee t<he s,ame in such ;ma ner and upon such reason~abLe
forms an'd conditions, including he payme t of costs and t;he p..osting
~of a surety bond :f the.: Comm_,sFsion" deems: such surety bond ne.ce!ssary,
as .may from time to time; be determined and. pr'esc-ribed by
resoau.t"on.. Th°e Commiss`o:n may au'.thorize such new- Note, to be signed
and 'authenti'cated i'n such manner as it determines in said resohu`tion.
Section '2`2. Can'cell'ato,n of Notes. A11 Notes surrendered to the
Trustee or any firustee for :payment, at the matu,r"ty t;he~re`o"f or,, -n
the case of call and redemption prior to matu~r°ity, at the `redemp"tion
date, shall upon payment the~refo.r 'be _ cancel ed mme;date;l;.y and
forthwith t-ra"nsm~tted to the Treasurer or destroyed `by "the Trustee
at the dir,;ection of the Gommiss~iori, i.n which l~atte,r event a
certificate of destru`cti,on ~sha1_l forthw,:th be. transmitted to tYie
Treasure°r. Any `Notes purchased by the Srustee as of°oresad shall be
t , - : , Page 29 of 36
J Nf r -^Q
YtVti .ISL.
- cancelled immediately and ~f'ort:hw~t'h tr.an°smitted to the Treasurer -or
dest'r.oyed as a'fo:resad~. A1;1 of the canc.ell.ed Notes not thereto~for,e
~destr~yed sha-11 Tema-n in t°he~ custody of the Treasurer until
d`estr,oyed pursuant to du'e auth`orizatiorr..
Section 2'3. Amendments. This Resolution, and the rights and
obligat,i,ons of the Commission and -of the `Holde'rs of the No'~tes 'issued
he~r,eunder, may be modified or amended at any time by s ppleme>n a1
resolution. a'do:pted by the Commiss'io:n {a) w,:thou;t the consent of
Noteholders, if such modification o-r a`me'ndment. ;is for the purpose of
curing -any ambiguities, defects or inconsistent provisions in this
Resoluaion~ o;r to insert such provi"signs c;lar:ifying matters or
quest,iona arising undex this Resolution as are necessary and
desirable to aceompl,sh the same, provided •t?hat such modfica,tioins
or' amendments do not adversely affect tYie rigfits ~of t'he Noteholders,
~as shown by an -.Opi-nion of Counsel, and/or. (b) with the consen of
Noteholders holding sixty percent (60%) in aggregate prnci°pal,
amount of the outstanding Notes, exclusi~.e of Notes, if any, owned
by, the; Gomm=is°sion or the City; provided, however, that no such
modification or amendment shall, without the express consent of the
Holder o:r reg.ster.ed .owner' of the Note affected reduce the pr.nc:ip.al,~
amo.un,t of any Nots, reduce the interest rate: payable thereon, extend
its ma,tur y or the times fo:r.paying interest thereon or change the
morieta~ry medium in which principal a'nd interest is paya-b e, or
reduce. tfie percentage; of consent required for amendment o`r
mod;fi~cation; p'rovi,ded further, that no such modification 'or
amendment "shal'1. of-feet the duties, oblig=ations, responsibilities or
liabilit,e's _ass~:.gned to ox .imposed upon the. Trustee hereunder or in
the No`~t e`s .
- Any act done pur;s,u;an',t to a modification or amendment so consented to
sha.la-be binding upbri -the Holders of all of the Notes, and' shall. not
be deem-ed an iofri;ngemen,t of any of .the. provisions ~of this
ReSo1°ution or of the Law, whatever the ch-a_rac'ter of such act may be,
and may be d'o'ne and perforimed. as fully and.f~reely as it exp;re sly
permitted by the terms of this Resolution, and after such consent-
rehating~to such specified matters h°as been given, no Noteholder
shall have. any right or interest to object to such action or in any
m'ann'er to question the propriety thereof o;r to enjoin or restra,_n
the Commission or ariy ~ officer tYiereof from taking any acstio:n
pursuant thereto.
A. Calling Notehol.de~rs' 'Mee=ti<ng. If the Commi sign ha.l1 des;.,re to
ob.t°a,in any such consent :t shall duly adopt a resolution cal„ling; a
meeting of the Noteholde~r:s for. the purpose of considering the action
the consent to which~s desired. -
B. Notice of Meeting. No,tc'e specifying the- purpose, place, date
and hou-r of such meeting` shall be publi-shed once in a financial
newspaper or journal o-f national circulation published in the City
of New York, New York, uch publication to be no;t less than sixty
(60) days nor more than'ninety (90) days prior to the date fixed for'
the meeting. Such notice shall set forth the nature of t-he proposed
- action consent t'o which is desired. The Commission s~ha11, on or
before the publication of such notice, cause to be mailed a similar
ti~~y
notic:e, postage pre,gaid:, to the r:espec;tive; r~egia`t:er-ed owners thereof
at their addresses appearing o.n the, no a re:gister as ma_n;tai;ned, by
the Trustee: No`ti:ce shwal also be m'a:ile:d to each NotFeholder who has
- failed his name and address; witYi the° 'Trustee for this purpose. T.he
.place, date and hour of holding su~eh meeting and th'e date or dates
of publahirg; aria mailing -such notice shah be determined by the
Gomm-scion in it;s discretion.
The. ac-t.ual receipt .by any NoteholdeFr of notice. of an,y such meet+rrg
shall .not be a cond~aon precedent to the holding of such meeting,
and failure to `r'ece`ive' such not°ice shall not affect the validity, o;f
the proceedings "ther,eat. A certfi.ca'te, by th'e S'ecr~e''t,ary of the
Commission ,appr;oved by ~resolut'on of the` Comm~isa.on, that the
meeting has. been called and t+h~a:t not.iee thereof h~a been given as
herein propded,,, shall be conc usve as aga`ns aril parties and °t
shall not be open: to• any No`tehol,der to show that he failed to
receive actual .no:tce of. such mee`t:ing:.
C:, Voting° .Qual'ifi•ea;tio;ns: The- Trus€ee sha.ll prep,a:re >and deliver ~to
the chairman, oaf the meeting: no later than five (5:) business days
p-rior t;'o such meeting a asta`t'emenf of~ the names ..and addresses of the
reg;stered ow-Hers of Fully Reg ist:ered Notes, such statement to show
maturities, serial numbers and the `principal amounts so that voting
~qualifica~ti.o'ns ca'n be deaermned. No Notehoader~s s•ha11 b_ e ent°tled
to vote at such meeting. un-less the,,r° names app_ea.r upon ..such
stat!emen~'t `No. Noteholde.;r,s shall be °pe~rmitted to vote wifh respect
to a large:r aggrega~ e prneipa;l a-mount of 'Notes than is set against
their names on such, ,s'tafement .
D. Issuer'-Owned Notes. T.he Commaaion co enan~ts that it will
present a,t the meeting a ce;rtf'icate, signed and, vesrif.:ed by one
member Cher:eof and by the Tr.ea;s:urer, stating the se,r'ia1 numb:ear-s,
matu'riti:es and p`rinc;pal. amo'unt's af' -a,11 .No"t es owned by, or he d for
account of , the Commss:o n; o-r ,the City, ~ di;rectl.y o;r ndi;rectly.; No
person. ~s~h_all be permi€ted °at °the me.e,t'i;ng to voa:e or consent` with
respe'c to any' Note appear:ng upon such certi.f°i;c'at~e, or any Note
which i shall `be es;tab'li~slied as or pr':o.r to .the meeting is owned by
the Commission of t:he City, drecy or. indirectly, a,nd no ~su,ch, N,o .e
(in th Re 'o~lut'ion ref~e~rr_ed to, as "'i~~ssuer:-owned Note's"`) sh;a1,I be
counted :in determining whether a quorum i pr.esen.t at the mee;ti;ng;:
E Quor-um ;and Procedure. A representation of apt le:act s:ix~€y
percent (60%,)' in aggt.eg'ate principal amount of ~ the Notes then
ou~tstand`ng (exclusi"ve of suer-owned. Notes, if a'ny`) shall be
necessary to con~stt.ute a quorum at any meeting of Noteholders, bu.t
less t•h.an a qu:or,um may adjourn the. meeting fr=om time t-:o time., and
the mee't'ing ~ may be held as so adjoir;ned without. further not.ice,,
whether such adj:ournme_n:t sh,a1-1: have, been; head by a quorum' or by -Tess
-than a quorum: The Commission shall,,,; ,by an instrument i'n, writing,
-appoin;t a temporary cha,r.man of the mee ng, and they meet.i~ng s~h~a=11 .
be organi-ze;d b,y th`e' election of a permanent chairman and secretary.
At any meeting each Not:eho"lder shall be ent~tLed to one vote for
every $",5,00.0; pr-inc'pal amount: of Notes with respect to which he
shall be qu~a`lif:ed to vote as a;f.oresa~id., a"rid such vote may b'e given
'1 Page 31 of 36
k ' .tif Ytt
y
in person or by proxy duly appointed by an i.ns,tr•ument in writing
presented at the meeting. The Commission and/or•~ the Trustee by
their duly auth'orize'd represent°atives and c'ounsea, may attend any
meeting of the Noteholders, but sha1T not be required to do so.
F. Vote Requ~.red. At any 'such meeting held as aforesaid there
shall be submitted fo:r the cons~ider.a,tion °and action of the
Noteholders a statement of the propo ed antion' consent to which is
desired, and if such a'c't,ion shall be co rented to and approved by
Noteholders holding a least sixty pereen;t (6Q%} in aggregate
principal amount of the Notes then ou.ts't:anding (exclusive of
issuer-owned Notes,. if any) the chairman. and secretary of the
meeting sh°all so certify in writing to the Commission, and such
certificate shall cons~t•tute complete ~evidenc'e of consent o;f the
Noteholders under the proviso-ns of this Resolution. ~A certificate
signed and verified by 'the chairman an'd' the ~s'ecretary o.f: any such
meeting shall be conclusaiv.e evidence and the on y competent evidence
of matters stated in such certificate relating to pr°oceedings taken
at such meeting.
Sec>tion 2<4. Proceeding's Constitute C'ontr'act; Event o,f Defaul;t and
Remed-ies of Noteholders. The provisions of thi Resolution, o;f' the
resolutions providing for the sale o:f the. Notes and award g 'the
Notes`~'~and fixing the. interest rate thereon, and of any other
resolution s~up;plemen.tng' or amending this Resolu_tion,. shall
const-itute a contract beaween the Commi-sson and the N'otehol.de;rs and
the p~rovisi,ons the eof s-hail be enforceable by any Noteholde f.or
the equal benefit and protection of all Noteholders similarly
situated by mandamus, accounting, mandatofry injunction or any other
suit,!'-~ae.tion or .proce'ed'ing a,:t law o-r i,n equity that is :now o;,r .may
her~ea~f~ter be authorized under the laws of th'e State of. California in
a'ny cou-rt of aompe ent jurisdiction.. Said contract is made under
and 'is to be construed in accordance: with the' laws of the -State of
California. The following provisions shall not limit the generality
of the foregoing.
A. Events of Defaua.t: If one or more of the following events
("events of def`aul't"') s~ha11 happen, that i°s to s'ay--
(l) if default shall be made by the Commission in the due and
punctual payment o:f any i,ns aliment of interest on any Note when
and as such interest installment shall become dine andpayable;
(2;) if def:au,lt .shall. be made bg th:e Commisa.ion in the due and
punctual payment of the prneipaa .of any Note. when 'and a ~ the
same shall- become du:e and payable; whet°he~r at maturity as
therein expressed, by declaration o.r otherwise;
(:3') if default shall be made by the Commission in the
observance of any of the covenants, agreemen s or con'dt,ions
contained in .this Resolution or in the Notes, and such default
shall have continued for a period of thirty (30) days; or
Page 32 of 36 ~
h.
. ~ ^ ~ 1~~
'~S't
(4) if the- Commission sha11 file a petition ar answ;ear seeking
reorganization or arrangement under the federal bankruptcy haws,
o r any ot~he;r a~,p.pl i c a b l.e l,a,w o f t°h;e Unit°e d S t a`tefs. 'o~f Ame•r i c;a , o r.
if a couxt o;rf competent fur"i diction shall approve a pe,t•tio:n.,
• filed with or wtho.u.t ahe consen of the Commission;.,, seeking
reor,gariiz;aton~ under th°e federal bankrupacy laws or an•y •ot~her
. -
applica'ba,e law o.f the .United Saa~tes of America, or- if°, undetr ahe
provisions o•f any other law for the relief or aid of de;bt:o~rs,
any court oaf; competent jur,sdiction shall assume custody or
control of 'the Commission or oaf t~h~e whole o-r any subs a°ntal
part: of its property;
then, a,nd 'in each and every such c,a~se> du.r;ng the cunt;nua;nc'e of such
event oaf de`fault., t°he Tr:u~stee may; upon notice in writing to t;he
Commission ,ri accordance with Section 29 hereof oar if req,ues ed by
the Holders of not- ke 5 than a m'a,_j'or;.ty in ag.gre.gate p.rnc;p_al
amount of the Notes a't the time o;ii•tsta~nding decalare 'the p.r°incipa;l of
all of the :Notes then, outsaandng and t•_he interest accrued thereon,
to be dine , ands payab>le immedi.a<tel;y,, and, upon any such:. decla:rato:n the
same stall 'bec'ome and ha 11 be immediately due and payab.le~, anyth,-ing
in this Reso,Tution nor 'i'n the Notes to the contrary notw~ths'tandng.
Such decla~rati.on ma:,y be rescinded by the Holders o,f. not le,s than a
majo=rity~ of the Notes then o,utstan'ding p;rovi,ded• th`e, Commission •cur`es
such default or defaults' inc.huding the ;deposit with. the Trustee of a
sum suf;fc;en to pay all principal on the Notes maatur.ed p,r~o:r Ito
such declaration and a1.1 mat;u~red ins;talaments of i•nte;r,e.s~t •(if any)
upon a'la the Notes, with n;tere t aa, the rate o,f twe`1°ve pe~r.cent
12'%
( ) per annum on such over,du:e insta•llmen s of p~rincip~al sand., to
the extent such p:agment of interest orn mt.e=rest is aawful at t~h~a
time, , ,on such, overdue install'men~tss of interest, so .that' the
Commission i;s curr,ently in compliance: :with al'1 pay,.ment~ depos.t and,
trar~r safer pr'oyis,ons of this Resolution,, and amount suff~icent t°o p:ay -
ariy ungad fees .or expenses `recur:red by •the Tr.u ace hereunder
B. Certain Remedes__ of Noteho dens. Subject to the, pr.ovi;s.o.ris~ of
subs;ecaon F' of ~th_is Sec ion 24;, zany Noteholder shall, with consent
and direction h•a.ve the, rig'h for the equal. benefit and protec.ti.on
of all Noteho ders similarly itu,a' ed--
- - .
(1) by` mand`amus', suit a.c.t i,on o.r •p;roceed~i ng , t.o compel the
Commission a_nd is membe:rs., officers., agents or employees °to
perfo°r;m each and every •te;rm, pr:ov'is,ion and covenant cont,ai;ned in
this Renolu-t.on and iri the Notes, a:nd to require the carrying
ou't of "any' or all ~s~uch covenant"s and a°g~reemen~ts of the
Commission and they fulfillment of a11. duties inposed upo:n it 6y
the Law; ~ -
{2) by suit, action, oar pr:oceedi-ng in equity, to enjo-in any acts.
or t'h~ings which . ,are unlawful, or ahe violat.:on • of a'ny of the
Note'ho-Tders' r.ghas•; o_r
• P`a g e 3 3 o f 3~.6
- -
• . .
' (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 requir-;e -the Commission and. its
members and employees to account a if it and they were the.
trustees of an express trust.
C. Non-Waiver. Nothing in this Section o;r in any other pr;;ovisions
of this Resolution, or ri the Notes, shall.. affect or impair the
obligation of the Commission, which is absolute and unconditional,
to pay the principal of and interest on the Notes to the respective
Holders o-f the Notes at the respectivedates of maturity, as herein
provided, or affect o'r impair the right, which is also absolute and
unconditional, of such Holders to ins'ti'tute suit to enforce such
payment by virtue of the contract embodied in :the Notes.
No remedy conferred hereby' upon any N.o .eholder is intended to. be
exclusive of any other remedy, but each. such remedy is cumu-lat,ve
and in addition to .every other remedy a.nd may be exercised without
exhausting and without regard to any other remedy conferred by the
Law or any other law of the State of Ca,lif:orna. No waiver o:f any
def,a,u t or breach .of any du y or contract by .any Notehold'er shall
aff;ec any subsequent default or breach. No delay or omission of
any No eholder, to exercise any right or power- accruing upon a;ny
default shall impair any such right o:r power or shall be construed
as a,t~waiver of any such default or acquie cence therein. Every
substantive right and every remedy conferred upon the Noteholders
may be enforced and exercised as often as may be deemed expedient;
provided, however, that each .such .remedy exercisable by the.
Notehoade~rs shall be exercised at the direction of acting alone. In
case any suit, action or proceeding to enf;or:ce any right or exercise
a:ny remedy 5ha-11 be brought o;r taken and should said suit., action or
proceeding be abandoned, or be determined adversely to the
Noteholders, then, and in every such case., the Commission, and the
Noteholders sha`11 be re~sto ed to their former positions, rights and
remedies as if such suit, action or proceeding `had not been brought
ar taken.
D. Actions by Agent as Attorney-in=Ract Any suit, aetio.n or
proceeding which any Holder of Notes sha:Tl have the right. to br"ng
to enforce any right or remedy hereunder, may be brought by t'he
Trustee for -the equal benefit and pro:tect`ion of all Holders of Notes
similarly situated and the Trustee is hereby appointed (and the
successive respective Holders and r-egstered owners of the Notes
issued hereunder, by taking and' holding the. same., shall be
conclusively deemed so to have app,o:inted: it) the true and lawful
attorney-in-fact~~ of the respective r:eg;;sacred owners of the Notes
for the purpose~of bringing any such sui action or proceeding, and
to do and perform any and al.l acts and t;hi_ngs for and on behalf of
the respective registered owners of ,'the Notes as a class or classes _
as may be necessary o,r advisable in. 'the opinion of the Trustee as
such attorney-i -fact..; provided that the Trustee shall not be
required to enforce a,ny of said. rigFhts or remedies unless the
Trustee is indemnified against all costs and expenses including
attorney's fees arising from .actions.
' Page `34 of 36
E. Application .of Fund`s..
All moneys. received by the Trustee pursuant to .any r;-.gh:t given or
action 'taken under she p.r'ovis,ions of; . this R.es;olu't;ion shall be
deposited into the S,pec,ia,I Fund and applied in the f~oll.owing order
upon.. presentation andsurrender of. the several Notes,: or .the.
stamping thereon of th.e payment if only partially paid in ari amount
not. equal to $5, 000~or a muatple thereof -
Fi_rst;, to the pay[nen of cos s, and expenses of the .Trustee and
of the No;teholde:rs in d'ecla:r,ng such Event o-f. Default or otherwise
and exercising any remed`.es therefor, inc-lud~ing rea~s.onable
compensati.o;n to it or its agents, attorneys and' counsel;
Second, to the payment to the perrsohs entitled thereto of all
payments of. int~e;rest then due in the. order of the payment da~~te of
such iriter.est, and, if the amount ai~~a"ilable shall no't. b.e sufficiemt
to pay °n full any payment of interest dire on the s-ame date°; then to
the' payment thereof ratably, according to the amo'.unts du'e~. the'.reon,
to the pe.r5'ons entitled thereto, without any dis_crimn~ation or
preference; and
T:hr.d„ to the paymeri.t to the per ons entitled thereto of the
unpaid principal which s,haal have become due with respect to any
Note,, whether on the Note payment date thereof or by caI for'
pr,ep'ayment, in the order of their dine dates, with inter-;e,s o_n the
overdue prinei,pal and interest a~t a rate equal to the :rate paid, wi h
respect t;o the Notes and, if the amount avai.labae~ is not s.uffic.ient
to pay `in full all the amounts due with respect t.o the Notes on any
date., together with such in Brest; then to the payment thereof
ratably, according to 'the amounts of p~r;nc,pal due o;n such dace .to
the
pe~r'sons enti .led thereto, without any d`i.scr;m°n,ation or
preference.
F'. General: Afaer the issuance and delivery 'of the Notes, this
Resolution, and any su_~pplement°al reso`lution~s hereto., shah. be
irre;pealabl:e, but shai;l be s,ubjec-t to modif'cation q;r amendme`nt to
the extent and in the manner provided i.n this, Resolution, but to no
greater extent and in nq ot;her manner
Section 25: CUS.IP Numbers . CUSI'P i~dent'if;cat°on numbers w 11 be
mpr:iri,ted o;n the Notes, but such numbers shall no.t coms't:tute a part.
of the contract evidenced ,by the Notes and; no liability shall
here'a_fter aa,tach to the Commiscs:ion or any,, of -the of,f`:ice.rs or' agent
thereof bec'aus'e of or on acco;u-nt , of said numbers . Any error o,r
omission w'i'th respect to said numbers shall not constitute cause fo,r
refusal `by the succes.sfu`1 bidder t'o accept deliwe,ry of and pay f:or
the Notes.
Section 26. .Severn°bilty: If any covenari' ag're,ement ~ or
'p'rovision, or any portion thereo-f, contained i-n thin Resolution, or
the applic`at'ion t'hereo,f to a~riy person or circumstance, is he 1.d to :be
unconsttu,tona invalid or unenf~:oxceable,, the remainder o;f this
Resolution and the ap.pli:c`aton o.~f any such covenant, ag;reemena, or
provision,, or po°rtion thereof,, to other persons or c~ircumstanees,
a
Page.:3;5 of 36 ~
~T ; r,
shall be deemed severable and shall not be affec ed, and this
Reso cation and the Notes issued pursuant here o shall remain valid
acrd the Noteholders shah retain a,ll 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
~'appoin,tment and .duties: of a Tru•st,ee are held to be unconstitutional,
iriva.lid or unenforceable, said duties shall be performed by the
Treasurer.
Section 27. Parties Ln'tere`sted Herein. Nothing in this Resolution
expressed ox implied is intended or shall be construed to confer
upon, o;r to give t.o, any person o.r entity, other than the.
Commission, the. Trustee, if any, and the Holders of the Notes, any
right, remedy or cla-m unnder or by reason of this Resolution or any
covenant, condition or st,:pulat;ion hereof,, and all covenants,
stipulations,. promises. and agreements in this Resolution contained
by and on behalf of the Commission shall be for the sole and
exclusive benefit of the Commission, the Trustee, if any, and the
Holders of the Notes.
Section 28. E-ffective Date. This Reso cation shall take effect
upon adoption.
4 PASSED AND .ADOPTED at a regular meet~,~g f the Petaluma Community
Development Commission held on 2~ 1988 1988, by the
follow-ng rote:
-A
Commis inner AYE NO ABSENT
Woolsey x
Sobel x
Tencer x
Cavanagh x
Balshaw x
Vice Chair Davis x
Chairman Hilligoss x
fr
r~ ~ ~ a. ~~fx~x~~cx~~~~xxCx~~3k~~xxx
F-~ ~ ~ - Michael Davis, Vice Chairman
.-F' :ATTEST • - ,
~f
~ -
= .
4!
zL:, er,na,r"d: Recording Secretary
1~\\\\
Page 36 of 36
4 ~
EXH LB I T A
(FORM OF NOTE)
UNITED STATES' OF ,AMERICA
STATE OF CALIFORNIA
COUNTY OF SONOMA
CITY OF PETALUMA
PETAL'UMA CQMMUNI'TY DEVELOPMENT COMMISST;ON
PETALUMA COMMUNITY DE~IELOPMENT PROJECT
1988 TAX ALLOCATION NOTES
Interest Rate: Original Issue Date: Maturity Dater CUSIP:
[.RATE] November 1, 1988 November 1, 1993
Registered Owner:
Principal Amount: Dollars
The PETALUMA COMMUNITY DEVELOPMENT COMMISSION (hereinafter
sometimes called the "Commission"), a public body, corporate and
politic, duly organized and existing under the laws of the State of
Ca ifornia, for value received, hereby promises to pay (but soleay
out of t'he funds her.einaf`ter mentioned) to the registe=red owner
abo a named or regia~tered assigns (heren sometimes referred to as
the "registered owner"), the Principa Amount a`s above set forth and
to pay such reg tered owner on the app`l.icab e interest payment date
- by check or draft maed to him or her as his or her name and
address appear on~the register kept by the Trustee at the clone of
business on the £ifteent'h, "(15th) day of the month preceding each
interest paymen date, interest ~on such principal amount from the
interest payme"nt date next preceding the date of registration hereof.
`(unless (i) the date of .registration hereof is an interes€ payment
date, in which event from that intere's't payment date, ( i) the" date
of registration hereof is' prior to Ma,y 1.., 1989, in whichevent from
November- 1, 1.9'8$, until the principal- hereof shall have been paid or
provided :for in accordance w:tYi the ResoT~ution hereinafter referred
to, or (iii) the"" date of registration hecreof is after 'the fifteenth
(15.th) day of the month preceding an interest payment date, in which
event from Ghat interest payment date) , apt the rate of ntere ~t p`er
annum as above set. forth, pays+ble sem.annu-ally on May 1 and
November 1 in each year commencing on May 1,, 1989. Both principal
of this Note and the interest hereon a;re payable 'i.n lawful money of
the United. State"s o:f America, and (exeept~for interest which is
A - 1
~ ~ • J
payable.. `by check or draft :a_s stated above„) pa::yab_le at. the corporate
trust o:ff'ce of Barrk o€ Americ:a,, National Trus,:t ,and S:avi_ngs
Association, Trustee for. the Commission, in Sari Frane`isco,
California.
In the event that the Commiss-:o;n i-.s unab"Le to effect a
subsequent ;s~sue of notes to pay the principal o;f the Notes _a.t
maturity a"s provided in Coven~an 14 of Section 18 of the Resolution
(as defined herein.), the Notes shall co;nt;nue to bear interest a't
the stated rate payable each M'ay 1 and November 1 anal w 1.1 be
called; 'by lot, as funds become avail.a-ble .for .payment of grinc;pal.
Th'i;s! Note and. the Merest hereon a:re no't a debt of t°he
City of Be;aaluina; the S;tat;e of Ca.l:forna o,r a'ny o'f its paliti.ca'1
subdivisions, a;nd neither ~s'a:id. Cit-g, said State nor any of s
political subdivisions , is la°ble hereon, -nor in any event sha. th°:is
Note or said interest be payable out of any funds or prop:erti:es
other than the funds of the C'o`mmission as set forth in t_he .
Resolution hereinafter memt,ioned. Th-.s Note does no const~i;tute an
indebtedness within, the meaning of any cons~ttutiona or sta;t.utory
debt l:mita;ti:on or res,trieti,o'n. Neither the members; o~f t'h,e
Commission nor .any persons . `execut-ing this Note are liable` personally
on .this Note by reason of it's issuance. .
Bond Counsel has exp.~resis'ed xio opinion that nt_er;e t on the
_ .
Notes a; exclud:abl:e from gro`Ss i`nc`ome for federal income t;!ax
purposes. Eacfi. Notehoade~r shou:Td con ul his o:r he`r f inaneia.l
advso~r or attorney regar.d,ng :the effect o:f the p.ur.c~has~e o,f t;he
Notes, with r,espeet to the tax ~ staaus of the interest t`o be received
hereon..
REFERENCE. IS HEREBY MADE T,O THE FURTHER. PROVISIQNS OF 'THTS
NOTE SET FORTH ON' THE REVERSE HEREOF',. WHICH FURTHER PROVPSIONS SHALL
FOR ALL PURPOSES HAVE THE SANiE;EFEECT AS IF SET FORTH IN THIS PLACE.
This Note. s~h`al.l n:ot b.e entita..ed to -any 'bene~f'°t under tshe
Resoaution,, o:r become valid, or o~bligaaory fo.r any pu,r~po.se~, until the
certificate .o;f, au~thent=.cat~ion hereon endorsed sii`a.ll have been igned
by the Trustee.
It is hereby- recited, cer't;fied an`d decla'r'ed that, ari,y and
aa1 a,ets, conditions and things required to exist,, to happen and .to
be performed. p;reced'en.t to and in, the .issuance o`f th;is No-te exist.,.
have ha
ppened and have b'e~en perfor-med in due time, form and. manner
as required by the Constitution a'nd, laws of t"he S~tat'e of Ca;lif'orn'a.
A - 2
:~:y °r
~IN WITNESS WHEREOF, the. Petaluma Community Development
Commission has; caused this ,Note to be signed on its behalf by its
Chairman by 'his manual or facsimile signature and by its Secretary
by his manual or facsimile signature, and the seal of said
Commission to be imprinted or reproduced hereon, all as of the first
' ('1st) day of November, 1988.
Chairman of the Petaluma
Community Development Commission
Secretary of ahe Petaluma
Community De-velopment Commission
(SEAL)
A - 3
A
r t
e
CERT:I'FICATE OF AUTHENTICATTON
OF FULLY REGISTERED NOTES
`T-his is one of the Fully Registered Notes described in the
within-:mentioned Resolution.
Date of Authentication:
,BANK. OF AMERICA, NATIONAL TRUST
AND SAVING'S ASSOCIATION,
as Trustee
By
Authorized Signatory ~ _
A - 4
.y
(REVERSE SIDE"OF NOTE)
This Note is one of a duly authorized issue of Notes of the
Commis_s,ion des.igria,ted "Petaauma Community Development Commission,,
Pet<a_1u_ma Community Devel,opmen~t 'Proj'ect, ::1.988 Tax Alloc,a't,on Notes"
(herein called th'e ''Notes") , in agg~rega,te principal amount equal. to
$4, T95, 000, all of like tenor (excep't far maturity dates, interest
rates, :n'o'te. numbers ,and amounts') and all of which have been issued
purauant to and in full conformity with the: Cons,t'tu~tion and laws of
the State o'f Ca.lif'orni:a and p°a,rt-cularly theCommunity R'edevelo.pment
Law (Part 1 o:f D'vsio_n 2<4, of the Health. and Safety Code of the
State .of California) (the "Law") and a~s pe.rmitted by Government Code
Section 5~9~00, e_:t ~s;eq. , for the pu,rpo e of aiding ,n the financing of
the Redevelopment Projeca above designated, and are a"u`thorzed by
and 'issued pursuant to R'esoluti:on No.. [RESO] adopted by the
Commiss-io'n o.n [;RESQ, DATE]:, a amended,, copies of which are on file
'wit`h t-heSecretary of the Commission and the Trus ee (s`aad
Resolution No. [R'ESO] being herein referred to as t;he
"Res~olu ion"
The Notes- are: equally secured in accordance with the
terms of` the Resol,ut'ion, ref`erenc'e t`,o which is hereby made for a
spe'c:ific description of the secur::ty therein provided fo.r said,
Notes, for the nature, extent and. manner o£ enforcement o,f sued.
security, f;qr the covenants aid agreements made f'or t°he bene,fr:t of
the Noteholders, and -for a statement of the righ.t~s' of the
Noteholders, and. by the aceeptariee of this Note they r'egis'tered owner
hereof con;sen s to all o:f; the 'terms, conditions and' pr;owisons of
said Reso'lu.t,on. In the manner prod:ided in tihe Re'solu`tio`n, said,
Reso'1ut;io.n and t'he rights and obligations of .the Commission and of
the No'teholdexs may (w,th cerf;ain excepaio°n~s; as staged in sa°id
Resolution) be modified or amended with the consent of the
registered owners of sixty percent (60%) i;n ag,gregate pr.~i,nci:pal
amount o~-f oiitstand'ing Notes, excaiisiv`e of issuer=owned Notes; unles's
the mo'dif:ca~to;n o.r .amendment is fo-r th,e purpose of curing
ambiguities, defects, etc. , in wh,ch, case ` no No'teholder'a consent, is
"required.
The princi,pa;l of this Note and the ritere t he=neon ars
secured `by an' irrevo.eabae .pledge of, and are payable; ,solely o„ut of,
the Tax Revenues (as such term is defined in said Reso.luton with
t_Fie exce;pt,ons and, exclusions a° stated therein) a_nd, certain other
funds, a`11 as more par~t:cularly sea fo;rtYi in the. Resol,ut'i,on. Said
R'esolut~on. is ado;pt:ed under and this:.. 'Note is issued unde=r. and i<s' to
be construed in accordance with the laws of the St.aae of 'Cali€ornia.
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The :Notes shall. not be subject to redemption, prior to May 1, 1992.
' The Note may be called before maturity and redeemed; at the option
of the Commission, on. e"ac:h May 1 o:r Novembe;r 1 commencing May 1,
1-9.92, in whole or in part, upon notice a,s pr°ovided h'e•r.ein,, from
amoun s on deposit in the S'nk;ng Fund Account each August 1 and
February 1 commenc"ing February 1, 19'92. Note so' called for
redemption shall be redeemed a,t a redemption price, for. each ;redeemed
Note equal to the pr`neipal• amount thereof, plus accrued interest to
the redemptio date.
If less than all of the Notes are redeemed at any one time, the
Notes to be redeemed shall be determined' by lot.
Notice of call and redemption shall be given as provided in the
Resolution.
This Note is is ued in. fully registered form (herein
sometimes ref.err~ed to as a ''Fully Register-ed Note" Thus Note may
be exchanged fo.r a l.i"ke aggregate principa•1 amount, of Fully
Registered Notes of other authorized denominations of the. same
issue, all as more fully set forth in the Resolution. This Note is
transferable by the registered owner hereof, in person or by his or
her attorney duly authorized in writing, at the corporat°e .trust
office of the Trustee in San Francisco, California, but only in the
manner, object, to the limitations and. upon payment of the charges
provided in °t'he ReS.olution, upon sur-render and. cancellation of this
Note. Upon .such transfer a new Fully Registered Note of any
• authorized d`eriomination. or denominations for; the same aggregate
• principal amount of the name 'issue will be sued to the transferee
in exchange therefor.
The: Commission .and any Trustee mag treat the, registered
owner hereof as the absoLut;e; owner -hereof .for: all purposes, a,nd the
Commission and any Trustee shall not be affected by any notice to
the contrary.
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(FORM OF ENDORSEMENT"ONi FULLY REGISTERED NOTES)'
This Fu`11y Reg°ist~e`r'ed Note (issued. in, fully reg.ster'ed form.
without cou',po`ns) 'is issued in the denom-n;a ion. :of $5, OQ'Q,, or any
whble mu ti:ple .•the~reof~, aggre.gat'ng the, face value hereof' and Fualy ,
Re.gist:e:red Notes' o;f this same issue and of the d'enomiri~a"t.on. of
$5, 000 wi,,il be _ss.ued in exchange fo:r th Note i;n the manner, with
the effect. ~a'nd under the terms -and con'dit;o:n~s stated o`n t~h.eface of
the Note and in .the Resolution referred to therein.
(FORM OF ASSIGNMENT' OF .FULLY R'EGISTERED': NOTES')'
For v"aloe rec,eiwed h'er.eby sel.`ls,
as ,igns and tra°ns"fera unto
the wi°thn-mentioned N,o`tes
and h~er~eby irrevocably constlitut,es and appoints
_ at-tor;ney; ~ to
tr~ansf;e.r the same on the books o~f the Trustee with f,ul'1 power of
substitution in the premises.
Dated
Signature Guaranty NOTE:. The s.gn`atur~e, t,o t;h;is
as"sg"nmen must. corrres;p'ond w.,,t,h,
the mame as `wr.'i't;ten o;~n the face o:f
the within Note in every
particular,. w.itho,ua. alterat'i;on or
en.la~rgement o:r any` change
whatsoe er .
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