HomeMy WebLinkAboutPCDC Resolution 84-8 12/03/1984
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PETALUMA COMMUNITY
DEVELOPMENT COMMISSION
RESOLUTION N0. g4-8
Authorizing the Issuance of
$1, 075, 000 Principal Amount of
Petaluma Central Business District Redeverl~opment P-roject
Tax Allocation Bonds
Series A
Adopted December 3, 1984
TABLE OF CONTENTS
Page
RECITALS 1
ARTICLE I- AUTHORIZATION OF BONDS; DEFINITIONS............ 1
SECTION 1.01. Authorization 1
SECTION 1.02. Definitions 1
SECTION 1.03. Equal Security........ 6
ARTICLE II- THE BONDS 7
SECTION 2.01. Author"ization 7
SECTION 2.02. Terms of Bonds 7
SECTION .2.03. Redemption 8
SECTION 2.04. Sinking Fund Redemption 9
SECTION 2.05. Form of Bonds 10
SECTION 2.06. Execution of Bonds 15
SECTLON 2.07. Transfer of Fully Registered Bonds.... 16
SECTION 2.08. Bond Register 16
SECTION 2.09. Temporary Bonds 16
SECTION 2.10. Bonds Mutilated, Lost, Destroyed
or Stolen 17
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ARTICLE III- ISSUE OF BONDS;- ADDITIONAL BONDS 17
SECTION 3.01. Issuance of Bonds 17
SECTION 3.02. Application of Proceeds of Sale
of Bonds 17
SECTION .3.03. Petaluma Central Business
District Redevelopment Project
Redevelopment Fund 18
SECTION 3.04. Issuance of Additional Bonds.......... 18
SECTION 3.05. Validity of Bonds 19
ARTICLE LV- TAX REVENU&S; SPECIAL FUND AND ACCOUNTS....... 19
SECTION 4..01. Pledge of Tax Revenues 19
SECTION 4.02.' Petaluma Central Business District
Redevelopment Project Special Fund.. 20
SECTION 4.03'. Establishment and Maintenance of
Accounts for Revenues; Use and
.Withdrawal of Revenues............... 20
SECTION 4,.04 Purchase of Bonds 22
ARTICLE V- OTHER COVENANTS OF THE COMMISSION 22
SECTION. 5.01. Punctual Payment 22
SECTION 5.02. Accumulation of Claims for Interest... 22
SECTION 5.03. Against Encumbrances 23
SECTION 5.04. Management and Operations of
Properties 23
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SECTION 5.05. Payment of Claims 23
SECTION 5.06. Books and Accounts; Financial
Statements 23
SECTION 5.07. Protection of Security and Rights of
Bondholders 24
SECTION 5.08. Payment of Taxes and Other Charges..._. 24
SECTION 5.09. Completion of Project 24
SECTION 5.10. Taxation of Leased Property........... 24
SECTION 5.11. Amendment. of Redevelopment Plan and
Disposition of Property.............. 25
SECTION 5.12. Single Sum Payment in Lieu of Taxes... 26
SECTION 5.13. Further Assurances 26
ARTICLE VI- THE FISCAL AGENT 26
SECTION .6.01. Appointment of Fiscal Agent........... 26
SECTION 6..02. Liability of Agent.................... 28
SECTION 6.03. Notice to Agent 28
SECTION 6.04. Deposit and Investment of Moneys in
Funds 28
SECTION 6.05. No Arbitrage 29
ARTICLE VII- MODIFICAT`I0N OR AMENDMENT OF THE RESOLUTION.. 29
SECTION 7.01. Amendments Permitted..............'...... 29
SECTION 7.02: Bondholders' Meetings... 30
SECTION 7.03. Procedure for Amendment with Written
Consent of Bondholders 30
SECTION 7.04. Disqualified Bonds 32
SECTION 7.05. Effect of Supplemental Resolution..... 32
SECTION 7.06. Endorsement or Replacement of Bonds
Issued After Amendments 32
SECTION 7.07. Amendatory Endorsement of Bonds....... 33
ARTICLE VIII- EVENTS OF DEFAULT AND REMEDIES. OF BONDHOLDERS 33
SECTION 8.01. Events of Default and Acceleration of
Maturities 33
SECTION 8.02. Application of Funds upon Acceleration 34
SECTION 8.03. Other Remedies of Bondholders......... 35
SECTION. 8.04. Non-waiver 35
SECTION 8.05. Actions by Fiscal Agent as
. Attorney-in-Fact 36
SECTION 8.0:'6. Remedies Not Exclusive 36
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ARTICLE TX- MISCELLANEOUS 36
SECTION 9.01. Benefits of Resolution Limited to
Parties 36
SECTION 9.02. Successor Is Deemed Included in All
References to Predecessor........... 37
SECTION 9..03. Discharge of Resolution 37
SECTION 9.'04. Execution of Documents and Proof of
Ownership by Bondholders............ 38
SECTION 9.05. Waiver of Personal Liability.......... 38
SECTION 9..06. Publication for Successive Weeks...... 39
SECTION 9.07. Destruction of Cancelled Bonds........ 39
SECTION 9.08. Notices and Demands on Commission..... 39
SECTION 9.09. Partial Invalidity 39
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RESOLUTION NO.~~
Authorizing the Issuance of $1,075,000 Principal Amount of
Petaluma Central Business District Redevelopment Project
Tax Allocation Bonds, Series A.
WHEREAS, the Petaluma Community Development Commission
(the "Commission") is a redevelopment agency, a public body,
corporate and politic, duly created, established and authorized
to transact business and exercise powers under and pursuant to
the provisions of the Community Redevelopment Law of the State
of California, including power to issue bonds for any of its
corporate purposes; and
WHEREAS, all the requirements of law have been
complied with in the adoption of a redevelopment plan for the
Petaluma Central Business District Redevelopment Project, in the
City of Petaluma, California; and
WHEREAS, the Commission has determined to issue bonds
to aid in the financing of said redevelopment plan as in this
Resolution provided;
NOW, THEREFORE, BE IT RESOLVED BY THE PETALUMA
COMMUNITY DEVELOPMENT COMMISSION, as follows:
ARTICLE I
AUTHORIZATION OF BONDS'; DEFINITIONS
SECTION 1.01. Authorization. The Commission has
reviewed all proceedings heretofore taken and has found, as a
result of such review, and hereby finds and determines, that all
conditions, things and acts required by law to exist, happen or
be performed precedent to.and in connection with the issuance of
the Bonds do exist, have happened and have been performed in due .
time, form and manner as required by law, and the Commission is '
now duly empowered, pursuant to each and every requirement of
law, to issue the Bonds in the manner and form provided in this
Resolution.
SECTION 1.02. Definitions. Unless the context
otherwise requires, the terms defined in this Section 1.02
shall., for all purposes of this Resolution and of any resolution
supplemental hereto, and of any certificate, opinion or other
document herein mentioned, have the meanings.-herein specified.
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Commission
"Commission" means the Petaluma Community Development
Commission, a public body, corporate and politic, established
under the Law.
Treasurer
"Treasures" means the Finance Director, also known as
the Finance Officer, of the Commission.
Annual Debt Service
"Annual Debt Service" means the amount of principal
and interest then due or to become due on the Bonds (and any
Additional Bonds) on the next following July.l and January 1.
Articles, Sections
A11 references herein to "Articles," "Sections" and
other subdivisions are to the corresponding Articles;, Sections
or subdivisions of this Resolution, and the words "herein,"
"hereof, "hereunder" and other words of similar import refer to
this Resolution as a whole and not to any particular Article,
Section or subdivision hereof.
Bonds
• "Bonds" means the Petaluma Community Development
Commission, Central Business District Redevelopment Project, Tax
Allocation Bonds, Series A, and, to the extent required by any
Supplemental Resolution, any Additional Bonds authorized by, and
at any time outstanding pursuant to, this Resolution or any
Supplemental Resolution.
"Additional Bonds" means Bonds of the Commission
issued in accordance with Section 3.04.
Federal Securities
"Federal Securities" means United States Treasury
notes, bonds, .bills or certificates of indebtedness or those for
which the faith and credit of the United States are pledged fos
the payment of principal and interest; obligations issued by
banks for cooperatives, federal land banks, federal intermediate
credit banks, federal home loan banks, the Federal Home Loan
Bank Board, the Tennessee Valley Authority, or any obligations,
participations; or other instruments of or issued by, or fully
guaranteed as to principal and interest by, the.Federal National
Mortgage Association; all as and to the extent that such
securities are eligible for the legal investment of Commission
funds.
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Financial Newspaper or Journal
"Financial newspaper or journal" means The Wall Street
Journal or The Daily Bond Buyer or any other newspaper or
journal devoted to financial news and selected by the Fiscal
Agent, whose decision shall be final and conclusive.
Fiscal Agent
"Fiscal Agent" means the Fiscal Agent appointed by the
Commission and acting as an independent trustee with the duties
and powers herein provided, its successors and assigns, and any
other corporation or association which may at any time be
substituted in its place, as provided in Section 6.01.
Fiscal Year
"Fiscal Year" means any twelve-month period extending
from July 1 in one calendar year to June 30 of the succeeding
calendar year, both inclusive, or any other twelve-month period
hereafter selected and designated by the Commission as its
fiscal year.
Holder, Bondholder
"Holder" or "Bondholder" means the registered owner of
any outstanding Bond.
Independent Certified Public Accountant
"Independent Certified Public Accountant" means any
accountant or firm of such accountants duly licensed or
registered or entitled to practice and practicing as such under
the laws of the State of California, appointed by the
Commission, and who, or each of whom:
(1) is in fact independent, and not under domination
of the Commission;
(2) does not have any substantial interest, direct or
indirect, with the Commission; and
(3) is not connected with the Commission as an
officer or employee of the Commission, but who may be regularly
retained to make annual or other similar audits of any of the
books of the Commission.
Independent Financial Consultant
"Independent Financial Consultant" means any financial
consultant or firm of such consultants appointed by the
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Commission with the written concurrence of the Fiscal Agent, and
who, or each of whom:
(1) is in fact independent and not under the
domination of the Commission;
(2) does not have any substantial interest, direct or
indirect, with the Commi sion; and
(3) is not connected with the Commission as an
officer or employee of the Commission, but who may be regularly
retained to make reports~to the Commission.
Independent Real Estate Consultant
"Independent Real Estate Consultant" means any real
estate consultant or firm of such consultants appointed by the
Commission with the written concurrence of the Fiscal Agent, and
who, or each of whom:
(1) is in fact independent and not under domination
of the Commission;
(2) does not have any substantial interest, direct or
indirect, with the Gommi;ssion; and
(.3) is not connected with the Commission as an
officer or employee of the Commis5'ion, but who may be regularly
retained to make reports to the Commission.
Law
"Law" means the Community Redevelopment Law of the
State of California, constituting Part 1 of Division 24 of the
Health and Safety Code of the State of California, and the acts
amendatory thereof and supplemental thereto.
Maximum Annual Debt Service
"Maximum Annual Debt Service"' hereof means the largest
sum obtained .f or any fiscal year during the life of this issue
by totaling the following for each such fiscal year:
(1) The principal amount of all Bonds (including any
Additional Bonds) payable in such fiscal year and outstanding at
the time of such computation;
(2) The interest which would, be due during such
fiscal year on the aggregate principal amount of Bonds
(including Additional Bonds) which would be outstanding in such
fiscal year if the Bonds outstanding on the date of such
computation are retired as they mature.
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Project, Petaluma Central Business District Redevelopment Project
"Project" or "Petaluma Central Business District
Redevelopment Project "means the undertaking of the Commission
pursuant to the Redevelopment Plan and the, Law for the
redevelopment of the Project Area and for other improvements
either within or without the Project Area to the extent such
improvements are of benefit to the Project Area.
Project Area
"Project Area." means the project area as described in
the Redevelopment Plan.
Redevelopment Plan
"Redevelopment Plan" means the Redevelopment Plan for
the Petaluma Central Business District Redevelopment Project
adopted and approved as the Official Redevelopment Plan of the
Project by Ordinance No.. 1221 adopted by the City Council of the
City of Petaluma, State of California, on September 27, 1976,
together with any amendments thereof or supplements thereto.
Report
"Report" means a Report in writing signed by an
Independent Financial Consultant or an Independent Real Estate
Consultant and including:
(1) a statement that the person. or firm making or
giving such Report has. read the pertinent provisions of this
Resolution to which such Report relates;
(2) a brief statement as to the nature and scope of
the examination or investigation upon which the Report is based;
(3) a statement that, in the opinion of such person
or firm, sufficient examination or investigation was made as is
necessary to .enable said consultant to express an informed
opinion with respect to the subject~~matter referred to ih the
Report.
Resolution
"Resolution" means this Resolution adopted by the
Commission .under th'e Law.
Supplemental `Resolution
"Supplemental Resolution" or "supplemental resolution"
means any resolution then in full force and effect which has
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been duly adopted by the Commission under the. Law, or any act
supplementary thereto or amendatory thereof, at a meeting of the
Commission duly convened and held, at which a quorum was present
and acted thereon, amendatory of or supplemental to this
Resolution; but only if and to the extent that such Supplemental
Resolution is specifically authorized hereunder.
Tax Revenues
"Tax Revenues"-means all taxes .allocated to, and paid
into the Special Fund of the Commission pursuant to Article 6 of
Chapter 6 of the Law and Section 16 of Article XVI of the
Constitution of the State of California, and as provided in the
Redevelopment Plan, including all payments and reimbursements,
if any, to the Commission specifically attributable to ad
valorem taxes lost by .reason of tax exemptions and tax rate
limitations.
SECTION 1.03. Equal Security. In consideration of
the acceptance of the Bonds by those who shall hold the same
from time to time, this Resolution shall be deemed to be and
shall constitute a contract between the Commission and the
holders from time to time of the Bonds and Additional Bonds, and
the covenants and agreements herein set forth to be performed on
behalf of the Commission shall be for the equal and
proportionate benefit, security and protection of all holders of
the Bonds and Additional, Bonds, priority or distinction as to
security or otherwise of any of the Bonds and Additional Bonds
over any of the others by reason of the number or date thereof
or the time of sale, execution or delivery thereof, or otherwise
for any cause whatsoever, except as expressly .provided therein
or herein.
ARTICLE II
THE BONDS
SECTION 2.01. Authorization. Bonds in the aggregate
principal amount of one million seventy five thousand dollars.
($1,075,000) are hereby authorized to be issued by the
Commission under and subject to the terms of this Resolution and
the Constitution and laws of the State of California. This
Resolution constitutes a continuing agreement with the holders
of all of the Bonds issued or to be issued hereunder and then
outstanding to secure the full and final payment of principal
and premiums, if any, and the interest on all Bonds which may
from time to time be executed and delivered hereunder, subject
to the covenants, agreements, provisions and conditions herein
contained. The Bonds are designated as the "Petaluma Community
Development Commission, Petaluma Central Business District
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Redevelopment Project, Tax Allocation Bonds, Series A.'~ The
Bonds may be issued as term bonds .or in such series as from time
to time shall be established and authorized by the Commission,
subject to the provisions and conditions herein contained.
SECTION 2.02. Terms of Bonds. The Bonds shall be
dated January 1, 1985. The Bonds shall be issued as fully
registered Bonds without coupons in the denomination of $5,000
or any authorized multiple thereof. The Bonds shall be
substantially in the forms hereinafter set forth.
The Bonds of Series A shall be term bonds, all of
which mature on January 1, 2010.
The Bonds shall bear interest .at the rate designated
by the Commission at the time of the sale of the Bonds, but not
to exceed twelve per cent (12%) per annum, payable semiannually
. on July 1 and January 1 in each year. :Both the principal of and
interest on the Bonds shall be payable in lawful money of the
United States of America at the principal office of the Fiscal
Agent in San Francisco, California.
The bonds shall bear interest from the interest
payment date next preceding the date of registration thereof
unless such date of registration is an interest payment date, in
which event they shall bear interest from such date, or unless
such date of registration is prior to the first interest payment
date, in which event they shall bear interest from January 1
1985; provided, however, that if, at the time of registration of
any Bond, interest is in default on outstanding Bonds, such Bond
shall bea-r interest from the interest payment date to which
interest has previously been paid or made available for payment
on the outstanding Bonds. Payment of the interest on any Bond
shall be made to the person appearing on the-Bond registration
books of the Fiscal Agent as the registered owner thereof,. such
interest to be paid by check or draft mailed to the registered
owner at his address as it appears on such registration books or
at such address as he may have filed with the Fiscal Agent for
that purpose.
SECTION 2.03. Redemption.
(1) The Bonds ofSeries A may be redeemed before
maturity at th'e option of the Commission, from any source of
available funds, as a whole o::r in part by lot, on any interest
payment date on or after January 1, 1991, at the following
redemption prie.es (computed upon the principal amount of Bonds
called for redemption) together with accrued interest to the
date of redemption:
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102 % if redeemed on or before July 1, 1991;
101-1/2% if .redeemed thereafter and on or before July 1 1992;
101 % if redeemed thereafter and on or before July 1, 1993;
100-1/2% if redeemed thereafter and on or before July 1, 1994; and
100 % if redeemed thereafter and before maturity.
(2) Any additional Bonds issued pursuant to
Section 3.04 of this Resolution may be made subject to
redemption prior to maturity, as a whole or in part, at such
time or times, and upon payment of the principal amount thereof
and accrued interest thereon plus such premium or premiums, if
any, as may be determined by the Commission at the time .such
Additional Bonds are authorized and as shall be set forth in the
Supplemental Resolution. providing for the issuance thereof.
Such Supplemental Resolution shall provide that in the event
that less than all of said Additional Bonds outstanding issued
pursuant to Section 3,.04 of this Resolution are to be redeemed
at any one time, such Additional Bonds redeemed shall be in the
proportion that the principal amount of outstanding Additional
Bonds bears to the total principal amount of all the then
outstanding Bonds and Additional Bonds.
(3) The Fiscal Agent shall cause notice of any
redemption to be published once not less than thirty nor more
than sixty days prior to the date fixed for redemption in a
financial newspaper or journal, printed in the English language
and customarily published on each business day, of general
circulation in San Francisco, California, and in a similar
newspaper or journal of general circulation in New York, New
York. Such notice shall state the redemption date and the
redemption price and shall designate the serial numbers of the
Bonds to be redeemed by giving the individual number of each
Bond or by stating that all Bonds between two stated numbers,
both inclusive, have been called for redemption, and shall
require that such Bonds be then surrendered, at the option of
the respective holders thereof, at the office of the .Fiscal
Agent or at the office of any of the Paying Agents, for
redemption at the said redemption price, giving notice also that
further interest on such Bonds will not accrue after the
redemption date.
A similar notice shall be mailed by the Fiscal Agent
to the respective registered owners of any Bonds designated for
redemption, at least thirty but not more than sixty days prior
to the. redemption date, at their addresses appearing on the Bond
registration books in the office of the Fiscal Agent; but such
mailing shall not be a condition precedent to such redemption
and .failure to mail or to receive any such notice shall not
affect the validity of the proceedings for the redemption of
such Bonds.
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After the date fixed for redemption, if notice of such
redemption shall have been duly published and funds available
for the payment of the principal of and interest (and premium,
if any) on the Bonds so called for redemption shall have been
duly provided, such Bonds so called shall cease to be entitled
to any benefit under this Resolution other than the right to
receive payment of the redemption price, and no interest shall
accrue thereon on or after the redemption date specified in such
notice.
Whenever any Bonds are to be selected for redemption
by lot, the Fiscal Agent shall determine, iri any manner deemed
by it to be fair, the serial numbers of the Bonds to be
redeemed, and shall notify the Commission thereof.
A11 Bonds redeemed pursuant to the provisions of this
Section, and all Bonds purchased by the Fiscal Agent pursuant to
Section 4.04, shall be cancelled and shall be surrendered to the
Commission.
SECTION 2.04 Mandatory Sinking Fund Redemption. The
Bonds of Series A are subject to mandatory redemption by lot
from sinking fund (principal) payments required to be made by
the Commission beginning on January 1, 1996. and on each
January 1 thereafter until final redemption shall be made at a
redemption price equal to the principal amount to be redeemed
together with accrued interest thereon to the date fixed for
redemption without premium, and pursuant to the schedule set
forth below:
Sinking Fund Principal Sinking. Fund Principal
Redemption Date Amount Redemption Date Amount
1996 $30,000 2004 $.70,000
1997 $35,000 2005 $ 80,000
1998 $40,000 2.006 $ 90,00.0
1999 $40,000 2007 $100.,000
2000 $45,000 2008 $110,000
2:0.0:1 $50,000 2009 $125:,00"0
2002 $55,000 2010 $140,000
2003 $65,000
Tri the event that bonds have been redeemed or
otherwise retired, at the option of the Commission, the
mandatory redemption requirement shall be reduced 'on a basis
approximately proportionate to the bonds previously redeemed.
The Commission shall be required out of Tax Revenues
to deposit with the Fiscal Agent for transfer to the Sinking
Fund (Principal) Account by December 1, prior to the January 1
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each year when bonds are required to be redeemed, sums
sufficient to provide for such: mandatory redemption as provided
for herein and as set forth in Section 4.03.
SECTION 2.05. Form of Bonds. The Bonds and the form
of Fiscal Agent's certificate of authentication and
registration, and assignment to appear thereon, shall be
substantially in the following forms, respectively, with
necessary or appropriate variations, omissions and insertions,
as permitted or required by this Resolution:
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[FORM OF FULLY REGISTERED BOND]
No. $
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
COUNTY OF SONOMA
PETALUMA COMMUNITY DEVELOPMENT COMMISSION
PETALUMA CENTRAL BUSINESS DISTRICT
REDEVELOPMENT PROJECT
TAX ALLOCATION BOND
SERIES A
The Petaluma Community Development Commission., a
public body, corporate and politic, duly organized and existing
under and by virtue of the laws of the State of California (the.
"Commission"), for value received, hereby promises to pay to
or registered assigns, the
principal sum of Dollars ) on
,19 (subject to any right of prior redemption
hereinafter expressly reserved); and to pay interest thereon
from the interest payment date next preceding the date of
registration of this Bond (unless this Bond is registered on an
interest payment date, in which event it shall bear interest
from such date, or unless this Bond is registered prior to
July 1, 1985, in which event it shall bear interest .from
January 1, 1985) until payment of such principal sum in full at
the rate of per annum, payable semiannually on July 1 and
January 1 in each year., Both the principal of and interest on
this Bond are payable in lawful money of the United States of
America. at the principal office of -Bank of America NT & SA (the
"Fiscal Agent"), in San Francisco, California.
This Bond is one of a duly authorized issue of
Petaluma Community Development Commission, Petaluma Central
Business District Redevelopment Project, Tax 'All,ocation Bonds,
Series A, of the Commission (the "Bonds"), limited in aggregate
principal amount to One Million Seventy Five Thousand Dollars
($1,075,000) and consists or may consist of varying
denominations, numbers, redemption and other provisions, all
issued and to be issued pursuant to the Constitution and laws of
the State of California, including the Community Redevelopment
Law (being Part 1 of Division 24 of the Health and Safety Code
of the State of California) and the acts amendatory thereof and
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supplemental thereto, and pursuant to a resolution (the
"Resolution") adopted by the Commission on 19_ All of
the Bonds are equally and ratably secured in .accordance with the
terms and conditions of the Resolution, to which reference is
hereby made for a specific description of the security therein
provided and of the nature, extent and manner of enforcement of
such security, and a statement of the rights of the registered
owners of the Bonds; to all of the provisions of which the
registered owner of this Bond by his acceptance of this Bond,
consents and agrees.
The Bonds are issued by the Commission to aid in
financing the redevelopment of the Petaluma Central Business
District Redevelopment Project Area,, a duly designated
redevelopment project area, in Petaluma,. California, and are
special obligations of the Commission, secured by a first and
exclusive pledge of the Tax Revenues (as such term is defined in
the Resolution), all as more particularly set forth in the
Resolution.
The Commission hereby covenants and warrants that, for
the payment of this Bond together with all other Bonds issued
under the Resolution and interest thereon when due, there has
been created and will be maintained in said office of the Fiscal
Agent, in San Francisco, California, a special fund (herein
called the "Petaluma Central Business District Redevelopment
Project Special Fund") into which all the Tax Revenues (as that
term is defined in the Resolution) shall be deposited to pay the
principal of the Bonds when due, and to pay interest on the
Bonds when due, and as an irrevocable charge the Commission has
allocated said Tax Revenues solely to the payment of the Bonds
(and any Additional Bonds authorized by the Resolution) and will
pay promptly when due the principal of and interest on this Bond
and all other Bonds of this issue out of said Petaluma Central
Business District Redevelopment Project Special Fund, all in
accordance with the terms hereof and the provisions set forth in
the Resolution. Additional Bonds payable from the Tax Revenues
may be issued on a parity with the Bonds of this authorized
issue, but only subject to the conditions and limitations
contained in the Resolution.
The -Bonds shall be subject to redemption prior to
their re pectve. stated maturity date at the option of the
Commission,, from any source of available funds, as a whole or in
part by lot, on any interest payment date on or after January 1,
1991., at the following -redemption prices (computed upon the-
principal amount of Bonds called for redemption) together with
accrued interest to the date of redemption: .
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102 % if redeemed on or before July 1, 1991;
101-1/2% if redeemed thereafter and on or before July 1, 1992;
101 % if redeemed thereafter and on or before July 1, 1993;
100-1/2% if redeemed thereafter and on or before July 1, 1994; and
100 % if redeemed thereafter and before maturity.
The Bonds are subject to mandatory redemption by lot
from sinking fund (principal) payments required to be made by
the Commission beginning on January 1, 1996 and on each
January 1 thereafter until final redemption shall be made at a
redemption price equal to the principal amount to be redeemed
together with accrued interest thereon to the date fixed for
redemption without premium, and pursuant to the schedule set
forth below:
Sinking Fund Principal Sinking Fund Principal
Redemption Date Amount Redemption Date Amount
1996 $30,000 2004 $ 70,00.0
1997 $35,000 200:5 '$.80;000
1998 $40,000 20.06 $ 90,000
1999 $40,000 2007 $100,000
2000 $.45,000 2.008 $110,000
2OD1 $50, 000 2009' $125.,.0.00
2002 $~55, 000 2010 $140, 000
2003 $65,000
In the event that bonds have been redeemed or
otherwise retired, at the option of the Commission, the
mandatory redemption requirement shall be reduced on a basis
approximately proportionate to the bonds previously redeemed.
The Bonds are issuable as fully registered Bonds
without coupons in denominations of $5,000 and any authorized
multiple thereof.
This Bond is transferable by the registered owner
hereof, in person or by his attorney duly authorized i-n writing,
at said office of the Fiscal Agent, but only in the manner,
subject to the limitations and upon payment of the charges
provided in the Resolution, and upon. surrender and cancellation
of this Bond. Upon such transfer a new fully registered Bond,
of authorized denomination or denominations, for the same
aggregate principal amount will be issued to the transferee in
exchange herefor.
The Commission and the Fiscal Agent may treat the
registered owner hereof as the absolute owner hereof for all
purposes, and the Commission and the Fiscal Agent shall not be
affected by any notice to the contrary.
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The rights and obligations of the Commission and of
the holders and registered owners of the Bonds may be modified
or amended at any time in the manner, to the extent and upon the
terms provided in the Resolution, but no such modification or
amendment may (°1) extend the maturity hereof or reduce the
interest rate hereon, or otherwise alter or impair the
obligation of 'the Commission to pay the principal hereof, or
interest hereon, or any premium payable on the redemption
hereof, at the time and place and at the rate and in the
currency provided. herein, without the express consent of the
holder of this Bond, or (2) permit the creation by the
Commission of any mortgage, pledge or lien upon the Tax Revenues
(hereinbefore referred to) superior to or on a parity with the
pledge and lien herein and in the Resolution created for the
benefit of the Bonds, or reduce the percentage of Bonds required
for the affirmative vote or written consent to an amendment or
modification, except as provided in the Resolution, or
(3) modify any of the rights or obligations of the Fiscal Agent
or of any paying agent without its written assent thereto; all
as more fully set forth in the Resolution.
This Bond is not a debt of the City of Petaluma, the
State of California,, or any of its political subdivisions, and
neither said City,-said State, nor any of its political
subdivisions~is liable Hereon, nor in any event shall this Bond
be payable out of any funds or properties other than those of
the Commission. The Bonds do not constitute an indebtedness
within the meaning of any constitutional or statutory debt
Limitation or restriction.
It is hereby certified that all of the conditions,
acts and things required to exist, to have happened or to have
been performed precedent to and in the issuance of this Bond do
exist, have happened and have been performed in due time, form
and manner as required by law.
This Bond shall not be entitled to any benefit under
the Resolution, or become valid or obligatory for any purpose,
until the certificate of authentication and registration hereon
endorsed shall have been signed by the Fiscal Agent.
IN W,TTNESS WHEREOF, the Petaluma Community Development
Commission has caused this Bond to be executed in its name and
on its behalf by its Chairman and its Secretary,~and the seal of
the Commission to be reproduced hereon, all as of 19_
PETALUMA COMMUNITY
DEVELOPMENT COMMISSION
By
Chairman
By _
Secretary
[Seal]
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• "
[FORM OF FISCAL AG&NT'S CERTIFICATE OF AUTHENTICATION
AND REGISTRATION TO APPEAR ON REGISTERED BONDS]
This is one of the Bonds described iri the
within-mentioned Resolution and authenticated and registered
this day of 19_
as Fiscal Agent
By
Authorized Officer
[FORM OF ASSIGNMENT]
For value received the undersigned do(es) hereby sell,
assign and transfer unto the within-mentioned
Registered Bond and hereby irrevocably constitute and appoint
attorney, to transfer the same on the
books of the Fiscal Ag"ent with full power of substitution in the
premises
Dated:
NOTE: The signature(s) to this Assignment must
correspond with the ;name(s)` as.written on "the
face of the within Registered Borid in every
particular, without alteration or enlargement or
any change whatsoever.
SECTION 2.06. Execution of Bonds. The Bonds shall be
executed on behalf of the Commission by the signature of-its
Chairman and the signature of-..its Secretary who are in office on
the date of the adoption of this Resolution or at any time
thereafter, and the seal of 'the Commission sha11'be impressed, "
imprinted or reproduced by facsimile thereon. Each of such
signatures may be. :affixed by facsimile thereof. If any officer
whose signature appear on any Bond ceases to be such officer
before. delivery of-the Bonds to the purchaser, such signature
shall nevertheless be as effective as if the officer had
remained in off°ce until the delivery of the Bonds to the
purchaser. Any Bond may be signed and attested on behalf of the
Commission by such persons as at the actual date of the
execution of such Bond shall be the proper officers of the
Commission although at the nominal date of such Bond any such
person shall .not have been such officer of the Commission.
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Only such of the fully registered Bonds as shall bear
thereon a certificate of authentication and registration in the
form hereinbefore recited, executed and dated by the Fiscal
Agent, shall be valid or obligatory for any purpose or entitled
to the benefits of this Resolution, and such certificate of the
Fiscal Agent shall be conclusive evidence that the Bonds so
registered have been duly authenticated, registered and
delivered hereunder and are entitled to the benefits of this
Resolution.
SECTION 2.07. Transfer of Fully Registered Bonds.
Any fully registered Bond may, in accordance with its terms, be
transferred, upon the books required to be kept pursuant to the
provisions of Section 2.07 by the person in whose name it is
registered, in person or by his duly authorized attorney, upon
surrender of such fully registered Bond at the principal office
of the Fiscal Agent in San Francisco, California, for
cancellation, accompanied by delivery of a written instrument of
transfer in a form approved by the Fiscal Agent, duly executed.
No transfers of fully registered`Bonds shall be
required to be made during the 15 days next preceding each
interest. payment date.
SECTION 2.08. Bond Register. The Fiscal Agent will.
keep or cause to be kept, at its principal office in San
Francisco, California., sufficient books for the registration and
transfer of the Bonds, which shall at all times .be open to
inspection by the Commission; and, upon presentation for such
purpose, the Fiscal .Agent shall, under such reasonable
regulations as it may prescribe, register or transfer or cause
to be registered or transferred, on said books, Bonds as
hereinbefore provided.
SECTION 2.09. Temporary Bonds.. The Bonds may be
initially issued in temporary form exchangeable for definitive
Bonds when ready for delivery. The temporary Bonds may be
printed, lithographed. or typewritten,- sh'al.l be of such
denominations as may be determined by-the Commission, shall be
without coupons and .may contain such reference to any of the
provisions of this Resolution as may be appropriate. Every
temporary Bond shall be executed by the Commission upon'the same
conditions and in substantially the same manner as the •
definitive Bonds. If the Commission issues temporary Bonds it
will execute and furnish definitive Bonds without delay, and
thereupon the temporary Bonds may be surrendered, for
cancellation; in exchange therefor at the principal office of
the Fiscal Agent in San Francisco, California, and the Fiscal
Agent shall.d_e,liver.in exchange for such temporary Bonds an
equal aggregate principal amount of definitive fully registered
Bonds of authorized denominations. Until so exchanged, the
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•
temporary Bonds shall be entitled to the same benefits pursuant
. to this Resolution as definitive Bonds authenticated and
delivered hereunder.
SECTION 2.10. Bonds Mutilated,, Lost, Destroyed or
Stolen. If any Bond shall become mutilated, the Commission, at
the expense of the ovine<r of said Bond, shall execute, and the
Fiscal Agent shall thereupon deliver, a new Bond of like tenor
and number in exchange and substitution for the Bond so
mutilated, but only upon surrender to the Fiscal Agent of the
Bond so mutilated. Every mutilated Bond so surrendered to the
Fiscal Agent shall be cancelled by it and delivered to, or upon
the order of, the Commission.. If any Bond shall, be lost,
destroyed, or stolen, evidence of such loss,destruction or
theft may be submitted to the Commission and the Fiscal Agent
and, if such evidence be satisfactory to bath and indemnity
satisfactory to them shall be given, the ..Commission, at the
expense of the owner,. shall execute, and the Fiscal Agent shall
thereupon deliver;. a new Bond of like tenor and number'-n lieu
of and in substitution for the Bond so lost.,, destroyed. or
stolen. The Commiss.on..may require payment of a sum not
exceeding the actual cost of preparing each :new Bond issued
under this Section and of the expenses which may be incurred by
the Commission and the Fiscal Agent: in the premises. Any .Bond
issued under the prows-ons of this Section in lieu of any Bond
alleged to be lost., destroyed o.r stolen shall constitute an
original additional contractual obligation on the part of the
Commission whether or not 'the Bond so alleged to be lost,
destroyed or stolen b`e at any time enforceable by anyone, and
shall be equally and proportionately entitled to the benefits of
this Resolution with all other Bonds issued pursuant to this
Resolution.
ARTICLE III
LSSUE OF BONDS; ADDITIONAL BONDS
SECTION 3.01. Issuance of Bonds.. At any time after
the adoption of this Resolution the Commission ma.y sell and
deliver Bonds ,in the aggregate principal amount o.f One Million
Seventy Five Thousand Dollars ($1,075,000):
SECTION 3::02. Application of Proceeds of-Sale of
Bonds. Upon the receipt of payment for any of the Bonds when
the 'same' sh_:all have.. been 'sold by the Commis ion, the proceeds
thereof shall be g:aid_to the Treasurer of the Commission, who
shall forthwith transfer or set aside and deposit the proceeds
received from. such sale in the following respective funds or
accounts:
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•
(1) The Treasurer shall Transfer to the Fiscal Agent,
and the Fiscal Agent shall set aside in the Interest Account
established pursuant to Section 4.03 a sum equal to the accrued
interest received upon the sale of the Bonds.
(2) The Treasurer of the Commission shall set aside
the remainder of such proceeds in the Redevelopment Fund
established pursuant to Section 3.03.
SECTION 3.03. Petaluma Central Business District
Redevelopment Project Redevelopment Fund. There is hereby
created a fund to be known as the "Petaluma Central Business
District Redevelopment Project Redevelopment Fund" (herein
called the "Redevelopment Fund"), which the Commission hereby
covenants and agrees to cause to be maintained and which shall
be held in trust by the Treasurer of the Commission. The moneys
in such fund shall be used in the manner provided by law solely
for the purpose of aiding in financing the Project. Such
Treasurer shall pay moneys from the Redevelopment Fund upon
receipt of warrants drawn thereon and signed by the Finance
Director and at least one duly authorized officer or member of
the Commission. The Commission warrants that no withdrawal
shall be made from the Redevelopment Fund for any purpose not
authorized by law. All or any moneys in excess of that amount
required to complete the Project may also be transferred from
the Redevelopment Fund to the Special Fund.
SECTION 3.04. Issuance of Additional Bonds. In
addition to the Bonds, the Commission may, by Supplemental
Resolution, establish one or more additional series of Bonds to
finance or refinance the Project in such principal amount as
shall be determined by the Commission, subject to the following
specific conditions which are hereby made conditions precedent
to the delivery of any such Additional Bonds issued under this
Section:
(1) The Commission shall be in compliance with all
covenants set forth in this Resolution.
(2) The taxes eligible for allocation (pursuant to
the Law and the Constitution of the State of California and from
which Tax Revenues are derived) as shown on the equalized
assessment roll next preceding the issuance of such additional
series of Bonds shall be equal to at least one and twenty-five
one-hundredths (1.25) times the total Maximum Annual Debt
Service on all series of Bonds and Additional Bonds then
outstanding and on the additional ,series of Bonds (except
refunding bonds issued to refund Bonds or Additional Bonds)
.proposed to be issued.
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•
(3) The Commission shall have received from an
Independent Certified Public Accountant a certificate stating
that the requirements of subsection (2) of this Section 3.04
have been complied with.
(4) The Supplemental Resolution providing for the
issuance of such Additional Bonds under this Section shall
provide that:
(i) Interest on said Additional Bonds shall be
payable on July 1 and January 1 in each year of the term of such
Additional Bonds;
(ii) The principal of such Additional Bonds shall
be payable on January 1 in any year in which principal is
payable.
(5) The Commission shall have received all required
app.r.ovals or rulings •from any governmental authority having
jurisdiction over such Additional Bonds or their terms,
including, without limitation, compliance with all requirements
of the Department of the Treasury of the United States.
SECTION 3.05. Validity of; Bonds.. The validity of the
_ authorization and issuance of the Bonds shall not be dependent
upon the completion of the Project or upon the performance by
any person of his obl°iga~tion with respect to the Project.
ARTICLE IV
.TAX REVENUES; SPECIAL FUND AND ACCOUNTS
SECTION 4.0,1. Pledge of Tax Revenues. The Bonds
shall be secured by a first. pledge (which pledge shall be
effected in the manner and to the extent hereinafter provided)
of all of the Tax Revenues and all of the moneys in the Reserve
Account.. The Tax Revenues are. hereby allocated in their
entirety to the payment of the principal of and interest on the
Bonds and, until the payment in full thereof, the Tax.Revenues
shall be app ied solely to the payment of such principal and
interest and to transfer to the Re erve Account for that purpose
and as provded.in-.this Resolution. This pledge and allocation
of Tax Revenues is for the exclusive benefit of the Bonds and
shall be irrevocable until all of the Bonds have been paid.. and
retired. The Commission will not issue any obligation or
security superior to or on a parity with the Bonds authorized
pursuant to S'ect'ion 2.01, howsoever denominated, payable in
whole or in part from the Tax Revenues (other than Additional
Bonds or refu_ndi;ng bonds issued solely for the purpose of
refunding all of the then outstanding Bonds and Additional
Bonds), until all of the Bonds have been paid and retired.
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SECTION 4.02. Petaluma Central Business District
Redevelopment Project Special Fund. There is hereby created a
special fund to be known as the "Petaluma Central Business
District Redevelopment Project Special Fund" (the "Special
Fund"), which the Commission hereby covenants and agrees to
cause to be maintained and which shall be held in trust by the
Fiscal Agent. The Commission shall pay or cause to be paid to
the Fiscal Agent all of the Tax Revenues, and. the Commission
covenants that it will.:, so far as permitted by law, authorize
and direct, and does hereby authorize and direct, the payment of
such Tax Revenues by the respective taxing agencies, as defined
in Article 6 of Chapter 6 of the Law and Article XIII,
Section 19 of the Constitution of the State of California,
directly to the Fiscal Agent. All Tax Revenues at any time paid
into the Special Fund shall be held by the Fiscal Agent in trust
for the benefit of the holders and registered owners from time
to time of the Bonds and shall be disbursed, allocated and.
applied solely for the uses and purposes hereinafter in this
Article IV set forth. Provided the Bonds a-re not in default,
any Tax Revenues paid each year to the Fiscal Agent which are in
excess of those required to pay sinking fund payments and
interest for the following calendar year, and to mainta-in the
Reserve Fund at the requi-red level, shall be returned to the
Commission by the Fiscal Agent on or after April 1 of each
year. Such excess may be used by the Commission for any lawful
purpose. So long as any of the Bonds are outstanding, the
Commission shall not have any beneficial right or interest in
the Tax Revenues, except only as in this Resolution provided and
such moneys shall be used and applied by the Fiscal Agent as
hereinafter set forth in this Article IV.
SECTION 4.03. Establishment and Maintenance of
Accounts for Revenues; Use and Withdrawal of Revenues. All Tax
Revenues in the Special Fund shall be immediately set aside by
the Fiscal Agent in the following respective. special accounts:
(each of which is hereby created and each of which .the
Commission covenants and agrees to cause to be maintained), in
the following order of priority:
(1) Interest Account,
(2) Principal Account,
(3) Reserve Account.
~A11 Tax Revenues in each of said accounts shall be
held in trust by the Fiscal Agent and shall be applied, used and
withdrawn only for the purposes hereinafter authorized in this
Section 4.03.
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. i
(1) Interest Account.. On or before June 1, 1985, and
on or before June l o:f each year thereafter, the Fiscal Agent
shall set aside from the Special Fund in the Lnterest Account an
amount equal to the aggregate amount of the interest becoming
due and payab e'on the outstanding Bonds on the next two
succeeding intere t payment dates. No deposit need.be made .into
the Interest Account "if the amount contained therein is at least
equal to the interest to become due on. the next two succeeding
interest payment dates upon all of the Bonds sued hereunder
and then outstand~i:ng: ;All moneys in the Interest Account shall -
be used and withdrawn„by-the Fiscal Agent sole.l.y for the purpose
of paying the infe~res~t on the Bonds as it shall become due and
payable (including ae.c"rued interest on any.Borids purchased or
redeemed prior to maturity pursuant to this Resolution).
(2) Sinking Fund (Principal).Acco.unt. On or before
December 1, 1995, aril on o_r before December 1 of each. year
thereafter, the Fiscal ,;Agent shall set aside f-rom the Special
Fund in the Sinking Fund Account (also referred to at times as
the principal account) an amount equal to the aggregate yearly
amount of principal becoming due and payable on the outstanding
Bonds on the next sinking fund redemption date.
No deposit need be made into the Sinking Fund Account
so long as the amount c'oritained therein. is sufficient to pay the
principal of all Bonds issued hereunder and then outstanding,
and maturing by their terms on the next succeeding January 1.
All moneys -n the, Sinking Fund Account shall be used
and withdrawn by the Faca`1 Agent solely for the purpose of
redeeming Bonds as required pursuant to this Resolution.
(3) Reserve Account. On .January 1, 1985, but in no
event later than the date of sale and delivery of the Bonds
herein, the Commission shall deposit with the Fiscal Agent a sum
equal to the total debt service scheduled to be paid to
bondholders of Series A during the succeeding. calendar year.
Thereafter on or before June 1 of each year the Fiscal Agent
shall make additional depo its to the Reserve Account out of Tax
Revenues sufficient to maintain in said Reserve Account the
Minimum Reserve Requirement. The Minimum Reserve Requirement
shall be an ,.amount equal to the principal and interest payments
to be made to bondholders of Series A then outstanding during
the succeeding calendar year but in no event shall such Minimum
Reserve Requirement exceed an amount equal to maximum annual
debt service for any year. Except as otherwise provided in this
Section and in Section 6.04, all money in the Reserve Account
shall be used and withdrawn by the Fiscal Agent solely for the
purpo e of replenishing the Interest Account or Principal
Account in the event-o:f any deficiency in either of said
accounts, or for the purpose of paying interest and principal on
the Bonds if no other funds are available therefor.
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SECTION 4.04. 6p-to_.nal Purchase of Bonds. At the
direction of the Commission, and out of Commission funds not
other-wise required to meet sinking., interest or reserve fund
payments, the Fiscal Agent may apply such funds to the purchase
of Bonds, if available, as and when and at such prices
(including brokerage and other expenses but excluding accrued
interest which is payab e from the Interest Account) as it may
in its discretion determine except that the purchase price
(excluding accrued interest) shall not exe'eed the principal
amount of such Bonds (excluding accrued interest) plus the
premium applicable on the next following redemption date. A11
Bonds purchased purswant to this Section shall be cancelled by
the Fiscal Agent and delivered by the Fiscal Agent to, or upon
the order of, the Commi:ss-ion.
ARTICLE V
OTHER. COVENANTS OF THE COMMiSSION
SECTION 5.0.1. Punctual Payment, The Commission will
punctually pay or :cause to be paid the principal and interest to
become due in respect of all the Bonds,; :in 'strict conformity
with the terms of the: Bonds and of thi Reso ution, and it will
faithfully observe'~and perform all of the conditions, covenants
and requirements of 'this Resolution and all supplemental
resolutions and of the Bonds. Nothing herein contained shall.
.prevent the Commission from making advances of its own moneys
howsoever derived to any 'of the uses or purposes referred to
herein.
SECTION 5.02. Accumulation of Claims for Interest.
In order to prevent any accumulation of clai-ms for interest
after maturity, the .Commission will not. directly or indirectly,
extend or consent. to the extension of the time for the payment
of any claim for interest on any of the Bonds and will not,
directly or indir.ec ly; be a party to or approve any such
arrangements by purchasing or funding said claims for interest
or in any other manner. In case any such claim for interest
shall be extended. or funded, whether or not with the consent of
the Commission, such claim for interest so extended or funded
shall not be~ entitled; in case of default hereunder, to the
benefits o,:f "ths.,:Resoluton, except subject to the prior payment
in full of the principal of all of the Bonds then outstanding
and .of :all c aims for interest which shall not have been so
extended o-r ~ funded .
SECTION 5.Q3. Against Encumbrances. The Commission
will not encumber, pledge or place .any charge or lien upon any
of the T:ax Revenues superior to or on a parity with the pledge
and lien herein created for the benefit of the Bonds and .any
Additional Bonds.
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" SECTION 5,04. Management and Opera ions of
" Properties. The Commission will manage and operate all
properties owned by the Commission and~co.inprising any part of
the Project in a .sound and business-like manner, and will keep
such properties insured at all times in conformity with sound
business practice.
SECTION 5.05. Payment of Claims, The Commission will
pay and discharge, or cause to be paid and discharged, any and
all lawful claims for labor, materials or .supplies which, if
unpaid, might become a lien or charge upon the properties owned
by the Commission or upon the Tax Revenues or any part thereof,
or upon any funds in the hands of the Fiscal Agent or any Praying
Agent, or which might .impair the security of the Bonds. Nothing
herein contained shall require the Commission to make any such
payment so long as the Commission in good faith shall contest
the validity of said claims.
SECTION 5...06. Books and Accounts; :Financial
Statements. The Commission will keep, or cause to be kept,
proper books of record-and accounts, separate from all other
records and accounts o'f the Commission, in which complete and
correct entries shall be made of all transactions relating to
the Project and to the Tax Revenues. Such books of record and
accounts shall at all ti-mes during business hours be subject to
the inspection of the holders of not less than ten percent (10%)
of the principal amount of the Bonds then outstanding, or their
representatives authorized in writing.
The Commission will prepare and file. with the Fiscal
Agent annually, within one hundred twenty (120) days after the.
close of each Fiscal Year so long as any of the Bonds are
outstanding, complete financial statements with respect to the
preceding Fiscal Year .showing the Tax Revenues., all
disbursements from the Tax Revenues and the financial condition
of the Project, including the balances in all funds and accounts
relating to the Project as of the end of such Fiscal Year, which
statements shall be accompanied by a certificate or opinion in
writing of an Independent Certified Public Accountant. The
Commission will furnish a copy of .such statements to any
Bondholder upon request.
SECTION 5.07. Protection of Security and Rights of
Bondholders. The Commission will preserve and protect the
security of the Bonds and the rights of the Bondholders, and
will warrant and defend their rights against all claims and
demands of all persons. From and after the sale and delivery of
any of the Bonds by the Commission, the Bonds shall be
incontestable by the Commission.
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SECTION 5.08. Payment of Tuxes and Other Charges.
Subject to the provisions of Section 5:10 hereof the Commission
will pay and discharge, or cause to be paid and discharged, all
taxes, service charges, assessments and other governmental
charges which may hereafter be lawfully imposed upon the
Commission or the properties then owned by the Commission in the
Project Area, or upon the revenues therefrom, when the same
shall become due. Nothing herein contained shall require the
Commission to make any such payment so long as the Commission in
good faith shall contest the validity of said taxes, assessments
or charges. The Commission will duly observe, and conform with
all valid requirements of any governmental authority relative to
the Project or any part thereof.
SECTION 5.09. Completion of Project. The Commission
will commence, and will continue to completion, with all
practicable dispatch, the Project, and the .Project will be
accomplished and completed in a sound and economical manner and
in conformity with the Redevelopment Plan and the Law.
SECTION 5.10. Taxation of Leased Property. Whenever
any property in the Project has been redeveloped and thereafter
is leased by the Commission to any person or persons or whenever
the Commission leases real property in the Project to any person
or persons for redevelopment, the property shall be assessed and
taxed in the same manner as privately owned property (in
accordance with Section-33673 of the Health and Safety Code of
the State of California), and the lease or contract shall
provide (1) that the lessee shall pay taxes upon the assessed
value of the. entire property and not merely upon the assessed
value of his or its leasehold interest, and (2) that if for any
reason the taxes paid by the lessee on such property in any year
during the term of the lease or contract shall be less than the
taxes which would have been payable upon the assessed value of
. the entire property if the property were assessed and taxed in
the same manner as privately owned property, the lessee shall
pay such difference to the Fiscal Agent within thirty days after
the taxes for such year become payable to the taxing agencies
and in any event prior to the delinquency date of such taxes
established by law. All such payments to the Fiscal Agent 'shall
be treated as Tax Revenues and shall be deposited by the Fiscal
Agent in the Special Fund.
SECTION 5.11. Amendment of Redevelopment Plan and
Dispositi-on of Pro.pe'rty.
(1) The Commission will not authorize the disposition
of any land or real property in the Project Area to anyone which
will result in such property becoming exempt from taxation
because of public ownership or use or otherwise (except property
planned for such ownership or use by the Redevelopment Plan in
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effect on the date~of this Resolution) so that such disposition
shall consist of more-than ten percent (10%) of the land area in
the Project Area. If the Commission-proposes to make such a
disposition, it shall apply to the Fiscal Agent for approval of
said proposed amendment. The Commission, with the written
concurrence o,f the Fiscal Agent, shall thereupon appoint a
reputable Independent Financial Consultant and a reputable
Independent Real Estate Consultant and direct each of said
consultants .to report separately`on th;e effect of said ,proposed
disposition. If the, Report of, the Independent Real Estate
Consultant concludes that Tax"Revenues will not be diminished by
the proposed disposition and if the Report of the Independent
Financial Consultant concludes that the security of the Bonds or
the rights of the Bondholders will not be materially impaired by
said proposed disposition, the Fiscal Agent shall approve the
proposed disposition. If said Reports respectively conclude
that Tax Revenues will be diminished or that such security will
be materially impaired by said proposed disposition, the Fiscal
Agent shall either disapprove said proposed disposition, or, in
its discretion and as a condition precedent to its approval of
said proposed disposition, establish the. requirements set forth
in subsection (2) of this Section 5..11. The Commission shall
have the sole and exclusive authority to appoint said
consultants with the written concurrence of the Fiscal Agent.
Neither the Fiscal Agent nor maid consultants shall be liable in
connection with the performance of their duties hereunder,
except for their own negligence or willful default.
(2) If the Fiscal Agent is not required to approve
said proposed disposition pursuant to subsection (1) of this
Section 5.11, the Fiscal Agent may nevertheless approve said
proposed disposition:, provided that, as a condition precedent to
said approval, the Commission shall be required not to dispose
of any property in the Project Area to anyone which will result
in such property becoming exempt from taxation because of public
ownership or use or otherwise (except property planned for such
ownership or use by the Redevelopment. Plan in effect on the date
of this Resolution), without imposing the following requirements
on such new owner or owners:
(a) Said new owner or owners shall pay to the
Fiscal Agent., so .long as any of the Bonds are outstanding,
an amount equal, to the amount that would have been received
by the Fiscal Agent as Tax Revenues if the property-were
asses"sed and' taxed in the same manner as privately owned
non-exempt property; and
(b) Such payment shall be made to the Fiscal
Agent within thirty (30) days after taxes for each year
would become payable to the taxing agencies for non-exempt
property and .in-any event prior to the delinquency date of
such to"xes established by law.
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All such payments in lieu of taxes to the Fiscal Agent shall be
treated as Tax Revenues and shall be deposited by the Fiscal
Agent in the Special Fund.
SECTION 5.12. Single Sum Payment in Lieu of Taxes.
As an alternative to payment to the Fiscal Agent pursuant to
subsection (2)(b) of Section 5.11, the new owner or owners of
property becoming exempt from taxation provided for in
Section 5..11 may elect to make payment to the Fiscal Agent in a
single sum equal to the amount estimated by the Fiscal Agent to
be receivable from taxes on said property from. the date of said
payment to the maturity date of the Bonds, less a reasonable
discount value. All such single sum payments in lieu of taxes
shall be treated as Tax. Revenues and shall be deposited by the
Fiscal Agent in the Special Fund.
SECTION 5.13.. Further Assurances. The Commission
" will adopt, make, execute and deliver any-and all such further
resolutions, instruments and assurances as may be reasonably
necessary or proper to carry out the intention or to facilitate
the performance of this Resolution, and for the better assuring
and confirming unto the holders of the Bonds of the rights and
benefits provided in this Resolution.
ARTICLE VI
THE FISCAL AGENT
'SECTION 6.01:. Appointment o~f Fiscal;Agent. Bank of
.America is hereby appoirite.d FFiscal Agent for the Commission to
act as the agent and depositary of tYie 'Commission for the
purpose of receiving all moneys required to be paid to the
Fiscal Agent hereunder, to allocate, use and apply the same, to
hold, receive and diaburse the Tax Revenues and other funds
pledged or held hereunder, and otherwise to hold all the offices
and perform all the functions and duties provided in this
Reso cation to be held and performed by the Fiscal Agent. The
Fiscal Agent shall signi"fy its acceptanc'e'of: the duties and.
obligations imposed upon it by this Resolution by executing and
delivering to the Commission a written acceptance thereof; and
by executing and delivering such .acceptance, the Fiscal Agent
shall be deemed to. have accepted such duties and obligations,
but. only upon the terms and conditions. set forth in this
Resolution.
The Commission may remove the Fiscal Agent initially
appointed, and any successor thereto, and may appoint a
successor or successors thereto, but any such successor shall be
a bank. or trust company doing business and having an office in
San Francisco, .California, having a combined capital (exclusive
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of borrowed capital) and surplus of at least Fifty Million
Dollars ($50,000..,000), and subject to supervision or examination
by federal or state authority. If such bank or trust company
publishes a report of condition at least annually, pursuant to
law or to the requirements of any supervising or examining
authority above refer"red to, then. for the purposes of this
Section the combined capital and surplus of such bank or trust
company shall be deemed. to be its combined capital and surplus
as set forth in its"most recent report of condition so published.
The Fiscal Agent may at any time xesign by giving
written notice to the Commission and. by giving to the
Bondholders notice by publication of .such resignation, which
notice shall be published at least once in a financial newspaper
or journal printed in the English language .and customarily
published on each business day, of general circulation in San
Francisco, California. Upon receiving such notice of
resignation, the Commission shall promptly appoint a successor
Fiscal Agent by an instrument in writing. .Any resignation or
removal of the Fiscal Agent and appointment of a successor
Fiscal Agent shall become effective upon acceptance of
appointment by the successor Fiscal Agent.
The Commission sYiall from time to time, on demand,
subject to any agreement between the Commission and the Fiscal
Agent, pay to the Fiscal Agent reasonable compensation f.or its
services, reimburse the Fiscal Agent for all its advanced and
expenditures, including but not limited to advances to and fees
and expenses of independent appraisers, accountants,
consultants; counsel, •agerits and attorneys-at-law or other
experts employed by it in the exercise and performance of its .
powers and duties hereunder, and indemnify and save the Fiscal
Agent harmless against any liabilities., not arising from its own
negligence or default,. which it may incur in the exercise and
performance of its powers and duties hereunder.
SECTION 6.02'. Liability of Agent. The recitals of
facts, covenants and. agreements herein and in the Bonds
conta-fined shall be taken as .statements, covenants and agreements
of, the: Commission, and tYie Fiscal Agent assumes no
re ponsbilty for the correctness of the same, or makes any
representations as to validity or sufficiency of this Resolution
or of the Bonds,. .or shall incur any responsibility in respect
thereof, other than in connection with the duties or obligations
herein or in the; Bonds assigned to or imposed upon it. The
Fiscal Agent shall not be liable in connection with the
performance of its duties hereunder, except. for its own
negligence or willful default.
SECTION 6.03. Notice to Agent. The Fiscal Agent
shall be protected in acting upon any notice, resolution,
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request, consent., order, certificate, report, Bond or other
paper o;r document believed by it to be genuine and to have been
signed or presented by the proper party or parties. The Fiscal
Agent may consult with counsel, who may be of counsel to the
Commission, with regard to legal questions, and the opinion of
such counsel shall be full and complete authorization and
protection in respect of any action taken or suffered by it
hereunder in good faith in accordance therewith.
The Fiscal Agent shall not be bound to recognize any
person as the holder of a Bond unless and until such Bond is
submitted for inspection, if required, and his title thereto
satisfactorily established, if disputed.
Whenever in the. administration of its duties under
this Resolution the Fiscal Agent shall deem it necessary or
desirable that a matter be proved or established prior to taking
or suffering any action hereunder, such matters (unless other
evidence in respect thereof be herein specifically prescribed)
may, in the absence of bad faith on the part of the E'iscal
Agent, be deemed to be conclusively proved and established by a
certificate of the Commission, and such certificate shall be
full warrant to the Fiscal Agent for any action taken or
suffered under the provisions of this Reso.lut-ion or any
Supplemental Resolution upon the faith thereof, but in its
discretion the Fiscal Agent may, in lieu thereof, accept other
evidence of such matter or may require such additional evidence
as to it may seem reasonable.
SECTION 6..04. Deposit and Investment of Moneys in
Funds. All moneys held by the Fiscal Agent in any of the funds
or accounts established pursuant to this Resolution shall be
deposited in demand or time deposits (which may be represented
by certificates of depo it) in any bank or trust company
authorized to accept deposits of public funds (including the
banking department of the Fiscal Agent), and shall be secured at
all times by obligations which are eligible by law to secure
deposits of public moneys of a market value at least equal to
the amount .required by law, except such moneys which are at the
time. invested as .hereinafter provided.
Moneys in the. Interest Account, the Principal Account,
the Reserve Account, and the Special Fund may, and upon the
written request of th:e Commission shall, be invested by the
Fiscal Agent in Federal Securities or certificates of deposit of
banks, maturing as 'hereinafter provided. Moneys in the Reserve
.Account may be so invested in such obligations which by their
terms .mature riot_-later than five (5) years from their date of
purchase.`;or not later than the final maturity date of the Bonds,
whichever.~s earlier. Moneys in the Interest Account, Principal
Account and Special Fund may be so invested in such obligations
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which by their terms mature prior to the date on which such
moneys are required to be paid out hereunder. All interest
. received on any moneys so invested shall be deposited in the
respective fund or account from which such investment was made,
except that interest or income received'. on moneys in the Reserve
Account may be transferred to the Commission at its request for
deposit in the Redevelopment Fund.
SECTION 6.05. No Arbitrage. No use of the proceeds
of the Bonds will be made which, if such use had .been reasonably
expected on the date of issue of the Bonds, would have caused
the Bonds to be "arbitrage bonds" subject to federal income
taxation by reason of seation•10'3~(c) of the Internal Revenue
Code of 1954. To that end, so long. as any of the Bonds are
outstanding, the Commission and the Fiscal Agent, with respect
to the proceeds of the Bonds, will comply with all requirements -
of said section 103('c) and all regulations+.of the United States
Department of .the~~Tre~asury issued th-ereunder,. to the extent that
such requirements are, at the time, applicable and in effect.
ARTICLE VII
MODIFICATION OR AMENDMENT OF THE RESOLUTION
SECTION 7.01. Amendments Permitted. This Resolution
and the rights and obligations of the Commission and of the
holders of the Bonds may be modified or amended at anytime by a
Supplemental Re olution and pursuant to the affirmative vote at
a meeting of Bondholders, or with the written consent without a
meeting, of the holders o°f sixty percent (60%') in aggregate
principal amount of the Bonds then outstanding, exclusive of
Bonds disqualified as provided in Section 7.04. No such
modification or amendment shall (1) extend the maturity of any
.Bond or reduce the interest rate thereon, or otherwise alter or
impair the obligation of the Commission to. pay the principal
thereof, or interest thereon, or any prem%um payable on the
redemption thereof, at the time and pTac.e and at the rate and in
the currency provided therein, without the express consent of
the holder of .such Bond, or (2) permit the creation by the
Commission of any mortgage, pledge or lien upon the Tax
Revenues, superior to or on a parity with the pledge and lien
herein created for the .benefit of the Bonds, or reduce the
percentage of Bonds required for the affirmative vote or written
consent to an amendment or modification, or (3) modify any of
the rights or obligations of the .Fiscal Agent without its
written assent thereto.
This Resolution and the rights and obligations of the
Commission and of the holders of the Bonds may also be modified
or amended at any time by a Supplemental Resolution, without the
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consent of any'Bondho,lders, but only to the extent permitted by
law and only for any one or more of the following purposes:
(a) to add to the covenants and agreements of the
Commission in this Resolution contained, other covenants and
agreements thereafter to. be observed, or to surrender any right
or power herein reserved to or conferred upon the Commission;
(b) to make .such provisions for the purpose of curing
any ambiguity, or in curing, correcting or supplementing any
defective provision contained in this Resolution, or in regard
to questions arising under this Resolution, as the Commission
may deem necessary or desirable and not inconsistent with this
Resolution, and which shall no.t adversely affect the interests
of the holders of the .Bonds; and
(c) to provide for the issuance of any Additional
Bonds, and to provide. the terms and conditions under which such
Additional Bonds maybe issued, subject to and in accordance
with the provisions of Article III.
SECTION 7.0.2. B'ondholders' Meetings. The Commission
may at any time call a meeting of the Bondholders. In such
event the Fiscal Agent is authorized to fix the time and .place
of said meeting and to provide for the giving of notice thereof
and to fix and adopt rules and regulations for the conduct of
said meeting.
SECTION 7.03. Procedure f.or Amendment with Written
Consent of Bondholders. The Commission may at anytime adopt a
Supplemental Reso'Tuton amending the provisions of the Bonds or
of this Resolution or any Supplemental Resolution, to the extent
that such amendment is permitted by Section 7.01, to take effect
when and as provided in this Section. A copy of such
Supplemental Resolution, together with a request to Bondholders
for their consent thereto, shall be mailed by the Commission to
each registered owner of Bonds outstanding, but failure to mail
copies of such Supplemental. Resolution and 'request shall not
affect the validity of the~Supplemental Resolution when assented
to as. in this Section :provided. Notice of the fact of the
adopt-ion of such Supplemental Resolution (stating that a copy
thereof is available for inspection at the office of the
Commission) shall be published at least once a week for two
successve°weeks in a financial newspaper or journal printed in
the English.la~riguage and customarily published on each business
day in San: Francisco, California, or in New York, New York,, the
first publica`t`ion to be made not more than fifteen (15) days
after the date of adoption of such Supplemental Resolution.
Such Supplemental Resolution shall not become
effective unless there shall be filed with the Fiscal Agent the
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"
written consents of the holders of sixty percent (60%) in
aggregate principal amount of the Bonds then outstanding
(exclusive of Bonds disqualified as provided in Section 7.04)
and a notice .shall have been published ,as hereinafter in this
Section provided. Each such consent shall be effective only if
accompanied by proof of ownership of the Bonds for which such
consent is given, which proof shall be such as is permitted by
Section 9.04. Any such consent shall be binding upon the holder
of the Bonds giving ,such consent and on any subsequent holder
(whether or not such subsequent holder has notice thereof)
unless such consent is revoked in writing by the holder giving
such consent or a subsequent"holder by filing such revocation
with the Fiscal Agent prior to the date when the notice
hereinafter in this Section provided for has been published.
After the Yiolders o;f the~required'percentage of Bonds
shall have filed their consents to the Supplemental Resolution,
the Commission shall mail and publish a notice to the
Bondholders in the manner hereinbefore provided in this Section
for the mailing of the.S.upplemental Resolution and publication
of the notice of adoption thereof, stating in substance that the
Supplemental Resolution has been consented to by the holders of
the required percentage of Bonds and will be effective as
provided in this Section (but failure to ,mail copies of said
notice shall not affect the validity of the Supplemental
Resolution or consents thereto). Proof of the publication of
such notice shall be filed with the Fiscal Agent. A record,
consisting of the papers required by this Section to be filed
with the Fiscal Agent, shall be proof of the matters therein
stated until the contrary is proved. The. Supplemental
Resolution shall become effective upon. the filing with the
Fiscal Agent of the proof of the publication of such
last-mentioned notice, and the Supplemental, Resolution shall be
deemed conclusively binding (except as otherwise herenabove
specifically provided in -this Article) upon the Commission and
the holders of all Bonds at the expiration of sixty (60) days
after such filing, except in the event of .a final decree of a
court of competent jurisdiction setting aside such consent in a
legal action or equitable proceeding for such purpose commenced
within such sixty-day period.
SECTION 7.04. Disqualified~Bonds. Bonds owned or
held by or for the account of the Commission, the State of
California or any political subdivision thereof (including any
municipal corporation, district, public corporation, board or
agency, except any pension or retirement fund) shall not be
deemed outstanding for the purpose of any vote, consent or other
action or ari.y calculation of outstanding Bonds provided for in
this Article VII, and shall not be entitled to vote upon,
consent to, or take any other action provided for in this
Article VII.
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- SECTION .7 ..0.5.. Ef,-fect:of Suppaementa;l Resolution.
- ~ From and after the time any Suppl:emen'tal'Re's:olution becomes
effective pursuant to this Article VI'I, this Resolution shall be
deemed to be modified and_ amended in accordance therewith, the
respective rights, duties and obligations under this Resolution
of the Commission and a`ll holders of Bonds outstanding shall
thereafter be determined, exercised and enforced hereunder
subject in all respects to such modification and amendments, and
all the terms and conditions of any such Supp emental Resolution
shall be deemed to be part of the terms and conditions of this
Resolution for any and all purposes.
The Commission may :adopt appropriate regulations to
require each Bondholder, before his consent provided for in this
Article VII shall be :deemed effective, to reveal if the Bonds as
to which such consent is given are disqualified as provided in
Section 7.04.
SECTION 7.06. Endorsement or Replacement of Bonds
Issued After Amendments. The Commission may determine that
Bonds issued and delivered after the effective date of any
action taken as provided in this Article VII shall .bear a
notation, by .endorsement or otherwise, in form approved by the
Commission, as to such action. In that case, upon demand of the
holder of any Bond outstanding at such effective date and
presentation of his Bond for the purpose at the office of the
Treasurer of the Commission or at such other office as the
Commission may select and designate for that purpose, a suitable
notation shall be made on such Bond. The Commission may
determine that new Borids, so modified as in the opinion of the
Commission is necessary to conform to such Bondholders' action,
shall be prepared, executed and delivered. Ln that case, upon
demand of the holder of any Bonds then outstanding-, such new
Bonds shall be exchanged in the office of the Fiscal Agent in
San Francisco, California, without cost to any Bondholder, for
Bonds then outstanding, upon surrender of such Bonds.
SECTION 7.07. Amendatory Endorsement of Bonds. The
provisions of this Article-VII shall, not prevent any Bondholder
from accepting any amendment as to the particular Bonds held by
him, provided that .due notation thereof is made on such Bonds.
ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES OF BONDHOLDERS
SECTION 8.01. Events of Default and Acceleration of
Maturities. If one or more of the following events ("events of
default") shall happen, that is to say:
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• (1) if default shall be made -n the dine and punctual
payment of the principal of any Bond. when and as the same shall
become .due and .payable, whether at maturity as therein
expressed, by declaration or otherwise;
(2) if default shall be made in the due and punctual
payment of any installment of interest on any Bond when and as .
such interest installment shall become due and payable, and such
default sh-all have continued for a period of thirty (30) days;
(3) if default shall be made by the Commission in the
observance of any of the covenants, agreements or conditions on
its part in this Resolution or in the Bonds contained, and such
default shall have continued f.or a period of thirty (30) days; or
(4) if the. Commission shall file a petition or answer
seeking reorganization or arrangement under the federal
bankruptcy laws or any other applicable law of the United States
of America, or if a court of competent jurisdiction shall
approve a.petition, filed with or without the consent of the
Commission, seeking reorganization under the federal bankruptcy
laws or any other applicable law of the United States of
America, or if, under the provisions of any other law for the
relief or aid of debtors; any court of competent jurisdiction
shall assume custody or control .of the Commasion or of the
whole or any °substantia•1 part of its property;
then, and in each and every such case during the continuance of
such event of default, the Fiscal Agent, upon notice in writing
to the Commission, o;r the holders of not less than a majority in
aggregate principal amount of the Bonds at the time outstanding,
' upon notice in writing to the Fiscal Agent .and to the
Commission, shall be entitled to declare the principal of all of
the Bonds then outstanding, and the interest accrued thereon, to
be due .and payable. immediately, and upon any such declaration
the same shall become and shall be immediately dine and payable,
anything in this Resolution or in the Bonds contained to the
contrary notwithstanding.
This provision, however, is subject to the condition •
that if, at any time .after the principal of the Bonds shall have
been so declared due and payable, and before any judgment or
decree for the payment of the moneys due.shaLl have been
obtained or entered, the Commission shall deposit with the
Fiscal Agent a sum sufficient to pay all principal on the Bonds
matured prior to such declaration and all.. matured installments
of interest {if any) upon all the Bonds, with interest at the
rate. of twelve percent (12%) per annum on such overdue
installments of principal, and the reasonable expenses. of the
Fiscal Agent., and any and all other defaults known to the Fiscal
Agent (o.ther than in the payment of principal of and interest on
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the Bonds due and. payable solely by reason of such declaration)
shall have been made good or cured to the satisfaction of the
Fiscal Agent or provision deemed by the Fiscal Agent to be
adequate shall have been made therefor, then, and in every such
case, the holders of at least sixty percent (60%) in aggregate
principal amount of the Bonds then outstanding, by written
notice to the Commission and to the Fiscal Agent, may, on behalf
of the holders of all of the Bonds, rescind .and annul such
declaration and its consequences. However, no such rescission
and annulment shall extend to or shall affect any subsequent
default, or shall impair or exhaust any right or power
consequent thereon.
SECTION 8.02. A_ppli.cation of Funds upon
Acceleration. A1.1 of the Tax Revenues and all sums in the funds
and accounts provided for in Sections 4..02 and 4.03 upon the
date of the declaration. of acceleration as provided in
Sections 4.02 and 4...03 upon the date of the declaration of
acceleration as provided in Section 8.01, and all sums
thereafter received by the Fiscal Agent hereunder shall be
applied by the Fiscal Agent in the order following upon
presentation of the several Bonds, and the stamping thereon of
the payment if only partially paid, or upon the surrender
thereof if fully paid:
FIRST, to the payment of the costs and expenses of the
Fiscal Agent and of the Bondholders in declaring such event of
default, including reasonable compensation to its or their
agents, attorneys and counsel;
SECOND, in :case the principal. of the Bonds shall not
have become due .and shall not then be due and payable, to the
payment of the interest in default in the order of the m turity
of the installments of such interest, with interest on the
overdue installments at the rate of twelve percent (12%) per
annum (to the extent that such interest on overdue installments
shall have been collected), such payments to be made ratably to
the persons entitled thereto without discrimination or
preference;
-THIRD, in case, the principal of the Bonds .shall have
become and shall 'be then due and payable., to the payment of the
whole amount then owing and unpaid upon the Bonds for principal
and.inter.est, with interest on the overdue principal and
installments, of 'intere,st at the rate of twelve percent (12%) per
annum (to the. extent that such interest on overdue installments
of interest shall, have been collected.), and in case such moneys
shall be insuffic-lent to pay in full the whole amount so owing
and unpaid upon the Bonds, then to the payment of such principal
and interest without preference or priority of principal over
interest, or of interest over principal, or of any installment
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of interest over any other installment of -merest, ratably to
the aggregate of such principal and inte,res't.
SECTION 8.0:3'.. Other Re.mede;s of Bondholders. Any
Bondholder shall have the right, for the: equal benefit and
protection of all Bondholders similarly situated:
(1) by mandamus, suit, action or proceeding, to
compel the Commission and its members, officers., agents or
employees to perform each and every term, provision .and covenant
contained in this Resolution and in the Bonds,- and to require
the carrying out of any or all-such covenants and agreements of
the Commission and the fulfillment of all duties imposed upon it
by the Law;
(2) by suit,. action or proceeding in equity, to
enjoin any acts or things which are unlawful, or the violation
of any of the Bondholders' rights; or
(3) upon the happening of any event of default (as
defined in Section 8.01), by suit, action or proceeding in any
court of competent jurisdiction, to require the Commission and
its members and employees to account as~i:f it and they were the
trustees of an express trust.
SECTION 8.04. Non-waiver. Nothing in this
Article VIII or in any other provision of thin Resolution, or in
the Bonds, shall af'fe:ct,or ,impair the obligation of the
Commission, which is absolute and unconditional, to pay the
principal of and interest on the Bonds to the respective holders
of the Bonds at the respective dates of maturity, as herein
provided, or affect or impair the right of action, which is also
absolute and unconditional, of such holders to institute suit to
enforce such payment by virtue of the contract embodied in the
Bonds.
A waiver of any default by any Bondholder shall not
affect any subsequent default or impair any rights or remedies
on the subsequent default. No delay or omission of any holder
of any.of the Bonds to exercise any right or power accruing upon
ariy default shall impair any such right or power or shall be
construed to be a waiver of any such default or an acquiescence
therein, °and every power and remedy conferred upon the
. Bondholders by the Law or by this Article VIII may be enforced
and exercised from time to time and as often as shall be deemed
expedient by the holders of Bonds.
If~a suit., action or proceeding to enforce any right.
or exercise .any remedy is abandoned or determined adversely to
the Bondholders, the Commission and the Bondholders shall be
restored to their former positions, rights and remedies as if
such suit, action or proceeding had not been brought or taken.
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SECTION 8.05. Actions. .by .Fiscal Agent as
- Attorney-in-Fact. Any suit, action or proceeding which any
holder of Bonds shall have the right to bring to enforce any
right or remedy hereunder may. be brought by the Fiscal Agent for
the equal benefit and protection of aTl holders of Bonds
similarly situated and the Fiscal Agent is hereby appointed (and
the successive respective hold:e;rs :arid registered owners of the -
Bonds -issued hereunder, by taking ~°and'holdi-ng the same, shall be
conclusively-deemed"so to have appointed it)-the true and lawful
attorney-in-fact of the respective holders and registered owners
of the Bonds for the purpose of b nging any such suit, action,
or proceeding and to do and perform any and all acts and-things
for and in behalf of 'the respective holders and registered
owners of the Bonds as a class or classes; as may be necessary
or advisable in the opinion of the Fiscal Agent as such
attorney-in-fact.
SECTION 8.06. Remedies Not &xclusve. No remedy
herein conferred upon or reserved to the holders of Bonds is
intended to be exclusive of any other remedy. Every such. remedy
shall be cumulative and shall be in addition to every other
remedy given hereunder or now or hereafter existing,, at law or
in equity or by sta-tute or otherwise, and may be exercised
without exhausting and without regard to any other remedy
conferred by the Law or any other law.
ARTICLE IX
MISCELLANEOUS
SECTION: 9.0:1. Benefits of Reso;Tution Limited to
Parties. Nothing in this Resolution, expressed or implied, is
intended to give to any person other than the Commission, the
Fiscal Agent and the holders of the Bonds, any right remedy or
claim under or by reason of this Resolution. Any covenants,
stipulations, promises or agreements in this Resolution
contained by and on behalf of the Commission shall be for the
sole and exclusive benefit of the holders of the- Bonds and the
F c.a1 Agent.
SECTION 9.02. Successor Is Deemed Included in All
Reference s. to Psede.eessor. 43henever in this Resolution. or any
Supplemental Resolution either the Commission or the Fiscal
Agent is narried:o.r referred to, such .reference shall. be deemed to
include the successors or assigns-thereof, and all the covenants
and agreements in this Resolution contained by or on behalf of
the Commission or the Fiscal Agent shall bind and inure to the
benefit of the respective successors and assigns thereof whether
so expressed or not.
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SECTION 9:03. Discharge of,Resolu.tion. If the
Commission shall pay and discharge the entire indebtedness on
all Bonds outstanding iri any one or more of the following ways:
(1) by Well and truly paying or causing to be paid
the. principal of and interest on Bonds outstanding, as and when
the same become due and payable;
(2) by depositing with the Fiscal Agent, in trust, at
or before maturity, money which, together with the amounts then
on deposit in the funds and accounts provided for in
Sections 4.02 and 4.0'3, is fully sufficient to pay all Bonds
outstanding, including all principal, interest and redemption
premiums; and
(3) by depositing with the Fiscal Agent, in trust,
Federal Securities or general obligation bonds of the State of
California in such amount as the. Fiscal Agent shall determine
will, together with the interest to accrue thereon and moneys
then on deposit in the funds and accounts provided for in
Sections 4..02 and 4.03, be fully sufficient to pay and. discharge
the indebtedness on all Bonds (including all principal, interest
and redemption premiums) at or before their respective maturity
dates;
and if such Bonds are to be redeemed prior to the maturity
thereof notice of such redemption shall have been given as in
this Resolution provided or provision satisfactory to the Fiscal
Agent shall have been made for the giving of such notice, then,
at the election of the Commission, and notwithstanding that any
Bonds shall not have been surrendered for payment, the pledge of
the Tax Revenues and other funds provided for in this Resolution
and.aTl other obligations of the Coinmiss,on under this
Resolution with respect to all Bonds outstanding shall cease and
terminate, except only the obligation of the Commission to pay
or cause to be paid to the holders of the Bonds not so
surrendered and paid all sums due thereon. Notice of such
election shall be filed with the Fiscal Agent.
SECTION 9.04. Execution of Documents and Proof of
Ownership by Bondholders. Any request, declaration or other
instrument which this .Resolution may require or permit to be
executed..by.Bondholders may be in one or more instruments of
similar tenor, and shall be executed by Bondholders in person or
by their attorneys appointed in writing.
Except as otherwise herein expressly provided,, the
fact and date of the execution by any Bondholder or his attorney
of such. request, declaration or other instrument, or of such
writing appointing such attorney, may be proved by the
certificate of any notary public or other officer authorized to
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•
take acknowledgments of deeds to be reeor..ded in the state in
which he purports t_o act,, that.the person signing such request,
declaration or other mstrumerit or w~rifing acknowledged to him
the execution thereof, or by an affidavit of a witness of such
execution, duly sworn to before such notary public or other
officer.
Except as otherwise herein expressly provided, the
amount of Bonds transferable by delivery held by any person
executing such request, declaration or other instrument or
writing as a Bondholder,, and the numbers thereof, and the date
of his holding such Bonds, may be proved by a certificate, which
need not be acknowledged or verified, satisfactory to the Fiscal
Agent, executed by a tr-ust company, bank or other depositary
wherever situated, showing that at the date therein mentioned
such person had on deposit with such depositary or exhibited to
it the Bonds. described. in such certificate. Continued ownership
after the date of deposit stated in such certificate may be
proved by the presentation of such certificate if the
certificate contains a statement by the depositary that the
Bonds therein referred to will not be surrendered without the
surrender of the certificate to the depositary, except with the
consent. of the Fiscal Agent. The Fiscal Agent may nevertheless
in its discretion require further or other proof in cases where
it deems the same desirable. The ownership of registered Bonds
and the amount, maturity, .number and date of holding the same
shall be proved by the registry books.
Any request, declaration or other instrument or
writing of the holder of any Bond shall bind all future holders
of such Bond in respect of anything done or suffered to be done
by the Commission or the Fiscal-Agent in good faith and in
accordance therewith.
SECTION 9'.0.5. Waiver of Personal Liability. No
member, officer, agent or employee of the Commission shall be
individually or personal y liable for the payment of the
principal of or interest on the Bonds; but nothing herein
contained shall relieve any such member, officer, agent or
employee from the performance of any official duty provided by
law.
SECTION 9.Ob. Publication for Successive Weeks. Any
publication to be made under the provisions of this Resolution
in successive weeks may be made in each instance upon any
business day of the week and need not be made on the same day of
any succeeding week or in the same newspaper f.or any or all of
the. successive public°ations, but may be made in different
newspapers.
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SECTLON 9.07. Destruction of Cancelled Bonds.
Whenever in this Resolution provision is made for the surrender
to the Commission of any" Bonds which have been paid or cancelled
pursuant to the provisions of this Resolution, a certificate of
destruction duly executed by the Fiscal Agent shall be deemed to
be the equivalent of the surrender of such cancelled Bonds and
the Commission shall be entitled to rely upon any statement of
fact contained in ariy such certificate with respect to the
destruction of any such Bonds therein referred to.
SECTION 9.08. Notices and Demand's on Commission. Any
notice or demand whicli.b"y any provision of this Resolution is
required or permitted to be given or served by the Fiscal Agent
to or on the Commission may be given or served by being
deposited postage prepaid in a post office letter box addressed
(until another address is filed by the Commission with the
Fiscal Agent) as follows: Petaluma Community Development
Commission, City Hall, Post and English Streets, Petaluma.,
California 94952, Attention: Executive Director. The date of
said notice or demand shall be deemed to be the date of the
postmark on said notice or demand.
SECTION 9..09. Partial Invalidity. If any Section,
paragraph, sentence, clause or phrase of this Resolution shall
for any reason be held illegal or unenforceable, such holding
shall ,not affect the validity of the remaining portions of this
Resolution. The Co_mirii.ssion hereby declare that it would have
adopted this Resolution and each and every other Section,
paragraph, sentence, clause or phrase hereof and authorized the
issuance. of the Bonds pursuant thereto-irre pective of the fact
that any one' or more ;Sections, paragraphs., sentences, clauses or
phrases of this Resolution may be Yield il-legal, invalid or
unenforceable. If, by reason of the. judgment of any court, the
Fiscal Agent is rendered unable to perform its. duties hereunder,
all such duties and all of the rights and powers of the Fiscal
.Agent hereunder shall be assumed by and vest in the Treasurer of
the Commission in trust for the benefit of the Bondholders. The
Commission covenants for the direct benefit of the Bondholders
that its Treasurer in such case shall be vested with all of the
rights a_nd, powers of the Fiscal Agent hereunder, and shall
assume all: of the responsb ities and perform all of the duties
of the Fscal.•Agent hereunder, in trust for the benefit of the
holders o'f the Bonds.
PA=SSED AND ADOPTED on December 3 , 1~4 , by the
following vote:
Ayes: Members:: Battaglia, Tencer, Cavanagh, Balshaw, :Chairman Mattei
Noes: None
Absent: Perry, Vice Chairman Bond
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SECRETARY CERT`I F`I CATE
I, Patricia E;. Bernard, Secretary of the Pe aluma
Community Development Commission, hereby certify as follows:
The foregoing is a full, true and correct copy of a
resolution duly adopted at a regular meeting of said Commission
duly and regularly held at the regular meeting place thereof on
Dec. 3 19 84, of which meeting all of the members of said
Commission had due notice and at which a majority thereof were
present;
At s•aid,meetng said resolution w.as adopted by the
. .following vote:
Ayes: MembersBattaglia, Tencer, Cavanagh, Balshaw, Chairman Mattei
Noes: None
Absent: Perry, Vice Chairman Bond
I have carefully compared the same with the original
minutes of said meeting on file and of record in my office;
The for,e.going is a full, true and correct copy of the
original resolution adopted at said meeting and entered in said
minutes;
Said resolution has not been amend`e.d, modified or
rescinded since the date of its .adoption, and is now in full
force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed the official seal of said Commission.
Dated: December 10, 19~
ecretary of the .Petaluma
Community Development
Commission
:Patricia E. Bernard
(Seal.).
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