Loading...
HomeMy WebLinkAboutResolution No. 1480 0 RESOLUTION NO. 148 GENERAL RESOLUTION OF THE AZUSA REDEVELOPMENT AGENCY AUTHORIZING THE ISSUANCE IN SERIES OF NOT TO EXCEED $5,000,000 PRINCIPAL AMOUNT OF AZUSA REDEVELOPMENT AGENCY AZUSA CENTRAL BUSINESS DISTRICT REDEVELOPMENT PROJECT TAX ALLOCATION NOTES GENERAL RESOLUTION WHEREAS, the Azusa Redevelopment Agency is 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 the power to issue bonds for any of its corporate purposes; WHEREAS, a redevelopment plan for the Azusa Central Business District Redevelopment Project, in the City of Azusa, California, has been adopted and, thereafter, from time to time amended, in compliance with all requirements of law; WHEREAS, the Agency now desires to provide for the authorization of an amount of Tax Allocation Bonds to be issued pursuant. -to• one or more series resolutions to provide additional financing for the Azusa Central Business District Redevelopment Project; and WHEREAS, prior to the issuance of any such Bonds pursuant to a Series Resolution, there may be various technical changes in certain provisions regarding the Bonds, including as may be set forth in any resolution which will require amendment of of this General Resolution and the Agency reserves the right to make any such amendment and to thereby restate this General Resolution; NOW, THEREFORE, BE IT RESOLVED by the Azusa Redevelopment Agency, as follows: ARTICLE I AUTHORIZATION OF BONDS; DEFINITIONS Section 1.01. Authorization. The Agency has reviewed all proceedings heretofore taken and has found, as a result of such. review, and hereby finds and determines, that all things, conditions 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 Agency 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, of any resolution supplemental hereto, and of any certificate, opinion or other document herein mentioned, have the meanings herein specified. Additional Tax Revenue Allowance "Additional Tax Revenue Allowance" means, as of any date of computation, an allowance for estimated annual additional Tax Revenues to be received by the Agency, within any of the three Fiscal Years following the date computation is made, due to increases in assessed valuation of taxable property in the Project Area resulting from construction which has been completed, but which has not yet been entered on the assessment rolls, as shown by the Report of an Independent Financial Consultant. Agency "Agency" means the Azusa Redevelopment Agency, a public body, corporate and politic, established under the Law. Annual Debt Service, Maximum Annual Debt Service "Annual Debt Service" means, for each Fiscal Year, the sum of (1) the interest payable on the Outstanding Bonds in such Fiscal Year, assuming that the Outstanding Serial Bonds are retired as scheduled and that the Outstanding Term Bonds are redeemed from minimum sinking account payments as scheduled, (2) the principal amount of the Outstanding Serial Bonds payable by their terms in such Fiscal Year, and (3) the principal amount of the Outstanding Term Bonds scheduled to be paid or called and redeemed from minimum sinking account payments in such Fiscal Year, excluding the redemption premiums, if any, thereon. "Maximum Annual Debt Service" means, as of any date of computation, the largest Annual Debt Service for any Fiscal Year during the period from such date of the Bonds through the final maturity date of any Outstanding Bonds. -2- 0 0 Articles, Sections All 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. Authenticating Agent "Authenticating Agent" means the Authenticating Agent and Co -Registrar appointed by the Agency in the applicable Series Resolution, the successors and assigns of each of them, and any other corporations or associations which may at any time be substituted in the place of any of them, as provided pursuant to Section 6.02. Bonds, Additional Bonds Serial Bonds Term Bonds "Bonds" means the Azusa Redevelopment Agency Azusa Central Business District Redevelopment Project Tax Allocation Notes and/or Bonds authorized under this Resolution and issued pursuant to a Series Resolution, 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 Series or Supplemental Resolution or any other resolution authorizing the issuance of Additional Bonds. "Additional Bonds" means Bonds of the Agency issued in accordance with Section 3.07. "Serial Bonds" means Bonds so designated in the applicable Series Resolution for which no minimum sinking account payments are provided. "Term Bonds" means Bonds so designated in the applicable Series Resolution which are payable on or before their specified maturity dates from minimum sinking account payments established for that purpose and calculated to retire such Bonds on or before their specified maturity dates. Bond Year "Bond Year" means the annual period commencing on December 2 of any year and terminating on December 1 of the following year. Chairman "Chairman" means the chairperson of the Agency appointed pursuant to Section 33113 of the Health and Safety Code of the State of California, or other duly appointed officer of the Agency authorized by the Agency by resolution or bylaw to perform the functions of the chairperson in the event of the chairperson's absence or disqualification. -3- ADOPTED and APPROVED this 20th day of August, 1984. AYES, Members: Cruz, Cook, Camarena, Latta, Moses NOES, Members: None ABSENT, Members: None ATTEST: i Secretary chair n 97 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 for the payment of principal and interest including United States Treasury (book entry) certificates, notes and bonds, state and local government series; 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 obligations, participations, or other instruments of or issued by, or fully guaranteed as to principal and interest by, the Federal National Mortgage Association; or participation certificates evidencing beneficial interests in obligations, or in the right to receive interest and principal collections therefrom, which obligations have been subjected by one or more government agencies to a trust or trusts for which any executive department, agency or instrumentality of the United States (or the head thereof) has been named to act as trustee, all as and to the extent that such securities are eligible for the legal investment of Agency funds. 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 Agency as its official fiscal year period. 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 Agency, and who, or each of whom: (1) is in fact independent and not under the domination of the Agency; (2) does not have any substantial interest, direct or indirect, with the Agency; and (3) is not connected with the Agency as an officer or employee of the Agency, but who may be regularly retained to make reports to the Agency. Independent Engineer "Independent Engineer" means any engineer or firm of such engineers duly licensed or registered or entitled to practice and practicing as such under the laws of the State of California, appointed by the Agency, and who, or each of whom: (1) is in fact independent and not under domination of the Agency; -4- 0 11 (2) does not have any substantial interest, direct or indirect, with the Agency; and (3) is not connected with the Agency as an officer or employee of the Agency, but who may be regularly retained to make reports to the Agency. Independent Financial Consultant "Independent Financial Consultant" means 'any financial consultant or firm of such consultants appointed by the Agency, and who, or each of whom: (1) is in fact independent and not under domination of the Agency; (2) does not have any substantial interest, direct or indirect, with the Agency; and (3) is not connected with the Agency as an officer of employee of the Agency, but who may be regularly retained to make reports to the Agency. Independent Real Estate Consultant "Independent Real Estate Consultant" means any real estate consultant or firm of such consultants appointed by the Agency, and who, or each of whom: (1) is in fact independent and not under domination of the Agency; (2) does not have any substantial interest, direct or indirect, with the Agency; and (3) is not connected with the Agency as an officer or employee of the Agency, but who may be regularly retained to make reports to the Agency. Investment Earnin "Investment Earnings" means all interest earned or ,gain or loss on the investment of moneys in any Fund or Account created by this General Resolution or by a Series or or Supplemental Resolution or by any other resolution authorizing the issuance of Additional Bonds. 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. Mil a 0 Net Bond Proceeds, Cost of Issuance "Net Bond Proceeds" means the aggregate amount of proceeds received by the Agency upon the sale of the Bonds (excluding accrued interest thereon), less all Costs of Issuance;, namely expenses of the Agency incurred in connection with the authorization, issuance and sale of the Bonds (including, without limitation, legal and financial and fiscal consultant fees, rating agency fees, initial Trustee fees and charges, costs of reproducing and binding documents and printing and advertising expenses). Outstanding "Outstanding," when used as of any particular date with reference to Bonds, means (subject to the provisions of Section 7.04) all Bonds except: (1) Bonds theretofore cancelled by the Trustee or surrendered to the Trustee for cancellation; (2) Bonds paid or deemed to have been paid within the meaning of Section 9.03; and (3) Bonds in lieu of or in substitution for which other Bonds shall have been authorized, executed, issued and delivered by the Agency pursuant to Section 2.11 of this Resolution or pursuant to any Series or Supplemental Resolution or other resolution authorizing the issuance of Additional Bonds. Owner, Bondowner "Owner" or "Bondowner" means any person who shall be the registered owner of any Outstanding Bond. Permitted Investments "Permitted Investments" means any of the following which at the time are legal investments for the Agency under the laws of the State of California, and to the extent provided by law, for the moneys held hereunder then proposed to be invested therein: (1) Federal Securities; (2) interest—bearing demand or time deposits (including certificates of deposit) in national or State of California banks (including the Trustee and any Authenticating Agent) which have deposits insured by the Federal Deposit Insurance Corporation or in federal savings and loan associations or State of California chartered savings and loan associations which have deposits insured by the Federal Savings and Loan Insurance Corporation; or (3) any other such legal investments as may be defined to be Permitted Investments by any Series or Supplemental Resolution or other resolution authorizing the issuance of Additional Bonds. am 0 0 Plan "Plan" means the Redevelopment Plan for the Azusa Central Business District Redevelopment Project, approved by Ordinance No. enacted by the City Council of the City of Azusa on , 19 together with any amendments thereof heretofore or hereafter duly authorized pursuant to the Law. Project, Redevelopment Project "Project" or "Redevelopment Project" means the undertaking of the Agency pursuant to the Plan and the Law for the redevelopment of the Project Area, and includes, without limitation, Projects which may be further defined or described in the applicable Series or Supplemental Resolution. Project Area "Project Area" means the project area described in the Plan. Redevelopment Fund "Redevelopment Fund" means the fund by that name to be designated and established by Series Resolution pursuant to Section 3.02. Report "Report" means a Report in writing signed by an Independent Financial Consultant or an Independent Engineer 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; and (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 in the Report. Reserve Account "Reserve Account" means the account by that name to be designated and established by Series Resolution pursuant to Section 4.03. Reserve Requirement "Reserve Requirement" means the Maximum Annual Debt Service payable on the Bonds (including any Additional Bonds) in any Bond Year after the Bond Year in which the calculation is made. -7- 0 0 Resolution "Resolution" means this Resolution, adopted by the Agency under the Law, as originally adopted or as it may be amended or supplemented by any Supplemental Resolution or Series Resolutions adopted pursuant to the provisions hereof. Los Angeles County Assessor "Los Angeles County Assessor" means the person who holds the office designated Los Angeles County Assessor from time to time, or one of his duly appointed deputies, or any person or persons performing substantially the same duties in the event said office is ever abolished or changed. Los Angeles County Auditor—Controller "Los Angeles County Auditor—Controller" means the person who holds the office designated Los Angeles County Auditor—Controller from time to time, or one of his duly appointed deputies, or any person or persons performing substantially the same duties in the event said office is ever abolished or changed. Secretary "Secretary" means the secretary of the Agency appointed pursuant to the Law, or other duly appointed officer of the Agency authorized by the Agency by resolution or bylaw to perform the functions of the secretary including, without limitation, the Assistant Secretary of the Agency. Series Bonds "Series Bonds" when used with respect to less than all of the Bonds, means and refer to all of the Bonds delivered pursuant to an applicable Series Resolution on original issuance in a simultaneous transaction, regardless of variation in maturing, interest rate or other provisions, and any Bonds thereafter delivered in lieu of or substitution for any of such Bonds of such Series pursuant to Sections 2.06, 2.07, 2.09 and 2.10. Series Resolution "Series Resolution" means a Resolution of the Agency authorizing the issuance of a Series of Bonds in accordance with the terms and provisions hereof adopted by the Agency in accordance with the terms and provisions hereof. Special Fund "Special Fund" means the Fund by that name designated and established pursuant to Section 4.02. M 0 0 Supplemental Resolution "Supplemental Resolution" or "supplemental resolution" means, other than a Series Resolution, any resolution then in full force and effect which has been duly adopted by the Agency under the Law, or any act supplementary thereto or amendatory thereof, at a meeting of the Agency 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 that portion of taxes levied upon taxable property in the Project Area and received by the Agency, which is allocated to and paid into a special fund of the Agency pursuant to Article 6 of Chapter 6 of the Law and Section 16 of Article XVI of the Constitution of the State of California, all as more particularly set forth hereafter in this General Resolution and in any Series or Supplemental Resolution or other resolution authorizing the issuance of Bonds or Additional Bonds. Tax Revenues shall include reimbursements, subventions or other payments made by the State with respect to any property taxes that would otherwise be due on real or personal property but for an exemption of such property from such taxes. Tax Revenues shall not include any taxes allocated to the Agency that are required by Section 33334.2 of the Law to be used by the Agency for increasing and improving the City of Azusa's supply of low and moderate income housing. Tax Revenues shall not include any amounts required to be paid to any other public entity pursuant to an agreement entered into pursuant to Section 33401 of the Law. Tax Revenues shall not include Investment Earnings. Term Bonds "Term Bonds" means Bonds so designated in this Indenture maturing on December 1, Trustee "Trustee" means the Trustee appointed by the Agency in the applicable Series Resolution 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. Written Request of the Agency "Written Request of the Agency" means an instrument in writing signed by the Chairman or by any other officer of the Agency duly authorized by the Agency for that purpose and by the Secretary, with the seal of the Agency affixed. IM 0 0 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 Agency and the Owners 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 Agency shall be for the equal and proportionate benefit, security and protection of all Owners of the Bonds and Additional Bonds and the interest thereon without preference, priority or distinction as to security or otherwise of any of the Bonds and Additional Bonds or the interest thereon over any of the others by reason of the number or date thereof or the time of sale, execution and delivery thereof, or otherwise for any cause whatsoever, except as expressly provided therein or herein. 3"1 0 0 ARTICLE II THE BONDS Section 2.01. Authorization. Bonds in the aggregate principal amount of not to exceed Five Million Dollars ($5,000,000) are hereby authorized to be issued by the Agency 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 Owners 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. Section 2.02. Issuance in Series. Pursuant to Article III, the Bonds may be issued and sold in Series and in such amounts as from time to time shall be established by the Agency by Series Resolution, in an amount not to exceed the aggregate amount specified herein. Series of Bonds shall be issued subject to the provisions of Article III. The Series Resolution for each such Series of Bonds shall set forth the items required by Section 3.02, together with such additional information as may. be authorized by this Resolution or necessary to identify more fully such subsequent Series of Bonds. In addition, the Agency shall be authorized to set forth any of said items or any such information with respect to a Series of Bonds in the resolution calling for proposals to purchase the applicable Series Bonds. Section 2.03. Terms of Bonds. The Bonds may be issued only as fully registered Bonds without coupons in denominations of $5,000 and any multiple thereof, or such other denominations as may be provided in the applicable Series Resolution. No registered Bond shall have principal maturing in more than one year. The fully registered Bonds . shall be substantially in the form set forth in the applicable Series Resolution. The Bonds shall mature and become payable on the date in each year, as specified in the Series Resolution. The Bonds shall bear interest at the rates designated by the Agency at the time of the sale of the Bonds, but not to exceed twelve percent (12%) per annum or, if higher, not to exceed the interest rate then authorized by law, payable on the date or dates specified in the Series Resolution. The Series Resolution may provide that the Bonds shall bear either a fixed interest rate or a variable interest rate, or an interest rate that is convertible one to the other. Both the principal of and interest on the Bonds shall be payable in lawful money of the United States of America at the location designated in the applicable Series Resolution. The Bonds shall be numbered upwards in consecutive numerical order, and shall bear interest from their date as above permitted. Bonds shall be lettered alphabetically by year of maturity (excluding, however, the letters "I" and "0") 0 0 The Bonds shall bear interest from the interest payment date next preceding the date of authentication thereof unless such date of• authentication of a Bond is an interest payment date, in which event it shall bear interest from such date, or unless a Bond is authenticated prior to an interest payment date and after the close of business on the fifteenth day of the month preceding such interest payment date, in which event it shall bear interest from such interest payment date, or unless such date of authentication of a Bond is prior to the first interest payment date, in which event it shall bear interest from its date; provided, however, that if, at the time of authentication of any Bond, interest is in default on such Bond, such fully registered Bond shall bear interest from the interest payment date to which interest has previously been paid or made available for payment on such Bond. Payment of the interest on any Bond shall be made to the person whose name appears on the Bond registration books of the Trustee 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 other address as he may have filed with the Trustee for that purpose; provided that the final installment of interest payable upon maturity or earlier redemption of such Bond shall be payable together with (and not separately from) the payment of the principal of such Bond. C Section 2.04. Redemption. Optional Redemption . Optional redemption of the Bonds, if any, shall be as specifically provided in the applicable Series Resolution. Such redemption shall be at a redemption price equal to the principal amount thereof to be redeemed together with accrued interest thereon to the redemption date, plus a premium, if any, as designated in the applicable Series Resolution. (b) Sinking Account Redemption. Term Bonds may also be subject to redemption in whole, or in part by lot, upon mailed notice, from minimum sinking account payments made by the Agency pursuant to applicable_ Series Resolution, shall be at a redemption price equal to the principal amount thereof to be redeemed together with accrued interest thereon to the redemption date, without premium, as specified in the applicable Series Resolution. (c) Additional Bonds. Any Additional Bonds issued pursuant to Article III of this Resolution or the applicable Series Resolution or other resolution authorizing the issuance of Additional Bonds may be made as specified in said Series Resolution. (d) Notice of Redemption. Not less than ten (10) nor more than sixty (60) days prior to the date fixed for redemption, the Trustee shall cause notice of any redemption to be mailed to the respective registered owners of any Bonds designated for redemption at their addresses appearing on the Bond registration books in the office of the Fiscal Agent; but failure of a registered owner to receive any such notice shall not affect the validity of the proceedings for the redemption of such Bonds. Such notice shall state the redemption date and the redemption price and, if less than all of the then Outstanding Bonds are to be called for redemption, shall designate the serial -12- • numbers and letters of the Bonds to be redeemed by giving the individual number and letter of each Bond or by stating that all Bonds between two stated numbers and letters, both inclusive, or all of the Bonds of one or more maturities have been called for redemption, and shall require that such Bonds be then surrendered, at the option of the respective Owners thereof, at the office of the Trustee or at the office of the Authenticating Agent, for redemption at the said redemption price, giving notice also that further interest on such Bonds will not accrue after the redemption date. (e) Partial Redemption of Fully Registered Bonds. If the Bonds to be redeemed include a fully registered Bond of a denomination larger than $5,000 (in the event only a portion of any such fully registered Bond is than called for redemption), then upon surrender of such fully registered Bond redeemed in part only, the Agency shall execute and the Trustee shall deliver to the registered owner, at the expense of the Agency, a new Bond or Bonds, of the same series and maturity, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the Bond or Bonds. (f) Effect or Redemption. After the date fixed for redemption, if notice of such redemption shall have been duly mailed 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. (g) Manner of Redemption. Whenever any Bonds are to be selected for redemption by lot, the Trustee shall determine, in any manner deemed by it to be fair, the serial numbers of the Bonds to be redeemed, and shall notify the Agency thereof. The Trustee shall determine, in sufficient time to give the notices required by this Section, what sums will be available in accordance with this Resolution, and shall cause notice to be given in accordance with such determination. Any notice of redemption may be cancelled if for any reason funds are not available on the date fixed for redemption for the payment in full of the Bonds then called for redemption. All Bonds redeemed pursuant to this Section and all Bonds purchased by the Trustee pursuant to the authorization set forth in Section 4.04 shall be cancelled and shall be surrendered to the Agency. Section 2.05. Execution of Bonds. The Bonds shall be executed on behalf of the Agency by the signature of its Chairman or Vice Chairman and the signature of its Secretary who are in office on the date of adoption of this Resolution or at any time thereafter, and the seal of the Agency shall be impressed, imprinted or reproduced by facsimile signature thereon. Either of such signatures may be affixed by facsimile thereof, provided that one of such signatures shall be manually signed on each Bond. If any officer whose signature appears on any Bond ceases to be such officer before delivery of the -13- 0 i Bonds to the purchaser, such signature, either on such Bonds, or on both, shall nevertheless be as effective as if the officer had remained in office until the delivery of the Bonds to the purchaser. Any Bond may be signed and attested on behalf of the Agency by such persons as at the actual date of the execution of such Bond shall be the proper officers of the Agency although at the nominal date of such Bond any such person shall not have been such officer of the Agency. Only such of the Bonds as shall bear.. thereon a certificate of authentication and registration, executed and dated by the Trustee or by the Authenticating Agent, shall be valid or obligatory for any purpose or entitled to the benefits of this Resolution and the applicable Series Resolution, and such certificate of the Trustee 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 and the applicable Series Resolution. Section 2.06. Transfer of Fully Registered Bonds. Any Bond may, in accordance with its terms, be transferred without charge, upon the books required to be kept pursuant to the provisions of Section 2.08, by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such fully registered Bond for cancellation, accompanied by delivery of a written instrument of transfer in a form approved by the Trustee, duly executed. Whenever any Bond shall be surrendered for transfer, the Agency shall execute and the Trustee or the Authenticating Agent shall deliver a new fully registered Bond or Bonds, for like aggregate principal amount, which shall have endorsed thereon the same Bond number or numbers and letter or letters. No transfers of fully registered Bonds shall be required to be made during the 15 days next preceding the interest payment date for such Bonds. Section 2.07. Exchange of Bonds. Bonds may be exchanged without charge at the principal office of the Trustee or of the Authenticating Agent for a like aggregate principal amount of Bonds of other authorized denominations of the same maturity. No exchanges. of Bonds shall be required to be made during the 15 days .. next preceding each interest payment date for such Bonds. Section 2.08. Registration Books. The Trustee will keep and maintain or cause to be kept and maintained, at its principal corporate trust office, sufficient books for the registration and transfer of the Bonds, which shall at all times be open to inspection by the Agency; and, upon presentation for such purpose, the Trustee 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. -14- 0 0 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, shall be of such denominations as may be determined by the Agency, shall be without coupons and may contain such reference to any of the provisions of this Resolution as may be appropriate. Every temporary Bond shall be executed by the Agency upon the same conditions and in substantially the same manner as the definitive Bonds. If the Agency issues temporary Bonds it will execute and furnish definitive Bonds without delay, and thereupon the temporary Bonds may be surrendered, for cancellation, in exchange therefor at the principal corporate trust office of the Trustee designated for payment of the Bonds, and the Trustee shall deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of authorized denominations. Until so exchanged, the 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 Agency, at the expense of the owner of said Bond, shall execute, and the Trustee shall thereupon deliver, a new Bond of like tenor and number and letter in exchange and substitution for the Bond so mutilated, but only upon surrender to the Trustee of the Bond so mutilated. Every mutilated Bond so surrendered to the Trustee shall be cancelled by it and delivered to, or upon the order of, the Agency. If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Agency and the Trustee and, if such evidence be satisfactory to both and indemnity satisfactory to them shall be given, the Agency, at the expense of the owner, shall execute, and the Trustee shall thereupon deliver, a new Bond of like tenor and number and letter in lieu of and in substitution for the Bond so lost, destroyed or stolen. The Agency 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 Agency and the Trustee in the premises. Any Bond issued under the provisions of this Section in lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the Agency whether or not the Bond so alleged to be lost, destroyed or stolen be 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. -15- 0 0 ARTICLE III PROCEEDINGS FOR THE ISSUANCE OF SERIES OF BONDS; ISSUE OF BONDS; ADDITIONAL BONDS Section 3.01. Issuance By Series Resolution. Whenever the Agency shall determine to issue any Series of Bonds, it shall adopt a Series Resolution determining that the issuance of Bonds is -necessary, as below stated, specifying the principal amount of such Bonds, prescribing the terms and conditions of such Bonds and the Funds and Accounts (if the same are not prescribed herein or are not inconsistent herewith or in substitution of those herein) to be established for the security and payment thereof, and specifying an appropriate Series designation for the Bonds of such Series. Section 3.02. Content of Series Resolution. Each Series Resolution authorizing the issuance of a Series of Bonds shall contain a determination, or ratification of a previous determination, by the Agency that the principal amount of such Series of Bonds is necessary for the purpose of carrying out the Redevelopment Plan, for the refunding or redemption of Bonds or other indebtedness of the Agency or for other lawful purposes, and shall, in addition to provisions elsewhere herein authorized or required, specify: (a) The purpose or purposes for which such Series of Bonds is being issued; (b) The authorized principal amount and denominations of such Series of Bonds; (c) The form or forms, title and designation of, and, if other than in this Resolution provided, the manner of numbering and lettering, such Series of Bonds; (d) The portion of the Series of Bonds which are Term Bonds (if any) and the portion of the same which are Serial Bonds (if any); (e) The date or dates of maturity of such Series of Bonds, and the Issue Date of such Series of Bonds; (f) The amount and Principal Installment Date of each Principal Installment for Serial Bonds, if any, and of each Sinking Fund Installment for Term Bonds, if any, required by such Series Resolution to be paid by the Agency for the retirement of any of such Series of Bonds; (g) The Authenticating Agent (if any) appointed by such Series Resolution for such Series of Bonds; —16— 0 0 (h) The rate or rates of interest, or the manner of determining such rate or rates of interest, on such Series of Bonds and the Interest Payment Dates of such Series of Bonds; ( i ) The application of the proceeds of the sale of the Series of Bonds. (j) The designation of any Accounts or Funds to be established; (k) The amount, if any, necessary for deposit in the Reserve Account; (1) The provisions, if any, for redemption of such Series of Bonds; and (m) Any covenants or other provisions deemed advisable by the Agency, not in conflict with the provisions of this Resolution. Section 3.03. Issuance and Delivery of Bonds. After their authorization by a Series Resolution, the Series of Bonds may be executed by or on behalf of the Agency, and delivered by the Trustee to the purchasers thereof upon compliance by the Agency with the requirements, if any, set forth in such Series Resolution and with the requirements of Section 3.04. Section 3.04. Conditions Precedent to Delivery of Bonds. The Trustee shall deliver to the purchasers thereof any Series of Bonds authorized to be issued pursuant to this Resolution and a Series Resolution, but only upon receipt of the following: (a) A copy of this Resolution, the applicable Series Resolution for such Series of Bonds and any other applicable Supplemental Resolution, each certified by an Authorized Officer; (b) An Opinion of Bond Counsel stating (1) that in the opinion of such counsel this Resolution, any applicable Series Resolution and any applicable Supplemental Resolution each have been duly adopted by the Agency and any applicable Series Resolution contains the provisions required by this General Resolution; (2) that this Resolution and any applicable Series Resolution are valid and binding upon the Agency and are enforceable in accordance with their terms; (3) that this Resolution and any applicable Series Resolution create a valid pledge of that which this Resolution and such applicable Series Resolution purport to pledge, subject to the provisions of this Resolution and such applicable Series Resolution; provided, however, that the Opinion of Bond Counsel may be qualified to the extent that the enforceability of this Resolution and any applicable Series Resolution may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally; (4) that the Trustee is duly authorized by the Agency to deliver Bonds as identified and described in any applicable Series Resolution; and (5) that the principal amount of Bonds to be issued and then Outstanding will not exceed any limit imposed by law; _17_ 0 6 (c) An Officer's Certificate stating that the Agency is not, at the time of issuance of such Series of Bonds, in default hereunder, directing the Trustee to deliver such Series of Bonds as authorized, and stating the amounts to be deposited in the various applicable Funds and Accounts; (d) With respect to a Series of Additional Bonds, an Officers Certificate in compliance with with the requirements, if any, set forth in any applicable Series Resolution, Supplemental Resolution or other resolution authorizing the issuance of Additional Bonds-, as such requirements are authorized to be established pursuant to Section 3.07. (e) An Officer's Certificate that, upon the issuance of the proposed Series of Bonds, the amount credited to the Reserve Account will be equal to or in excess of the Reserve Requirement; and (f) Such further documents and moneys as are required by any applicable Series Resolution. Section 3.05. Refunding Bonds. (a) Bonds may be issued to refundas a whole all Series of Bonds issued pursuant hereto and at the time Outstanding. In such case, a new Resolution shall be adopted. (b) Bonds issued to refund a Series of Bonds (or a portion thereof as permitted by law) then Outstanding shall be issued by the Agency under this Resolution and a Series Resolution, but only upon the receipt by the Trustee of: (1) The applicable Series Resolution for the refunding Bonds; (2) The documents referred to in subsections (a), (b), (c) and (d) of Section 3.04; (3) Irrevocable instructions to the Trustee to give due notice of redemption of all the Bonds to be refunded on the Redemption Date specified in such instructions; (4) If the Series of Bonds to be refunded is not by its terms subject to redemption within the next succeeding sixty (60) days, irrevocable instructions to the Trustee to make due publication of a notice, as shall be provided for in the Series Resolution, to the owners of the Bonds being refunded; (5) Either (A) moneys in an amount sufficient to effect a discharge as described in Section 9.03 and in the Series Resolution, which moneys shall be held by the Trustee in a separate account irrevocably in trust for and assigned to the respective Owners of the Bonds to be refunded, or (B) Federal Securities and moneys, if necessary, which satisfy the provisions of Section 9.03 and the Series SGS Resolution, which Federal Securities and moneys shall be held in trust and used only as provided in the Series Resolution; and (6) Such further documents and moneys as are required by the provisions of this Resolution or the applicable Series Resolution. Section 3.06. Validity of Bonds. The validity of the authorization and issuance of any of the Bonds shall not be affected by any omission by the Agency or by any officer, agent or employee of the Agency or any other defect in the proceedings taken under the Law subsequent to the issuance of the 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 obligation with respect to the Project. Section 3.07. Issuance of Additional Bonds. In addition to the Series Bonds, the Agency may, by other Series Resolution, by Supplemental Resolution or by any other resolution authorizing the issuance of Additional Bonds, establish one or more additional series of Bonds to finance the Project in such principal amount as shall be determined by the Agency. The Agency may deliver Additional Bonds so established subject to the specific conditions which are made conditions precedent to.the delivery of any such Additional Bonds by the Series Resolution, Supplemental Resolution or by any other resolution authorizing the issuance of Additional Bonds. Nothing in this Resolution, or in any Series Resolution, Supplemental Resolution or other resolution authorizing the issuance of Additional Bonds shall prohibit the Agency from issuing bonds or other obligations by Series Resolution, Supplemental Resolution or other resolution which are payable from the Tax Revenues, provided that any lien and pledge of the Tax Revenues for the payment of any such bonds or other obligations shall be junior to the lien and pledge of the Tax Revenues herein authorized for the Bonds and any Additional Bonds. -19- ARTICLE IV THE TAX REVENUES; SPECIAL FUND AND ACCOUNTS Section 4.01. Pledge of Tax Revenues. The Bonds shall be secured by a pledge of the Tax Revenues and a pledge of the moneys in the accounts, as designated in the Series Resolution. Section 4.02. Special Fund. There is hereby established a special fund to be designated as the "Special Fund", which the Agency hereby covenants and agrees to cause to be maintained and which shall be held in trust by the Trustee. The Agency shall pay or cause to be paid to the Trustee all of the Tax Revenues and the Agency 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 when collected for the account of the respective taxing agencies or by the official who collected such Tax Revenues on behalf thereof. All Tax Revenues at any time paid into the Special Fund shall be held by the Trustee in trust for the benefit of the Owners from time to time of the Bonds, and shall be disbursed, allocated and applied solely for the uses and purposes provided in this Resolution or in an applicable Series or Supplemental Resolution or in any other resolution authorizing the issuance of Additional Bonds. So long as any of the Bonds are Outstanding, the Agency 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 Trustee as hereinafter set forth in the applicable Series Resolution. Section 4.03. Estab Tax Revenues in the Speci Accounts within the Special order of priority specified ishment and Maintenance of Accounts for Revenues. 1 Fund shall be set aside by the Trustee in the Fund and shall be applied in the manner and in the in the applicable Series Resolution. Section 4.04. Purchase of Bonds. The Agency may, in the applicable Series Resolution, authorize the Trustee to purchase Bonds with funds otherwise scheduled to be applied to the redemption of Bonds.- -20— 0 0 ARTICLE V OTHER COVENANTS OF THE AGENCY Section 5.01. Punctual Payment. The Agency 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, this Resolution and the Series Resolution, and it will faithfully observe and perform all of the conditions, covenants and requirements of rthis Resolution, the Series Resolution and all Supplemental Resolutions and of the Bonds. Nothing herein contained shall prevent the Agency from making advances of its own moneys howsoever derived to any of the uses or purposes referred to herein. Section 5.02. Extension of Time for Payment. In order to prevent any accumulation of claims for interest after maturity, the Agency 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 indirectly, be a party to approve any such arrangement by purchasing or funding such 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 Agency, such claim for .interest so extended or funded shall not be entitled, in case of default hereunder, to the benefits of this Resolution, except subject to the prior payment in full of the principal of all of the Bonds then Outstanding and of all claims for interest which shall not have so extended or funded. Section 5.03. Against Encumbrances. The Agency will not encumber, pledge or place any charge or lien upon any of the Tax Revenues superior to or on a parity with the pledge and lien herein created for the benefit of the Bonds, except as permitted by this Resolution. Section 5.04. Management and Operations of Properties. The Agency will manage and operate all properties owned by the Agency and comprising any part of the Project in a sound and businesslike manner, and will keep such properties insured at all times in conformity with sound business practice. Section 5.05. Payment of Claims. The Agency 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 Agency or upon the Tax Revenues or any part thereof, or upon any funds in the hands of the Trustee or the Authenticating Agent, or which might impair the security of the Bonds. Nothing herein contained shall require the Agency to make any such payment so long as the Agency in good faith shall contest the validity of said claims. Section 5.06. Books and Accounts; Financial Statement. The Agency will keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the Agency and the City of Azusa, 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 -21- 0 0 all times during business hours be subject to the inspection of the Owners of not less than ten percent (10%) of the principal amount of the Bonds then Outstanding, or their representatives authorized in writing. The Agency will cause to be prepared and filed with the Trustee annually, within one hundred and twenty (120) days after the close of that Fiscal Year so long as any of the Bonds are Outstanding, complete financial statements with respect to such 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 statement shall be accompanied by a certificate or opinion in writing of an Independent Certified Public Accountant. The Agency will furnish a copy of such statements to any Bondowner upon request. Section 5.07. Protection of Security and Rights of Bondholders. The Agency will preserve and protect the security of the Bonds and the rights of the Bondowners, 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 Agency, the Bonds shall be incontestable by the Agency. Section 5.08. Payments of Taxes and Other Charges. Subject to the provisions of Section 5.11 hereof, the Agency 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 Agency on the properties then owned by the Agency in the Project Area, or upon the revenues therefrom, when the same shall become due. Nothing herein contained shall require the Agency to make any such payment so long as the Agency in good faith shall contest the validity of said taxes, assessments or charges. The Agency 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 Agency 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 Plan and the Law. Section 5.10. Taxation of Leased Property. Whenever any property in the Project Area has been redeveloped and thereafter is leased by the Agency to any person or persons (other than the City of Azusa or the County of Los Angeles or any other public agency) or whenever the Agency leases real property in the Project Area 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 -22- property were assessed and taxed in the same manner as privately owned property, the lessee shall pay such difference to the Trustee 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 Trustee shall be treated as Tax Revenues and shall be deposited by the Trustee in the Special Fund. Section 5.11. Amendment of Plan and Disposition of Property. (1) The Agency will not authorize the disposition of any -J and 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 Plan in effect on the date of this Resolution) so that such disposition shall, when taken together with other such dispositions, aggregate more than ten percent (10%) of the land area in the Project Area unless the Plan is amended with the approval of the Trustee as hereinafter provided in this Section 5.11. If the Agency proposes to make such a disposition, it shall propose an amendment to the Plan which expressly provides for the disposition of such real property with such an effect and shall apply to the Trustee for approval of said proposed amendment. The Agency shall thereupon appoint a reputable Independent Financial Consultant and direct said consultant to report on the effect of said proposed disposition. If the Report of the Independent Financial Consultant concludes that the security of the Bonds or the rights of the Bondowners will not be materially impaired by said proposed disposition, and that taxes allocated to the Agency will not be significantly diminished by the proposed disposition, the Trustee shall approve the proposed amendment and the Agency may thereafter adopt the amendment (pursuant -to all applicable provisions of the Law) and make the disposition. If said Report concludes that taxes allocated to the Agency will be significantly diminished or that such security will be materially impaired by said proposed disposition, the Trustee shall either disapprove said proposed amendment, or, in its discretion and as a condition precedent to its approval of said proposed amendment, declare that the requirements set forth in subsection (2) of this Section 5.11 must be required by the amendment to be imposed on any new owner or owners who acquire real property pursuant to dispositions authorized by said amendment. The Agency shall have the sole and exclusive authority to appoint said consultant. Neither the Trustee nor said consultant shall be liable in connection with the performance of their duties hereunder, except for their own negligence or willful default. (2) If the Trustee is not required to approve said proposed disposition pursuant to subsection (1) of this Section 5.11, the Trustee may nevertheless approve said proposed disposition, provided that, as a condition precedent to said approval, the Agency 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 Plan in effect on the date of adoption of this Resolution), without imposing the following requirements on such new owner or owners: -23- • (a) Said new owner or owners shall pay to the Trustee, so long as any of the Bonds are Outstanding, an amount equal to the amount that would have been received by the Trustee as taxes allocated to the Agency if the property were assessed and taxed in the same manner as privately owned non-exempt property; and (b) Such payment shall be made to the Trustee 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 taxes established by law. All such payments in lieu of taxes to the Trustee shall be treated as taxes allocated to the Agency and shall be deposited by the Trustee in the Special Fund. Section 5.12. Single Sum Payments in Lieu of Taxes. As an alterative to payment to the Trustee 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 Trustee in a single sum equal to the amount estimated by the Trustee 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 taxes allocated to the Agency and shall be deposited by the Trustee in the Special Fund. Section 5.13. Tax Revenues. The Agency shall comply with all requirements of the Law to insure the allocation and payment to it of the Tax Revenues, including without limitation the timely filing of any necessary statements of indebtedness with appropriate officials of Los Angeles County, and shall forward information copies of each such filing to the Trustee. Section 5.14. Eminent Domain. The net proceeds received by the Agency from any eminent domain proceeding may, but shall not be required to, be deposited by the Agency in the Special Fund; provided that the net proceeds received by the Agency from the taking of any property in the Proiect Area the redevelopment of which was financed by the Agency through the issuance of revenue obligations shall be deposited, used and applied in the manner provided by the resolution authorizing the issuance of such revenue obligations. Section 5.15, Further Assurances. The Agency 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 Owners of the Bonds of the rights and benefits provided in this Resolution. -24- ARTICLE VI THE TRUSTEE AND THE AUTHENTICATING AGENTS Section 6.01. Appointment of Trustee. The Trustee shall be designated in the Series Resolution and once so appointed shall act as the agent and depositary of the Agency for the purpose of receiving all moneys required to be paid to the Trustee hereunder, to allocate, use and apply the same, to hold, receive and disburse 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 Resolution to be held and performed by the Trustee. The Trustee shall signify its acceptance of the duties and obligations imposed upon it by by executing and delivering to the Agency a written acceptance thereof; and by executing and delivering such acceptance, the Trustee shall be deemed to have accepted such duties and obligations, but only upon the terms and conditions set forth in this Resolution. The Agency may remove the Trustee 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 the State of California, having a combined capital (exclusive 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 referred 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 Trustee may at any time resign by giving written notice to the Agency and by giving to the Bondowners notice by mail substantially in the manner described in Section 2.04(4). Upon receiving notice of such resignation, the Agency shall promptly appoint a successor Trustee by an instrument in writing. Any resignation or removal of the Trustee and appointment of a successor Trustee shall become effective upon acceptance of appointment by the successor Trustee. Section 6.02. Appointment of Authenticating Agent. The Agency may appoint an Authenticating Agent, in the applicable Series Resolution, for the purpose of paying the principal of the Bonds at maturity or upon earlier redemption, for maintaining an office where Bonds may be presented for registration of transfer and exchange, and for maintaining an office upon which notices and demands in respect of the Bonds may be served. Each Authenticating Agent shall signify its acceptance of the duties and obligations imposed on it by this Resolution by executing and delivering to the Trustee a written acceptance thereof. The Trustee shall enter into such arrangements with any such Authenticating Agent as shall be necessary' and desirable to enable such Authenticating Agent to carry out the duties of its office. The Agency may remove any Authenticating Agent at any time by giving -25- written' notice of such removal to such Authenticating Agent and to the Trustee. Any Authenticating Agent may at any time resign by giving written notice of such resignation to the Agency and the Trustee. In the event of the resignation or removal of any Authenticating Agent, such Authenticating Agent shall pay over, transfer, assign and deliver any moneys held by it to its successor or, if there be no successor then appointed, to the Trustee. The Agency shall give prompt notice of the acceptance of appointment by any successor Authenticating Agent to the Bondowners by mail substantially in the manner designated in Section 2.04(4). Section 6.03. Liability of Trustee and Authenticating Agent. The recitals of facts, covenants and agreements herein and in the Bonds contained shall be taken as statements, covenants and agreements of the Agency, and neither the Trustee nor any Authenticating Agent assumes any responsibility for the correctness of the same, or makes any representations as to the 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. Neither the Trustee nor any Authenticating Agent shall be liable in connection with the performance of its duties hereunder, except for its own negligence or bad faith. The Agency agrees to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or 'liability in connection with the exercise or performance of any of its powers or duties hereunder.. The Trustee and its directors, officers, employees or agents, may in good faith, buy, sell, own, hold and deal in any of the bonds or the coupons pertaining thereto and may join in any action which any holder of a bond may be entitled to take, with like effect as if the Trustee was not the Trustee under this Resolution. The Trustee may in good faith hold any other form of indebtedness of the Agency, own, accept or negotiate any drafts, bills of exchange, acceptances or obligations of the Agency, and make disbursements for the Agency and enter into any commercial or business arrangement therewith, without limitation. Section 6.04. Notice to Trustee and Authenticating Agent. The Trustee and Authenticating Agent shall be protected in acting upon any notice, resolution, request, consent, order, certificate, report, warrant, Bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties. The Trustee and any Authenticating Agent may consult with counsel, who may be of counsel to the Agency, 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 and in accordance therewith. -26- Neither the Trustee nor Authenticating Agent shall be bound to recognize any person as the Owner 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 Trustee or Authenticating Agent shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of "bad faith on the part of the Trustee or the Authenticating Agent, be deemed to be conclusively proved and established by a certificate of the Agency, and such certificate shall be full warrant to the Trustee or the Authenticating Agent for any action taken or suffered under the provisions of this Resolution or any Supplemental Resolution upon the faith thereof, but in its discretion the Trustee or the Authenticating Agent may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. Section 6.05. Deposit and Investment of Moneys in Funds. All moneys held by the Trustee in any of the funds or accounts established or authorized to be established by Series Resolution pursuant to this Resolution shall be deposited in time deposits (which may be represented by certificates of deposit) or other interest bearing accounts in any bank or trust company authorized to accept deposits of public funds (including the banking department of the Trustee), 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. Such obligations shall be deposited with such bank or banks as may be selected by the Trustee after consultation with the Treasurer of the Agency and held by or for the account of the Trustee as security for such deposits. Moneys in the Special Fund, including the Accounts created thereunder, may, and upon the Written Request of the Agency shall, be invested by the Trustee in Permitted Investments maturing as hereinafter provided. Moneys in the Special Fund, including the Accounts created thereunder, shall be invested by the Trustee, and moneys in the Redevelopment Fund may oe invested by the Treasurer, in such obligations which by their terms mature prior to the date on which such moneys are required to be paid out hereunder; except moneys in the Reserve Account may be so invested in such obligations which by their terms mature prior to the date estimated by the Agency to be required to be paid out or transferred to another Account hereunder or to be paid out hereunder. Investment Earnings in the Redevelopment Fund during the period terminating upon completion of the Project are to be applied to the Project and, thereafter: (a) any unused Bond proceeds shall be then transferred by the Agency Treasurer to the Special Fund and used to pay debt service on the Bonds; and _27_ 0 (b) any Investment Earnings on the Redevelopment Fund shall be transferred by the Agency Treasurer to the Agency's administrative fund or other such fund in which Agency administrative funds are deposited. For purposes of the foregoing transfers, the Agency shall be deemed to have applied Bond proceeds to the costs of the Project and then to have applied Investment Earnings to the costs of the Project; All Investment Earnings in the Special. Fund (including the Interest Account, Principal Account, Sinking Account and Reserve Account) shall be transferred by the Trustee to the Agency and shall be deposited by the Agency Treasurer in the Agency's administrative fund or other such fund into which Agency administrative funds are deposited, such transfers to be made by the Trustee from time to time, when Investment Earnings during any Bond year shall be available, but in any event, Investment Earnings during any Bond year shall be so transferred no later than the last day of such Bond Year; provided that: (i) at the time of any such transfer, the amount required to be maintained in the Reserve Account shall be on deposit in the Reserve Account; and (ii) at the time of any such transfer, debt service payable on the Bonds during such Bond Year shall have been paid or provided for. The Trustee shall, from time to time, apply any then available Investment Earnings to pay debt service on the Bonds or to restore a deficiency in the Reserve Account in the event that the proceeds of Tax Revenues shall then be insufficient for such purpose, provided that, if, and to the extent, the Trustee shall, from time to time, apply any then available Investment Earnings to pay debt service on the Bonds or to restore a deficiency in the Reserve Account in the event that the proceeds of Tax Revenues are then insufficient for such purpose; provided that, if, and to the extent that, the Trustee shall, from time to time, so apply Investment Earnings the Trustee shall replace such Investment Earnings with the first proceeds of Tax Revenues not then required to be applied to payment of debt service on the Bonds or to restore a deficiency in the Reserve Account and shall then transfer the replaced Investment Earnings to the Agency for deposit by the Treasurer in the administrative fund or other such fund in which Agency administrative funds are deposited; All Investment Earnings shall be transferred to the Agency free and clear of the lien and pledge of this Resolution; provided that nothing herein shall prohibit the Agency from pledging all or any portion of Investment Earnings to the payment of the Bonds or any Additional Bonds pursuant to the applicable Series Resolution, Supplemental Resolution or other resolution authorizing the issuance of such Additional Bonds. Upon retirement of all the Bonds then Outstanding, the Trustee shall pay all moneys then in the Reserve Fund to the Agency Treasurer for deposit in the Redevelopment Fund for use by the Agency for any then lawful purpose. M 0 0 The Trustee .may act as principal or agent in the acquisition or disposition of any investment security. Investments in any and all funds and accounts may be commingled in a separate fund or funds for purposes of making, holding and disposing of investments, notwithstanding provisions herein for transfer to or holding in or to the credit of particular funds or accounts of amounts received or held by the Trustee hereunder, provided that the Trustee shall at all times account for such investments strictly in accordance with the funds and accounts to which they are credited and otherwise as provided in this Resolution. The Trustee shall sell at the best price obtainable, or present for redemption, any investment security whenever it shall be necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund or account to which such investment security is credited and the Trustee shall not be liable or responsible for any loss resulting from the acquisition or disposition of such investment security in accordance herewith. The Agency covenants with the Owners of all Bonds at any time Outstanding that it will make no use of the proceeds of the Bonds which will cause any of .the Bonds to be "arbitrage bonds" subject to federal income taxation. by reason of Section 103(c) of the Internal Revenue Code of 1954, as amended. To that end, so long as any of the Bonds are Outstanding, the Agency and the Trustee, 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 Treasury issued thereunder, to the extent that such requirements are, at the time,'applicable and in effect. Section 6.06. Compensation, Indemnification. The Agency shall pay to the Trustee from time to time reasonable compensation for all services rendered under this Resolution, and also all reasonable expenses, charges, counsel fees and other disbursements, including those of their attorneys, agents and employees, incurred in and about the performance of their powers and duties under this Resolution, and the Trustee shall have a lien therefor on any and all funds at any time held by it under this Resolution. The Agency further agrees to indemnify and save the Trustee harmless against any liabilities which it may incur in the exercise and performance of its powers and duties hereunder which are not due to its negligence or bad faith. -29- ARTICLE VII MODIFICATION OR AMENDMENT Of THE RESOLUTION Section 7.01. Amendments Permitted. This Resolution and the rights and obligations of the Agency and of the Owners of the Bonds may be modified or amended at any time by a Supplemental Resolution and pursuant to the affirmative vote at a meeting of Bondowners, or with the written consent without a meeting, of the Owners of 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 Agency to pay the principal thereof, or interest thereon, or any premium payable on the redemption thereof, at the time and place and at the rate and in the currency provided therein, without the express consent of the Owner of such Bond, or (2) permit the creation by the Agency of any pledge or lien upon the Tax Revenues superior to or on a parity with the pledge and lien created for the benefit of the Bonds (except as permitted by this Resolution), 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 Trustee or of any Authenticating Agent without its written assent thereto. This Resolution and the rights and obligations of the Agency and of the Owners of the Bonds may also be modified or amended at any time by a Supplemental Resolution, without the consent of any Bondowners, 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 Agency 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 Agency; (b) to make such provisions for the purpose of curing any ambiguity; or of curing, correcting or supplementing any defective provision contained in this Resolution; or in regard to questions arising under this Resolution, as the Agency may deem necessary or desirable and not inconsistent with this Resolution, and which shall not adversely affect the interests of the Owners 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 may be issued, subject to and in accordance with the provisions of Section 3.07. Section 7.02, Bondholders' Meetings. The Agency may at any time call a meeting of the Bondowners. In such event the Trustee 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. IS1i19 Section 7.03. Procedure for Amendment with Written Consent of Bondholders. The Agency may at any time adopt a Supplemental Resolution 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 the concerned Bondowners for their consent thereto, shall be mailed by the Agency to each of Bondowner, 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. Such Supplemental Resolution shall not become effective unless there shall be filed with the Trustee the written consents of the Owners of sixty percent (60%) in aggregate principal amount of the Bonds then Outstanding (exclusive of Bonds disqualified as provided in Section 7.04). 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 Owner of the Bonds giving such consent and on any subsequent Owner (whether or not such subsequent Owner has notice thereof) unless such consent is revoked in writing by the Owner giving such consent or a subsequent Owner by filing such revocation with the Trustee prior to the date when the notice hereinafter in this Section provided for has been mailed. After the Owners of the required percentage of Bonds shall have filed their consents to the Supplemental Resolution, the Agency shall mail and publish a notice to the Bondowners in the manner hereinbefore provided in this Section for the mailing of the Supplemental Resolution, stating in substance that the Supplemental Resolution has been consented to by the Owners 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 mailing of such notice shall be filed with the Trustee. A record, consisting of the papers required by this Section to be filed with the Trustee, shall be proof of the matters therein stated until the contrary is proved. The Supplemental Resolution shall become effective upon the filing with the Trustee of the proof of the publication of such last-mentioned notice, and the Supplemental Resolution shall be deemed conclusively binding (except as otherwise hereinabove specifically provided in this Article) upon the Agency and the Owners 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 for the account of the Agency or the City of Azusa, excepting any pension or retirement fund, shall not be deemed Outstanding for the purpose of any vote, consent or other action or any 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. -31- 0 0 Section 7.05. Effect of Supplemental Resolution. From and after the time any Supplemental Resolution becomes effective pursuant to this Article VII, this Resolution shall be deemed to be modified and amended in accordance therewith, the respective rights, duties and obligations under this Resolution of the Agency and all Owners of concerned Bonds Outstanding shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such Supplemental Resolution shall be deemed to be part of the terms and conditions of this Resolution for any and all purposes. The Agency may adopt appropriate regulations to require each Bondowner, 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 Agency 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 Agency, as to such action. In that case, upon demand of the Owner of any Bond Outstanding at such effective date and presentation of his Bond for that purpose at the principal corporate trust office of the Trustee or at such other office as the Agency may select and designate for that purpose, a suitable notation shall be made on such Bond. The Agency may determine that new Bonds, so modified as in the opinion of the Agency is necessary to conform to such Bondowners' action, shall be prepared, executed and delivered. In that case, upon demand of the Owner of any Bonds then Outstanding, such new Bonds shall be exchanged at the office of the Trustee in San Francisco, California, without cost to any Bondowner, 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 Bondowner from accepting any amendment as to the particular Bonds held by him, provided that due notation thereof is made on such Bonds. —32— 0 ARTICLE VIII 0 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: (1> if default shall be made in the due and punctual payment of the principal of or redemption premium (if any) on 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 as as such interest installment shall become due and payable; (3) if default shall be any of the covenants this Resolution, in Resolution or in any of Additional Bonds default shall have co or made by the Agency in the observance of agreements or conditions on its part in any applicable Series or Supplemental other resolution authorizing the issuance or in the Bonds contained, and such ntinued for a period of thirty (30) days; (4) if the Agency shall file a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law of the United States of America, or if a court of competent jurisdiction shall approve a petition, filed with or without the consent of the Agency, seeking reorganization under the federal bankruptcy laws or any other applicable law of the United States of America, or if, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the Agency or of the whole or any substantial part of its property; then, and in each and every such case during the continuance of such event of default, the Trustee, upon notice in writing to the Agency, or the Owners of not less than sixty percent (60X) in aggregate principal amount of the Bonds at the time Outstanding, upon notice in writing to the Trustee and to the Agency, 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 deciaration the same shall become and shall be immediately due 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 Agency shall deposit with the Trustee -33- 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 respective rates borne by the Bonds on such overdue installments of principal, and the reasonable expenses of the Trustee, and any and all other defaults known to the Trustee (other than in the payment of principal of and interest on the Bonds due and payable solely by reason of such declaration) shall have been made good or cured to the satisfaction of the Trustee or provision deemed by the Trustee to be adequate shall have been made therefor, then, and in every such case, the Owners of at least sixty percent (60%) in aggregate principal amount of the Bonds then Outstanding, by written notice to the Agency and to the Trustee, may, on behalf of the Owners 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. Application of Funds Upon Acceleration. All of the Tax Revenues and all sums in the Funds and Accounts established or authorized to be established by this Resolution upon the date of the declaration of acceleration as provided in Section 8.01, and all sums thereafter received by the Trustee hereunder, shall be applied by the Trustee 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 Trustee and of the Bondowners, 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 payable, to the payment of the interest in default in the order of the maturity of the installments of such interest, with interest on the overdue installments at the respective rates borne by the Bonds (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 interest, with interest on the overdue principal and installments of interest at the respective rates borne by the Bonds (to the extent that such interest on overdue installments of interest shall have been collected), and in case such moneys shall be insufficient 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 interest over principal, or of any installment of interest over any other installment of interest, ratably to the aggregate of such principal and interest. Section 8.03. Other Remedies of Bondholders. Any Bondowner shall have the right, for the equal benefit and protection of all Bondowners similarly situated: -34- E 0 (1) by mandamus, suit, action or proceeding, to compel the Agency and its members, officers, agents or employees to perform each and every term, provision and covenant contained in this Resolution, in any applicable Series or Supplemental Resolution or in any other resolution authorizing the issuance of Additional Bonds, and in the Bonds, and to require the carrying out of any or all such covenants and agreements of the Agency and the fulfillment of all duties imposed upon it by the Law; (2) by suit, action or proceeding in equity, to enjoin any acts or things which are unlawful, or the violation of any of the Bondowners' 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 Agency and its members and employees to account as if 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 this Resolution, or in the Bonds, shall affect or impair the obligation of the Agency, which is absolute and unconditional, to pay the principal of and interest on the Bonds to the respective Owners 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 Owners to institute suit to enforce such payment by virtue of the contract embodied in the Bonds. A waiver of any default by any Bondowner shall not affect any subsequent default or impair any rights or remedies on the subsequent default. No delay or omission of any Owner of any of the Bonds to exercise any right or power accruing upon any 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 Bondowners 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 Owners of the Bonds. If a suit, action or proceeding to enforce any right or exercise any remedy be abandoned or determined adversely to the Bondowners, the Agency and the Bondowners shall be restored to their former positions, rights and remedies as if such suit, action or proceeding had not been brought or taken. Section 8.05. Actions by Trustee as Attorney - in -Fact. Any suit, action or proceeding which any Owner of Bonds shall have the right to bring to enforce any right or remedy hereunder may be brought by the Trustee for the equal benefit and protection of all Owners of Bonds similarly situated and the Trustee is hereby appointed (and the successive respective Owners of the Bonds issued hereunder, by taking and holding the same, shall be conclusively deemed so to have appointed it) the true and lawful attorney - in -fact of the -35- respective Owners of the Bonds for the purpose of bringing any such suit, action or proceeding and to do and perform any and all acts and things for and on behalf of the respective Owners of the Bonds as a class or classes, as may be necessary or advisable in the opinion of the Trustee as such attorney-in-fact. Section 8.06. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Owners 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 statute or otherwise, and may be exercised without exhausting and without regard to any other remedy conferred by the Law or any other law. -36- ARTICLE IX MISCELLANEOUS Section 9.01. Benefits of Resolution Limited to Parties. Nothing in this Resolution, expressed or implied, is intended to give to any person other than the Agency, the Trustee, any Authenticating Agent and the Owners of the Bonds, any right, remedy, claim under or by reason of this Resolution. Any covenants, stipulations, promises or agreements .j n this Resolution contained by and on behalf of the Agency shall be for the sole and exclusive benefit of the Owners of the Bonds, the Trustee and the Authenticating Agent. Section 9.02. Successor is Deemed Included in All References to Predecessor. Whenever in this Resolution or any Series Resolution or any Supplemental Resolution either the Agency or the Trustee or any Authenticating Agent is named or 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 Agency or the Trustee or any Authenticating Agent shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not. Section 9.03. Discharge of Resolution. If the Agency shall pay and discharge the entire indebtedness on all Bonds Outstanding in 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 all Bonds Outstanding, as and when the same become due and payable; (2) by depositing with the Trustee, in trust, at or before maturity, money which, together with the amounts then on deposit in the funds and Accounts provided for in this Resolution, is fully sufficient to pay all Bonds Outstanding, including all principal, interest and redemption premiums, or; (3) by depositing with the Trustee, in trust, Federal Securities or general obligation bonds of the State of California in such amount as the Trustee shall determine will, together with the interest to accrue thereon and moneys then on deposit in the Funds and Accounts provided for in this Resolution, be fully sufficient to pay and discharge the indebtedness on all Bonds (including all principal, interest and redemption premi.ums) 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 Trustee shall have been made for the giving of such notice, then, at the election of the Agency, 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 all other -37- 0 0 obligations of the Agency under this Resolution with respect to all Bonds Outstanding shall cease and terminate, except only the obligation of the Agency to pay or cause to be paid to the Owners of the Bonds not so surrendered and paid all sums due thereon; and thereafter Tax Revenues shall not be payable to the Trustee. Notice of such election shall be filed with the Trustee and each Authenticating Agent. Any funds held by Authenticating Agent, at the time of receipt by the Authenticating Agent of such notice from the Agency, which are not required for the purpose above mentioned, shall be paid over to the Agency. 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 Bondowners may be in one or more instruments of similar tenor, and shall be executed by Bondowners in person or by their attorneys appointed in writing. Except as otherwise herein expressly provided, the fact and date of the execution by any Bondowner 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 take acknowledgments of deeds to be recorded in the state in which he purports to act, that the person signing such request, declaration or other instrument or writing 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 any such person executing such request, declaration or other instrument or writing as a Sondowner, and the numbers thereof, and the date of his holding such Bonds, may be proved bya certificate, which need not be acknowledged or verified, satisfactory to the Trustee, executed by a trust 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 Trustee. The Trustee may nevertheless in its discretion require further or other proof in cases where it deems the same desirable. The ownership of Bonds and the amount, maturity, number and date of holding the same shall be proved by the registration books. Any request, declaration or other instrument or writing of the Owner of any Bond shall bind all future Owners of such Bond in respect of anything done or suffered to be done by the Agency or the Trustee in good faith and in accordance therewith. IMI -M Section 9.05. Waiver of Personal Liability. No member, officer, agent or employee of the Agency shall be individually or personally 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 9.06. 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 for any or all of the successive publications, but may be made on different days of the week and in different newspapers. Section 9.07. Destruction of Cancelled Bonds. Whenever in this Resolution provision is made for the surrender to the Agency of any Bonds which have been paid or cancelled pursuant to the provisions of this Resolution, a certificate of destruction duly executed by the Trustee shall be deemed to be the equivalent of the surrender of such cancelled Bonds and the Agency shall be entitled to rely upon any statement of fact contained in any certificate with respect to the destruction of any such Bonds therein referred to. Section 9.08. Notices and Demands on Agency. Any notice or demand which by any provision of this Resolution is required or permitted to be given or served by the Trustee to or on the Agency may be given or served by being deposited postage prepaid in a post office letter box addressed (until another address is filed by the Agency with the Trustee) as follows: Secretary, Azusa Redevelopment Agency, 801 N. First Street, Azusa, California 95110. 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 Agency hereby declares that it would have adopted this Resolution and each and every other Section, paragraph, sentence, clause or phrase hereof and authorized the issue of the Bonds pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of this Resolution may be held illegal, invalid or unenforceable. If, by reason of the judgment of any court, the Trustee is rendered unable to perform its duties hereunder, all such duties and all of the rights and powers of the Trustee hereunder shall be assumed by and vest in the Treasurer of the Agency in trust for the benefit of the Bondowners. The Agency covenants for the direct benefit of the Bondowners that its Treasurer, in such case, shall be vested with all of the rights and powers of the Trustee hereunder, and shall assume all of the responsibilities and perform all of the duties of the Trustee hereunder, in trust for the benefit of the Bonds. -39- Section 9.10. Effective Date of Resolution. This Resolution shall take effect from and after the date of its passage and adoption. ADOPTED THIS 13th DAY OF AUGUST, 1984, BY THE FOLLOWING VOTE: AYES: DIRECTORS: CRUZ, COOK, LATTA, MOSES NOES: DIRECTORS: NONE ABSENT DIRECTORS: CAMARENA CI Gr/�a Chairm of the Azusa Redevelopment (S E A L) Agenc Attest: Secretary Y the Azusa Re evelopment Agency The duties and obligations herein imposed upon the Trustee are hereby accepted and agreed to: (Authorized Officer) TRUSTEE Dated: , 1984. -40- SECRETARY'S CERTIFICATE I, Adolph A. Solis , Secretary of the Azusa Redevelopment Agency, hereby certify that the foregoing is a full, true and correct copy of a Resolution duly adopted a regular meeting of said Agency duly and regularly held at the regular meeting place thereof on August 13, 1984, of which meeting all the members of said Agency had due notice and at which a majority thereof was present; and that at said meeting said Resolution was adopted by the following vote: AYES: DIRECTORS: CRUZ, COOK, LATTA, MOSES NOES: DIRECTORS: NONE ABSENT: DIRECTORS: CAMARENA IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal of said Agency on August 15, 1984, Secretary f the usa edevelopment Agency _41_