HomeMy WebLinkAboutResolution No. 292r
11019-9 JHHW:ACH:ea 05/08/86 H7385
RESOLUTION NO. 292
A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY
OF AZUSA AUTHORIZING THE ISSUANCE OF $6,130,000
AGGREGATE PRINCIPAL AMOUNT OF REDEVELOPMENT AGENCY
OF THE CITY OF AZUSA CENTRAL BUSINESS DISTRICT
REDEVELOPMENT PROJECT TAX ALLOCATION BONDS, 1986
SERIES A, SUCH BONDS TO BE ISSUED PURSUANT TO A TRUST
INDENTURE DATED AS OF THE DATE OF THE BONDS,
AUTHORIZING THE SALE OF SUCH BONDS, AND APPROVING AND
AUTHORIZING THE EXECUTION OF IMPLEMENTING DOCUMENTS
AND ACTIONS
CENTRAL BUSINESS DISTRICT REDEVELOPMENT PROJECT
WHEREAS, the Redevelopment Agency of the City of Azusa (the "Agency") is a
redevelopment agency, a public body, corporate and politic, duly created, established and
authorized to transact business and exercise powers under and pursuant to the provisions
of the Community Redevelopment Law of the State of California (the "Law"), including
powers to issue bonds for any of its corporate purposes and to issue refunding bonds
pursuant to the Law;
WHEREAS, a redevelopment plan for the Central Business District Redevelopment
Project (the "Project"), in the City of Azusa, California, has been adopted in compliance
with all requirements of law;
WHEREAS, to provide funds to aid in the redevelopment of the Project, including to
provide funds (with other moneys) to refund and defease the Agency's outstanding Central
Business District Redevelopment Project, Tax Allocation Notes, Issue of 1985, (the "1985
Notes"), the Agency now desires to provide for the issuance pursuant to a Trust Indenture,
dated as of August 1. 1986 (the Trust Indenture"), of tax allocation bonds (the "Bonds"), as
more particularly herein described:
WHEREAS, pursuant to Resolution No. 286, adopted July 21, 1986, calling for bids
on the Bonds and approving and directing the publication of an Official Notice of Sale
therefor, the Secretary of the Agency has caused the Official Notice of Sale to duly
published, which publication is hereby approved and confirmed;
WHEREAS, the Agency's Financial Consultant, Fiser Public Finance, has caused a
final Official Statement relating to the Bonds, to be submitted to and for approval by the
Agency for distribution to the purchasers of the Bonds; and
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WHEREAS, the proceedings are now ready for final implementation and the Bonds
may now be issued, sold and delivered and, in this regard, the Executive Director of the
Agency or, in his absence, the Redevelopment Director of the Agency are herein after
authorized and directed to award the Bonds to the purchaser which has submitted the
highest responsible bid for the purchase of the Bonds only, however, on the terms and
conditions hereafter and Resolution No. 286 provided;
NOW, THEREFORE, IT IS HEREBY FOUND, DETERMINED and ORDERED, as
follows:
1. The Redevelopment Agency of the City of Azusa, Central Business District
Redevelopment Project, Tax Allocation Bonds, 1986 Series A, in an aggregate principal
amount of $6,130.000 are hereby authorized to be issued, pursuant hereto and to the Trust
Indenture, in form substantially as submitted at this meeting, which Trust Indenture is
hereby approved and authorized and directed to be executed by the Chairman of the
Agency and his signature thereto to be attested by the Secretary who shall affix thereto the
official seal of the Agency.
2. The 1986 Bonds shall be awarded by the Executive Director of the Agency or, in
his absence, by the Redevelopment Director of the Agency, on the terms and conditions
set forth in Resolution No. 286 to the highest responsible best bidder (the "Purchaser");
provided that the net interest cost of the Bonds to the Agency (determined in accordance
with the applicable provisions of the approved Official Notice of Sale) shall not exceed
9.50% per annum.
3. The final Official Statement, substantially in the form submitted to the Agency, is
hereby approved for distribution to purchasers of the Bonds, with such changes as may
be necessary or convenient to conform the Official Statement to the provisions of the Trust
Indenture. the Official Notice of Sale and bid of the Purchaser and the Executive Director
shall execute the final Official Statements on behalf of the Agency and shall be authorized
and directed to execute a certificate in regards thereto.
4. Alt actions heretofore taken by the officers and agents of the Agency with
respect to the sale, execution and delivery of the Bonds are hereby approved, confirmed
and ratified, and the Chairman, Secretary and Treasurer of the Agency, the Executive
Director, Redevelopment Director and General Counsel of the Agency and each of them
and any and all other officers of the Agency are hereby authorized and directed, for and in
the name and on behalf of the Agency. to do any and all things and take any and all
actions, necessary for the proper execution and delivery of any and all certificates,
requisitions, agreements (including, without limitation, an Escrow Deposit and Trust
Agreement and an agreement for investment of the proceeds of the Bonds, substantially in
the form presented at this meeting), and for the proper conformation of all documents to to
the requirements of the Trust Indenture, the Official Notice of Sale and the bid of the
Purchaser in order to consummate the lawful issuance, sale and delivery of the Bonds to
the Purchaser.
5. This resolution shall take effect from and after its adoption.
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• PASSED AND ADOPTED on August 11, 1986, by the following vote:
AYES: BOARDMEMBERS: AVILA, COOK, LATTA, MOSES
NOES: BOARDMEMBERS: NONE
ABSENT: BOARDMEMBERS: CRUZ cx
Chairman
(SEAL)
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ESCROW DEPOSIT AND TRUST AGREEMENT
CENTRAL BUSINESS DISTRICT REDEVELOPMENT PROJECT
TAX ALLOCATION BONDS, 1986 SERIES A
This Escrow Deposit and Trust Agreement (the "Agreement'), dated as of August
1, 1986, is by and between the REDEVELOPMENT AGENCY OF THE CITY OF AZUSA,
CALIFORNIA, a public body, corporate and politic, duly created and existing pursuant to
the Community Redevelopment Law of the State of California (the "Agency"), and
SECURITY PACIFIC NATIONAL BANK, a national banking association organized and
existing under the laws of the United States of America, as escrow holder (the "Escrow
Holder").
WITNESSETH:
WHEREAS, the Agency has heretofore issued its Redevelopment Agency of the
City of Azusa, Central Business District Redevelopment Project Tax Allocation Notes,
Issue of 1985, (the "1985 Notes") in the aggregate principal amount of $2,400,000
pursuant to Resolution No. 232, adopted by the Agency on December 16, 1985 and a
Trust Indenture, dated as of December 1, 1985, by and between the Agency and Security
Pacific National Bank, as trust. (the "1985 Indenture"), for the purpose of providing
financing in connection with the Central Business District Redevelopment Project of the
Agency;
Whereas, the Agency has determined that it is in the best interest of the Agency to
defease the $2,400,000 principal amount of the 1985 Notes and the Agency has proposed
to cause to be provided funds required to defease the 1985 Notes pursuant to and in
accordance with Section 9.03 the 1985 Indenture, and it is desirable to enter into this
Agreement to provide for the defeasance of the 1985 Notes:
WHEREAS, the Agency, by its Resolution No. _ 292 , adopted by the Agency on
August 11. 1986, has authorized the issuance and delivery of its Redevelopment Agency
of the City of Azusa, Central Business District Redevelopment Project Tax Allocation
Bonds, 1986 Series A (the "1986 Bonds"), pursuant to a Trust Indenture, dated as of
August 1, 1986 (the "1986 Indenture"), and has determined to use a portion of the
proceeds of the 1986 Bonds to refund, in advance, the presently outstanding 1985 Notes
and thereby to discharge and satisfy the 1985 Indenture.
WHEREAS, the Agency, in the 1986 Indenture has directed that a portion of the
proceeds of the sale of the 1986 Bonds be deposited hereunder, such amount deposited
to be invested in Federal Securities (as set forth in Exhibit A hereto and hereby made a
part hereof) and to be in an amount sufficient to provide for the advance refunding and full
defeasance of the 1985 Notes;
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WHEREAS, the principal amount of those certain Federal Securities and cash,
together with the interest to accrue thereon, to be deposited in the 1985 Notes Defeasance
Fund, hereinafter established, has been calculated and certified by Fiser Public Finance,
Financial Consultants to the Agency, to be sufficient to pay in full the principal of and
redemption premium and interest on the 1985 Notes to and including December 1, 1986.
WHEREAS, in furtherance of such defeasance, the Agency wishes to provide for
the investment of, and the use and disposition of, the funds deposited hereunder and the
interest thereon, prior to payment of the 1985 Notes. and
WHEREAS, the Escrow Holder has full powers to perform the duties and
obligations to be undertaken by it pursuant to this Agreement.
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants
herein set forth, the parties hereto do hereby agree as follows:
Section 1. [Discharge of 1985 Notes Deposit of Funds. The Agency hereby
irrevocably elects to pay and discharge all indebtedness payable by the Agency under the
1985 Indenture, and to terminate all obligations of the Agency thereunder. To that end. the
Agency hereby agrees to deposit or cause to be deposited with the Escrow Holder, from
the proceeds of the 1986 Bonds and from other amounts to be contributed by the Agency,
into the 1985 Notes Defeasance Fund established pursuant to Section 2 hereof (the "1985
Notes Defeasance Fund"), the Federal Securities and cash, if any, hereinafter
referenced, and to deliver an opinion letter of Fiser Public Finance to the effect that the
principal amount of such Federal Securities, together with the interest to accrue thereon,
and, premium, if any, is sufficient to pay in full on December 1, 1986, the interest on the
1985 Notes and to pay in full on December 1, 1986, the principal of and redemption
premium on all then outstanding 1985 Notes prior to maturity.
Section 2. The 1985 Notes.
(a) 1985 Notes Defeasance Fund: Disposition of Earnings. There is hereby
established a special fund, to be held in trust by the Escrow Holder for the benefit of the
owners of the 1985 Notes, to be known as the 1985 Notes Defeasance Fund. There shall
be deposited in and credited to the 1985 Notes Defeasance Fund the Federal Securities
and amounts derived by the Escrow Holder with respect thereto. All Federal Securities
and cash, if any, referenced in subsections (b) and (c) of this Section 2. together with any
interest or gain derived from the investment thereof, shall be retained by the Escrow
Holder in the 1985 Notes Defeasance Fund and applied solely to the payment on
December 1, 1986, of interest on all then outstanding 1985 Notes and to pay on December
1, 1986. the principal of and redemption premium on all then outstanding 1985 Notes prior
to maturity. Any balance remaining in the 1985 Notes Defeasance Fund after all the 1985
Notes shall have been paid shall be transferred to the Agency as its property free and
clear of the lien of the 1985 Indenture, and the 1985 Notes Defeasance Fund shall
thereupon be terminated.
(b) Deposit to Escrow. In consideration of the deposit of a portion of the proceeds
of the 1986 Bonds with the Escrow Holder by the Agency for the purposes herein set forth.
the Agency hereby directs the Escrow Holder, and the Escrow Holder hereby agrees to
deposit to the 1985 Notes Defeasance Fund, the $ principal amount of Federal
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Securities set forth for deposit in such Fund in Exhibit A attached hereto and by this
reference incorporated herein. The cost of the Federal Securities to be deposited in the
1985 Notes Defeasance Fund, including accrued interest thereon, is $
The Agency hereby represents to the Escrow Holder that the principal amount of
the Federal Securities, together with the interest to accrue thereon, and amounts
reinvested pursuant to Section 6 hereof, are sufficient to pay in full the principal of, and
interest on the 1985 Notes when and as the same become due and payable as set forth
herein, and that no other moneys or securities are required to provide for such payment.
(c) Discharge of 1985 Indenture. The Agency hereby represents and warrants to
the Escrow Holder that this Agreement, together with the Federal Securities deposited with
the Escrow Holder in the 1985 Notes Defeasance Fund pursuant hereto, constitute all that
is required in order that the pledge of the Tax Revenues provided for in the 1985 Indenture
and all other obligations of the Agency under the 1985 Indenture shall cease, terminate
and be discharged and satisfied, and based upon such representation, the parties hereto
acknowledge and agree that all liability of the Agency in respect of the 1985 Notes,
terminate and be discharged and satisfied and the owners thereof shall hereafter be
entitled only to payment out of the Federal Securities and cash deposited with the Escrow
Holder in the 1985 Notes Defeasance Fund and the investment earnings thereon as
provided herein; and the parties hereby acknowledge the discharge of the 1985 Indenture
in accordance with its terms.
Section 3. Dispuition of Existing Funds. Of the amounts remaining in funds and
accounts created for the 1985 Notes, the Agency hereby directs the Escrow Holder to (i)
transfer from the Reserve Account of the Special Fund created by the 1985 Indenture
$120,000 (in cash and/or an equivalent market value (on the date of transfer) of Federal
Securities permitted by Section 6.05 of the 1986 Indenture) for deposit in the Reserve
Account created by the 1986 Indenture for the 1986 Bonds and (ii) transfer any other
moneys or securities held in funds or accounts created for the 1985 Notes to the Agency
to be deposited in the Redevelopment Fund created by the 1986 Indenture.
Section 4. Investment of Any Remaining Moneys. The Escrow Holder shall invest
and reinvest any moneys, remaining from time to time in the 1985 Notes Defeasance
Fund. in Federal Securities (which are direct obligations of the United States of America),
including United States Treasury Securities - State and Local Government Series, if
available, which shall mature no later than December 1, 1986. Any interest income
resulting from investment or reinvestment of moneys pursuant to this Section 4 shall be
paid to the Agency promptly following December 1, 1986, for deposit by the Agency in the
Redevelopment Fund created by the 1986 Indenture. The Escrow Holder shall not be
liable for any loss on any investment made in accordance with this Section 4.
Section 5. Substitution of Federal Securities. The Agency may at any time direct
the Escrow Holder to substitute Federal Securities for any or all of the Federal Securities
then deposited in the 1985 Notes Defeasance Fund, provided that any such direction and
substitution shall be accompanied with a certification of Fiser Public Finance. or of an
independent certified public accountant or firm of certified public accountants of favorable
national reputation experienced in the refunding of obligations of political subdivisions. that
the Federal Securities then to be so deposited in the applicable Defeasance Fund.
together with interest to be derived therefrom, shall be in an amount at all times at least
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sufficient to make the payments specified in Section 2, and, further, to be accompanied
with an opinion of nationally recognized bond counsel that the substitution will not affect,
for Federal income tax purposes, the exemption from Federal income taxes of the interest
on the 1985 Notes or the 1986 Bonds. In the event that, following any such substitution of
Federal Securities pursuant to this Section 5, there is an amount of moneys or Federal
Securities in excess of an amount sufficient to make the payments required by Section 2,
such excess shall be paid to the Agency for deposit in the Redevelopment Fund created
by the 1986 Indenture.
Section 6. Publication of Notice Application of Certain Terms. (a) The Escrow
Holder hereby agrees to publish, as soon as practicable after the Federal Securities have
been deposited with the Escrow Holder, in a financial newspaper or journal published in
New York, New York, a notice to the owners of the 1985 Notes, in substantially the
following form:
REDEVELOPMENT AGENCY OF THE CITY OF AZUSA, CALIFORNIA
LOS ANGELES COUNTY, CALIFORNIA
NOTICE TO THE OWNERS OF
CENTRAL BUSINESS DISTRICT REDEVELOPMENT PROJECT
TAX ALLOCATION NOTES, ISSUE OF 1985
NOTICE IS HEREBY GIVEN to the owners of the Redevelopment Agency of the City
of Azusa, Central Business District Redevelopment Project Tax Allocation Notes, Issue of
1985, dated December 1, 1985, that there has been credited to the account of Security
Pacific National Bank, as escrow holder, federal securities the principal of which when
due, together with the interest to accrue thereon to the date of maturity thereof, has been
calculated by and on behalf of the Agency to provide moneys which shall be sufficient and
available to pay and discharge the indebtedness on all of said Notes by paying on
December 1, 1986, the interest on the 1985 Notes and by paying on December 1, 1986,
the principal of and redemption premium on all then outstanding 1985 Notes prior to
maturity.
Notice is also given that all liability of the Redevelopment Agency of the City of
Azusa. California, in respect of said Notes has ceased, terminated and been completely
discharged and the owners thereof are entitled only to payment out of the moneys and
federal securities credited to the account of said escrow holder as aforesaid for their
payment.
Dated this 11 day of August, 1986.
REDEVELOPMENT AGENCY OF THE CITY
OF AZUSA, CALIFORNIA
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by Security Pacific National Bank
as Escrow Holder
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(b) All of the terms of the 1985 Indenture relating to the making of payments of
principal, and interest payments on the 1985 Notes, and for call and redemption of the
1985 Notes prior to maturity, are incorporated in this Agreement as if set forth in full
herein. Provisions of the 1985 Indenture relating of the resignation and removal of a
Trustee shall be the procedure to be followed with respect to any resignation or removal of
the Escrow Holder hereunder.
Section 7. Comlensation to Escrow Holder Indemnification. (a) The Escrow
Holder shall look solely to the Agency for compensation for its duties under this
Agreement and shall have no right whatsoever against the 1985 Notes Defeasance Fund
for fees, compensation, costs or expenses. The Agency shall also reimburse the Escrow
Holder from available funds of the Agency for out-of-pocket costs such as publication
expense, legal fees and other costs and expenses relating hereto, but under no
circumstances shall amounts deposited in the 1985 Notes Defeasance Fund be deemed
to be available for said purposes.
(b) The Agency agrees to indemnify the Escrow Holder, its agents and its officers
or employees for, and hold the Escrow Holder, its agents and its officers or employees
harmless from, liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, claims, costs, expenses and disbursements of any kind (including without limitation,
reasonable fees and disbursements of counsel or accountants for the Escrow Holder)
which may be imposed on, incurred by, or asserted against the Escrow Holder or such
other party at any time by reason of its performance of Escrow Holders; services, on any
transaction arising out of this agreement or any of the transactions contemplated herein,
unless due to the gross negligence or willful misconduct of the particular indemnified
party.
Section 8. Unclaimed Funds. Notwithstanding any other provision of this
Agreement, any money held by the Escrow Holder hereunder in trust for the payment of
the principal of and premium, if any, and interest on the 1985 Notes remaining unclaimed
for four (4) years after the principal of all of the 1985 Notes shall have become due for
payment, upon maturity or earlier redemption prior to maturity, shall then be repaid to the
Agency upon its written request, and the owners of the 1985 Notes shall thereafter be
entitled to look only to the Agency for the repayment thereof, and liability of the Escrow
Holder with respect to such money shall thereupon cease. In the event of the repayment
of any such money to the Agency as aforesaid, the owners of the 1985 Notes secured
hereby with respect to which such money was deposited shall thereafter be deemed to be
unsecured creditors of the Agency, without interest. Notwithstanding the foregoing, the
Escrow Holder shall, upon the written request of the Agency, repay such money to the
Agency at any time earlier than four (4) years, if failure to repay such money to the Agency
within such earlier period shall give rise to the operation of any escheat statute under
applicable law.
Section 9. No Imolied Duties No Rights to Others. Nothing in this Agreement
expressed or implied is intended or shall be construed to give to any person other than
the Agency, the Escrow Holder and the owners of the 1985 Notes any legal or equitable
right, remedy or claim under or in respect to this Agreement or any covenants, conditions
or provisions herein contained; and all such covenants. conditions and provisions are and
shall be held to be for the sole and exclusive benefit of the Agency, the Escrow Holder
and the owners of the 1985 Notes. The Escrow Holder shall perform such duties and only
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such duties as are specifically set forth in this Agreement, and no implied covenants or
obligations shall be read into this Agreement against the Escrow Holder.
Section 10. Severability. In case any one or more of the provisions contained in
this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any other provisions of
this Agreement, but this Agreement shall be construed as if such invalid or illegal or
unenforceable provisions had never been contained herein.
Section 11. Counterparts. This Agreement may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to be an
original; and such counterparts. or as many of them as the Agency and the Escrow Holder
shall preserve undestroyed, shall together constitute but one and the same instrument.
Section 12. Business Days. Whenever any act is required by this Agreement to be
done on a specified day or date, and such date or date shall be a day other than a
business day for the Escrow Holder, then such act may be done on the next succeeding
business day.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
executed in their respective names by their respective duly authorized officers, all as of
the day and year first above written.
REDEVELOPMENT AGENCY OF THE CITY
OF AZUSA, CALIFORNIA
M
Executive Director
SECURITY PACIFIC NATIONAL BANK
as Escrow Holder
Assistant Vice President
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EXHIBIT A
SCHEDULE OF FEDERAL SECURITIES IN 1985 NOTES DEFEASANCE FUND
[to be inserted]
11019-9
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TRUSTINDENTURE
REDEVELOPMENT AGENCY OF THE CITY OF AZUSA
SECURITY PACIFIC NATIONAL BANK
Trustee
Dated as of August 1, 1986
Relating to
$6,130,000
Central Business District Redevelopment Project
Tax Allocation Bonds
1986 Series A
Unva 00
07/13/86
07/23/86
08/05/86
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H7308.TOC
TABLE OF CONTENTS
(This Table of Contents is for convenience of reference only and
is not a part of the Trust Indenture.)
Parties..........................................................................................................................1
Preambles................................................................................................................... 1
GrantingClauses......................................................................................................... 2
ARTICLE I
STATUTORY AUTHORITY AND DEFINITIONS
Section 1.01. Authority for this Indenture, Redevelopment Activity ..........................4
Section 1.02. Indenture Constitutes Contract............................................................ 4
Section1.03. Definitions............................................................................................ 4
Section1.04. Equal Security ......................................................................................12
ARTICLE II
THE BONDS
Section2.01.
Authorization........................................................................................
14
Section2.02.
Terms of Bonds...................................................................................
14
Section2.03.
Redemption..........................................................................................
16
Section2.04.
Form of Bonds.....................................................................................
17
Section 2.05.
Execution of Bonds..............................................................................
23
Section2.06.
(No Text)..............................................................................................
24
Section 2.07.
Transfer of Bonds................................................................................
24
Section 2.08.
Exchange of Bonds.............................................................................
24
Section2.09.
Bond Register......................................................................................
24
Section 2.10.
Temporary Bonds................................................................................
24
Section 2.11.
Bonds Mutilated, Lost, Destroyed or Stolen.......................................25
ISSUE OF BONDS; ADDITIONAL BONDS
Section 3.01. Issuance and Delivery of Bonds.........................................................26
Section 3.02. Application of Proceeds of Sale of Bonds ......................................... 26
E
E
Section 3.03. Redevelopment Fund......................................................................... 27
Section3.04. Escrow Fund........................................................................................ 27
Section 3.05. Issuance of Additional Bonds............................................................. 28
Section 3.06. Validity of Bonds.................................................................................. 30
ARTICLE IV
THE TAX REVENUES; SPECIAL FUND AND ACCOUNTS; SURPLUS
Section 4.01. Pledge of Tax Revenues..................................................................... 31
Section4.02. Special Fund........................................................................................ 31
Section 4.03. Establishment and Maintenance of Accounts for
Revenues; Use and Withdrawal of Revenues ......................... 31
ARTICLE V
OTHER COVENANTS OF THE AGENCY
Section 5.01.
Punctual Payment................................................................................
37
Section 5.02.
Extension of Time for Payment...........................................................
37
Section 5.03.
Against Encumbrances.......................................................................
37
Section 5.04.
Management and Operations of Properties .......................................
37
Section 5.05.
Payment of Claims..............................................................................
37
Section 5.06.
Books and Accounts; Financial Statement ........................................
37
Section 5.07.
Protection of Security and Rights of Bondowners .............................
38
Section 5.08.
Payments of Taxes and Other Charges .............................................
38
Section 5.09.
Compliance with Law, Completion of Project ....................................
38
Section 5.10.
Covenant Re Consummer Loan or Certain Other Uses
42
Section 6.04.
of Bond Proceeds.....................................................................
38
Section 5.11.
Amendment of Redevelopment Plan and Disposition of
44
ARTICLE VII
Property.....................................................................................
39
Section 5.12.
Tax Revenues......................................................................................
40
Section 5.13.
Eminent Domain..................................................................................
40
Section 5.14.
Further Assurances.............................................................................40
Section 5.16.
Non -Arbitrage Bonds...........................................................................
40
Section 5.17.
Taxation of Leased Property...............................................................
40
Section 5.19.
Covenant Re Federally Guaranteed Obligation .................................
41
Section 6.01.
Appointment of Trustee.......................................................................
42
Section 6.02.
Trustee May Hold Bonds....................................................................
42
Section 6.03.
Liability of Agents.................................................................................
42
Section 6.04.
Notice to Agents..................................................................................
43
Section 6.05.
Deposit and Investment of Moneys in Funds .....................................
44
Section 6.06.
Compensation, Indemnification...........................................................45
ARTICLE VII
mm
MODIFICATION OR AMENDMENT OF THE INDENTURE
Section 7.01,
Amendments Permitted.......................................................................
47
Section 7.02.
Bondowners' Meetings........................................................................47
Section 7.03.
Procedure for Amendment with Written Consent of
53
Section 9.03.
Bondowners..............................................................................
47
Section 7.04.
Disqualified Bonds...............................................................................48
Section 7.05.
Effect of Supplemental Indenture........................................................
48
Section 7.06.
Endorsement or Replacement of Bonds Issued After
54
Section 9.06.
Amendments.............................................................................
49
Section 7.07.
Amendatory Endorsement of Bonds...................................................49
54
ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES OF BONDOWNERS
Section 8.01. Events of Default and Acceleration of Maturities ............................... 50
Section 8.03. Other Remedies of Bondowners.........................................................51
Section8.04. Non-Waiver.......................................................................................... 51
Section 8.05. Actions by Trustee as Attorney -in -Fact .............................................. 52
Section 8.06. Remedies Not Exclusive..................................................................... 52
ARTICLE IX
MISCELLANEOUS
Section 9.01.
Benefits of Indenture Limited to Parties ..............................................
53
Section 9.02.
Successor is Deemed Included in All References to
Predecessor.............................................................................
53
Section 9.03.
Discharge of Indenture........................................................................53
Section 9.04.
Execution of Documents and Proof of Ownership
byBondowners.........................................................................
54
Section 9.05.
Waiver of Personal Liability.................................................................
54
Section 9.06.
Publication for Successive Weeks .....................................................
54
Section 9.07.
Destruction of Canceled Bonds..........................................................
54
Section 9.08.
Notices and Demands on Agency......................................................54
Section 9.09.
Partial Invalidity ....................................................................................54
Section 9.10.
Effective Date of Indenture..................................................................
55
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TRUSTINDENTURE
THIS TRUST INDENTURE (the "Indenture") is made and entered into as of
August 1, 1986, by and between the Redevelopment Agency of the City of Azusa, a public
body, corporate and politic, organized and existing under, and by virtue of the laws of the
State of California (the "Agency"), and Security Pacific National Bank, a national banking
corporation, duly organized and existing under the laws of the United States of America
and authorized to accept and execute trusts of the character herein set out under and by
virtue of the laws of the State of California with its principal corporate trust office located in
Los Angeles, California, as trustee (the "Trustee"),
WfTNESSETH:
WHEREAS, the Agency is a redevelopment agency, a public body, corporate and
politic, duly created, established and authorized to transact business and exercise powers
under and pursuant to the provisions of the Community Redevelopment Law of the State of
California, including the power to issue bonds, notes and other obligations for any of its
corporate purposes:
WHEREAS, a redevelopment plan for Central Business District Redevelopment
Project has been adopted in compliance with all requirements of law:
WHEREAS, the Agency has by Resolution No. , adopted August 11. 1986 (the
"Resolution"), authorized the issuance of its Central Business District Redevelopment
Project Tax Allocation Bonds. 1986 Series A. in the principal amount of $6,130,000 to aid
in the financing of the Central Business District Redevelopment Project, and to refund and
defease the Agency's outstanding Central Business District Redevelopment Project, Tax
Allocation Notes, Issue of 1985:
WHEREAS, the Agency has now determined to issue the Bonds and to enter into
this Indenture to secure the Bonds by a pledge and assignment of the Tax Revenues and
certain proceeds of the Bonds; and
WHEREAS, all things necessary to cause the Bonds, when authenticated by the
Trustee and issued as in this Indenture provided, to be valid, binding and legal special
obligations of the Agency in accordance with their terms, and to constitute this Indenture a
valid assignment and pledge of the Tax Revenues pledged to the payment of principal of
and interest and any redemption premium on the Bonds, and all things necessary to
cause the creation. execution and delivery of this Indenture and the creation, execution
and issuance of the Bonds, subject to the terms hereof, have in all respects been duly
authorized;
NOW. THEREFORE, THIS TRUST INDENTURE WITNESSETH:
GRANTING CLAUSES
The Agency, in consideration of the premises and the acceptance by the Trustee of
the trusts hereby created and of the purchase and acceptance of the Bonds by the
Owners thereof, and for other good and valuable consideration, the receipt of which is
hereby acknowledged, in order to secure the payment of the principal of and interest and
any redemption premium on the Bonds according to their tenor and effect and to secure
the performance and observance by the Agency of all the covenants expressed or implied
herein and in the Bonds, does hereby assign and pledge unto, and grant a security
interest in the following (the "Trust Estate") to Security Pacific National Bank, as trustee,
and its successors in trust and assigns forever, for the securing of the performance of the
obligations of the Agency hereinafter set forth:
GRANTING CLAUSE FIRST
All right, title and interest of the Agency in and to the Tax Revenues, including, but
without limiting the generality of the foregoing, the present and continuing right to make
claim for, collect, receive and receipt for any Tax Revenues payable to or receivable by
the Agency under the Constitution of this State and the Law and any other applicable laws
of this State or otherwise, to bring actions and proceedings thereunder for the
enforcement thereof, and to do any and all things which the Agency is or may become
entitled to do thereunder, subject to the terms hereof.
GRANTING CLAUSE SECOND
All right, title and interest of the Agency in and to Investment Earnings, including,
but without limiting the generality of the foregoing, the present and continuing right to make
claim for, collect, receive and receipt for any Investment Earnings payable to or
receivable by the Agency hereunder, to bring actions and proceedings thereunder for the
enforcement thereof, and to do any and all things which the Agency is or may become
entitled to do thereunder, subject to the terms hereof and subject. in all regards, to the
release of Investment Earnings to the Agency pursuant to Section 6.05 free and clear of
the lien and pledge of this Indenture.
GRANTING CLAUSE THIRD
All moneys and securities and all other rights of every name and nature from time
to time herein or hereafter by delivery or by writing of any kind pledged, assigned or
transferred as and for additional security hereunder to the Trustee by the Agency or by
anyone in its behalf, or with its written consent, and to hold and apply the same, subject to
the terms hereof.
TO HAVE AND TO HOLD all and singular the Trust Estate, whether now owned or
hereafter acquired, unto Trustee and its respective successors in trust and assigns
forever for the benefit of the Bondowners and such pledge shall constitute a lien on and
security interest in such Trust Estate;
IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth for the
equal and proportionate benefit, security and protection of all present and future Owners of
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the Bonds issued under and secured by this Indenture without privilege, priority or
distinction as to the lien or otherwise of any of the Bonds over any of the other Bonds:
PROVIDED, HOWEVER, that if the Agency, its successors or assigns shall well and
truly pay, or cause to be paid, the principal of and interest and any redemption premium
on the Bonds due or to become due thereon, at the times and in the manner provided in
the Bonds according to the true intent and meaning thereof, and shall well and truly keep,
perform and observe all the covenants and conditions pursuant to the terms of this
Indenture to be kept, performed and observed by it, and shall pay or cause to be paid to
Trustee all sums of money due or to become due in accordance with the terms and
provisions hereof, then upon such final payments or deposits as herein provided, this
Indenture and the rights hereby granted shall cease, determine and be void; otherwise this
Indenture shall remain in full force and effect.
THIS TRUST INDENTURE FURTHER WITNESSETH, and it is expressly declared,
that all Bonds issued and secured hereunder are to be issued, authenticated and
delivered, and all said property, rights and interests, including, without limitation, the Tax
Revenues hereby assigned and pledged, are to be dealt with and disposed of, under,
upon.and subject to the terms, conditions, stipulations, covenants, agreements, trusts,
uses and purposes hereinafter expressed, and the Agency has agreed and covenanted,
and does hereby agree and covenant, with the Trustee and with the respective Registered
Owners, from time to time, of the Bonds, or any part thereof, as follows:
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ARTICLE I
STATUTORY AUTHORITY AND DEFINITIONS
Section 1.01. Authority for this Indenture Redevelopment Activity. This Indenture
is entered into pursuant to the provisions of the Law and Resolution No. _, adopted by
the Agency on August 11, 1986. The Bonds are issued to finance "Redevelopment
Activity" within the meaning of Section 33678 of the Law.
Section 1.02. Indenture Constitutes Contract. In consideration of the purchase and
acceptance of any and all of the Bonds issued hereunder by those who shall hold the
same from time to time, this Indenture shall be deemed to be and shall constitute a
contract among the Agency, the Trustee and the Owners of the Bonds. The pledge made
in this Indenture and the provisions, covenants and agreements herein set forth to be
performed by or on behalf of the Agency shall be for the equal benefit, protection and
security of the Owners of any and all of the Bonds. All of the Bonds, without regard to the
time or times of their issuance or maturity, shall be of equal rank without preference,
priority or distinction of any of the Bonds over any other thereof, except as expressly
provided in or permitted by this Indenture.
Section 1.03. Definitions. Unless the context otherwise requires, the terms defined
in this Section 103 shall, for all purposes of this Indenture, of any Supplemental Indenture,
and of any certificate, opinion or other document herein mentioned, have the meanings
herein specified.
Agency
"Agency" means the Redevelopment Agency of the City of Azusa, a public body,
corporate and politic, established under the Law.
Annual Debt Service Maximum Annual Debt Service
"Annual Debt Service" means, for each Bond Year, the sum of (1) the interest
falling due on the Outstanding Bonds in such Bond Year, assuming that the Outstanding
Bonds are retired as scheduled, and (2) the principal amount of the Outstanding Bonds
falling due by their terms in such Fiscal Year, using for such determination of principal
amount with respect to Term Bonds, the amount of sinking account payments falling due
in such Bond Year.
"Maximum Annual Debt Service" means the largest Annual Debt Service for any
Bond Year after the calculation is made through the final maturity date of any Outstanding
Bonds, excluding from such calculation Annual Debt Service on the principal amount of
the Term Bonds of 2016 then on deposit in the Escrow Fund.
Articles Sections
All references herein to "Articles." "Sections" and other subdivisions are to the
corresponding Articles, Sections or subdivisions of this Indenture, and the words "herein."
"hereof," "hereunder" and other words of similar import refer to this Indenture as a whole
and not to any particular Article, Section or subdivision hereof.
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1985 Notes
"1985 Notes" means the Redevelopment Agency of the City of Azusa Central
Business District Tax Allocation Notes, Issue of 1985, in the aggregate initial principal
amount of $2,400,000 issued pursuant to Resolution No. 232, adopted by the Agency on
December 16, 1985.
1985 Notes Defeasance Fund
"1985 Notes Defeasance Fund" means the Fund by that name created by Section
2 of the Escrow Deposit and Trust Agreement.
Escrow Deposit and Trust Agreement
" Escrow Deposit and Trust Agreement" means the Agreement by that name, dated
as of August 1, 1986, by and between the Agency and the Trustee, as trustee for the 1985
Notes, providing, among other things, for the defeasance of the 1985 Notes.
Bond Counsel
"Bond Counsel" means any attorney or firm of attorneys nationally recognized for
expertise in rendering opinions as to the legality and tax exempt status of securities issued
by public entities.
Bonds Additional Bonds Serial Bonds Term Bonds
"Bonds" means the Redevelopment Agency of the City of Azusa Central Business
District Redevelopment Project Tax Allocation Bonds. 1986 Series A. and to the extent
required by any Supplemental Indenture, any Additional Bonds authorized by, and at any
time Outstanding pursuant to, this Indenture or any Supplemental Indenture.
"Additional Bonds" means Bonds of the Agency issued in accordance with
Section 3.04.
"Serial Bonds" means Bonds for which no mandatory sinking account payments
are provided.
"Term Bonds" means Bonds which are payable on or before their specified
maturity dates from mandatory sinking account payments established for that purpose and
calculated to retire such Bonds on or before their specified maturity dates, namely: the
Term Bonds of 2015 and, to the extent the proceeds therof have been released from the
Escrow Fund, the Term Bonds of 2016.
Bond Proceeds Fund
3.02.
Bond Proceeds Fund" means the Fund by that name established by , Section
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Bond Year
0
"Bond Year" means the twelve (12) month period commencing on August 2 of
each year and continuing through the following August 1 of the next succeeding year.
Business Day
"Business Day" means any day other than (i) a Saturday or a Sunday or (ii) a day
on which banking institutions in the state in which the Trustee has its principal corporate
trust office, or in the City of New York, New York are authorized or obligated by law or
executive order to be closed.
Chairman
"Chairman" means the chairman 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 By-law to perform the
functions of the chairman in the event of the chairman's absence or disqualification.
Cost of Issuance
"Cost of Issuance" means items of expense payable or reimbursable directly or
indirectly by the Agency and related to the authorization, sale and issuance of the Bonds,
which items of expense shall include, but not be limited to, printing costs, costs of
reproducing and binding documents, closing costs. filing and recording fees, initial fees
and charges of the Trustee, expenses incurred by the Agency in connection with the
issuance of the Bonds, Bond (underwriter's) discount, legal fees and charges, including
bond counsel, and financial consultants' fees. costs of credit ratings, charges for
execution, transportation and safekeeping of the Bonds and other costs, charges and fees
in connection with the foregoing.
Cost of Issuance Account
"Cost of Issuance Account" means the Account by that name established by
Section 3.02.
County Assessor
"County Assessor" means the person who holds the office in the County in which
the Agency is located designated as the County Assessor, 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.
County Auditor -Controller
"County Auditor -Controller" means the person who holds the office in the County in
which the Agency is located designated as the County Auditor -Controller, 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.
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Escrow Fund
L
"Escrow Fund" means the fund by that name established and held by the Trustee
pursuant to Section 3.04.
Escrow Release Date
"Escrow Release Date" means August 1 ## in each of the years 1987, 1988, 1989,
1990 and 1991.
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 taxable government money
market portfolios restricted to obligations with maturities of one year or less issued or
guaranteed as to payment of principal and interest by the full faith and credit of the United
States of America: 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.
Indenture
"Indenture" means this Indenture, entered into by the Agency pursuant to the
Resolution and as it may be amended or supplemented by any Supplemental Indenture
adopted pursuant to the provisions hereof.
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 domination of the Agency:
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(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.
Interest Account
"Interest Account" means the Account by that name established pursuant to
Section 4.03.
Interest Payment Dates
"Interest Payment Dates" means each February 1 and August 1, commencing
February 1, 1987.
Investment Agreement
"Investment Agreement" means an investment which is a legal investment for
proceeds of the Bonds at the time of the execution of such agreement, and which
investment is made pursuant to an agreement between the Agency and a financial
institution or governmental agency or instrumentality, the long-term obligations of which
are rated "A", or higher by Moody's Investors Service.
Investment Earnings
"Investment Earnings" means all interest earned and any gains and losses on the
investment of moneys in any Fund or Account created by this Indenture or by any
Supplemental Indenture or any other Indenture 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.
Net Bond Proceeds
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"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.
Outstanding
"Outstanding," when used as of any particular time with reference to Bonds,
means (subject to the provisions of Section 7.04) all Bonds except -
(1) Bonds theretofore canceled 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 the Indenture or any
Supplemental Indenture.
wner. Bondowner
"Owner" or "Bondowner" means any person who shall be the registered owner of
any Outstanding fully registered 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 moneys held under the Indentures: (1) Federal Securities (as defined
in this Indenture); (2) interest-bearing demand or time deposits (including certificates of
deposit in national or State of California of California banks (including the Trustee) 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; (3)
Investment Agreements, (4) Taxable Government Money Market Portfolios restricted to
obligations with maturities of one year or less, issued or guaranteed as to payment of
principal and interest by the full faith and credit of the United States; and (5) any other
such legal investments as may be defined to be Permitted Investments by any resolution
or indenture authorizing the issuance of Additional Bonds and which will not adversely
affect the security of the Bonds."
Principal Account
"Principal Account" means the Account by that name established pursuant to
Section 4.03.
Pro ect Redevelopment Project
"Project" or "Redevelopment Project" means the undertaking of the Agency
pursuant to the Redevelopment Plan and the Law for the redevelopment of the Project
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Area, including the application of a portion of the proceeds of the Bonds to refund and
defease the Agency's outstanding Central Business District Redevelopment Project, Tax
Allocation Notes, Issue of 1985, all as provided in the 1985 Escrow Deposit and Trust
Agreement, dated as of August 1, 1986, by and the Trustee and the Agency.
Project Area Redevelopment Project Area
"Project Area" or "Redevelopment Project Area" means the project area
described in the Redevelopment Plan.
Redemption Account
"Redemption Account" means the Account by that name established by Section
4.02.
Redevelopment Fund
"Redevelopment Fund" means the Fund by that name established by Section 3.03.
Redevelopment Plan Plan
"Redevelopment Plan" or "Plan" means the Redevelopment Plan for Central
Business District Redevelopment Project approved and adopted by Ordinance No. 2196.
adopted by the City Council of the City of Azusa on November 28, 1983, together with any
amendments thereof heretofore or hereafter duly authorized and made pursuant to the
Law.
"Released Amount Reserve Requirement"
"Released Amount Reserve Requirement" means. as of any calculation date, the
amount of Maximum Annual Debt Service which would result if all amounts then on deposit
in the Escrow Fund (other than any amounts to be released from the Escrow Fund on
such calculation date pursuant to Section 3.04) were withdrawn therefrom and applied to
redeem Term Bonds of 2016 pursuant to Section 2.03(2).
Repo
"Report" means a Report in writing signed by an Independent Financial Consultant
or an Independent Real Estate Consultant and including -
(1) a statement that the person or firm making or giving such Report has read the
pertinent provisions of this Indenture to which such Report relates,
(2) a brief statement as to the nature and scope of the examination or
investigation upon which the Report is based:
(3) a statement that. in the opinion of such person or firm, sufficient examination or
investigation was made as is necessary to enable said consultant to express an informed
opinion with respect to the subject matter referred to in the Report.
Reserve Account
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"Reserve Account" means the Account by that name established pursuant to
Section 4.03.
Reserve Requirement
"Reserve Requirement" means, as of any calculation date, an amount equal to: (a)
if such calculation date is before the date on which all amounts are released from the
Escrow Fund pursuant to Section 3.04, the Released Amount Reserve Requirement; and
(b) thereafter, Maximum Annual Debt Service.
Sinking Account
"Sinking Account" means the Sinking Account of 2015 or the Sinking Account of
2016, as applicable, both established pursuant to Section 4.03.
Special Fund
"Special Fund" means the fund by that name established and held by the Agency
pursuant to Section 4.02.
State
"State" means the State of California.
Supolemental Indenture
"Supplemental Indenture" or "supplemental resolution" means 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 Indenture; but only if and to the extent that such Supplemental
Indenture is specifically authorized hereunder.
Tax Increment Revenues
"Tax Increment Revenues" means Tax Revenues, excluding reimbursements,
subventions, including payments to the Agency with respect to personal property within the
Redevelopment Project pursuant to Section 16110, et seq., of the Government Code, 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 from such taxes.
Tax Revenue Certificate
"Tax Revenue Certificate" means a Written Certificate of the Agency identifying the
amount of all Tax Increment Revenues received or to be received by the Agency in the
then current Fiscal Year.
Tax Revenues
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"Tax Revenues' means (a) that portion of taxes in the Redevelopment Project
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
Indenture and in any or Supplemental Indenture or authorizing the issuance of Additional
Bonds, and (b) payments made to the Treasurer pursuant to amendments to the
Redevelopment Plan permitted under Section 5.11(2) below and (c) reimbursements,
subventions, including payments to the Agency with respect to personal property within the
Redevelopment Project pursuant to Section 16110, et seq., of the Government Code, 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 from such taxes. Tax
Revenues shall not include (a) 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 supply of
low and moderate income housing, (b) Investment Earnings and (c) amounts payable to
the Agency under agreements entered into pursuant to Section 33401 of the Law.
Term Bonds of 2015
"Term Bonds of 2015" means the Bonds maturing August 1, 2015.
Term Bonds of 2016
"Term Bonds of 2016" means the Bonds maturing August 1, 2016.
Treasurer
"Treasurer" means the treasurer 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 treasurer including, without limitation, the Assistant
Treasurer of the Agency.
Trustee
"Trustee" means the Trustee appointed by the Agency 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.
Section 1.04. Equal Security. In consideration of the acceptance of the Bonds by
those who shall hold the same from time to time, this Indenture 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 without
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preference, priority or distinction as to security or otherwise of any of the Bonds and
Additional Bonds over any of the others by reason of the number or date thereof or the
time of sale, execution and delivery thereof, or otherwise for any cause whatsoever,
except as expressly provided therein or herein.
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ARTICLE II
THE BONDS
Section 2.01. Authorization. Bonds in the aggregate principal amount of Six Million
One Hundred Thirty Thousand Dollars ($6,130,000) are hereby authorized to be issued by
the Agency under and subject to the terms of the Resolution and this Indenture and the
Constitution and laws of the State of California. This Indenture 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 of and premiums. if any, and
the interest on all Bonds which may from time to time be executed and delivered
hereunder, subject to the covenants, agreements, provisions and conditions herein
contained. The Bonds shall be designated the "Redevelopment Agency of the City of
Azusa Central Business District Redevelopment Project Tax Allocation Bonds, 1986
Series A".
Section 2.02. Terms of Bonds. The Bonds shall be issued as fully registered
Bonds without coupons in the denomination of $5,000 or any integral multiple thereof, but
in an amount not to exceed the aggregate principal amount of Bonds maturing in the year
of maturity of the Bond for which the denomination is specified. Bonds shall be lettered
alphabetically by year of maturity (excluding, however, the letters "I" and "0") and each
maturity shall be numbered from (1) consecutively upwards in order of issuance.
Date of Bonds. The Bonds shall be dated as of the date of authentication thereof,
except that each Bond delivered to the original purchaser thereof shall be dated as of
August 1, 1986.
CUSIP Identification Numbers: 'CUSIP" identification numbers shall be imprinted
on the Bonds, but such numbers shall not constitute a part of the contract evidenced by
the Bonds and any error or omission with respect thereto shall not constitute cause for
refusal of any purchaser to accept delivery of and pay for the Bonds. In addition, failure
on the part of the Agency to use such CUSIP numbers in any notice to Owners of the
Bonds shall not constitute an event of default or any violation of the Agency's contract with
such Owners and shall not impair the effectiveness of any such notice.
Maturities. The Bonds shall mature and become payable on August 1 of each
year, as follows:
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Year Principal
(August 1) Amount
1987
$ 20,000
1988
20,000
1989
25,000
19%
25,000
1991
30,000
1992
35,000
1993
40,000
1994
45,000
1995
45,000
19%
50,000
1997
55,000
1998
60,000
1999
65,000
Interest Rate
Per Annum
$2,235,000 Term Bonds of 2015 due August 1, 2015 @ %
$3,380,000 Term Bonds of 2016 due August 1, 2016 @ %
In rest. The Bonds shall bear interest at the rates designated by the Agency at the
time of the sale of the Bonds and as set forth above in the preceding subsection, payable
on February 1, 1987, and thereafter semiannually on August 1 and February 1 in each
year.
Each Bond shall bear interest from the Interest Payment Date next preceding the
date of registration and authentication thereof unless (i) it is registered and authenticated
as of an Interest Payment Date, in which event it shall bear interest from such date, or (ii)
it is registered and 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 (iii) it is registered and
authenticated prior to January 16. 1987, in which event it shall bear interest from August 1,
1986: provided, however, that if at the time of authentication of a Bond, interest is in default
thereon, such Bond shall bear interest from the Interest Payment Date to which interest
has previously been paid or made available for payment thereon.
Pa m n . Interest on the Bonds (including the final interest payment upon maturity
or earlier redemption) is payable by check or draft of the Trustee mailed to the Registered
Owner thereof at such Registered Owner's address as it appears on the registration books
maintained by the Trustee at the close of business on the fifteenth (15th) day of the month
preceding the Interest Payment Date, or at such other address as the registered Owner
may have filed with the Trustee for that purpose. Principal of the Bonds is payable in
lawful money of the United States of America at the principal office of the Trustee.
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Section 2.03. Redemption.
(1) Optional Redemption. Bonds maturing on or before August 1, 1996, shall not
be subject to optional redemption before their stated maturity. Bonds maturing on or after
August 1, 1997, are subject, at the option of the Agency, to call for redemption prior to
their stated maturities on any Interest Payment Date commencing August 1, 1996, as a
whole or in part, in inverse order of maturity and by lot within any one maturity, upon
payment from any source of funds available for that purpose at the following redemption
prices (expressed as percentages of the principal amount of Bonds called for
redemption), together with accrued interest thereon to the redemption date:
Redemption Date Redemption Price
August 1, 1996 and February 1, 1997 102 %
August 1, 1997 and February 1, 1998 101-1/2
August 1, 1998 and February 1, 1999 101
August 1, 1999 and February 1, 2000 100-1/2
August 1, 2000 and thereafter 100
(2) Redemption From Unreleased Escrow Funds. The Term Bonds of 2016shall
also be subject to mandatory redemption in whole, or in part by lot, on August 1, 1991,
from the amounts (if any) transferred from the Escrow Fund to the Redemption Account
pursuant to Section 3.04, at a redemption price equal to the principal amount thereof to be
redeemed together with accrued interest thereon to the redemption date, without premium.
(3) Sinking Redemption. The Term Bonds of 2015 are subject to
mandatory redemption prior to their maturity date in part, by lot, from the sinking account
payments on August 1, 2000 and on August 1 of each year thereafter to and including
August 1, 2014, according to the schedule of sinking account payments set forth and as
provided in Section 4.04(3), at a redemption price equal to the principal amount thereof to
be redeemed, plus accrued interest, if any, to the date fixed for redemption, without
premium.
The Term Bonds of 2016 are subject to mandatory redemption prior to their
maturity date in part, by lot, from the sinking account payments on August 1, 1992 and on
August 1 of each year thereafter to and including August 1, 2015, according to the
schedule of sinking account payments set forth and as provided in Section 4.04(3), at a
redemption price equal to the principal amount thereof to be redeemed, plus accrued
interest, if any, to the date fixed for redemption, without premium.
(4) Additional Bonds. Any Additional Bonds issued pursuant to Section 3.05 of this
Indenture may be made subject to redemption prior to maturity, as a whole or in part, at
such time or times, and upon payment of the principal amount thereof and accrued
interest thereon plus such premium or premiums, if any, as may be determined by the
Agency in the Supplemental Indenture providing for the issuance thereof.
(5) Redemption Procedure. The Trustee shall cause notice of any redemption to
be mailed. first class mail, at least thirty (30) days but not more than sixty (60) days prior
to the date fixed for redemption, to the respective registered Owners of any Bonds
designated for redemption, at their addresses appearing on the Bond registration books in
16-
0 •
the office of the Trustee; but such mailing shall not be a condition precedent to such
redemption and failure to mail or to receive any such notice shall not affect the validity of
the proceedings for the redemption of such Bonds.
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 numbers of the Bonds to be redeemed by giving the individual number of each
Bonds or by stating that all Bonds between two stated numbers, both inclusive, or by
stating that 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 office of the Trustee for
redemption at the said redemption price, giving notice also that further interest on such
Bonds will not accrue from and after the redemption date.
Upon surrender of Bonds redeemed in part only, the Agency shall execute and the
Trustee shall authenticate and 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.
From and after the date fixed for redemption, if notice of such redemption shall
have been duly given 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
Indenture other than the right to receive payment of the redemption price, and no interest
shall accrue thereon on or after the redemption date specified in such notice.
Whenever any Bonds are to be selected for redemption by lot, the 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.
All Bonds redeemed pursuant to this Section, and all Bonds purchased by the
Trustee pursuant to Section 4.03, shall be canceled and shall be surrendered to the
Agency.
Section 2.04. Form of Bonds. The Bonds, the form of Trustee's certificate of
authentication and registration, and assignment to appear thereon. shall be substantially in
the following forms, respectively. with necessary or appropriate variations, omissions and
insertions, as permitted or required by this Indenture:
17-
�1
(FORM OF BOND)
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
(COUNTY OF LOS ANGELES)
LI
REDEVELOPMENT AGENCY OF THE CITY OF AZUSA
CENTRAL BUSINESS DISTRICT REDEVELOPMENT PROJECT
TAX ALLOCATION BOND, 1986 SERIES A
INTEREST RATE: MATURITY DATE: DATED DATE: CUSIP:
AUGUST 1, 1986
REGISTERED OWNER:
PRINCIPAL SUM:
The REDEVELOPMENT AGENCY OF THE CITY OF AZUSA, a public body,
corporate and politic, duly organized and existing under and by virtue of the laws of the
State of California (the "Agency"), for value received hereby promises to pay to the
registered Owner stated above, or registered assigns, on the Maturity Date stated above,
(subject to any right of prior redemption hereinafter provided for), the Principal Sum stated
above, in lawful money of the United States of America, and to pay interest thereon in like
lawful money from the interest payment date next preceding the date of authentication of
this Bond (unless (i) this Bond is authenticated on an interest payment date, in which event
it shall bear interest from such date of authentication, or (ii) this 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 (iii) this Bond is authenticated prior to January 16, 1987, in
which event it shall bear interest from the Dated Date above: provided however, that if at
the time of authentication of this Bond, interest is in default on this Bond, this Bond shall
bear interest from the interest payment date to which interest has previously been paid or
made available for payment on this Bond) until payment of such Principal Sum in full, at
the rate per annum stated above, payable semiannually on August 1 and February 1 in
each year, commencing February 1, 1987, calculated on the basis of 360 -day year
composed of twelve 30 -day months. Principal hereof and premium, if any, upon early
redemption hereof are payable at the corporate trust office of Security Pacific National
Bank, the trustee under the Indenture (as hereinafter defined) (the "Trustee"), in Los
Angeles, California. Interest hereon (including the final interest payment upon maturity or
earlier redemption) is payable by check or draft of the Trustee mailed to the registered
owner hereof at the registered owner's address as it appears on the registration books
maintained by the Trustee at the close of business on the fifteenth day of the month next
preceding such interest payment date, or at such other address as the registered owner
may have filed with the Trustee for that purpose.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
BOND SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS OF
THIS BOND SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH
IN THIS PLACE.
0 •
It is hereby certified that all of the things, conditions and acts required to exist. to
have happened or to have been performed precedent to and in the issuance of this Bond
do exist, have happened or have been performed in due and regular time and manner as
required by the Law and the laws of the State of California, and that.the amount of this
Bond, together with all other indebtedness of the Agency, does not exceed any limit
prescribed by the Law or any laws of the State of California, and is not in excess of the
amount of Bonds permitted to be issued under the Indenture.
This Bond shall not be entitled to any benefit under the Indenture or become valid
or obligatory for any purpose until the Certificate of Authentication hereon shall have been
signed by the Trustee.
IN WITNESS WHEREOF, the Redevelopment Agency of the City of Azusa has
caused this Bond to be executed in its name and on its behalf with the facsimile signature
of its Chairperson and its seal to be reproduced hereon and attested by the facsimile
signature of its Secretary, all as of August 1, 1986,
ISEAL)
ATTEST:
REDEVELOPMENT AGENCY OF THE CITY
OFAZUSA
Chairperson
Secretary
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONI
AUTHENTICATION DATE:
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds described in the within -mentioned Indenture.
as Trustee
Authorized Officer
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0 •
(FORM OF BACK OF BOND)
This Bond is one of a duly authorized issue of Bonds of the Agency designated as
"Redevelopment Agency of the City of Azusa Central Business District Redevelopment
Project Tax Allocation Bond, 1986 Series A" (the "Bonds"), of an aggregate principal
amount of Six Million One Hundred Thirty Thousand Dollars ($6,130,000) all of like tenor
and date (except for such variation, if any, as may be required to designate varying series,
numbers, maturities, interest rates, or redemption and other provisions) and all issued
pursuant to the provisions of the Community Redevelopment Law, being Part 1
(commencing with Section 33000) of Division 24 of the Health and Safety Code of the State
of California (the "Law") and pursuant to Resolution No. of the Agency adopted
August 11, 1986, and a Trust Indenture, dated as of August 1, 1986, entered into by and
between the Agency and the Trustee (the "Indenture"), authorizing the issuance of the
Bonds. Additional Bonds, notes or other obligations may be issued on a parity with the
Bonds, but only subject to the terms of the Indenture. Reference is hereby made to the
Indenture (copies of which are on file at the office of the Agency) and all indentures
supplemental thereto and to the Law for a description of the terms on which the Bonds are
issued, the provisions with regard to the nature and extent of the Tax Revenues, as that
term is defined in the Indenture, and the rights thereunder of the Registered Owners of the
Bonds and the rights, duties and immunities of the Trustee and the rights and obligations
of the Agency thereunder, to all of the provisions of which Indenture the registered owner
of this Bond, by acceptance hereof, assents and agrees.
The Bonds have been issued by the Agency to aid in financing the redevelopment
of Central Business District Redevelopment Project, a duly designated redevelopment
project area, in Azusa, California, and to refund the outstanding principal amount of the
Agency's Central Business District Redevelopment Project, Tax Allocation Notes, Issue of
1985, as further described in the Indenture.
The Bonds are special obligations of the Agency and this Bond and the interest
hereon and on all other Bonds and the interest thereon (to the extent set forth in the
Indenture) are payable from, and are secured by a charge and lien on the Tax Revenues
derived by the Agency from the Redevelopment Project Area (as those terms are defined
in the Indenture). There has been created and will be maintained by the Trustee, a
Special Fund (as defined in the Indenture) into which Tax Revenues shall be deposited
and from which the Trustee shall pay the principal of and the interest on the Bonds when
due. As and to the extent set forth in the Indenture, all such Tax Revenues (together with
all of the moneys in the Reserve Account, as defined in the Indenture) are exclusively and
irrevocably pledged to and constitute a trust fund. in accordance with the terms hereof and
the provisions of the Indenture and the Law, for the security and payment or redemption of,
including any premium upon early redemption, and for the security and payment of interest
on, the Bonds (and any Additional bonds, notes or other obligations, authorized by the
Indenture). Notwithstanding the foregoing, in accordance with the Indenture, certain
amounts out of Tax Revenues may be applied for other purposes as provided in the
Indenture.
This Bond is not a debt of the City of Azusa, the State of California, or any of its
political subdivisions, and neither said City, said State, nor any of its political subdivisions
is liable hereon. nor in any event shall this Bond be payable out of any funds or properties
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0 •
other than those of the Agency. The Bonds do not constitute an indebtedness within the
meaning of any constitutional or statutory debt limitation or restriction.
Bonds maturing on or before August 1, 1996, are not subject to optional
redemption. Bonds maturing on or after August 1, 1997, are subject, at the option of the
Agency, to call and redemption prior to their stated maturities on any February 1 or August
1, commencing August 1, 1996, as a whole or in part, in inverse order of maturity and by
lot within any one maturity, at a the following redemption prices (expressed as a
percentage of the principal amount thereof called for redemption), together with accrued
interest thereon to the redemption date:
Redemption Date Redemption Price
August 1, 1996 and February 1, 1997 102 %
August 1, 1997 and February 1, 1998 101-112
August 1, 1998 and February 1, 1999 101
August 1, 1999 and February 1, 2000 100-1;2
August 1, 2000 and thereafter 100
The Bonds maturing on August 1, 2015 (the "Term Bonds of 2015") are subject to
mandatory sinking account redemption on August 1, 2000 and on August 1 of each year
thereafter to and including August 1, 2014, as further provided in the Indenture, at a
redemption price equal to the principal amount thereof to be redeemed, plus accrued
interest, if any, to the date fixed for redemption, without premium, from sinking account
payments required to be made by the Agency under the Indenture.
The Bonds maturing on August 1, 2016 (the "Term Bonds of 2016") are subject to
mandatory sinking account redemption on August 1. 1992 and on August 1 of each year
thereafter to and including August 1, 2015, as further provided in the Indenture, at a
redemption price equal to the principal amount thereof to be redeemed, plus accrued
interest, if any, to the date fixed for redemption, without premium, from sinking account
payments required to be made by the Agency under the Indenture.
The Term Bonds of 2016 are also subject to special mandatory redemption in
whole, or in part by lot, on August 1, 1991, from the amounts (if any) transferred from the
Escrow Fund to the Redemption Account (as such Fund and Account are defined and
established by the Indenture), as further provided in the Indenture, 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 provided in the Indenture, notice of redemption shall be given by mail no less
than thirty (30) nor more than sixty (60) days prior to the redemption date to the respective
registered owners of any registered Bonds designated for redemption at their addresses
appearing on the Bond registration books maintained by the Trustee, but neither failure to
receive such notice nor any defect in the notice so mailed shall affect the sufficiency of
the proceedings for redemption.
If this Bond is called for redemption and payment is duly provided therefor as
specified in the Indenture, interest shall cease to accrue hereon from and after the date
fixed for redemption.
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0 •
If an event of default, as defined in the Indenture, shall occur, the principal of all
Bonds may be declared due and payable upon the conditions, in the manner and with the
effect provided in the Indenture, but such declaration and its consequences may be
rescinded and annulled as further provided in the Indenture.
The Bonds are issuable as fully registered Bonds without coupons in
denominations of $5,000 and any integral multiple thereof. Subject to the limitations and
conditions and upon payment of the charges, if any, as provided in the Indenture, Bonds
may be exchanged for a like aggregate principal amount of Bonds of other authorized
denominations and of the same maturity.
This Bond is transferable by the registered owner hereof, in person or by his
attorney duly authorized in writing, at said office of the Trustee, but only in the manner and
subject to the limitations provided in the Indenture, and upon surrender and cancellation of
this Bond. Upon registration of such transfer a new fully registered Bond or Bonds, of
authorized denomination or denominations, for the same aggregate principal amount and
of the same maturity will be issued to the transferee in exchange herefor.
The Agency and the Trustee may treat the Registered Owner hereof as the
absolute Owner hereof for all purposes, and the Agency and the Trustee shall not be
affected by any notice to the contrary.
The rights and obligations of the Agency and the Registered Owners of the Bonds
may be modified or amended at any time in the manner, to the extent and upon the terms
provided in the Indenture, but no such modification or amendment shall permit a change in
the terms of redemption or maturity of the principal of any outstanding Bond or of any
installment of interest thereon or a reduction in the principal amount or the redemption
price thereof or in the rate of interest thereon without the consent of the registered owner
of such Bond, or shall reduce the percentages or otherwise affect the classes of Bonds
the consent of the registered owners of which is required to effect any such modification
or amendment.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this Bond,
shall be construed as though they were written out in full according to applicable laws or
regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of
survivorship and not as
tenants in common
UNIF GIFT MIN ACT Custodian
(Gust)
(Minor)
under Uniform Gifts to Minors
Act
(State)
ADDITIONAL ABBREVIATIONS MAY ALSO BE USED
THOUGH NOT IN THE LIST ABOVE
-22-
•
(FORM OF ASSIGNMENT)
Cl
For value received the undersigned hereby sells, assigns and transfers unto
(Name, Address and Tax Identification or Social Security Number of Assignee)
the within -registered Bond and hereby irrevocably constitute(s) and appoints(s)
attorney,
to transfer the same on the bond register of the Trustee with full power of
substitution in the premises.
Dated:
Note: The signature(s) on this
Assignment must correspond
with the name(s) as written on
the face of the within Bond in
every particular without
alteration or enlargement or
any change whatsoever.
Signature Guaranteed:
Note: Signature(s) must be guaranteed by a
member firm of the New York Stock
Exchange or a commercial bank or
trust company.
Section 2.05. Execution of Bonds. The Bonds shall be executed on behalf of the
Agency by the facsimile signatures of its Chairman and its Secretary who are in office on
the date of adoption of this Indenture or at any time thereafter, and the seal of the Agency
shall be impressed, imprinted or reproduced by facsimile signature thereon. If any officer
whose signature appears on any Bond ceases to be such officer before delivery of the
Bonds to the purchaser, such signature shall nevertheless be as effective as if the officer
had remained in 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 Bonds as shall bear thereon a certificate of authentication and
registration in the form hereinbefore recited, executed and dated by the Trustee, shall be
valid or obligatory for any purpose or entitled to the benefits of this Indenture, and such
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0 •
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 Indenture.
Section 2.06. (No Text)
Section 2.07. Transfer of Bonds. Any Bond may, in accordance with its terms, be
transferred, upon the books required to be kept pursuant to the provisions of Section 2.09,
by the person in whose name it is registered, in person or by his duly authorized attorney,
upon surrender of such Bond for cancellation, accompanied by delivery of a written
instrument of transfer in a form approved by the Trustee, duly executed. The Agency may
charge a reasonable sum for each new Bond issued upon any transfer and the Trustee
shall require the payment by the Owner requesting such transfer of any tax or other
governmental charge required to be paid with respect to such transfer.
Whenever any Bond or Bonds shall be surrendered for transfer, the Agency shall
execute and the Trustee shall deliver a new Bond or Bonds, for like aggregate principal
amount.
No transfers of Bonds shall be required to be made (i) fifteen days prior to the date
established by the Trustee for selection of Bonds for redemption or (ii) with respect to a
Bond after such Bond has been selected for redemption.
Section 2.08. Exchange of Bonds. Bonds may be exchanged at the principal
office of the Trustee in Los Angeles, California, for a like aggregate principal amount of
Bonds of authorized denominations and of the same maturity. The Agency may charge a
reasonable sum for each new Bond issued upon any exchange (except in the case of any
exchange of temporary Bonds for definitive Bonds and except in the case of the first
exchange of any definitive Bond in the form in which it is originally issued) and the Trustee
shall require the payment by the Bondowner requesting such exchange of any tax or other
governmental charge required to be paid with respect to such exchange.
No exchanges of Bonds shall be required to be made (i) fifteen days prior to the
date established by the Trustee for selection of Bonds for redemption or (ii) with respect to
a Bond after such Bond has been selected for redemption.
Section 2.09. Bond Register. The Trustee will keep or cause to be kept, at its
principal office sufficient books for the registration and transfer of the Bonds, which shall at
all times be open to inspection by the Agency upon reasonable notice; 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.
Section 2.10. 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, and may contain such reference to any of the provisions of this
Indenture 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
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0 0
delay, and thereupon the temporary Bonds may be surrendered, for cancellation, in
exchange therefor at the principal office of the Trustee in Los Angeles, California, 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 Indenture as
definitive Bonds authenticated and delivered hereunder.
Section 2.11. Bonds Mutilated Lost Destroyed or Stglen. 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 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 canceled
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 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 Indenture with all other Bonds issued
pursuant to this Indenture.
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ARTICLE III
ISSUE OF BONDS; ADDITIONAL BONDS
Section 3.01. Issuance and Delivery of Bonds. At any time after the execution of
this Indenture the Agency may issue and deliver Bonds in the aggregate principal amount
of Six Million One Hundred Thirty Thousand Dollars ($6,130,000). In accordance with the
provisions of Resolution No. , adopted by the Agency on August 12, 1986, calling for
bids on the Bonds, the Bonds have been awarded 10 as the highest
responsible bidder (the "Purchaser") in accordance with, and provided that there is full
satisfaction of all of the conditions of, the approved Official Notice of Sale therefor. The
Bonds shall be delivered to the Purchaser upon compliance with the terms and conditions
set forth in the Resolution, the Official Notice of Sale of the Bonds and the accepted
proposal of the Purchaser. The Chairman and Vice Chairman of the Agency, the
Secretary of the Agency, the Executive Director of the Agency, the General Counsel and
other proper Officers of the Agency are hereby authorized and directed to deliver any and
all documents and instruments, to authorize the payment of Costs of Issuance and to do
and cause to be done any and all acts and things necessary or convenient for delivery of
the Bonds to the Purchaser.
Section 3.02. Application of Proceeds of Sale of Bonds. There is hereby
established a Fund to be known as the "Redevelopment Agency of the City of Azusa
Central Business District Redevelopment Fund Tax Allocation Bond, 1986 Series A. Bond
Proceeds Fund" and, within such Fund, an Account to be known as the Cost of Issuance
Account, which Fund and Account shall be held in trust by the Trustee. Upon the receipt
of payment for the Bonds, the proceeds thereof shall be paid to the Trustee, who shall
forthwith set aside, pay over and deposit such proceeds as follows:
(1) Deposit in the 1985 Notes Defeasance Fund for the 1985 Notes under the 1985
Escrow Deposit and Trust Agreement, $ which will be sufficient to provide for the
refunding and defeasance of the 1985 Notes;
(2) Deposit in the Escrow Fund the amount of $
(3) Deposit in the Reserve Account $ , being an amount equal to the
Reserve Requirement as of the date of delivery of the Bonds when taken together with the
transfer by the Trustee into the Reserve Account of $ from the 1985 Note Reserve
Fund pursuant to the Escrow Deposit and Trust Agreement.
(4) Deposit in the Interest Account $ equaling the accrued interest paid by
the purchasers of the Bonds;
(5) The Trustee shall set aside in the Cost of Issuance Account an amount
estimated by the Agency to be sufficient to pay Costs of Issuance, as set forth in a
requisition containing the respective amounts to be paid to the designated payees, signed
by the Executive Director or by a financial officer of the Agency and delivered to the
Trustee concurrently with the delivery of the Bonds. The Trustee shall pay all Costs of
Issuance upon receipt of an invoice from any such payee which requests payment in an
amount which is less than or equal to the amount set forth with respect to such payee in
-26-
such requisition. The Trustee shall maintain the Cost of Issuance Account for a period of
180 days from the date of delivery of the Bonds and then shall transfer any moneys
remaining therein to the Treasurer of the Agency for deposit in the Redevelopment Fund
for the payment of any unpaid Costs of Issuance and every invoice and requisition
received thereafter by the Trustee shall be submitted to the Agency for payment.
(6) Deposit with the Treasurer of the Agency, who shall place the same in the
Redevelopment Fund, the balance remaining after making the deposits and paying the
costs required pursuant to the preceding subparagraphs, together with amounts, if any,
deposited in the Redevelopment Fund pursuant to the 1985 Escrow Deposit and Trust
Agreement.
Section 3.03. Redevelopment Fund. There has been created pursuant to the
Trust Indenture providing for the issuance of the 1985 Notes a special fund known as the
Redevelopment Agency of the City of Azusa Central Business District Redevelopment
Project Redevelopment Fund" (the "Redevelopment Fund"), which the Agency hereby
covenants and agrees to cause to be maintained and which shall be held in trust by the
Treasurer of the Agency. The moneys in such fund shall be used in the manner provided
by law solely for the purpose of aiding in financing the Project, including payment of all
remaining unpaid Costs of Issuance with respect to which requisitions are in proper form,
as described above in Section 3.02(5).
The Agency shall pay moneys from the Redevelopment Fund upon receipt of
claims thereon and signed by at least one duly authorized officer or member of the
Agency. The Agency warrants that no withdrawal shall be made from the Redevelopment
Fund for any purpose not authorized by law. All or any moneys in excess of that amount
required to complete the Project may also be transferred from the Redevelopment Fund to
the Special Fund.
Section 3.04. Escrow Fund. There is hereby established a separate fund to be
known as the "Central Business District Redevelopment Project Escrow Fund", which
shall be held by the Trustee in trust for the benefit of the Agency and the Bond Owners.
The Trustee shall deposit in the Escrow Fund from the proceeds of sale of the Bonds the
amount described in Section 3.02(2). Such amount shall be retained in the Escrow Fund
and applied as follows:
(a) On any date at least sixty (60) days prior to any Escrow Release Date,
the Agency may file with the Trustee a Tax Revenue Certificate accompanied by a
Report of an Independent Financial Consultant which identifies (i) the amount
proposed to be released from the Escrow Fund, and (ii) the Released Amount
Reserve Requirement resulting from such release. Such Report shall also
conclude that the amount of prior Fiscal Year Tax Increment Revenues identified in
such Tax Revenue Certificate at least equals one hundred twenty-five percent
(125%) of the Released Amount Reserve Requirement identified in such Report.
On the Escrow Release Date following receipt of such Tax Revenue Certificate and
Report, the Trustee shall withdraw from the Escrow Fund the amount identified in
such Report and (subject to the provisions of subsection (b) below) transfer such
amount as follows:
27-
6
(i) to the Agency for deposit into the Reserve Account, in an amount
required to cause the balance therein to equal the Released Amount
Reserve Requirement; and
(ii) to the Agency, the remaining balance for deposit into the
Redevelopment Fund.
(b) All amounts in the Escrow Fund shall be invested by the Trustee at the
direction of the Agency pursuant to an Investment Agreement.
(c) All earnings on the investment of amounts in the Escrow Fund shall be
transferred when received by the Trustee to the Interest Account.
(d) On August 1, 1991, the Trustee shall withdraw all unreleased amounts in
the Escrow Fund and transfer such amounts to the Redemption Account to be
applied to the mandatory redemption of the Term Bonds of 2016 pursuant to
Section 2.03(2).
Section 3.05. Issuance of Additional Bonds. In addition to the Bonds, the Agency
may, by Supplemental Indenture, establish one or more additional series of parity Bonds
to finance the Project in such principal amount as shall be determined by the Agency.
The Agency may deliver Additional Bonds of the series so established subject to the
following specific conditions which are hereby made conditions precedent to the delivery
of any such additional series of Bonds issued under this Section:
(1) The Trustee shall receive prior to the delivery of Additional Bonds:
(a) Executed copies of the Indenture and the applicable Supplemental
Indenture pursuant to which such Additional Bonds are authorized to be issued:
(b) An Opinion of Bond Counsel satisfactory in form to the Trustee stating
(1) that the Indenture and any applicable Supplemental Indenture pursuant to which such
Additional Bonds are authorized to be issued have been duly authorized, executed and
delivered and are valid. binding and enforceable against the Agency in accordance with
their terms; (2) that the Indenture and any applicable Supplemental Indenture pursuant to
which such Additional Bonds are authorized to be issued, create a valid pledge of that
which they purport to pledge, (3) that the principal amount of Bonds and such Additional
Bonds to be issued and then Outstanding will not exceed any limit imposed by law; and (4)
that all conditions precedent to the issuance of such Additional Bonds have been satisfied:
(c) An Officer's Certificate stating that the Agency is not, at the time of
issuance of such Additional Bonds, in default under the Indenture or any Supplemental
Indenture or other authorizing resolution, directing the Trustee or designated trustee to
deliver such Additional Bonds or other instrument or instruments evidencing Additional
Bonds as authorized. and stating the amounts to be deposited in the various applicable
Funds and Accounts:
(d) With respect to such Additional Bonds, an Officer's Certificate showing:
a-]
9 6
(i) For the current and each future Fiscal Year the Maximum Annual
Debt Service for each Bond Year commencing in such Fiscal Year with respect to all
series of Bonds reasonably expected to be Outstanding including the Additional Bonds
then being delivered (excluding from the calculation of Annual Debt Service, Annual Debt
Service payable with respect to the portion of the proceeds of the Additional Bonds, if any,
which shall be deposited in an escrow fund similar to the Escrow Fund);
(ii) For the then current Fiscal Year the Tax Increment Revenues to be
received by the Agency based upon the most recent taxable valuation of property in the
Project Area furnished by the County Auditor -Controller or other appropriate officer of the
County;
(iii) That for the current and each future Fiscal Year for the Bond Year
commencing in the current and each such future Fiscal Year, the Tax Increment
Revenues referred to in item (ii) above are at least 1.25 times the Annual Debt Service
referred to in item (i) above; and
(iv) That upon the delivery of the proposed Additional Bonds, an amount
equal to or in excess of the Reserve Requirement for such Additional Bonds will be
credited to the Reserve Account (excluding from the calculation of the Reserve
Requirement the portion of the proceeds of the Additional Bonds, if any, which shall be
deposited in an escrow fund similar to the Escrow Fund) as partial security for such
Additional Bonds;
(e) The Agency shall also certify that it has reviewed the limitation upon the
amount of taxes which may be allocated to the Agency under the Redevelopment Plan and
certifies that the pledge of Tax Revenues to the payment of the Additional Bonds will not
impair the ability of the Agency to pay future Annual Debt Service on the Bonds and the
Additional Bonds; and
(f) The Agency shall deliver such other documents and take such additional
action as the Trustee may require.
(2) Unless the Agency shall have determined that other maturity date or dates and
that other interest payment dates will not adversely affect the interests of the Owners of
Bonds then Outstanding, the Additional Bonds shall mature'on August 1, and interest
thereon shall be payable August 1 and February 1 of each year.
Notwithstanding the foregoing, if the Agency is then in compliance with all of the
provisions of this Indenture and any Supplemental Indenture, the Agency may issue its
obligations (including borrowings from the City) having a lien on the Tax Revenues which
is subordinate to the pledge of the Tax Revenues herein contained, but only if the pledge
of Tax Revenues to the payment of such obligations will not impair the ability of the
Agency to pay future Annual Debt Service within the restrictions upon the amount of taxes
which may be allocated to the Agency under the Redevelopment Plan. In addition, the
Agency may issue its refunding bonds in accordance with the further provisions of the Law
and this Indenture.
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Section 3.06. Validity of Bonds. The validity of the authorization and issuance of
the Bonds shall not be dependent upon the completion of the Project or upon the
performance by any person of his obligation with respect to the Project.
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ARTICLE IV
THE TAX REVENUES, SPECIAL FUND AND ACCOUNTS; SURPLUS
Section 4.01. Pledge of Tax Revenues. The Bonds shall be secured by a first
pledge (which pledge shall be effected in the manner and to the extent hereinafter
provided) of all of the Tax Revenues, and a pledge of all of the moneys in the Special
Fund, including Investment Earnings (subject to the provisions of Section 6.05). The Tax
Revenues are hereby allocated in their entirety to the payment of the principal of and
interest, and redemption premium, if any, on the Bonds and, until the payment in full
thereof, the Tax Revenues shall be applied solely to the payment of such principal and
interest, and redemption premium, if any, and to transfer to the Reserve Account for the
purposes set forth in Section 4.03: except that out of the Tax Revenues may be
apportioned in such amounts for such other purposes as are expressly permitted by
Section 4.03. The pledge and allocation of Tax Revenues is for the exclusive benefit of
the Bonds and shall be irrevocable until all of the Bonds have been paid and retired or
until moneys have been set aside irrevocably for that purpose. Other than Additional
Bonds authorized pursuant to Section 3.05 and refunding bonds issued solely for the
purpose of refunding all of the then Outstanding Bonds and Additional Bonds, the Agency
will not issue any obligation or security superior to or on a parity with the Bonds authorized
pursuant to Section 2.01, howsoever denominated, payable in whole or in part from the
Tax Revenues which are hereby pledged to the payment of the principal of and interest on
the Bonds (and any Additional Bonds or refunding bonds), until all of the Bonds have been
paid and retired or until moneys have been set aside irrevocably for that purpose.
Section 4.02. Special Fund. There is hereby created the "Redevelopment Agency
of the City of Azusa Central Business District Redevelopment Project Tax Allocation
Bonds, 1986 Series A, Special Fund", herein called "Special Fund", which shall be held in
trust by the Trustee and maintained by the Trustee as a separate account, distinct from all
other funds of the Agency. into which shall be paid on receipt thereof, the Tax Revenues.
While the Bonds are Outstanding or any interest thereon is unpaid, the Special
Fund shall be administered and disbursements made in the manner and in the order
progressively set forth in Sections 4.03 hereof.
Section 4.03. Establishment and Maintenance of Accounts for Revenues Use and
Withdrawal of Revenues. All Tax Revenues in the Special Fund shall be transferred and
set aside by the Trustee in the following respective special accounts (each of which is
hereby created and each of which the Agency covenants and agrees to cause to be
maintained) in the following order of priority:
(1) Interest Account.
(2) Principal Account,
(3) Sinking Account of 2015 and Sinking Account of 2016,
(4) Reserve Account,
(5) Surplus, and
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(6) Redemption Account.
All Tax Revenues in each of said accounts shall be held in trust by the Trustee and
shall be applied, used and withdrawn only for the purposes hereinafter authorized in this
Section 4.03.
(1) Interest Account. On or before the last day of each January and July of each
year the Bonds are Outstanding, commencing January 31, 1987, the Trustee shall transfer
from the Special Fund and set aside in the Interest Account an amount which, when added
to the amount contained in the Interest Account on that date, will be equal to the aggregate
amount of the interest becoming due and payable on the Outstanding Bonds on the next
succeeding Interest Payment Date. No deposit need be made into the Interest Account if
the amount contained therein is at least equal to the interest to become due on the next
succeeding Interest Payment Date upon all of the Bonds issued hereunder and then
Outstanding. All moneys in the Interest Account shall be used and withdrawn by the
Trustee solely for the purpose of paying the interest on the Bonds as it shall become due
and payable (including accrued interest on any Bonds purchased or redeemed prior to
maturity pursuant to this Indenture).
(2) Principal Account. On or before the last day of each July the Bonds are
Outstanding, commencing July 31, 1987, the Trustee shall transfer from the Special Fund
and set aside in the Principal Account an amount which, when added to the amount
contained in the Principal Account on that date, will be equal to the principal becoming
due and payable on the next succeeding August 1 on the Outstanding Serial Bonds. No
deposit need be made into the Principal Account if the amount contained therein is at least
equal to the principal to become due on the next succeeding August 1 upon all of the
Serial Bonds issued hereunder and then Outstanding. All moneys in the Principal Account
shall be used and withdrawn by the Trustee solely for the purpose of paying the principal
on the Serial Bonds as it shall become due and payable.
(3) Sinking Account.
(a) On or before the last day of each July, commencing July 31, 2000, the Trustee
shall transfer from the Special Fund and set aside and deposit in the Sinking Account of
2015 an amount which. when added to the amount contained in the Sinking Account on
that date, will be equal to the sinking account payment required to be on deposit therein on
the next succeeding August 1 for payment of the Term Bonds of 2015. All moneys so
transferred and deposited in the Sinking Account shall be used solely for the redemption
or purchase of the Term Bonds of 2015 as set forth below. The required sinking account
payments for the Term Bonds of 2015, are listed in the following table:
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Year
Principal
Year
Principal
August 1
Amount
Au_uq st 1
Amount
2000
$ 70,000
2008
$ 135,000
2001
75,000
2009
145,000
2002
85,000
2010
160,000
2003
90,000
2011
175,000
2004
100,000
2012
190,000
2005
105,000
2013
205,000
2006
115,000
2014
220,000
2007
125,000
2015 (maturity)
240,000
Moneys so transferred and deposited in the Sinking Account of 2015 on August 1 of
any year, commencing August 1, 2000, in the amounts as set forth in the foregoing table,
shall be used and withdrawn by the Trustee on such date and applied for the redemption
prior to maturity or payment at maturity of the Term Bonds of 2015, at a redemption price
equal to the principal amount thereof to be redeemed, plus accrued interest, if any, to the
date fixed for redemption, without premium.
In the event of optional redemption of the Term Bonds of 2015, pursuant to Section
2.03(1), sinking account payments payable pursuant to Section 2.03(3) as listed above
shall be reduced pro rata.
Moneys in the Sinking Account of 2015 may also be used and withdrawn by the
Trustee at any time, upon the Written Request of the Agency, for the purchase of any
Outstanding Bonds at public or private sale as and when and at such prices (including
brokerage and other charges, but excluding accrued interest, which is payable from the
Interest Account) as it may in its discretion determine, but not to exceed the principal
amount of such Bonds. The principal amount of any such Bonds purchased after August
1, 1999 shall be credited against the Sinking Account of 2015 payment due next
succeeding the date of such purchase, pursuant to the foregoing tables, and shall reduce
the corresponding principal amount of Bonds to be redeemed. All Bonds purchased
pursuant to this section shall be canceled.
(b) On or before the last day of each July, commencing July 31, 1992, the Trustee
shall transfer from the Special Fund and set aside and deposit in the Sinking Account of
2016 an amount which, when added to the amount contained in the Sinking Account of
2016 on that date, will be equal to the sinking account payment required to be on deposit
therein on the next succeeding August 1 for payment of the Term Bonds of 2016. All
moneys so transferred and deposited in the Sinking Account of 2016 shall be used solely
for the redemption or purchase of the Term Bonds of 2016 as set forth below. The
required sinking account payments for the Term Bonds of 2016 are listed in the following
table:
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Moneys so transferred and deposited in the Sinking Account of 2016 on August 1 of
any year, commencing August 1, 1992, in the amounts as set forth in the foregoing table,
shall be used and withdrawn by the Trustee on such date and applied for the redemption
prior to maturity or payment at maturity of the Term Bonds of 2016 at a redemption price
equal to the principal amount thereof to be redeemed, plus accrued interest, if any, to the
date fixed for redemption, without premium.
In the event of optional redemption of the Term Bonds of 2016, pursuant to Section
2.03(1). sinking account payments payable pursuant to Section 2.03(3) as listed above
shalt be reduced pro rata.
Moneys in the Sinking Account may also be used and withdrawn by the Trustee at
any time. upon the Written Request of the Agency, for the purchase of any Outstanding
Bonds at public or private sale as and when and at such prices (including brokerage and
other charges, but excluding accrued interest, which is payable from the Interest Account)
as it may in its discretion determine, but not to exceed the principal amount of such
Bonds. The principal amount of any such Bonds purchased after August 1, 1991, shall be
credited against the Sinking Account payment due next succeeding the date of such
purchase, pursuant to the foregoing tables. and shall reduce the corresponding principal
amount of Bonds to be redeemed. All Bonds purchased pursuant to this section shall be
canceled.
(4) Reserve Account. On or before the last day of each January and July when
the Bonds are Outstanding. commencing January 31. 1987, and atter the deposits
required pursuant to the preceding subparagraphs have been made, the Trustee shall
transfer from the Special Fund and set aside in the Reserve Account an amount which.
when added to the amount contained in the Reserve Account on that date, will be equal to
the Reserve Requirement or such larger amount as shall be required to be maintained in
the Reserve Account by any Supplemental Indenture. No deposit need be made in the
Reserve Account so long as there shall be on deposit therein a sum equal to at least the
amount required by this subparagraph to be on deposit therein. All money in the Reserve
Account shall be used and withdrawn by the Trustee solely for the purpose of replenishing
the Interest Account, the Principal Account, or the Sinking Account, in such order, in the
K!
•
•
Year
Principal
Year
Principal
August 1
Amount
Auoust 1
Amount
1992
$ 40,000
2004
$ 105,000
1993
45,000
2005
115,000
1994
45,000
2006
125,000
1995
55,000
2007
135,000
1996
55,000
2008
145,000
1997
60,000
2009
160,000
1998
65,000
2010
170,000
1999
70,000
2011
185,000
2000
75,000
2012
200,000
2001
85,000
2013
220,000
2002
90,000
2014
240,000
2003
95,000
2015
260,000
2016 (maturity)
540,000
Moneys so transferred and deposited in the Sinking Account of 2016 on August 1 of
any year, commencing August 1, 1992, in the amounts as set forth in the foregoing table,
shall be used and withdrawn by the Trustee on such date and applied for the redemption
prior to maturity or payment at maturity of the Term Bonds of 2016 at a redemption price
equal to the principal amount thereof to be redeemed, plus accrued interest, if any, to the
date fixed for redemption, without premium.
In the event of optional redemption of the Term Bonds of 2016, pursuant to Section
2.03(1). sinking account payments payable pursuant to Section 2.03(3) as listed above
shalt be reduced pro rata.
Moneys in the Sinking Account may also be used and withdrawn by the Trustee at
any time. upon the Written Request of the Agency, for the purchase of any Outstanding
Bonds at public or private sale as and when and at such prices (including brokerage and
other charges, but excluding accrued interest, which is payable from the Interest Account)
as it may in its discretion determine, but not to exceed the principal amount of such
Bonds. The principal amount of any such Bonds purchased after August 1, 1991, shall be
credited against the Sinking Account payment due next succeeding the date of such
purchase, pursuant to the foregoing tables. and shall reduce the corresponding principal
amount of Bonds to be redeemed. All Bonds purchased pursuant to this section shall be
canceled.
(4) Reserve Account. On or before the last day of each January and July when
the Bonds are Outstanding. commencing January 31. 1987, and atter the deposits
required pursuant to the preceding subparagraphs have been made, the Trustee shall
transfer from the Special Fund and set aside in the Reserve Account an amount which.
when added to the amount contained in the Reserve Account on that date, will be equal to
the Reserve Requirement or such larger amount as shall be required to be maintained in
the Reserve Account by any Supplemental Indenture. No deposit need be made in the
Reserve Account so long as there shall be on deposit therein a sum equal to at least the
amount required by this subparagraph to be on deposit therein. All money in the Reserve
Account shall be used and withdrawn by the Trustee solely for the purpose of replenishing
the Interest Account, the Principal Account, or the Sinking Account, in such order, in the
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event of any deficiency at any time in any of such accounts, or for the purpose of paying
the interest on or principal of, or redemption premiums, if any, on the Bonds in the event
that no other money of the Agency is lawfully available therefor, or for the retirement of all
the Bonds then Outstanding, except that so long as the Agency is not in default hereunder,
any amount in the Reserve Account in excess of the amount required by this
subparagraph to be on deposit therein may be withdrawn from the Reserve Account and
deposited in the Special Fund. At any fime after August 1, 1991, the Agency may at its
sole discrefion provide an irrevocable standby or direct pay letter of credit or surety bond
to satisty all or any portion of the amounts required to be on deposit in the Reserve
Account. Such letter of credit or surety bond must must be issued by a financial institution
rated "A" or higher by Moody's Investors Service, Inc. The Trustee will be authorized to
draw under the letter of credit or surety bond in the event that moneys in the Special Fund
are insufficient to make a required payment of principal of or interest on the Bonds. The
Agency, at its sole discretion, may replace the above described letter of credit or surety
bond at any time with replacement funds from any source.
(5) Surplus. Provided that
(a) all of the deposits provided for in subparagraphs 1, 2, and 3 above to the
Interest, Principal, and Sinking Accounts shall be made as scheduled.
(b) that the deposits provided for in subparagraph 4 above to the Reserve
Account shall be made as necessary to maintain a balance therein equal to the Reserve
Requirement, and
(c) the Trustee shall have received Tax Revenues in an amount sufficient
together with funds already on deposit in the Special Fund (not including amounts in the
Reserve Account) to pay interest, principal, and scheduled sinking account payments
coming due in the then current Bond Year year with respect to the Bonds then
Outstanding, and to restore the Reserve Account to an amount equal to the Reserve
Requirement, if required:
then additional Tax Revenues received in respect of such Bond Year and other amounts
on deposit in the Special Fund (exclusive of the Interest Account, the Principal Account,
the Sinking Account, and the Reserve Account) will be declared "Surplus" and, provided
that no event of default under the Indenture has occurred and is continuing, may be
withdrawn at any time by the Agency and used by the Agency for any lawful purpose.
(6) Redemption Accor. The Redemption Account shall be maintained by the
Trustee as a separate Account distinct from all other funds of the Agency. to pay for the
prior redemption of the Bonds other than from funds in the Sinking Account, including the
redemption of Bonds with moneys transferred from the Escrow Fund pursuant to Section
3.04(d).
Any funds legally available may, at any time on or after August 1, 1996, at the
option of the Agency, be paid to the Trustee for deposit in the Redemption Account and
application to the prior redemption of Bonds on August 1, 1996 or any Interest Payment
Date thereafter pursuant to Section 2.03(1). Moneys in the Redemption Account may also
be used and withdrawn by the Trustee at any time on or after August 1, 1996, upon the
Written Request of the Agency, for the purchase of any Outstanding Bonds at public or
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private sale as and when, and at such prices (including brokerage and other charges, but
excluding accrued interest, which is payable from the Interest Account) as it may in its
discretion determine, but not to exceed the principal amount of such Bonds plus the
redemption premium applicable on the next ensuing August 1.
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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 and of this Indenture, and it will faithfully observe
and perform all of the conditions, covenants and requirements of this Indenture and all
Supplemental Indentures 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 permitted by law.
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, approve any such arrangement by
purchasing or funding said claims for interest or in any other manner. In case any such
claim for interest shall be extended or funded, whether or not with the consent of the
Agency, such claim for interest so extended or funded shall not be entitled. in case of
default hereunder, to the benefits of this Indenture, 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. Aoainst 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
Indenture. Any "pass-through" agreements hereafter entered into by the Agency pursuant
to Section 33401 of the Law or any other applicable provision of the Law, shall provide that
payment of any Tax Revenues thereunder shall be subordinate to the pledge herein of Tax
Revenues to the payment of the Bonds.
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
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 all times during business hours be subject to the
inspection of the Trustee and the Owners of not less than ten percent (10%) of the
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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 eighty (180) days after the close of that Fiscal Year so long as any of the
Bonds are Outstanding, complete financial statements with respect to that 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 Owner upon request.
Section 5.07. Protection of Security and Rights of Bondowners. 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 shalt 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 or 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. Comoliance with Law Completion of Project. The Agency will
comply with all applicable provisions of the Law in completing the Project, including
without limitation, duly noticing and holding any public hearing required by either Section
33445 or 33679 of the Law prior to application of proceeds of the Bonds to any portion of
the Project subject to either Section 33445 or 33679. In addition, the Agency will comply
timely with the public hearing and further requirements of Section 33334.6. 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 Redevelopment Plan and the Law.
Section 5.10. Covenant Re Consummer Loan or Certain Other Uses of Bond
Proceeds. No amount in excess of five percent (5%) of the face amount of the Bonds will
be used directly or indirectly to make or finance loans so as to cause the Bonds to be
"consumer loan bonds" within the meaning of Section 103(0) of the Internal Revenue
Code of 1954, as amended, and the regulations promulgated thereunder, to the extent that
the provisions thereof are then applicable.
IBH
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Section 5.11. Amendment of Redevelopment Plan and Disposition of Property.
(1) The Agency will not authorize the disposition of any land or real property in the
Project Area to anyone which will result in such property becoming exempt from taxation
because of public ownership or use or otherwise (except property planned for such
ownership or use by the Redevelopment Plan in effect on the date of this Indenture) 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.## If the Agency proposes to
make such a disposition, it shall propose an amendment to such Redevelopment 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 disapprove said proposed amendment unless the requirements set forth in
subsection (2) of this Section 5.11 are satisfied. 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 amendment pursuant to
subsection (1) of this Section 5.11, the Trustee shall nevertheless approve said
amendment, provided that the following conditions precedent to said approval are
satisfied:
(a) the proposed amendment shall prohibit the Agency from disposing of any
property in the Project Area to anyone which will result in such property becoming exempt
from taxation because of public ownership or use or otherwise (except property planned
for such ownership or use by the Redevelopment Plan in effect on the date of this
Indenture), without imposing the following requirements on such new owner or owners:
(i) 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;
(ii) 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;
(iii) As an alternative to payment to the Treasurer pursuant to subsection
(2)(a)(ii) above, the new owner or owners may elect to make payment to the Treasurer in a
single sum equal to the amount estimated by the Treasurer to be receivable from taxes on
said property from the date of said payment to the maturity date of the Bonds. less a
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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 Treasurer in the Special
Fund.
(b) The Trustee shall have received an opinion of Bond Counsel satisfactory in
form to the Trustee to the effects (x) said amendment will be binding upon and enforceable
against the Agency and any such subsequent owner of any portion of the Project Area and
(y) such amendment shall not impair the tax-exempt nature of the Bonds.
Section 5.12. 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 Orange County, and shall forward information copies of each such filing to the
Trustee. The Agency will not amend the Plan or reduce the Project Area in any manner
which will impair the availability of Tax Revenues to pay Annual Debt Service.
Section 5.13. Eminent Domain. The net proceeds received by the Agency from
any eminent domain proceeding may be, 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 Project 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 or indenture authorizing the issuance of
such revenue obligations or authorizing such lease.
Section 5.14. 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 Indenture, and for the better assuring and confirming unto the Owners of the Bonds
of the rights and benefits provided in this Indenture.
Section 5.15 Covenant Re Mortgage Subsidy Bonds. The Agency covenants that
no amount in excess of five percent (5%) of the face amount of the Bonds will be used
directly or indirectly for mortgages on owner -occupied residences so as to cause the
Bonds to be "mortgage subsidy bonds" within the meaning of Section 103A of the Internal
Revenue Code of 1954, as amended. and the regulations promulgated thereunder, to the
extent that such requirements are then applicable.
Section 5.16. Non -Arbitrage Bonds. 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 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 5.17. Taxation of Leased Property. Whenever any property in the
Redevelopment Project has been redeveloped and thereafter is leased by the Agency to
any person or persons or whenever the Agency leases real property in the
Redevelopment Project to any person or persons (other than a public entity) for
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redevelopment, the property shall be assessed and taxed in the same manner as privately
owned property (in accordance with Section 33673 of the Health and Safety Code of the
State of California), and the lease or contract shall provide (1) that the lessee shall pay
taxes upon the assessed value of the entire property and not merely upon the assessed
value of his or its leasehold interest, and (2) that if for any reason the taxes paid by the
lessee on such property in any year during the term of the lease or contract shall be less
than the taxes which would have been payable upon the assessed value of the entire
property if the property were assessed and taxed in the same manner as privately owned
property, the lessee shall pay such difference to the Agency 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 Agency shall
be promptly delivered to the Trustee, shall be treated by the Trustee as Tax Revenues and
shall be deposited by the Trustee in the Special Fund.
Section 5.18. Covenant Re Industrial Development Bonds. The Agency covenants
that no amount in excess of twenty-five percent (25%) of the amount of interest or principal
payable on the Bonds shall be paid by private parties for use of the facilities financed with
the proceeds of the Bonds.
Section 5.19. Covenant Re Federally Guaranteed Obligation. The Agency shall
take no action nor permit nor suffer any action to be taken which would cause the Bonds
to be a federally guaranteed obligation within the meaning of Section 103(h) of the Internal
Revenue Code of 1954, as amended.
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9 0
ARTICLE VI
THE TRUSTEE
Section 6.01. Appointment of Trustee. Security Pacific National Bank, at its
principal office in Los Angeles, California, is hereby appointed Trustee for the Agency.
Except during the continuance of an Event of Default, the Trustee undertakes to perform
such duties, and only such duties, as are specifically set forth in this Indenture, and no
implied covenants or obligations shall be read into this Indenture against the Trustee. In
case an Event of Default has occurred and is continuing, the Trustee shall exercise such
of the rights and powers vested in it by the Indenture, and use the same degree of care
and shall in their exercise, as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs. The Trustee shall signify its acceptance
of the duties and obligations imposed upon it by this Indenture by executing and delivering
to the Agency a copy of the Indenture.
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 publication of such resignation, which notice shall be
published at least once in a financial newspaper. 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. Trustee May Hold Bonds. The Trustee may become the owner of
any of the Bonds in its own or any other capacity with the same rights it would have if it
were not Trustee.
Section 6.03. Liabili(y of Agents. 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 the Trustee assumes no responsibility for the correctness
of the same, nor makes any representations as to the validity or sufficiency of this
Indenture or of the Bonds, nor shall incur any responsibility in respect thereof, other than
as set forth in this Indenture. The Trustee shall not be liable in connection with the
performance of its duties hereunder, except for its own negligence or willful default.
Except during the continuance of an Event of Default, in the absence of bad faith.
the Trustee may conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon certificates or opinions furnished to the Trustee and
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conforming to the requirements of this Indenture: but in the case of any such certificates
or opinions by which any provision hereof are specifically required to be furnished to the
Trustee, the Trustee shall be under a duty to examine the same to determine whether or
not they conform to the requirements of this Indenture.
The Trustee shall not be liable for any error of judgment made in good faith by a
responsible officer unless it shall be proved that the Trustee was negligent in ascertaining
the pertinent facts.
The Trustee shall not be liable with respect to any action taken or omitted to be
taken by it in good faith in accordance with the direction of the Owners of a majority in
principal amount of the Bonds Outstanding relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred upon the Trustee, under this Indenture.
No provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to it.
The Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request or direction of any of the Owners pursuant to
this Indenture unless such Owners shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which might be incurred by it in
compliance with such request or direction.
The Trustee may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or by or through agents or attorneys and the Trustee shall
not be responsible for any misconduct or negligence on the part of any agent or attorney
appointed with due care by it hereunder.
Section 6.04. Notice to Agents. The Trustee may rely and shall be protected in
acting or refraining from 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
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.
The Trustee shall not 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 Indenture the Trustee 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,
be deemed to be conclusively proved and established by a certificate of the Agency, and
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such certificate shall be full warrant to the Trustee for any action taken or suffered under
the provisions of this Indenture or any Supplemental Indenture upon the faith thereof, but in
its discretion the Trustee 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
Treasurer or the Trustee in any of the funds or accounts established pursuant to this
Indenture shall, except to the extent invested in accordance with this Section 6.05, be
deposited in demand or time deposits (which may be represented by certificates of
deposit) in any bank or trust company authorized to accept deposits of public funds
(including the banking department of the Trustee), and shall be either fully insured by the
Federal Deposit Insurance Corporation or 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 Treasurer of the Agency and held by or for the account of the Treasurer
as security for such deposits.
Moneys in the Special Fund, including the Interest Account, Principal Account,
Sinking Account, and Reserve Account, shall, upon the written request of the Treasurer of
the Agency, delivered to the Trustee no later than 12:00 Noon California time on the
business day prior to the requested investment, be invested by the Trustee in such
Federal Securities as directed by the Treasurer and maturing as hereinafter provided.
Moneys in the Redevelopment Fund may also be invested by the Treasurer by deposits in
the Local Agency Investment Fund (created by §16429.1 of the Government Code) which
by their terms mature prior to the date on which such moneys are required to be paid out
hereunder. Moneys in the Special Fund may be so invested in such obligations which by
their terms mature prior to the date estimated by the Agency that such funds will be
required to be paid out or transferred to another fund or account 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
(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 received by the Trustee during any Fiscal Year shall be available, but in any
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event, Investment Earnings during any Fiscal Year shall be so transferred no later than the
last day of such Fiscal Year; provided that:
(i) at the time of any such transfer, the amount required to maintain the
Reserve Requirement 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 Fiscal 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, so apply any then
available Investment Earnings to pay debt service on the Bonds or to restore a deficiency
in the Reserve Account, 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 Indenture; 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 Supplemental Indenture 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.
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 Indenture.
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.
Section 6.06. Compensation Indemnification. The Agency shall pay to the Trustee
from time to time reasonable compensation for all services rendered under this Indenture,
and also all reasonable expenses, charges, counsel fees and other disbursements,
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including those of their attorneys, agents and employees, incurred in and about the
performance of their powers and duties under this Indenture, and the Trustee shall have a
lien therefor on any and all funds at any time held by it under this Indenture. 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.
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ARTICLE VII
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MODIFICATION OR AMENDMENT OF THE INDENTURE
Section 7.01. Amendments Permitted. This Indenture 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 indenture 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 mortgage, 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 otherwise permitted in this Indenture), 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 authenticating
agent without its written assent thereto.
This Indenture 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 Indenture.
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 Indenture
contained, other covenants and agreements thereafter to be observed, or to limit or
surrender any right or power herein reserved to or conferred upon the Agency;
(b) to make modifications not affecting any outstanding series of Bonds of the
Agency;
(c) to make such provisions for the purpose of curing any ambiguity, or of
curing, correcting or supplementing any defective provision contained in this Indenture, or
in regard to questions arising under this Indenture, as the Agency and the Trustee may
deem necessary or desirable and not inconsistent with this Indenture, and which shall not
adversely affect the rights of the Owners of the Bonds; and
(d) 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 3.04 of Article III.
Section 7.02. Bondowners' 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.
Section 7.03. Procedure for Amendment with Written Consent of Bondowners. The
Agency and the Trustee may at any time adopt a Supplemental Indenture amending the
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provisions of the Bonds or of this Indenture or any Supplemental Indenture, 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 Indenture, together with a request to
Bondowners for their consent thereto, shall be mailed by the Agency to each Owner of
Bonds Outstanding, but failure to mail copies of such Supplemental Indenture and request
shall not affect the validity of the Supplemental Indenture when assented to as in this
Section provided.
Such Supplemental Indenture 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) and a notice shall have been mailed as hereinafter in this
Section provided. Each such consent shall be effective only if accompanied by proof of
ownership of the Bonds for which such consent is given, which proof shall be such as is
permitted by Section 9.04. Any such consent shall be binding upon the 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 Indenture, the Agency shall mail a notice to the Bondowners
in the manner hereinbefore provided in this Section for the mailing of the Supplemental
Indenture, stating in substance that the Supplemental Indenture 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 Indenture 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 Indenture shall become effective upon the filing with the
Trustee of the proof of mailing of such notice, and the Supplemental Indenture 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 De
deemed Outstanding for the purpose of any vote, consent or other action or any
calculation of Outstanding Bonds provided for in this Article VII or Article VIII. and shall not
be entitled to vote upon, consent to, or take any other action provided for in this Article VII
or Article VIII.
Section 7.05. Effect of Supplemental Indenture. From and atter the time any
Supplemental Indenture becomes effective pursuant to this Article VII, this Indenture shall
be deemed to be modified and amended in accordance therewith, the respective rights.
duties and obligations under this Indenture of the Agency and all Owners of Bonds
Outstanding shall thereafter be determined, exercised and enforced hereunder subject in
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all respects to such modifications and amendments, and all the terms and conditions of
any such Supplemental Indenture shall be deemed to be part of the terms and conditions
of this Indenture 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 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 Los Angeles, 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.
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ARTICLE VIII
I
EVENTS OF DEFAULT AND REMEDIES OF BONDOWNERS
Section 8.01. Events of Default and Acceleration of Maturities. If one or more of
the following events ("events of default") shall happen, that is to say -
(1) if default shall be made in the due and punctual payment of the principal of
or redemption premium (if any), or any Sinking Account installment, 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 and as such interest installment shall become due and
payable;
(3) if default shall be made by the Agency in the observance of any of the
covenants, agreements or conditions on its part in this Indenture or any other resolution or
indenture authorizing the issuance of Additional Bonds or in the Bonds contained, and
such default shall have continued for a period of thirty (30) days after written notice; or
(4) if the Agency shall file a petition 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, 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 event of default, the Trustee may, and upon written request of
the Owners of not less than sixty percent (60%) in aggregate principal amount of the
Bonds at the time Outstanding shall, declare the principal of all of the Bonds then
Outstanding, and the interest accrued thereon, to be due and payable immediately, and
upon any such declaration the same shall become and shall be immediately due and
payable, anything in this Indenture or in the Bonds contained to the contrary
notwithstanding.
Such declaration may be rescinded by the Owners of not less than 60 percent in
aggregate principal amount of the Bonds at the time Outstanding provided the Agency
cures such default or defaults, including the deposit with the Trustee of a sum sufficient to
pay all principal on the respective Bonds matured prior to such declaration and all
matured installments of interest (if any) on the Bonds. with interest at the rate of 12% per
annum on such overdue installments of principal and, to the extent such payment of
interest is lawful at that time, on such overdue installments of interest, so that the Agency
is currently in compliance with all payment, deposit and transfer provisions of this
Indenture, and a sum sufficient to pay any expenses incurred by the Trustee in connection
with such default.
Section 8.02. Application of Funds Upon Acceleration. All of the Tax Revenues
and all sums in the funds and accounts provided for in Sections 4.02_and 4.03, upon the
date of the declaration of acceleration as provided in 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 in declaring such event of default, including reasonable compensation to its
or their agents, attorneys and counsel,
Second, in case the principal of the Bonds shall not have become due and
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 rate of twelve
percent (12%) per annum (to the extent that such interest on overdue installments shall
have been collected), such payments to be made ratably to the persons entitled thereto
without discrimination or preference;
Third, in case the principal of the Bonds shall have become and shall be then due
and payable, all such sums shall be applied 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 rate of twelve percent (12%) per annum (to the
extent that such interest on overdue installments of interest shall have been collected).
and in case such moneys shall be 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 Bondowners. Any Bondowner shall have the
right, for the equal benefit and protection of all Bondowners similarly situated -
(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 Indenture 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 Indenture, 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
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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 and Owners of the Bonds issued hereunder shall be
conclusively deemed so to have appointed it) the true and lawful attorney -in -tact of the
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 the
Trustee or Owners of Bonds shall be exclusive of any other remedy and that each and
every remedy shall be cumulative and shall be in addition to every other remedy given
hereunder or thereafter conferred on the Trustee or Bondowners.
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ARTICLE IX
MISCELLANEOUS
Section 9.01. Benefits of Indenture Limited to Parties. Nothing in this Indenture,
expressed or implied, is intended to give to any person other than the Agency, the Trustee
and the Owners of the Bonds, any right, remedy, claim under or by reason of this
Indenture. Any covenants, stipulations, promises or agreements in this Indenture
contained by and on behalf of the Agency shall be for the sole and exclusive benefit of the
Owners of the Bonds and the Trustee.
Section �02. Successor is Deemed Included in All References to
Predecessor. Whenever in this Indenture or any Supplemental Indenture either the
Agency or the Trustee 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 Indenture
contained by or on behalf of the Agency or the Trustee shall bind and inure to the benefit
of the respective successors and assigns thereof whether so expressed or not.
Section 9.03. Discharge of Indenture. 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
Sections 3.03 and 4.03 is fully sufficient to pay all Bonds Outstanding, including all
principal, interest and redemption premiums, or;
(3) by irrevocably 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 fund and accounts provided for in Section 4.03, be fully sufficient to pay and discharge
the indebtedness on all Bonds (including all principal, interest and redemption premiums)
at or before their respective maturity dates -
and if such Bonds are to be redeemed prior to the maturity thereof notice of such
redemption shall have been given as in this Indenture 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 Indenture and all other
obligations of the Agency under this Indenture 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.
Any funds thereafter held by the Trustee, which are not required for said purpose,
shall be paid over the Agency.
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Section 9.0 4. Execution of Documents and Proof of Ownership by Bondowners.
Any request, declaration or other instrument which this Indenture 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 ownership of registered Bonds
and the amount, maturity, number and date of holding the same shall be proved by the
registry books.
Any request, declaration or other instrument or writing of the 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.
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 duly provided by law.
Section 9.06. Publication for Successive Weeks. Any publication to be made
under the provisions of this Indenture 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 Canceled Bonds. Whenever in this Indenture
provision is made for the surrender to the Agency of any Bonds which have been paid or
canceled pursuant to the provisions of this Indenture, a certificate of destruction duly
executed by the Trustee shall be deemed to be the equivalent of the surrender of such
canceled 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 Indenture 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: Redevelopment Agency of the City of Azusa, City Hall, 213 E. Foothill
Boulevard, Azusa, California 91702, Attention: Executive Director.
Section 9.09. Partial Invalidity. If any Section, paragraph. sentence, clause or
phrase of this Indenture shall for any reason be held illegal or unenforceable, such holding
shall not affect the validity of the remaining portions of this Indenture. The Agency hereby
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declares that it would have adopted this Indenture 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 Indenture 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.
Section 9.10. Effective Date of Indenture. This Indenture shall take effect from and
after the date of its passage and adoption.
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0
IN WITNESS WHEREOF, the Agency has caused this Indenture to be executed in
its name and its seal to be affixed hereto and attested and the Trustee, in token of its
acceptance of the trusts created hereunder, has caused this Indenture to be executed in
its name, all as of the day and year above written.
ISEAL)
Attest:
Secretary
REDEVELOPMENT AGENCY OF THE CITY
OFAZUSA
This Indenture and the duties and obligations
herein imposed upon the Trustee are hereby
accepted and agreed to:
Dated: . 1986.
Chairman
SECURITY PACIFIC NATIONAL BANK
as Trustee
a
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Vice President
Trust Officer
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