HomeMy WebLinkAboutReso RDA 31-1982 ~!~5B ~ JHHW:KIJ:pl ~ 01/28/82
~. :pl 02/03/82
" · :jn 04/12/82
:in 04/16/82
:in 04/21/82
REDEVELOPMENT AGENCY OF THE CITY
OF SOUTH SAN FRANCISCO
RESOLUTION NO. 31
A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY
OF SOUTH SAN FRANCISCO AUTHORIZING THE ISSUANCE
OF $6,500,000 PRINCIPAL AMOUNT OF REDEVELOPMENT AGENCY
OF THE CITY OF SOUTH SAN FRANCISCO GATEWAY REDEVELOPMENT
PROJECT 1982 TAX ALLOCATION NOTES
Adopted: April 21 , 1982 ....
FORM OF FISCAL AGENTIS CERTIFICATE OF AUTHENTICATION AND
REGISTRATION TO APPEAR ON FULLY REGISTERED NOTES)
This is one of the Notes described in the within-mentioned Resolution
which has been authenticated and registered this day of ,
19__.
as Fiscal Agent
By
Authorized Officer
(FORM OF CORRESPONDING COUPON BOND ENDORSEMENT
TO APPEAR ON FULLY REGISTERED NOTES
Notice: No writing below except by the Fiscal Agent
This Registered Note is issued in lieu of or in exchange for Coupon
Note(s) of this issue numbered in the denominations of $5,000 each
not contemporaneously outstanding aggregating the face value hereof; and
... Coupon Note(s) of this issue aggregating the face value hereof (and bearing
the above serial number(s) which has (have) been reserved for such Coupon
Note(s) will be issued in exchange for this Registered Note and upon surrender
and cancellation thereof and upon payment of charges, all as provided in the
within-mentioned Resolution
(FORM OF ASSIGNMENT TO APPEAR ON
FULLY REGISTERED NOTES)
For value received the undersigned do(es) hereby sell, assign and
transfer unto the within-mentioned Registered
Note and do(es) hereby irrevocably constitute and appoint
attorney to transfer the same on the bond register of the Fiscal Agent, with
full power of substitution in the premises.
Dated:
Note: the signature(s) to this Assignment must correspond with the
name(s) as written on the face of the within Registered Note in every
particular, without alteration or enlargement or any change whatsoever.
11
TABLE OF CONTENTS
Section Page
Article I - Authorization of Notes: Definitions
1.01 Authorization ........................ 2
1.02 Definitions ......................... 2
1.03 Equal Security ........................ 7
1.04 Interpretation ........................ 8
Article II - The Notes
2.01 The Authorized Amount Interest and Maturity of Notes ..... 9
2.02 Prior Redemption ....................... 10
2.03 Execution .......................... 10
2.04 Authentication ........................ 11
2.05 Mutilated, Lost, Stolen or Destroyed Notes .......... 11
2.06 Registration of Notes; Persons Treated as Owners ....... 11
2.07 Temporary Notes ....................... 12
2.08 Forms of Notes ........................ 13
Article III - Issue of Notes; Redevelopment Fund
3.01 Issuance of Notes ...................... 14
3.02 Application of Proceeds of Sale of Notes ........... 14
3.03 Redevelopment Fund ...................... 14
3.04 Validity of Notes ...................... 14
Article IV - The Tax Revenues; Special Fund and Accounts
4.01 Pledge of Tax Revenues .................... 15
4 02 Special Fund ......................... 15
4 03 Low and Moderate Income Housing Fund ............. 15
4 04 Note Fund .......................... 15
4 05 Deficiency Loan Repayment Fund ................ 17
4 06 Redemption Account ...................... 17
4 07 Special Fund - Surplus .................... 18
4 08 Feeding Higher Priority ................... 18
4 09 Deposit and Investment of Moneys in Funds .......... 18
4 10 Letter of Credit is Security ................. 19
(i)
Article V - Other Covenants of the Agency
5 01 Punctual Payment ....................... 20
5 02 Accumulation of Coupons ................... 20
5 03 Against Encumbrances ..................... 20
5 04 Management and Operations of Properties ........... 20
5 05 Payment of Claims ...................... 20
5 06 Books and Accounts; Financial ................ 20
5 07 Protection of Security and Rights of Noteholders ....... 21
5 08 Payments of Taxes and Other Charges ............. 21
5 09 Completion of Project .................... 21
5 10 Taxation of Leased Property ................. 21
5 11 Amendment of Redevelopment Plan and Disposition of Property 22
5 12 Single Sum Payments in Lieu of Taxes ............. 23
5 13 Tax Revenues ......................... 23
5 14 Eminent Domain ........................ 23
5 15 Further Assistance ...................... 23
5 15 Arbitrage Covenant ...................... 23
Article VI - The Fiscal Agent
6.01 Appointment of Fiscal Agent ................. 24
6.02 Liability of Agent ...................... 24
6.03 Notice to Agent ....................... 24
6.04 Compensation and Expenses .................. 25
Article VII - Modification or Amendment of the Resolution
7.01 Amendments Permitted ..................... 26
7.02 Noteholders Meetings ..................... 26
7.03 Procedure for Amendment with Written Consent of Noteholders 26
7.04 Disqualified Notes ...................... 27
7.05 Effect of Supplemental Resolution .............. 27
7.06 Endorsement or Replacement of Notes Issued After Amendments 28
7.07 Amendatory Endorsement of Notes ............... 28
Article VIII - Events of Default and Remedies of Noteholders
8.01 Events of Default and Acceleration of Maturities ....... 29
8.02 Application of Funds Upon Acceleration ............ 30
8.03 Other Remedies of Noteholders ................ 30
8.04 Non-Waiver .......................... 31
8.05 Actions by Fiscal Agent as Attorney-in-Fact ......... 31
8.06 Remedies Not Exclusive .................... 31
Article IX - The Letter of Credit
9.01 General ........................... 32
9.02 Definitions ......................... 32
9.03 Drawings Under Letter of Credit ............... 32
9.04 Application of Drawings ................... 32
(ii)
Article X - Defeasance If No Obligations to Homart Incurred
10.01 Payment of Indebtedness; Satisfaction and Discharge
of Resolution ....................... 33
Article XII - Defeasance if Obligations to Bank Have Been
Repaid to Bank by Homart
11.01 Remains in Effect ...................... 35
11.02 Discharge of obligations ................... 35
Article XII - Miscellaneous
12.01 Benefits of Resolution Limited to Parties .......... 36
12.02 Successor is Deemed Included in All References
to Predecessor ...................... 36
12.03 Execution of Documents and Proof of Ownership by Noteholders. 36
12.04 Waiver of Personal Liability ................. 37
12.05 Publication for Successive Weeks ............... 37
12.06 Destruction of Cancelled Notes ................ 37
12.07 Notices and Demands on Agency ................ 37
12.08 Partial Invalidity ...................... 37
12.09 Supplemental Resolution ................... 38
12.10 Effective Date of Resolution ................. 38
(iii)
RESOLUTION NO. 31
A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY
OF SOUTH SAN FRANCISCO AUTHORIZING THE ISSUANCE OF $6,500,000
PRINCIPAL AMOUNT OF REDEVELOPMENT AGENCY OF THE CITY OF
SOUTH SAN FRANCISCO GATEWAY REDEVELOPMENT PROJECT
1982 TAX ALLOCATION NOTES
WHEREAS, the Redevelopment Agency of the City of South San Francisco 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 and notes for any of its corporate
purposes; and
WHEREAS, a redevelopment plan for the Gateway Redevelopment Project, in the
City of South San Francisco, California, has been adopted in compliance with all
requirements of law; and
WHEREAS, the Redevelopment Agency of the City of South San Francisco has
determined to issue notes in anticipation of bonds to aid in the financing of said
project as in this Resolution provided;
NOW, THEREFORE, BE IT RESOLVED, by the Redevelopment Agency of the City of
South San Francisco, as follows:
ARTICLE I
AUTHORIZATION OF NOTES: DEFINITIONS
Section 1.01. Authorization. The Agency has reviewed all proceedings
heretofore taken and has found, as a result of such review, and hereby finds and
determines, that all things, conditions and acts required by law to exist, happen
or be performed precedent to and in connection with the issuance of the notes do
exist, have happened and have been performed in due time, form and manner as
required by law, and the Agency is now duly empowered, pursuant to each and every
requirement of law, to issue the Notes in the manner and form provided in this
Resolution.
Section 1.02. Definitions. Unless the context otherwise requires, the
terms defined in this Section 1.02 shall, for all purposes of this Resolution, of
any resolution supplemental hereto, and of any certificate, opinion or other
document herein mentioned, have the meanings herein specified.
Agency
"Agency" means the Redevelopment Agency of the City of South San Francisco,
a public body, corporate and politic, established under the Law.
Articles, Sections
All references herein to "Articles," "Sections" and other subdivisions are
to the corresponding Articles, Sections or subdivisions of this Resolution, and the
words "herein," "hereof," "hereunder" and other words of similar import refer to
this Resolution as a whole and not to any particular Article, Section or
subdivision hereof.
Bank
"Bank" means the Bank of America National Trust and Savings Association, San
Francisco, California.
Bonds
"Bonds" means the Redevelopment Agency of the City of South San Francisco
Gateway Redevelopment Project 1984(85) Tax Allocation Bonds, to be hereafter issued
for the purpose of paying the principal amount of the Notes, or the Redevelopment
Agency of the City of South San Francisco 1984(85) Refunding Notes to be hereafter
issued for the purpose of refunding the Notes.
Chairman
"Chairman" means the chairperson of the Agency appointed pursuant to Section
33113 of the Health and Safety Code of the State of California, or other duly
appointed officer of the Agency authorized by the Agency by resolution or By-law to
perform the functions of the chairperson in the event of the chairperson's absence
or disqualification.
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; 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.
Financial Newspaper
"Financial newspaper" means The Wall Street Journal or The Daily Bond Buyer
or any other newspaper or journal printed in the English language publishing
financial news, circulated in San Francisco, California, and in the same or similar
newspaper or journal of general circulation in New York, New York, and selected by
the Fiscal Agent, whose decision shall be final and conclusive.
Fiscal Agent
"Fiscal Agent" means the Fiscal Agent 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.
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.
Holder, Noteholder
"Holder" or "Noteholder" means any person who shall be the bearer of any
outstanding coupon Note and, unless the context otherwise requires, includes the
registered owner of any outstanding fully registered Note.
Homart
"Homart" means the Homart Development Co. a private corporation duly
incorporated under the laws of the State of Illinois.
3
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;
(2) does not have any substantial interest, direct or indirect, with the
Agency; and
(3) is not connected with the Agency as an officer or employee of the
Agency, but who may be regularly retained to make reports to the
Agency.
Independent Financial Consultant
"Independent Financial Consultant" means any financial consultant or firm
of such consultants appointed by the Agency, and who, or each of whom:
(1) is in fact independent and not under domination of the Agency;
(2) does not have any substantial interest, direct or indirect, with the
Agency; and
(3) is not connected with the Agency as an officer of employee of the
Agency, but who may be regularly retained to make reports to the
Agency.
Independent Real Estate Consultant
"Independent Real Estate Consultant" means any real estate consultant or
firm of such consultants appointed by the Agency, and who, or each of whom:
(1) is in fact independent and not under domination of the Agency;
(2) does not have any substantial interest, direct or indirect, with the
Agency; and
(3) is not connected with the Agency as an officer or employee of the
Agency, but who may be regularly retained to make reports to the
Agency.
Interest Payment Date
"Interest Payment Date" means June 1 and December 1 of each year during
which interest is due and payable on the Notes, commencing December 1, 1982.
4
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.
Letter of Credit
"Letter of Credit" means that certain Irrevocable Standby Letter of Credit
issued by the Bank to the Fiscal Agent for the account of Homart.
Net Bond Proceeds
"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
expenses of the Agency incurred in connection with the authorization, issuance and
sale of the Bonds (including without limitation legal and consultant fees, rating
agency fees and printing and advertising expenses).
Notes
"Notes" means the Redevelopment Agency of the City of South San Francisco
Gateway Redevelopment Project 1982 Tax Allocation Notes authorized by this
Resolution.
Obligations to Homart
"Obligations to Homart" means all obligations payable by Agency to Homart
under the Repayment Agreement.
Outstanding
"Outstanding," when used as of any particular time with reference to Notes,
means (subject to the provisions of Section 7.04) all Notes except-
(1) Notes theretofore cancelled by the Fiscal Agent or either Paying Agent
or surrendered to the Fiscal Agent for cancellation;
(2) Notes paid or deemed to have been paid within the meaning of Section
10.01; and
(3) Notes in lieu of or in substitution for which other Notes shall have
been authorized, executed, issued and delivered by the Agency pursuant
to the Resolution or any Supplemental Resolution.
Project
"Project" means the Gateway Redevelopment Project as described in the
Redevelopment Plan.
Project Area
"Project Area" means the project area described in the Redevelopment Plan.
Redevelopment Plan
"Redevelopment Plan" means the Redevelopment Plan for the Gateway
Redevelopment Project, approved by Ordinance No. 867-81, enacted by the City
Council of the City of South San Francisco on June 17, 1981, together with any
amendments thereof duly authorized pursuant to the Law.
Repayment Agreement
"Repayment Agreement" means the Repayment Agreement among the City of South
San Francisco, the Agency and Homart Respecting Letter of Credit and Financing of
Improvements, dated April 21, 1982.
Report
"Report" means a Report in writing signed by an Independent Financial
Consultant or an Independent Real Estate Consultant and including-
(1) a statement that the person or firm making or giving such Report has
read the pertinent provisions of this Resolution to which such Report
relates;
(2) a brief statement as to the nature and scope of the examination or
investigation upon which the Report is based;
(3) a statement that, in the opinion of such person or firm, sufficient
examination or investigation was made as is necessary to enable said
consultant to express an informed opinion with respect to the subject
matter referred to in the Report.
Resolution
"Resolution" means this Resolution, adopted by the Agency under the Law, as
originally adopted or as it may be amended or supplemented by any Supplemental
Resolution adopted pursuant to the provisions hereof.
San Mateo County Assessor
"San Mateo County Assessor" means the person who holds the office designated
San Mateo County Assessor from time to time, or one of his duly appointed deputies,
or any person or persons performing substantially the same duties in the event said
office is ever abolished or changed.
San Mateo County Auditor-Controller
"San Mateo County Auditor-Controller" means the person who holds the office
designated San Mateo County Auditor-Controller from time to time, or one of his
duly appointed deputies, or any person or persons performing substantially the same
duties in the event said office is ever abolished or changed.
S.P. Payment
"S.P. Payment" means the amounts expected to be received by the City from
the Southern Pacific Company in payment of its share of the cost of the Project in
the estimated amount of $1,000,000, the rights to which have been duly assigned to
the Agency by the City.
Supplemental Resolution
"Supplemental Resolution" 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 Resolution; but only if and to the extent
that such Supplemental Resolution is specifically authorized hereunder.
Tax Revenues
"Tax Revenues" means all taxes annually allocated to the Agency, and paid
into the Special Fund of the Agency pursuant to Article 6 of Chapter 6 (commencing
with Section 33670) of the Law and Section 16 of Article XVI of the Constitution of
the State of California, and as provided in the Redevelopment Plan, including all
payments and reimbursements, if any, to the Agency specifically attributable to ad
valorem taxes lost by reason of tax exemptions and tax rate limitations.
Treasurer
"Treasurer" means the Director of Finance of the City of South San Francisco
and Agency Treasurer.
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 1.03. Equal Security. In consideration of the acceptance of the
Notes by those who shall hold the same from time to time, this Resolution shall be
deemed to be and shall constitute a contract between the Agency and the holders
from time to time of the Notes and interest coupons appertaining thereto, 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
holders of the Notes and interest coupons without preference, priority or
distinction as to security or otherwise of any of the Notes or interest coupons
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.
7
Section 1.04. Interpretation. Reference to Articles, Sections, and
other subdivisions are to the designated Articles, Sections, and other subdivisions
of this Indenture. The headings of this Indenture are for convenience only and do
not define or limit the provisions hereof. Words of the masculine gender shall be
deemed and construed to include correlative words of the feminine and neuter
genders. Words importing the singular number shall include the plural number and
vice versa unless the context shall otherwise indicate.
ARTICLE II
THE NOTES
Section 2.01. The Authorized Amount Interest and Maturity of Notes
and Terms. The Agency has reveiwed all proceedings heretofore taken relative to
the authorization of the Notes and has found, as a result of such review, and hereby
finds and determines that all acts, conditions and things required by law to exist,
happen or be performed precedent to and in connection with the issuance of the
Notes do exist, have happened and have been performed in due time, form and manner
as required by law, and the Agency is now duly authorized, pursuant to each and
every requirement of law, to issue the Notes in the manner and form provided in the
Resolution. Accordingly, the Agency hereby authorizes the issuance of the Notes
for the purpose of providing funds to aid in financing the Project.
The Notes authorized to be issued by the Agency under and subject to the
terms of the Resolution and the Law shall be designated the "Redevelopment Agency
of the City of South San Francisco Gateway Redevelopment Project 1982 Tax
Allocation Notes", and shall be in the aggregate principal amount of six million
five hundred thousand dollars ($6,500,000). The Notes shall be dated June 1, 1982,
shall be issued either as coupon Notes, registrable as to principal only, in the
denomination of five thousand dollars ($5,000) each, numbered consecutively upward
in order of maturity from 1 to 1300, both inclusive, or as fully registered Notes in
the denomination of $5,000 or any integral multiple of $5,000 (not exceeding the
principal amount of Notes maturing at any one time), numbered consecutively upward
in order of issuance from R , and shall mature and become payable on June 1, 1985.
The Notes shall bear interest at such rate, not to exceed twelve percent
(12%) per annum, as may be fixed by the Agency at the time of sale of the Notes,
which such interest shall be payable on December 1, 1982, and semiannually
thereafter on June 1 and December 1 in each year.
The coupon Notes shall bear interest from June 1, 1982, and the interest
coupons attached to the coupon Notes shall be numbered in consecutive numerical
order, and each such coupon shall represent six (6) months~ interest on the Note to
which it is attached. Payment of interest on the coupon Notes due on or before the
maturity or prior redemption of such Notes shall be made only upon presentation and
surrender of the coupons representing such interest as the same respectively fall
due.
The fully registered Notes shall bear interest from the interest payment
date next preceding the date of registration thereof, unless such date of
registration is an interest payment date, in which event they shall bear interest
from such date, or unless such date of registration is prior to the first interest
payment date, in which event they shall bear interest from June 1, 1982; provided,
however, that if, at the time of registration of any fully registered Note interest
is then in default on the Outstanding Notes, such fully registered Note shall bear
interest from the interest payment date to which interest has previously been paid
or made available for payment on the Outstanding Notes. Payment of interest on the
fully registered Notes due on or before the maturity or prior redempton of such
Notes shall be made to the person whose name appears on the Note registration books
of the Fiscal Agent as the registered owner thereof, such interest to be paid by
check mailed to such registered owner at his address as it appears on such books or
at such other address as he may have filed with the Fiscal Agent for that purpose.
Both the interest on and principal of and redemption premiums, if any, on
the Notes shall be payable in lawful money of the United States of America at the
office of the Fiscal Agent, or at the option of the Holder in the case of coupon
Notes, at the offices of any Paying Agent.
The Agency shall issue the Bonds, refunding notes or other obligations at
such time and in such amount as are necessary to pay and refund the Notes on or
before June 1, 1985.
Section 2.02. Prior Redemption. The Notes are subject to redemption in
whole prior to their maturity date, upon published notice as hereinafter provided,
at the option of the Agency, on any Interest Payment date on or after June 1, 1984
and prior to their maturity, from any available source of funds, at the principal
amount thereof with accrued interest thereon to the date of redemption.
The Fiscal Agent shall cause notice of any redemption to be published once
not less than thirty nor more than sixty days prior to the date fixed for redemption
in a financial newspaper. Such notice shall state the redemption date and the
redemption price and that all of the Notes have been called for redemption, and
shall require that such Notes be then surrendered with all interest coupons
maturing on or subsequent to the redemption date, at the option of the respective
holders thereof, at the office of the Fiscal Agent for redemption at the said
redemption price, giving notice also that further interest on such Bonds will not
accrue after the redemption date.
A similar notice shall be mailed by the Fiscal Agent to the respective
registered owners of any Notes, at least thirty but not more than sixty days prior
to the redemption date, at their addresses appearing on the Note registration books
in the office of the Fiscal Agent; but such mailing shall not be a condition
precedent to such redemption and failure to mail or to receive any such notice
shall not affect the validity of the proceedings for the redemption of such Notes.
After the date fixed for redemption, if notice of such redemption shall have
been duly published and funds available for the payment of the principal of and
interest on the Notes so called for redemption shall have been duly provided, such
Notes so called shall cease to be entitled to any benefit under this Resolution
other than the right to receive payment of the redemption price, and no interest
shall accrue thereon on or after the redemption date specified in such notice.
Section 2.03. Execution. The Notes shall be executed on behalf of the
Agency by the facsimile signature of its Chairman, and the corporate seal of the
Agency may be impressed or reproduced thereon and attested by the facsimile
signature of its Secretary. The coupons appertaining to the Notes shall be
executed by the facsimile signature of the Chairman. Such facsimile signatures
shall have the same force and effect as if said officers had manually signed the
Notes and coupons. Any reproduction of the corporate seal of the Agency on the
Notes shall have the same force and effect as if the corporate seal of the Agency
had been impressed on the Notes.
10
In case any officer whose signature or facsimile of whose signature shall
appear on any Notes or coupons appertaining thereto shall cease to be such officer
before the delivery of such Notes, such signature or such facsimile shall
nevertheless be valid and sufficient for all purposes as if he had remained in
office until delivery.
Section 2.04. Authentication. Only such Notes as shall have endorsed
thereon a certificate of authentication substantially in the form set forth above
duly executed by the Fiscal Agent shall be entitled to any right or benefit under
this Resolution. No Note or coupon appertaining thereto, shall be valid or
obligatory for any purpose unless and until such certificate of authentication
shall have been duly executed by the Fiscal Agent; and such executed certificate
upon any such Note shall be conclusive evidence that such Note has been
authenticated and delivered under this Resolution. The Fiscal Agent's certificate
of authentication on any Note shall be deemed to have been executed by it if signed
by an authorized representative of the Fiscal Agent, but it shall not be necessary
that the same person sign the certificate of authentication on all the Notes.
Before authenticating or delivering any Notes, the Fiscal Agent shall detach and
cancel all matured coupons, if any, appertaining thereto, and such cancelled
coupons shall be destroyed by the Fiscal Agent.
Section 2.05. Mutilated, Lost, Stolen or Destroyed Notes. In the event
any Note is mutilated, lost, stolen or destroyed, the Agency may execute and the
Fiscal Agent may authenticate and deliver a new Note in lieu of such mutilated,
lost, stolen or destroyed Note, of like date, number, series, maturity and
denomination as that mutilated, lost, stolen or destroyed, which new Note shall
have attached thereto coupons corresponding in all respects to those on the Note
mutilated, lost, stolen or destroyed. Any mutilated Note together with all coupons
appertaining thereto shall first be surrendered to the Agency; and in the case of
any lost, stolen or destroyed Note, there shall first be furnished to the Fiscal
Agent evidence of such loss, theft or destruction satisfactory to it together with
indemnity satisfactory to it. In the event any such Note or coupon shall have
matured, instead of issuing a duplicate Note or coupon the Fiscal Agent may pay the
same without surrender thereof. The Fiscal Agent may charge the holder or owner of
such Note with its reasonable fees and expenses.
Section 2.06. Registration of Notes; Persons Treated as Owners. Title
to any Note, unless registered as to principal, and to any interest coupon, shall
pass by delivery in the same manner as a negotiable instrument payable to bearer.
The Fiscal Agent as Note Registrar shall cause a Note Register to be kept for the
registration and transfer of Notes. At the option of the bearer, any Note may be
registered as to principal upon presentation thereof to the Note Registrar which
shall make notation of such registration thereon and on the Note Register. Any
such Note registered as to principal only may thereafter be transferred upon an
assignment duly executed by the registered owner or his duly authorized
representative in such form as shall be satisfactory to the Note Registrar, such
transfer to be made on the note register and endorsed on the Note by the Note
Registrar. Such transfer may be to bearer and thereby transferability by delivery
shall be restored, subject, however, to successive registrations and transfers as
before. The principal of any Note registered as to principal only, unless
registered to bearer, shall be payable to or upon the order of the registered owner
11
or his duly authorized representative, but the coupons appertaining to any Note
registered as to principal only shall remain payable to bearer notwithstanding such
registration.
Any Note, upon registration as to principal, or while registered as to
principal, may at the request of the owner be registered upon such note register as
to both principal and interest upon the surrender to the Note Registrar of such
Note and all unmatured coupons appurtenant thereto. The Note Registrar shall
thereupon make the appropriate notation on such Note and on the note register,
shall detach and hold in safekeeping all such coupons, and return such Note to the
registered owner. Interest evidenced by such surrendered coupons shall be paid at
the times provided therein by check or draft forwarded by mail to the registered
owner at the address shown on the note register. Any note registered as to both
principal and interest may, at the request of the holder, be reconverted into a
coupon Note upon presentation of the same to the Note Registrar, who shall
thereupon reattach all unmatured coupons appurtenant to such Note, make the
appropriate endorsement on the note register and on such Note, and return such Note
to the holder.
In all cases in which registered Notes shall be transferred hereunder, the
Fiscal Agent may make a charge sufficient to reimburse it for any tax, fee or other
governmental charge required to be paid with respect to such transfer, and in
addition a sum sufficient to reimburse it for any expenses incurred in connection
with such transfer. The Fiscal Agent shall not be required to make any such
transfer of Notes during the fifteen (15) days next preceding an interest payment
date on the Notes. The Fiscal Agent shall not be required to transfer any Note
after the publication of notice calling such Note for redemption has been made, or
during the period of fiteen days next preceding publication of a notice of
redemption of any Notes.
The person in whose name any Note shall be registered as to principal shall
be deemed and regarded as the absolute owner thereof for all purposes and payment
of or on account of the principal of any such Note shall be made only to or upon the
order of the registered owner thereof, or his legal representative, and neither the
Agency nor the Fiscal Agent shall be affected by any notice to the contrary. All
such payments shall be valid and effectual to satisfy and discharge the liability
upon such Note to the extent of the sum or sums to be paid. The Agency and the
Fiscal Agent may deem and treat the bearer of any Note which shall not at the time
be registered as to principal, and the bearer of any coupon, as the absolute owner
thereof whether such Note or coupon shall be overdue or not, for the purpose of
receiving payment thereof and for all other purposes whatsoever, and neither the
Agency nor the Fiscal Agent shall be affected by any notice to the contrary.
Section 2.07. Temporary Notes. Until definitive Notes are ready for
delivery, there may be executed, and upon the request of the Agency the Fiscal
Agent shall authenticate and deliver, in lieu of definitive Notes, temporary
printed, engraved or lithographed Notes, in the denomination of $5,000 or any
multiple thereof, with or without coupons and with or without privilege of
registration in substantially the tenor hereinabove set forth and with such
appropriate omissions, insertions and variations as may be required.
12
If temporary Notes shall be issued, the Agency shall cause the definitive
Notes to be prepared and to be executed and delivered to the Fiscal Agent, and the
Fiscal Agent, upon presentation to it at its principal corporate trust office
office of any temporary Note, shall cancel the same and authenticate and deliver in
exchange therefor, without charge to the owner thereof, a definitive Note or Notes
of an equal aggregate principal amount, of the same maturity and bearing interest
at the same rate as the temporary Note surrendered. Upon any such exchange all
coupons appertaining to definitive coupon Notes and representing interest
theretofore paid shall be detached and cancelled by the Fiscal Agent. Until so
exchanged the temporary Notes shall in all respects be entitled to the same benefit
and security of this Indenture as the definitive Notes to be issued and
authenticated hereunder, except that temporary coupon Notes shall not be entitled
to the privilege of registration as to principal or as to both principal and
interest unless so provided by the Agency. Interest on temporary Notes, when due
and payable, if the definitive Notes shall not be ready for exchange, shall be paid
on presentation of such temporary Notes for notation of such payment thereon by the
Fiscal Agent, or such interest shall be paid upon the surrender of the appropriate
coupons if coupons representing such interest shall be attached to such temporary
Notes.
Section 2.08. Forms of Notes. The coupon Notes and the interest
coupons to be attached thereto and the form of registation endorsement to appear
thereon, and the fully registered Notes and the forms of authentication and
registration endorsement, corresponding coupon Note endorsement and assignment to
appear thereon, shall be substantially in the forms hereto attached as Exhibits "A"
and "B", respectively.
13
ARTICLE III
ISSUE OF NOTES; REDEVELOPMENT FUND
Section 3.01. Issuance of Notes. At any time after the adoption of this
Resolution the Agency may sell and deliver Notes in the aggregate principal amount
of Six Million Five Hundred Thousand Dollars ($6,500,000).
Section 3.02. Application of Proceeds of Sale of Notes. Upon the
receipt by the Treasurer of payment for the Notes when sold by the Agency, the
proceeds thereof shall be set aside, and deposited as follows:
(1) The Treasurer shall pay to the Fiscal Agent for deposit in the Note
Fund established pursuant to Section 4.04 any accrued interest and any
premium received on the sale of the Notes together with an amount equal
to the total amount of interest to accrue on the Notes from the date of
their delivery to and including their maturity date.
(2) The Treasurer shall set aside the remainder of such proceeds in the
Redevelopment Fund established pursuant to Section 3.03.
Section 3.03. Redevelopment Fund. There is hereby created a fund to be
known as the "Gateway 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. The Treasurer shall
also deposit in the Redevelopment Fund any funds received from the State Public
Utilities Commission and the Developer's Proportionate Share of the Local Share of
the Cost of the Grand Avenue Separation, all as defined in the Repayment Agreement,
as well as any other funds from whatever source derived which are received for the
purpose of financing the Grand Avenue Separation. The moneys in such fund shall be
used in the manner provided by law solely for the purpose of aiding in financing the
Project.
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 shall be transferred from the Redevelopment
Fund to the Fiscal Agent for deposit in the Special Fund.
Section 3.04. Validity of Notes. The validity of the authorization and
issuance of the Notes 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.
14
ARTICLE IV
THE TAX REVENUES; SPECIAL FUND AND ACCOUNTS
Section 4.01. Pledge of Tax Revenues. The Notes 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 the proceeds of sale of the Bonds and the S.P
Payments. Subject to Section 4.03, the Tax Revenues are hereby allocated in their
entirety to the payment of the principal of and interest on the Notes and, until the
payment in full thereof, the Tax Revenues shall be applied solely to the payment of
such principal and interest except that out of the Tax Revenues may be apportioned
such amounts for such other purposes as are expressly permitted by Sections 4.03 to
4.07, inclusive. The pledge and allocation of Tax Revenues is for the exclusive
benefit of the Notes and shall be irrevocable until all of the Notes and all of
their appurtenant coupons have been paid and retired or provision made therefor.
The Agency will not issue any obligation or security superior to or on a parity with
the Notes 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 Notes until all of the Notes have been paid and
retired or provision made therefor.
Section 4.02. Special Fund. There is hereby created the "Redevelopment
Agency of the City of South San Francisco Special Fund, herein called "Special
Fund", which shall be maintained by the Fiscal Agent 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 Notes 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 through 4.08 hereof.
Section 4.03. Low and Moderate Income Housing Fund. There is hereby
created a special fund to be known as the "Low and Moderate Income Housing 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, for the purposes of
increasing and improving the supply of housing within the City of South San
Francisco for persons and families of low or moderate income, as such purposes are
set forth and in the manner prescribed in Sections 33334.2 and 33334.3 of the
Health and Safety Code of the State of California.
Twenty percent (20%) of the Tax Revenues shall be paid by the Fiscal Agent
to the Treasurer for deposit in the Low and Moderate Income Housing Fund forthwith
upon receipt thereof.
Section 4.04. Note Fund. There is hereby created a special fund
designated "Redevelopment Agency of the City of South San Francisco 1982 Tax
Allocation Notes Note Fund", herein called "Note Fund", which shall be maintained
and operated by the Fiscal Agent as a separate account distinct from all other
funds of the Agency, to cover the payment of principal of and interest on the Notes.
15
(a) Forthwith, upon the receipt of the proceeds of the Notes, the
Treasurer shall pay to the Fiscal Agent for deposit in the Note Fund any
funds received on account of interest accrued on said Notes from their date
to the date of their delivery, and any premium on their sale.
(b) The Treasurer shall also, upon receipt of the proceeds of the
Notes, pay to the Fiscal Agent for deposit in the Note Fund such amounts as
may be necessary to pay interest on the Notes from the date of their
delivery to and including June 1, 1985.
(c) On each Interest Payment Date, commencing December 1, 1982, the
Fiscal Agent shall apply moneys in the Note Fund to the payment of interest
on the Notes.
(d) On June 1, 1985, the Fiscal Agent shall transfer from the Special
Fund to the Note Fund the balance of funds remaining in the Special Fund
after making the transfers required by Section 4.03, up to the total amount
necessary to pay principal of and interest on the Notes in full.
(e) The Treasurer shall pay and transfer the S.P. Payment to the
Fiscal Agent for deposit in the Note Fund forthwith upon its receipt.
On or before June 1, 1985 the Treasurer shall also pay to the Fiscal Agent
for deposit in the Note Fund that portion of the Net Bond Proceeds necessary to
bring the total amount in the Note Fund up to the full amount of principal of the
Notes maturing and payable on that date plus any amount of interest due and payable
thereon. The Fiscal Agent shall apply the moneys so deposited to the payment of
principal of and interest on the Notes as the same become due and payable.
To the extent that moneys in the Note Fund are at any time insufficient to
make the Note payments due and payable on any Interest Payment Date, the Fiscal
Agent shall give written notice to the Bank and to Homart that such deficiency
exists and shall prepare and transmit to the Bank the sight draft and certificate
in form provided for in and make a Drawing under the Letter of Credit in such amount
as may be necessary to pay all principal of and interest on the Notes which are due
and payable on such date.
Any amount required to be set aside, transferred to and placed in the Note
Fund may be prepaid in whole or in part by being earlier set aside, transferred to
and placed in the Note Fund, and in that event, the transfer which has been so
prepaid need not be made at the time appointed therefor. In any event, at least
five days prior to the due date of any principal of or interest on the Notes all
sums required for the payment of principal of or interest on the Notes must be in
such Note Fund in cash.
All moneys in the Note Fund shall be used and withdrawn solely for the
purpose of paying principal of and interest on the Notes as the same shall become
due and payable. After payment of the Notes and the interest thereon in full, any
balance in the Note Fund shall be transferred by the Fiscal Agent to the Treasurer
for deposit in the Redevelopment Fund.
16
Section 4.05. Deficiency Loan Repayment Fund. There is hereby created a
special fund designated "Redevelopment Agency of the City of South San Francisco
1982 Tax Allocation Notes Deficiency Loan Repayment Fund", herein called "Repayment
Fund", which shall be maintained by the Treasurer as a separate account distinct
from all other funds of the Agency.
a) On each January I and July I during any period within which any
Obligations to Homart are outstanding and unpaid, the Fiscal Agent shall,
after making the transfers required by Sections 4.03 and 4.04, pay to the
Treasurer for deposit in the Repayment Fund any amounts remaining in the
Special Fund up to the aggregate amount of any outstanding and unpaid
Obligations to Homart.
b) All moneys in the Repayment Fund shall be used and withdrawn
solely for the purpose of paying the Obligations to Homart pursuant to the
Repayment Agreement.
Section 4.06. Redemption Account. There is hereby created within the
Note Escrow Fund a special account designated "Redevelopment Agency of the City of
South San Francisco 1982 Tax Allocation Notes Redemption Account", herein called
"Redemption Account", which shall be maintained by the Fiscal Agent as a separate
account distinct from all other funds of the Agency, to pay for the prior
redemption of the Notes.
a) Any Net Bond Proceeds received by the Agency on or after June 1,
1984 and prior to December 1, 1984 shall be paid to the Fiscal Agent for
deposit in the Redemption Account and application to the prior redemption of
Notes pursuant to Section 2.02.
b) Prior to the publication of notice of redemption, there must be on
deposit in the Redemption Account moneys sufficient to redeem the Notes
designated in such notice.
c) The moneys set aside in said Redemption Account shall be used
solely for the purpose thereof and shall be applied on or after the
redemption date to the prior redemption of the Notes to be redeemed upon
presentation and surrender of such Notes and (except as to fully registered
Notes) all interest coupons due on and after the redemption date, and shall
be used solely for that purpose.
d) Each unregistered Note presented shall have attached thereto or
presented therewith all interest coupons maturing after the redemption
date.
e) If after all of the Notes have been redeemed and cancelled or paid
and cancelled, there are moneys remaining in said Redemption Account, said
moneys shall be transferred to the Treasurer for deposit in the Special
Fund.
The Fiscal Agent may, at any time after 45 days next preceding any
prior redemption date and prior to the giving of notice of redemption, purchase on
17
the open market any or all of the Notes otherwise subject to being redeemed on such
date and apply moneys in the redemption account to the purpose of purchasing such
Notes at public or private sale, as and when and at such prices as the Fiscal Agent
may in its discretion determine, not exceeding the par value of such Notes. All
Notes purchased pursuant to this paragraph and the appurtenant coupons, if any,
shall be cancelled and delivered by the Fiscal Agent to or upon the order of the
Agency.
Section 4.07. Special Fund - Surplus. All moneys remaining in the
Special Fund over and above the amounts transferred or disbursed under Sections
4.03 to 4.06, inclusive, shall be maintained in the Special Fund until the
principal of and interest on the Notes and Bonds is paid in full whereupon they may
be used for any lawful purpose.
Section 4.08. Feeding Higher Priority. In the event that the balance in
any fund or account is below its requirements, moneys from a fund or account of
lower priority shall be transferred up to fill such deficiency in said fund or
account, and said higher fund or account shall have a first claim on the moneys of
said lower or account fund for said purpose.
Section 4.09. Deposit and Investment of Moneys in Funds. All moneys
held by the Fiscal Agent in any of the funds or accounts established pursuant to
this Resolution and not invested pursuant to the second paragraph of this Section
shall 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 Fiscal Agent), and shall
be secured at all times by obligations which are eligible by law to secure deposits
of public moneys of a market value at least equal to the amount required by law,
except such moneys which are at the time invested as hereinafter provided. Such
~obligationsFi shall be deposited with such bank or banks as may be selected by the
scal Agent after consultation with the Treasurer of the Agency and held by or for
the account of the Fiscal Agent as security for such deposits.
Moneys in the Special Fund, Note Fund and Redemption Account may, and
upon the written request of the Treasurer of the Agency shall, be invested by the
Fiscal Agent in Federal Securities or certificates of deposit of banks (including
any Paying Agent) and repurchase agreements with any member bank within the Federal
Reserve System (including the Fiscal Agent and any Paying Agent), maturing as
hereinafter provided. Moneys in the Redevelopment Fund, the Low and Moderate
Income Housing Fund and Repayment Fund shall be invested by the Treasurer in such
obligations which by their terms mature prior to the date on which such moneys are
required to be paid out hereunder. Obligations purchased as an investment of
moneys in the Low and Moderate Income Housing Fund or the Repayment Fund shall at
all times be deemed to be part of each such respective fund so invested, and all
interest, gain or loss on the investment of moneys in the respective fund shall be
credited or charged thereto. All interest or gain received during the acquisition,
construction and development of the Project from such investments of moneys in the
Special Fund and the Redevelopment Fund shall be deposited in the Redevelopment
Fund; following completion of the Project, such earnings or gains shall be
deposited in the respective fund or account from which such investment was made.
18
The Fiscal Agent may act as principal or agent of the Agency in the making or
~isposing of any investment subject to Section 6.02, the Fiscal Agent shall not be
~/~esponsible for any loss in the disposing of any investment. Moneys in various
funds may be commingled for purposes of making investments thereof.
Section 4.10. Letter of Credit as Security. Agency acknowledges that
the Bank has provided the Letter of Credit to the Fiscal Agent as further security
for the Notes, that the Agency has no right, title or interest therein.
19
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 Notes, in
strict conformity with the terms of the Notes and of this Resolution, and it will
faithfully observe and perform all of the conditions, covenants and requirements of
this Resolution and all Supplemental Resolutions and of the Notes. Nothing herein
contained shall prevent the Agency from making advances of its own moneys howsoever
derived to any of the uses or purposes referred to herein. To this end, the Agency
covenants to use its best efforts in a diligent and timely manner to authorize,
issue, sell and deliver the Bonds on or before June 1, 1985 and to deposit the
proper portion of the proceeds of sale thereof in the Note Fund pursuant to Section
4.04(f).
Section 5.02. Accumulation of Coupons. In order to prevent any
accumulation of coupons or claims for interest after maturity, the Agency will not,
directly or indirectly, extend or consent to the extention of the time for the
payment of any coupon appertaining to or claim for interest on any of the Notes and
will not, directly or indirectly, be a party to approve any such arrangement by
purchasing or funding said coupons or claims for interest or in any other manner.
In case any such coupon or claim for interest shall be extended or funded, whether
or not with the consent of the Agency, such coupon or claim for interest so extended
or funded shall not be entitled, in case of default hereunder, to the benefits of
this Resolution, except subject to the prior payment in full of the principal of
all of the Notes then outstanding and of all coupons and claims for interest which
shall not have so extended or funded.
Section 5.03. Against Encumbrances. The Agency will not encumber,
pledge or place any charge or lien upon any of the Tax Revenues superior to or on a
parity with the pledge and lien herein created for the benefit of the Notes, except
as permitted by this Resolution.
Section 5.04. Management and Operations of Properties. The Agency will
manage and operate all properties owned by the Agency and comprising any part of
the Project in a sound and businesslike manner, and will keep such properties
insured at all times in conformity with sound business practice.
Section 5.05. Payment of Claims. The Agency will pay and discharge, or
cause to be paid and discharged, any and all lawful claims for labor, materials or
supplies which, if unpaid, might become a lien or charge upon the properties owned
by the Agency or upon the Tax Revenues or any part thereof, or upon any funds in the
hands of the Fiscal Agent or any Paying Agent, or which might impair the security of
the Notes. 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 acounts, separate from all
other records and accounts of the Agency and the City of South San Francisco, in
2O
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 holders of not less
than ten percent (10%) of the principal amount of the Notes then outstanding, or
their representatives authorized in writing.
The Agency will cause to be prepared and filed with the Fiscal Agent
annually, within one hundred and twenty (120) days after the close of that Fiscal
Year so long as any of the Notes 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 the Bank and to any Noteholder upon request.
Section 5.07. Protection of Security and Rights of Noteholders. The
Agency will preserve and protect the security of the Notes and the rights of the
Noteholders, and will warrant and defend their rights against all claims and
demands of all persons. From and after the sale and delivery of ~ny of the Notes by
the Agency, the Notes and coupons appertaining thereto shall be incontestable by
the Agency.
Section 5.08. Payments of Taxes and Other Charges. Subject to the
provisions of Section 5.11 hereof, the Agency will pay and discharge, or cause to
be paid and discharged, all taxes, service charges, assessments and other
governmental charges which may hereafter be lawfully imposed upon the Agency 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. Completion of Project. The Agency will.commence, and will
continue to completion, with all practicable dispatch, the Project, and the Project
will be accomplished and completed in a sound and economical manner and in
conformity with the Redevelopment Plan and the Law.
Section 5.10. Taxation of Leased Property. Whenever any property in the
Project Area has been redeveloped and thereafter is leased by the Agency to any
person or persons (other than the City of South San Francisco or the County of San
Mateo) or whenever the Agency leases real property in the Project Area to any
person or persons for redevelopment, the property shall be assessed and taxed in
the same manner as privately owned property (in accordance with Section 33673 of
the Health and Safety Code of the State of California), and the lease or contract
shall provide (1) that the lessee shall pay taxes upon the assessed value of the
entire property and not merely upon the assessed value of his or its leasehold
interest, and (2) that if for any reason the taxes paid by the lessee on such
property in any year during the term of the lease or contract shall be less than the
taxes which would have been payable upon the assessed value of the entire property
21
if the property were assessed and taxed in the same manner as privately owned
property, the lessee shall pay such difference to the Treasurer 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 Treasurer shall be treated as Tax Revenues and shall be deposited by the
Treasurer in the Special Fund.
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 Resolution) so that such disposition shall, when taken together
with other such dispositions, aggregate more than ten percent (10%) of the land
area in the Project Area unless the applicable Redevelopment Plan is amended with
the approval of the Fiscal Agent as hereinafter provided in this Section 5.11. 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 Fiscal Agent 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 Notes or the rights of the
Noteholders 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 Fiscal Agent 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 Fiscal Agent shall either
disapprove said proposed amendment, or, in its discretion and as a condition
precedent to its approval of said proposed amendment, declare that the requirements
set forth in subsection (2) of this Section 5.11 must be required by the amendment
to be imposed on any new owner or owners who acquire real property pursuant to
dispositions authorized by said amendment. The Agency shall have the sole and
exclusive authority to appoint said consultant. Neither the Fiscal Agent 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 Fiscal Agent is not required to approve said proposed disposition
pursuant to subsection (1) of this Section 5.11, the Fiscal Agent may nevertheless
approve said proposed disposition, provided that, as a condition precedent to said
approval, the Agency shall be required not to dispose of any property in the
Project Area to anyone which will result in such property becoming exempt from
taxation because of public ownership or use or otherwise (except property planned
for such ownership or use by the applicable Redevelopment Plan in effect on the
date of this Resolution), without imposing the following requirements on such new
owner or owners:
(a) Said new owner or owners shall pay to the Treasurer, so long as
any of the Notes are outstanding, an amount equal to the amount that would
22
have been received by the Treasurer as taxes allocated to the Agency if the
property were assessed and taxed in the same manner as privately owned non-
exempt property; and
(b) Such payment shall be made to the Treasurer within thirty (30)
days after taxes for each year would become payable to the taxing agencies
for non-exempt property and in any event prior to the delinquency date of
such taxes established by law.
All such payments in lieu of taxes to the Treasurer shall be treated as taxes
allocated to the Agency and shall be deposited by the Fiscal Agent in the Special
Fund.
Section 5.12. Single Sum Payments in Lieu of Taxes. As an alterative to
payment to the Fiscal Agent pursuant to subsection (2)(b) of Section 5.11, the new
owner or owners of property becoming exempt from taxation provided for in Section
5.11 may elect to make payment to the 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 Notes, less a reasonable discount
value. All such single sum payments in lieu of taxes shall be treated as taxes
allocated to the Agency and shall be deposited by the Fiscal Agent in the Special
Fund.
Section 5.13. Tax Revenues. The Agency shall comply with all
requirements of the Law to insure the allocation and payment to it of the Tax
Revenues, including without limitation the timely filing of any necessary
statements of indebtedness with appropriate officials of San Mateo County, and
shall forward information copies of each such filing to the Fiscal Agent.
Section 5.14. Eminent Domain. The net proceeds received by the Agency
from any eminent domain proceeding shall be deposited by the Agency in the Special
Fund.
Section 5.15. Further Assurances. The Agency will adopt, make, execute
and deliver any and all such further resolutions, instruments and assurances as may
be reasonably necessary or proper to carry out the intention or to facilitate the
performance of this Resolution, and for the better assuring and confirming unto the
holders of the Notes of the rights and benefits provided in this Resolution.
Section 5.16. Arbitrage Covenant. The Agency covenants with the holders of
all Notes at any time outstanding that it will make no use of the proceeds of the
Notes 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 Notes are outstanding, the Agency
and the Fiscal Agent, with respect to the proceeds of the Bonds, will comply with
all requirements of said Section 103(c) and all regulations of the United States
Department of the Treasury issued thereunder, to the extent that such requirements
are, at the time, applicable and in effect.
23
ARTICLE VI
THE FISCAL AGENT
Section 6.01. Appointment of Fiscal Agent. Bank of America National
Trust and Savings Association at its principal corporate trust office in San
Francisco, California, is hereby appointed Fiscal Agent for the Agency to act as
the agent and depositary of the Agency for the purpose of receiving all moneys
required to be paid to the Fiscal Agent hereunder, to allocate, use and apply the
same, to hold, receive and disburse the funds pledged or held hereunder, and
otherwise to hold all the offices and perform all the functions and duties provided
in this Resolution to be held and performed by the Fiscal Agent. The Fiscal Agent
shall signify its acceptance of the duties and obligations imposed upon it by this
Resolution by executing and delivering to the Agency a written acceptance thereof;
and by executing and delivering such acceptance, the Fiscal Agent shall be deemed
to have accepted such duties and obligations, but only upon the terms and
conditions set forth in this Resolution.
The Agency may remove the Fiscal Agent initially appointed, and any
successor thereto, and may appoint a successor or successors thereto, but any such
successor shall be a bank or trust company doing business and having an office in
San Francisco, California, having a combined capital (exclusive 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 Fiscal Agent may at any time resign by giving written notice to the
Agency and by giving to the Noteholders 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
Fiscal Agent by an instrument in writing. Any resignation or removal of the Fiscal
Agent and appointment of a successor Fiscal Agent shall become effective upon
acceptance of appointment by the successor Fiscal Agent.
Section 6.02. Liability of Agent. The recitals of facts, covenants and
agreements herein and in the Notes contained shall be taken as statements,
covenants and agreements of the Agency, and the Fiscal Agent assumes no
responsibility for the correctness of the same, or makes any representations as to
the validity or sufficiency of this Resolution or of the Notes or coupons, nor
shall the Fiscal Agent incur any responsibility in respect thereof, other than in
connection with the duties or obligations herein or in the Notes assigned to or
imposed upon it. The Fiscal Agent shall not be liable in connection with the
performance of its duties hereunder, except for its own negligence or willful
default.
Section 6.03. Notice to Agent. The Fiscal Agent shall be protected in
acting upon any notice, resolution, request, consent, order, certificate, report,
24
warrant, Note 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 Fiscal Agent
may consult with counsel, who may be of counsel to the Agency, with regard to legal
questions, and the opinion of such counsel shall be full and complete authorization
and protection in respect of any action taken or suffered by it hereunder in good
faith and in accordance therewith.
The Fiscal Agent shall not be bound to recognize any person as the holder of
a Note unless and until such Note is submitted for inspection, if required, and his
title thereto satisfactorily established, if disputed.
Whenever in the administration of its duties under this Resolution the
Fiscal Agent shall deem it necessary or desirable that a matter be proved or
established prior to taking or suffering any action hereunder, such matter (unless
other evidence in respect thereof be herein specifically prescribed) may, in th'e
absence of bad faith on the part of the Fiscal Agent be deemed to be conclusively
proved and established by a Certificate of the Agency, and such Certificate shall
be full warrant to the Fiscal Agent for any action taken or suffered under the
provisions of this Resolution or any Supplemental Resolution upon the faith
thereof, but in its discretion the Fiscal Agent may, in lieu thereof, accept other
evidence of such matter or may require such additional evidence as to it may seem
reasonable.
Section 6.04. Compensation and Expenses. The Agency shall pay to the
Fiscal Agent and to each Paying Agent from time to time reasonable compensation for
all services rendered under this Resolution, also all reasonable expenses, charges,
counsel fees and other disbursements, including those of its attorneys, agents and
employees, incurred in and about the performance of their powers and duties under
this Resolution, and the Fiscal Agent shall have a lien therefor on any and all
funds at any time held by it under this Resolution, which lien shall be prior and
superior to the lien of the Holders of the Notes. The Agency further covenants and
agrees to indemnify and save the Fiscal Agent harmless against any claim, loss,
expense, advance, and liabilities which it may incur arising out of or in the
exercise and performance of its powers and duties hereunder, including the costs
and expenses (including reasonable attorneys fees and disbursements) of defending
against any claim of liability, and which are not due to its negligence or default.
The Agency further covenants and agrees to advance to the Fiscal Agent all amounts
requested as the costs and expenses of such defense. Any and all special
obligations of the Agency under this Section 6.04 shall be and remain valid and
binding special obligations of the Agency notwithstanding maturity and payment of
the Notes.
25
ARTICLE VII
MODIFICATION OR AMENDMENT OF THE RESOLUTION
Section 7.01. Amendments Permitted. This Resolution and the rights and
obligations of the Agency and of the holders of the Notes and the coupons may be
modified or amended at any time by a Supplemental Resolution and pursuant to the
affirmative vote at a meeting of Noteholders, or with the written consent without a
meeting, of the holders of sixty percent (60%) in aggregate principal amount of the
Notes then outstanding, exclusive of Notes disqualified as provided in Section
7.04. No such modification or amendment shall (1) extend the maturity of any Note
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 holder of such Note,
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 Notes, or reduce the percentage of Notes required for the
affirmative vote or written consent to an amendment or modification, or (3) modify
any of the rights or obligations of the Fiscal Agent without its written assent
thereto.
This Resolution and the rights and obligations of the Agency and of the
holders of the Notes and the coupons may also be modified or amended at any time by
a Supplemental Resolution, without the consent of any Noteholders, but only to the
extent permitted by law and only for any one or more of the following purposes-
a) to add to the covenants and agreements of the Agency in this
Resolution contained, other covenants and agreements thereafter to be
observed, or to surrender any right or power herein reserved to or conferred
upon the Agency; and
(b) to make such provisions for the purpose of curing any ambiguity,
or of curing, correcting or supplementing any defective provision contained
in this Resolution, or in regard to questions arising under this Resolution,
as the Agency may deem necessary or desirable and not inconsistent with this
Resolution, and which shall not adversely affect the interests of the
holders of the Notes.
Section 7.02. Noteholders~ Meetings. The Agency may at any time call a
meeting of the Noteholders. In such event the Fiscal Agent is authorized to fix the
time and place of said meeting and to provide for the giving of notice thereof and
to fix and adopt rules and regulations for the conduct of said meeting.
Section 7.03. Procedure for Amendment with Written Consent of
Noteholders. The Agency may at any time adopt a Supplemental Resolution amending
the provisions of the Notes or of this Resolution or any Supplemental Resolution,
to the extent that such amendment is permitted by Section 7.01, to take effect when
and as provided in this Section. A copy of such Supplemental Resolution, together
with a request to Noteholders for their consent thereto, shall be mailed by the
Agency to each registered owner of Notes outstanding and to each holder of any such
26
Notes payable to bearer who shall have filed with the Fiscal Agent an address for
notices, but failure to mail copies of such Supplemental Resolution and request
shall not affect the validity of the Supplemental Resolution when assented to as in
this Section provided. Notice of the fact of the adoption of such Supplemental
Resolution (stating that a copy thereof is available for inspection at the office
of the Agency) shall be published at least once a week for two successive weeks in a
financial newspaper, the first publication to be made not more than fifteen (15)
days after the date of adoption of such Supplemental Resolution.
Such Supplemental Resolution shall not become effective unless there shall
be filed with the Fiscal Agent the written consents of the holders of sixty percent
(60%) in aggregate principal amount of the Notes then outstanding (exclusive of
Notes disqualified as provided in Section 7.04) and a notice shall have been
published as hereinafter in this Section provided. Each such consent shall be
effective only if accompanied by proof of ownership of the Notes for which such
consent is given, which proof shall be such as is permitted by Section 9.04. Any
such consent shall be binding upon the holder of the Notes giving such consent and
on any subsequent holder (whether or not such subsequent holder has notice thereof)
unless such consent is revoked in writing by the holder giving such consent or a
subsequent holder by filing such revocation with the Fiscal Agent prior to the date
when the notice hereinafter in this Section provided for has been published.
After the holders of the required percentage of Notes shall have filed their
consents to the Supplemental Resolution, the Agency shall mail and publish a notice
to the Noteholders in the manner hereinbefore provided in this Section for the
mailing of the Supplemental Resolution and publication of the notice of adoption
thereof, stating in substance that the Supplemental Resolution has been consented
to by the holders of the required percentage of Notes and will be effective as
provided in this Section (but failure to mail copies of said notice shall not
affect the validity of the Supplemental Resolution or consents thereto). Proof of
the publication of such notice shall be filed with the Fiscal Agent. A record,
consisting of the papers required by this Section to be filed with the Fiscal
Agent, shall be proof of the matters therein stated until the contrary is proved.
The Supplemental Resolution shall become effective upon the filing with the Fiscal
Agent of the proof of the publication of such last-mentioned notice, and the
Supplemental Resolution shall be deemed conclusively binding (except as otherwise
hereinabove specifically provided in this Article) upon the Agency and the holders
of all Notes and coupons 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 Notes. Notes owned or held for the account
of the Agency or the City of South San Francisco, excepting any pension or
retirement fund, shall not be deemed outstanding for the purpose of any vote,
consent or other action or any calculation of outstanding Notes provided for in
this Article VII, and shall not be entitled to vote upon, consent to, or take any
other action provided for in this Article VII.
Section 7.05. Effect of Supplemental Resolution. From and after the
time any Supplemental Resolution becomes effective pursuant to this Article VII,
27
this Resolution shall be deemed to be modified and amended in accordance therewith,
the respective rights, duties and obligations under this Resolution of the Agency
and all holders of Notes outstanding (or of interest coupons appertaining thereto,
whether attached thereto or detached therefrom) shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such modifications and
amendments, and alt the terms and conditions of any such Supplemental Resolution
shall be deemed to be part of the terms and conditions of this Resolution for any
and all purposes.
The Agency may adopt appropriate regulations to require each Noteholder,
before his consent provided for in this Article VII shall be deemed effective, to
reveal if the Notes as to which such consent is given are disqualified as provided
in Section 7.04
Section 7.06. Endorsement or Replacement of Notes Issued After
Amendments. The Agency may determine that Notes 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 holder of any Note outstanding at such
effective date and presentation of his Note for that purpose at the office of the
Fiscal Agent or at such other office as the Agency may select and designate for that
purpose, a suitable notation shall be made on such Note. The Agency may determine
that new Notes, so modified as in the opinion of the Agency is necessary to conform
to such Noteholders~ action, shall be prepared, executed and delivered. In that
case, upon demand of the holder of any Notes then outstanding, such new Notes shall
be exchanged at the office of the Fiscal Agent in Los Angeles, California, without
cost to any Noteholder, for Notes then outstanding, upon surrender of such Notes
with all unmatured coupons appertaining thereto.
Section 7.07. Amendatory Endorsement of Notes. The provisions of this
Article VII shall not prevent any Noteholder from accepting any amendment as to the
particular Notes held by him, provided that due notation thereof is made on such
Notes.
28
ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES OF NOTEHOLDERS
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) on any Note when and as the same
shall become due and payable, whether at maturity as therein expressed, by
declaration or otherwise, and such default shall have continued for a period
of thirty (30) days;
(2) if default shall be made in the due and punctual payment of any
installment of interest on any Note when as as such interest installment
shall become due and payable, and such default shall have continued over a
period of thirty (30) days;
(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 Resolution or in
the Notes contained, and such default shall have continued for a period of
thirty (30) days; or
(4) if the Agency shall file a petition or answer seeking
reorganization or arrangement under the federal bankruptcy laws or any other
applicable law of the United States of America, or if a court of competent
jurisdiction shall approve a petition, filed with or without the consent of
the Agency, seeking reorganization under the federal bankruptcy laws or any
other applicable law of the United States of America, or if, under the
provisions of any other law for the relief or aid of debtors, any court of
competent jurisdiction shall assume custody or control of the Agency or of
the whole or any substantial part of its property;
then, and in each and every such case during the continuance of such event of
default, the Fiscal Agent, upon notice in writing to the Agency, or the holders of
not less than sixty percent (60%) in aggregate principal amount of the Notes at the
time outstanding, upon notice in writing to the Fiscal Agent and to the Agency,
shall be entitled to declare the principal of all of the Notes 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 Resolution or in the Notes contained to the contrary
notwithstanding.
This provision, however, is subject to the condition that if, at any time
after the principal of the Notes shall have been so declared due and payable, and
before any judgment or decree for the payment of the moneys due shall have been
obtained or entered, the Agency shall deposit with the Fiscal Agent a sum
sufficient to pay all principal on the Notes matured prior to such declaration and
all matured installments of interest (if any) upon all the Notes, with interest at
the Note rate on such overdue installments of principal, and the reasonable
expenses of the Fiscal Agent, and any and all other defaults known to the Fiscal
29
Agent (other than in the payment of principal of and interest on the Notes due and
payable solely by reason of such declaration) shall have been made good or cured to
the satisfaction of the Fiscal Agent or provision deemed by the Fiscal Agent to be
adequate shall have been made therefor, then, and in every such case, the holders
of at least sixty percent (60%) in aggregate principal amount of the Notes then
outstanding, by written notice to the Agency and to the Fiscal Agent, may, on
behalf of the holders of all of the Notes, rescind and annul such declaration and
its consequences. However, no such rescission and annulment shall extend to or
shall affect any subsequent default, or shall impair or exhaust any right or power
consequent thereon.
Section 8.02. Application of Funds Upon Acceleration. All of the Tax
Revenues and alt sums in the funds and accounts provided for in Sections 3.03, 4.02
and 4.04 to 4.07, inclusive, upon the date of the declaration of acceleration as
provided in Section 8.01, and all sums thereafter received by the Fiscal Agent
hereunder, shall be applied by the Fiscal Agent in the order following upon
presentation of the several Notes and coupons, and the stamping thereon of the
payment if only partially paid, or upon the surrender thereof if fully paid-
First, to the payment of the costs and expenses of the Fiscal Agent and of
the Noteholders in declaring such event of default, including reasonable
compensation to its or their agents, attorneys and counsel;
Second, in case the principal of the Notes 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 Note rate (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 Notes shall have become and shall be
then due and payable, to the payment of the whole amount then owing and unpaid upon
the Notes for principal and interest, with interest on the overdue principal and
installments of interest at the Note rate (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 Notes, 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 Noteholders. Any Noteholder shall have
the right, for the equal benefit and protection fo all Noteholders 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 Resolution and in the Notes, 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;
30
(2) by suit, action or proceeding in equity, to enjoin any acts or
things which are unlawful, or the violation of any of the Noteholders~
rights; or
(3) upon the happening of any event of default (as defined in Section
8.01), by suit, action or proceeding in any court of competent jurisdiction,
to require the Agency and its members and employees to account as if it and
they were the trustees of an express trust.
Section 8.04. Non-waiver. Nothing in this Article VIII or in any other
provision of this Resolution, or in the Notes or in the coupons, shall affect or
impair the obligation of the Agency, which is absolute and unconditional, to pay
the principal of and interest on the Notes to the respective holders of the Notes
and coupons at the respective dates of maturity, as herein provided, or affect or
impair the right of action, which is also absolute and unconditional, of such
holders to institute suit to enforce such payment by virtue of the contract
embodied in the Notes and coupons.
A waiver of any default by any Noteholder shall not affect any subsequent
default or impair any rights or remedies on the subsequent default. No delay or
omission of any holder of any of the Notes or coupons 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 Noteholders by the Law or by this Article VIII
may be enforced and exercised from time to time and as often as shall be deemed
expedient by the holders of the Notes.
If a suit, action or proceeding to enforce any right or exercise any remedy
be abandoned or determined adversely to the Noteholders, the Agency and the
Noteholders 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 Fiscal Agent as Attorney-in-Fact. Any suit,
action or proceeding which any holder of Notes shall have the right to bring to
enforce any right or remedy hereunder may be brought by the Fiscal Agent for the
equal benefit and protection of all holders of Notes similarly situated and the
Fiscal Agent is hereby appointed (and the successive respective holders and
registered owners of the Notes and interest coupons issued hereunder, by taking and
holding the same, shall be conclusively deemed so to have appointed it) the true
and lawful attorney-in-fact of the respective holders and registered owners of the
Notes and interest coupons 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 holders and registered owners of the Notes and coupons as a class or
classes, as may be necessary or advisable in the opinion of the Fiscal Agent as such
attorney-in-fact.
Section 8.06. Remedies Not Exclusive. No remedy herein conferred upon
or reserved to the holders of Notes is intended to be exclusive of any other remedy.
Every such remedy shall be cumulative and shall be in addition to every other
remedy given hereunder or now or hereafter existing, at law or in equity or by
statute or otherwise, and may be exercised without exhausting and without regard to
any other remedy conferred by the Law or any other law.
31
ARTICLE IX
THE LETTER OF CREDIT
Section 9.01. General. Bank has issued to Fiscal Agent for the account
of Homart the Letter of Credit for the purpose of providing additional security for
the Notes. This article establishes procedures for Drawings under the Letter of
Credit and the application thereof to Note payments. Notwithstanding any other
provision of this Resolution including other provisions qualified by phrases such
as "Notwithstanding any other provision of this Resolution " or which
otherwise purport to control conflicting provisions) the provisions of this Article
shall control and prevail over any and all conflicting provisions.
Section 9.02. Definitions. The following words and phrases, as used in
this Article, shall have the following meanings:
"Debt Service" means the amount of interest or principal and interest due
and payable on the Notes on any Interest Payment Date.
"Deficiency" means and exists when, on the business day next preceding any
Interest Payment Date, the amount of Debt Service exceeds the total aggregate
amounts in the Note Fund and Redemption Account held by the Fiscal Agent.
Section 9.03. Drawings under Letter of Credit. At least 10 days (but
not more than 15 days) prior to each Interest Payment Date Fiscal Agent shall
determine whether a Deficiency shall exist.
In the event that a Deficiency exists on the business day next preceding
such Interest Payment Date, Fiscal Agent shall present a sight draft to Bank in the
amount of the Deficiency, accompanied by supporting documents in accordance with
the Letter of Credit.
Section 9.04. Application of Drawings. All Drawings paid by Bank to
Fiscal Agent shall be deposited in the Note Fund.
32
ARTICLE X - DEFEASANCE IF NO OBLIGATIONS
TO HOMART INCURRED
Section 10.01. (a) Payment of Indebtedness; Satisfaction and Discharge
of Resolution. Whenever the conditions specified in either subparagraph (A) or
subparagraph (B) of the following paragraph (1), and the conditions specified in
the following paragraph (2), shall exist namely:
(1) Either:
(A) all Notes theretofore delivered and all coupons appertaining
hereto have been paid or redeemed and cancelled by the Fiscal Agent or
delivered to the Fiscal Agent for cancellation; or
(B) the Agency:
(i) has deposited or caused to be deposited with a duly qualified
escrow holder as trust funds in trust, cash or Federal Securities, the
principal of which, or the principal of which plus interest on which
when due will provide cash which together with the cash, if any,
deposited with the escrow holder at the same time, shall be sufficient
to pay and discharge the entire indebtedness of the Notes and coupons
not theretofore canceled by the Fiscal Agent or delivered to the Fiscal
Agent for cancellation, for principal, premium, if any, and interest to
the date of such deposit (in the case of Notes which have become due
and payable), or to the stated maturity date or redemption date, as the
case may be,
(ii) has made irrevocable arrangements for the giving of notice of
redemption by the Fiscal Agent or escrow holder in the name, and at the
expense, of the Agency, at the times necessary to pay the Notes out of
the cash and Federal Securities deposited in trust; and
(iii) in the event that such Notes are not by their terms subject to
redemption within the next succeeding 60 days, the Agency shall have
given to the Fiscal Agent or the escrow holder irrevocable instructions
to publish at least once in Authorized Newspapers, a notice to the
Holders of such Notes that the deposit required by subparagraph (i)
above has been made with the escrow holder and that provision for
payment of the Notes has been made and stating the maturity or
redemption date upon which moneys are to be available of the principal
and premium, if any, on such Notes; and
(2) the Agency has paid, caused to be paid or made arrangements
satisfactory to the Fiscal Agent and the escrow holder for the payment of
all other sums payable hereunder by the Agency;
then, upon receipt of a Written Request of the Agency and an Opinion of
Counsel each stating that the provisions of this Section relating to
satisfaction and discharge of the Resolution have been complied with, this
33
Resolution and the rights and interests hereby granted shall be discharged
and satisfied, and the Treasurer and the Fiscal Agent shall, at the expense
of the Agency, execute and deliver proper instruments of satisfaction of and
discharging this Resolution and forthwith the rights, title and interests of
the Noteholders under and pursuant to this Resolution (except rights, title
and interest to the cash and Federal Securities deposited as required above)
shall thereupon be discharged and satisfied.
b) Application of Deposited Money. All money, Federal
Securities and income thereon deposited with the escrow holder pursuant to
subsection (a) above shall be applied by the escrow holder to the payment (either
directly or through the Fiscal Agent or any Paying Agent, as the escrow holder may
determine) to the persons entitled to receipt of the principal, and premium, if
any, and interest on said Notes.
(c) Application of Funds. Upon satisfaction and discharge of
this Resolution pursuant to subsection (a) above, moneys, if any, in any Fund
created hereunder shall be released from the lien and charge of this Resolution and
shall be paid by the Fiscal Agent to or upon the order of the Agency.
34
ARTICLE XI - DEFEASANCE IF OBLIGATIONS TO BANK
HAVE BEEN REPAID TO BANK BY HOMART
Section 11.01. Remains in Effect. If the Agency has paid and discharged
the entire indebtedness on all Notes Outstanding in any of the ways provided in
Article XI without having paid and discharged any or all of its Obligations to
Homart, this Resolution shall remain in full force and effect to the extent
provided in Section 11.02 for the sole purpose of paying and discharging such
Obligations, subject to the provisions of this Article.
Section 11.02. Discharge of Obligations. Under the circumstances
described in Section 11.01, any and all moneys remaining in any of the funds and
accounts held by the Fiscal Agent after the payment of principal of and interest on
the Notes in full (other than moneys held in trust pursuant to Section 10.01(b)),
and payment in full of the fees and expenses of the Fiscal Agent and any Paying
Agent, shall be paid to Homart on account of any unpaid Obligations to Homart. Upon
such payment, the Fiscal Agent shall be fully released and discharged from its
duties and obligations under this Resolution. In such event, upon request of the
Agency, the Fiscal Agent shall cause an accounting for such period or periods as
may be requested by the Agency to be prepared and filed with the Agency, the Bank
and Homart and shall execute and deliver to the Agency, the Bank and Homart all such
instruments as may be necessary or desirable to evidence such discharge and
satisfaction. The discharge of the Fiscal Agent shall be without prejudice to the
rights of the Fiscal Agent to charge for and be reimbursed by the Agency for any
expenditures which it may thereafter incur in connection herewith.
Any and all Tax Revenues thereafter received by the Agency shall be
deposited in the Special Fund and transferred to the Repayment Fund pursuant to
Section 4.05 for payment to Homart on account of any unpaid Obligations to Homart .
Upon payment of the Obligations to Homart in full, this Resolution and the pledge
of Tax Revenues made under this Resolution and all covenants, agreements and other
obligations of the Agency under this Resolution and under the Repayment Agreement
shall cease, terminate, become void and be completely discharged and satisfied.
35
ARTICLE XII
MISCELLANEOUS
Section 12.01. Benefits of Resolution Limited to Parties. Nothing in
this Resolution, expressed or implied, is intended to give to any person other than
the Agency, the Fiscal Agent, any Paying Agent, Homart, and the holders of the
Notes and coupons, any right, remedy, claim under or by reason of this Resolution.
Any covenants, stipulations, promises or agreements in this Resolution contained by
and on behalf of the Agency shall be for the sole and exclusive benefit of the
holders of the Notes and coupons, the Fiscal Agent, the Paying Agent and Homart.
Section 12.02. Successor is Deemed Included in All References to
Predecessor. Whenever in this Resolution or any Supplemental Resolution either the
Agency or the Fiscal Agent or any Paying Agent is named or referred to, such
reference shall be deemed to include the successors or assigns thereof, and all the
covenants and agreements in this Resolution contained by or on behalf of the Agency
or the Fiscal Agent or any Paying Agent shall bind and inure to the benefit of the
respective successors and assigns thereof whether so expressed or not.
Section 12.03. Execution of Documents and Proof of Ownership by
Noteholders. Any request, declaration or other instrument which this Resolution
may require or permit to be executed by Noteholders may be in one or more
instruments of similar tenor, and shall be executed by Noteholders in person or by
their attorneys appointed in writing.
Except as otherwise herein expresssly provided, the fact and date of the
execution by any Noteholder or his attorney of such request, declaration or other
instrument, or of such writing appointing such attorney, may be proved by the
certificate of any notary public or other officer authorized to take
acknowledgments of deeds to be recorded in the state in which he purports to act,
that the person signing such request, declaration or other instrument or writing
acknowledged to him the execution thereof, or by an affidavit of a witness of such
execution, duly sworn to before such notary public or other officer.
Except as otherwise herein expressly provided, the amount of Notes
transferable by delivery held by any such person executing such request,
declaration or other instrument or writing as a Noteholder, and the numbers
thereof, and the date of his holding such Notes, may be proved by a certificate,
which need not be acknowledged or verified, satisfactory to the Fiscal Agent,
executed by a trust company, bank or other depositary wherever situated, showing
that at the date therein mentioned such person had on deposit with such depositary
or exhibited to it the Notes described in such certificate. Continued ownership
after the date of deposit stated in such certificate may be proved by the
presentation of such certificate if the certificate contains a statement by the
depositary that the Notes therein referred to will not be surrendered without the
surrender of the certificate to the depositary, except with the consent of the
Fiscal Agent. The Fiscal Agent may nevertheless in its discretion require further
or other proof in cases where it deems the same desirable. The ownership of
registered Notes and the amount, maturity, number and date of holding the same
shall be proved by the registry books.
36
Any request, declaration or other instrument or writing of the holder of any
Note shall bind all future holders of such Note in respect of anything done or
suffered to be done by the Agency or the Fiscal Agent in good faith and in
accordance therewith.
Section 12.04. 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 Notes; but nothing herein contained
shall relieve any such member, officer, agent or employee from the performance of
any official duly provided by law.
Section 12.05. Publication for Successive Weeks. Any publication to be
made under the provisions of this Resolution in successive weeks may be made in
each instance upon any business day of the week and need not be made on the same day
of any succeeding week or in the same newspaper for any or all of the successive
publications, but may be made on different days of the week and in different
newspapers.
Section 12.06. Destruction of Cancelled Notes. Whenever in this
Resolution provision is made for the surrender to the Agency of any Notes or
coupons which have been paid or cancelled pursuant to the provisions of this
Resolution, a certificate of destruction duly executed by the Fiscal Agent or by
any Paying Agent shall be deemed to be the equivalent of the surrender of such
cancelled Notes and coupons 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 Notes or coupons therein referred to.
Section 12.07. Notices and Demands on Agency. Any notice or demand which
by any provision of this Resolution is required or permitted to be given or served
by the Fiscal Agent to or on the Agency may be given or served by being deposited
postage prepaid in a post office letter box addresssed (until another address is
filed by the Agency with the Fiscal Agent) as follows: Secretary, Redevelopment
Agency of the City of South San Francisco, City Hall, P. O. Box 711, South San
Francisco, California 94080.
Section 12.08. Partial Invalidity. If any Section, paragraph, sentence,
clause or phrase of this Resolution shall for any reason be held illegal or
unenforceable, such holding shall not affect the validity of the remaining portions
of this Resolution. The Agency hereby declares that it would have adopted this
Resolution and each and every other Section, paragraph, sentence, clause or phrase
hereof and authorized the issue of the Notes pursuant thereto irrespective of the
fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of
this Resolution may be held illegal, invalid or unenforceable. If, by reason of
the judgment of any court, the Fiscal Agent is rendered unable to perform i.ts
duties hereunder, all such duties and all of the rights and powers of the Fiscal
Agent hereunder shall be assumed by and vest in the Treasurer of the Agency in trust
for the benefit of the Noteholders. The Agency covenants for the direct benefit of
the Noteholders that its Treasurer in such case shall be vested with all of the
rights and powers of the Fiscal Agent hereunder, and shall assume all of the
responsibilities and perform all of the duties of the Fiscal Agent hereunder, in
trust for the benefit of the Notes.
37
Section 12.09. Supplemental Resolution. This Resolution shall be deemed
to be a Supplemental Resolution within the meaning of Article VII of Resolution No.
25, adopted by the Agency on December 16, 1981, with the effect provided in Section
7.05 of said Resolution No. 25, and each Noteholder shall, by purchasing and
holding any Notes, shall be bound by the provisions of this Resolution and shall be
deemed to have consented thereto.
Section 12.10. Effective Date of Resolution. This Resolution shall take
effect from and after the date of its passage and adoption.
PASSED AND ADOPTED on April 21 , 1982, by the following vote:
AYES: Agency members Ronald G. Acosta, Mark N. Addiego, Emanuele N. Damonte,
Gus Nicolopulos, and Roberta Cerri Teglia
NOES: None
ABSENT: None
al~'r~an-~of~he~
of the City of South San Francicso
(s E A C)
Attest:
Secretary of the Redevelopment Agency
of the City of South San Francisco
38
EXHIBIT "A"
(FORM OF COUPON NOTE)
NO. $5,000
REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO
GATEWAY REDEVELOPMENT PROJECT
1982 TAX ALLOCATION NOTES
THE REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO, a public
body, corporate and politic, duly organized and existing under and pursuant to
the laws of the State of California (the "Agency"), for value received hereby
promises to pay to the bearer hereof, or if this Note be registered to the
registered owner hereof, on June l, 1985 (subject to the right of prior
redemption, as hereinafter provided for) the principal sum of Five Thousand
Dollars ($5,000.00), together with interest thereon from the date hereof until
the principal hereof shall have been paid in full, at the rate of
percent ( %) per annum, payable on December 1, 1982, and semiannually
thereafter on June i and December 1 in each year. Interest due on or before
the maturity or prior redemption of this Note shall be payable only according
to the tenor, and upon presentation and surrender, of the annexed interest
coupons as they severally become due. Both the interest hereon and principal
hereof and redemption premium, if any, hereon are payable in lawful money of
the United States of America at the principal corporate trust office of the
Bank of America, NT&SA in San Francisco, California, the Fiscal Agent of the
Agency.
This Note is one of a duly authorized issue of Redevelopment Agency of
the City of South San Francisco Gateway Redevelopment Project 1982 Tax
Allocation Notes (the "Notes"), limited in aggregate principal amount to Six
Million Five Hundred Thousand Dollars ($6,500,000), all of like tenor and date
(except for such variations, if any, as may be required to designate varying
numbers, interest rates or redemption provisions), all issued under the
provisions of the Community Redevelopment Law of the State of California
(being Part 1 of Division 24 of the Health and Safety Code of the State of
California, as amended) (the "Law"), and pursuant to the provisions of
Resolution No. , entitled "A Resolution of the Redevelopment Agency of
the City of South San Francisco Authorizing the Issuance of $6,500,000
Principal Amount of the Redevelopment Agency if the City of South San
Francisco Gateway Redevelopment Project, 1982 Tax Allocation Notes", adopted
by the Agency on April 21, 1982, (the "Resolution"). All Notes are equally
and ratably secured in accordance with the terms and conditions of the
Resoluton, and reference is hereby made to the Resolution, to any resolutions
supplemental .thereto and to the Law for a description of the terms on which
the Notes are issued, for the provisions with regard to the nature and extent
of the security provided for the Notes and of the nature, extent and manner of
enforcement of such security, and for a statement of the rights of the bearers
and registered owners~ of the Notes and the bearers of the appurtenant coupons;
and all the terms of the Resolution and the Law are hereby incorporated herein
and constitute a contract between the Agency and the bearer or registered
owner from time to time of this Note, and to all the provisions thereof the
bearer or registered owner of this Note, by his acceptance hereof, consents
and agrees. Each bearer or registered owner hereof and each bearer of said
coupons, whether said coupons are attached hereto or detached herefrom, shall
have recourse to all the provisions of the Law and the Resolution and shall be
bound by all the terms and conditions thereof.
As provided in the Resolution, the Agency shall issue refunding bonds,
notes or other obligations at such time and in such amount as are necessary to
refund the Notes on or before June 1, 1985.
The Notes are issued to provide funds to finance a redevelopment project
within the Gateway Redevelopment Project Area of the Agency and to pay the
costs of issuance of the Notes. The Notes are special obligations of the
Agency and are payable, as to interest thereon, principal thereof and any
premiums upon the redemption thereof, exclusively from the Tax Revenues (as
that term is defined in the Resolution and herein called the "Tax Revenues"),
and certain other funds and the Agency is not obligated to pay them except
from the Tax Revenues and said funds. The Notes are equally secured by a
pledge of, and charge and lien upon, the Tax Revenues, and the Tax Revenues
constitute a trust fund for the security and payment of the interest on and
principal of and redemption premiums, if any, on the Notes. Additional notes
and bonds payable from the Tax Revenues may be issued which will rank equally
as to security with the Notes, but only subject to the conditions and
limitations contained in the Resolution.
The Agency hereby covenants and warrants that, for the payment of the
interest on and principal of and redemption premium, if any, on this Note and
all other Notes issued under the Resolution when due, there has been created
and will be maintained by the Fiscal Agent a special fund into which all Tax
Revenues shall be deposited, and as an irrevocable charge the Agency has
allocated the Tax Revenues to the payment of the interest on and principal of
and redemption premiums, if any, on the Notes (and any additional notes and
bonds authorized by the Resolution), and the Agency will pay promptly when due
the interest on and principal of and redemption premium, if any, on this Note
and all other Notes of this issue and all additional notes and bonds
authorized by the Resolution out of said special fund, all in accordance with
the terms and provisions set forth in the Resolution.
The Notes are subject to redemption, prior to their maturity date of
June i, i985, upon published notice as hereinafter provided, at the option of
the Agency, on any June i or December i on or after December 1, 1982, as a
whole from the proceeds of refunding bonds, notes or other obligations, or as
a whole or in part from other available funds of the Agency, at par plus
accrued interest to the date of redemption.
As provided in the Resolution, notice of redemption shall be given by
publication once a week for two (2) successive weeks in a newspaper or journal
of general circulation in San Francisco, California, printed in the English
language publishing financing news and selected by the Fiscal Agent, and in
2
the same or a similar newspaper or journal of general circulation in New York,
New York, with the first of each such publications to be not less than thirty
(30) days nor more than sixty (60) days before the redemption date, all in the
manner and upon the terms and conditions set forth in the Resolution. In
addition, notice of redemption of this Note, if registered as to principal,
shall be mailed not less than thirty (30) days nor more than sixty (60) days
before the redemption to the registered owner hereof, but neither failure to
mail or receive such notice shall affect the sufficiency of such proceedings
for redemption. If notice of redemption has been duly given as aforesaid and
money for payment of the above-described redemption price is held by the
Fiscal Agent, then such Notes shall on the redemption date so designated in
such notice, become due and payable at the above described redemption price;
and from and after the date so designated interest on the Notes so called for
redemption shall cease to accrue, the coupons for interest thereon maturing
subsequent to the redemption date shall be void and bearers and registered
owners of such Notes shall have no rights in respect thereof except to receive
payment of such redemption price thereof.
If an event of default, as defined in the Resolution, shall occur, the
principal of all Notes may be declared due and payable upon the conditions, in
the manner and with the effect provided in the Resolution; except that the
Resolution provides that in certain events such declaration and its
consequences may be rescinded by the bearers or registered owners of at least
twenty-five percent (25%) in aggregate principal amount of the Notes (and any
additional notes and bonds authorized by the Resolution) then outstanding.
The Notes are issuable in the form of coupon Notes, registrable as to
principal only, in the denomination of $5,000 or any integral multiple of
$5,000 (not exceeding the principal amount of Notes maturing at any one
time). The Holder of any coupon Note or Notes may surrender the same, with
all unmatured coupons attached, at the above mentioned office of the Fiscal
Agent in exchange for an equal aggregate principal amount of fully registered
Notes of any authorized denominations, in the manner, subject to the
conditions and upon the payment of the charges provided in the Resolution. In
like manner, subject to such conditions and upon the payment of such charges,
the owner of any fully registered Note or Notes may surrender the same
('together with a written instrument of transfer satisfactory to the Fiscal
Agent duly executed by the registered owner or his duly authorized attorney)
in exchange for an equal aggregate principal amount of coupon Notes, with
appropriate coupons attached, or of fully registered Notes of any other
authorized denomi nations.
This Note is negotiable and transferable by delivery unless registered
as to principal in the name of the registered owner noted hereon. This Note
may from time to time be registered as to principal on a register to be kept
for that purpose at the above mentioned office of the Fiscal Agent, and such
registration shall be noted hereon. After such registration no transfer
hereof shall be valid unless made on said register at the request of the
registered owner hereof or by his duly authorized attorney and similarly noted
hereon, but this Note may be discharged from registration by being in like
manner registered to bearer, whereupon negotiability and transferability by
delivery shall be restored or discharged from registration in the same
manner. Such registration, however, shall not affect the negotiability of the
coupons hereto appertaining, which shall continue to be negotiable and
transferable by delivery and always to be payable to bearer, and payment to
the bearer thereof shall fully discharge the Agency in respect of the interest
therein mentioned, whether or not this Note at the time be registered as to
principal.
The rights and obligations of the Agency and of the bearers and
registered owners of the Notes may be amended at any time in the manner, to
the extent and upon the terms provided in the Resolution, but no such
amendment shall (1) extend the maturity of this Note or reduce the interest
rate hereon, or otherwise alter or impair the obligation of the Agency to pay
the interest hereon or principal hereof or any premium payable on the
redemption hereof at the time and place and at the rate and in currency
provided herein, without the express written consent of the bearer or
registered owner of this Note, 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 in the Resolution for the benefit of the Notes and
all additional notes and bonds authorized by the Resolution, or (3) reduce the
percentage of Notes and all additional notes and bonds authorized by the
Resolution required for the written consent to an amendment of the Resolution,
or (4) modify any rights or obligations of the Fiscal Agent without its prior
written assent thereto; all as more fully set forth in the Resolution.
This Note is not a debt of the City of South San Francisco, 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 Note or any interest hereon or any redemption premium hereon be
payable out of any funds or properties other than those of the Agency. The
Notes do not constitute an indebtedness within the meaning of any
constitutional or statutory debt limitation or restriction, and neither the
members of the Agency nor any persons executing the Notes shall be personally
liable on the Notes by reason of their issuance.
It is hereby certified that all of the acts, conditions and things
required to exist, to have happened or to have been performed precedent to and
in the issuance of this Note do exist, have happened and have been performed
in due time, form and manner as required by law and that the amount of this
Note, together with all other indebtedness of the Agency, does not exceed any
limit prescribed by the Constitution or laws of the State of California, and
is not in excess of the amount of Notes permitted to be issued under the
Resolution.
IN WITNESS WHEREOF, the Redevelopment Agency of the City of South San
Francisco has caused this Note to be executed in its name and on its behalf by
its Chairman and attested by its Secretary, and has caused the interest
coupons attached hereto to be executed by its Chairman, and has caused its
seal to be reproduced hereon, and has caused this Note to be dated June l,
1982.
REDEVELOPMENT AGENCY OF THE CITY OF
SOUTH SAN FRANCISCO
By
( SEAL )
Atte st:
Secretary
5
(FORM OF INTEREST COUPON FOR COUPON NOTES)
Coupon No.
THE REDEVELOPMENT AGENCY OF THE CITY
OF SOUTH SAN FRANCISCO, on l,
(subject to any right of prior redemption
reserved in the Note herein mentioned),
will pay to bearer exclusively from the
Tax Revenues referred to in said Note at the
principal office of the Bank of America, NT&SA,
in San Francisco, California, upon surrender
hereof, the sum shown hereon in lawful money
of the United States of America, being $
interest then due on its Gateway Redevelopment
Project, 1982 Tax Allocation Note,
dated June 1, 1981 No.
Chairman of the Redevelopment Agency
of the City of South San Francisco
(FORM OF REGISTRATION ENDORSEMENT
TO APPEAR ON COUPON NOTES)
This Note may be registered as to principal in the Note registration
book of The Bank of America, NT&SA, at its principal corporate trust office in
San Francisco, California, as Fiscal Agent, notation of such registry to be
made hereon by such Fiscal Agent, and this Note may thereafter be transferred
on said Note registration book only upon a written assignment of the
registered owner of his attorney, duly acknowledged or proved, such transfer
to be endorsed hereon by such Fiscal Agent. The principal of this Note, if
registered, shall be payable only to the registered owner or his legal
representative. Notwithstanding the registration of this Note, the coupons
shall remain payable to bearer and shall continue to be transferable by
delivery.
Note: There must be no writing in the space below except by the Fiscal Agent.
Date of Name of Registered Signature of
Registration Owner Fiscal Agent
6
EXHIBIT "B"
(FORM OF FULLY REGISTERED NOTE)
No. AR $
REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO
GATEWAY REDEVELOPMENT PROJECT
1982 TAX ALLOCATION NOTE
THE REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO, a public
body, corporate and politic, duly organized and existing under and pursuant to
the laws of the State of California (the "Agency"), for value received hereby
promises to pay to , or registered assigns, on June 1,
1985 (subject to the right of prior redemption, as hereinafter provided for),
the principal sum of Thousand Dollars ($ ), together with
interest thereon from the interest payment date next preceding the date of
registration on this Note (unless this Note is registered as of an interest
payment date, in which event it shall bear interest from that date, or unless
this Note is registered prior to December 1, 1982, in which event it shall
bear interest from June 1, 1982) until the principal hereof shall have been
paid , at the rate of percent ( %) per annum, payable on December
1, 1982, and semiannually thereafter on June 1 and December i in each year.
Both the interest hereon and principal hereof and redemption premium, if any,
hereon are payable in lawful money of the United States of America at the
principal office of The Bank of America, NT&SA, in San Francisco, California,
the Fiscal Agent of the Agency.
This Note is one of a duly authorized issue of the Redevelopment Agency
of the City of South San Francisco Gateway Redevelopment Project 1982 Tax
Allocation Notes (the "Notes"), limited in aggregate principal amount to Six
Million Five Hundred Thousand Dollars ($6,500,000), all of like tenor and date
(except for such variations, if any, as may be required to designate varying
numbers, interest rates or redemption provisions), all issued under the
provisions of the Community Redevelopment Law of the State of California
(being Part 1 of Division 24 of the Health and Safety Code of the State of
California, as amended) (the "Law"), and pursuant to the provisions of
Resolution No. , entitled "A Resolution of the Redevelopment Agency of
the City of South San Francisco Authorizing the Issuance of $6,500,000
Principal ~nount of Redevelopment Agency of the City of South San Francisco,
Gateway Redevelopment Project, 1982 Tax Allocation Notes", adopted by the
Agency on April 21, 1982, (the "Resolution"). All Notes are equally and
ratably secured in accordance with the terms and conditions of the Resoluton,
and reference is hereby made to the Resolution, to any resolutions
supplemental thereto and to the Law for a description of the terms .on which
the Notes are issued, for the provisions with regard to the nature and extent
of the security provided for the Notes and of the nature, extent and manner of
enforcement of such security, and for a statement of the rights of the bearers
and registered owners' of the Notes and the bearers of the appurtenant coupons;
and all the terms of the Resolution and the Law are hereby incorporated herein
and constitute a contract between the Agency and the bearer or registered
owner from time to time of this Note, and to all the provisions thereof the
bearer or registered owner of this Note, by his acceptance hereof, consents
and agrees. Each bearer or registered owner hereof and each bearer of said
coupons, whether said coupons are attached hereto or detached herefrom, shall
have recourse to all the provisions of the Law and the Resolution and shall be
bound by all the terms and conditions thereof.
As provided in the Resolution, the Agency shall issue refunding bonds,
notes or other obligations at such time and in such amount as are necessary to
refund the Notes on or before June 1, 1985.
The Notes are issued to provide funds to finance a redevelopment project
within the Gateway Redevelopment Project Area of the Agency and to pay the
costs of issuance of the Notes. The Notes are special obligations of the
Agency and are payable, as to interest thereon,' principal thereof and any
premiums upon the redemption thereof, exclusively from the Tax Revenues (as
that term is defined in the Resolution and herein called the "Tax Revenues"),
and certain other funds, and the Agency is not obligated to pay them except
from the Tax Revenues and said funds. The Notes are equally secured by a
pledge of, and charge and lien upon, the Tax Revenues, and the Tax Revenues
constitute a trust fund for the security and payment of the interest on and
principal of and redemption premiums, if any, on the Notes. Additional notes
and bonds payable from the Tax Revenues may be issued which will rank equally
as to security with the Notes, but only subject to the conditions and
limitations contained in the Resolution.
The Agency hereby covenants and warrants that, for the payment of the
interest on and principal of and redemption premium, if any, on this Note and
all other Notes issued under the Resolution when due, there has been created
and will be maintained by the Fiscal Agent a special fund into which all Tax
Revenues shall be deposited, and as an irrevocable charge the Agency has
allocated the Tax Revenues to the payment of the interest on and principal of
and redemption premiums, if any, on the Notes (and any additional notes and
bonds authorized by the Resolution), and the Agency will pay promptly when due
the interest on and principal of and redemption premium, if any, on this Note
and all other Notes of this issue and all additional notes and bonds
authorized by the Resolution out of said special fund, all in accordance with
the terms and provisions set forth in the Resolution.
The Notes are subject to redemption, prior to their maturity date of
June 1, 1985, upon published notice as hereinafter provided, at the option of
the Agency, on any June i or December i on or after December 1, 1984, as a
whole from the proceeds of refunding bonds, notes or other obligations, or as
a whole or in part from other available funds of the Agency, at par plus
accrued interest to the date of redemption.
As provided in the Resolution, notice of redemption shall be given by
publication once a week for two (2) successive weeks in a newspaper or journal
of general circulation in San Francisco, California, printed in the English
8
language publishing financing news and selected by the Fiscal Agent, and in
the same or a similar newspaper or journal of general circulation in New York,
New York, with the first of each such publications to be not less than thirty
(30) days nor more than sixty (60) days before the redemption date, all in the
manner and upon the terms and conditions set forth in the Resolution. In
addition, notice of redemption of this Note, if registered as to principal,
shall be mailed not less than thirty (30) days nor more than sixty (60) days
before the redemption to the registered owner hereof, but neither failure to
mail or receive such notice shall affect the sufficiency of such proceedings
for redemption. If notice of redemption has been duly given as aforesaid and
money for payment of the above-described redemption price is held by the
Fiscal Agent, then such Notes shall on the redemption date so designated in
such notice, become due and payable at the above described redemption price;
and from and after the date so designated interest on the Notes so called for
redemption shall cease to accrue, the coupons for interest thereon maturing
subsequent to the redemption date shall be void and bearers and registered
owners of such Notes shall have no rights in respect thereof except to receive
payment of such redemption price thereof.
If an event of default, as defined in the Resolution, shall occur, the
principal of all Notes may be declared due and payable upon the conditions, in
the manner and with the effect provided in the Resolution; except that the
Resolution provides that in certain events such declaration and its
consequences may be rescinded by the bearers or registered owners of at least
twenty-five percent (25%) in aggregate principal amount of the Notes (and any
additional notes and bonds authorized by the Resolution) then outstanding.
The Notes are issuable in the form of coupon Notes, registrable as to
principal only, in the denomination of $5,000 or any integral multiple of
$5,000 (not exceeding the principal amount of Notes maturing at any one
time). The Holder of any coupon Note or Notes may surrender the same, with
all unmatured coupons attached, at the above mentioned office of the Fiscal
Agent in exchange for an equal aggregate principal amount of fully registered
Notes of any authorized denominations, in the manner, subject to the
conditions and upon the payment of the charges provided in the Resolution. In
like manner, subject to such conditions and upon the payment of such charges,
the owner of any fully registered Note or Notes may surrender the same
(together with a written instrument of transfer satisfactory to the Fiscal
Agent duly executed by the registered owner or his duly authorized attorney)
in exchange for an equal aggregate principal amount of coupon Notes, with
appropriate coupons attached, or of fully registered Notes of any other
author ized denomi nat ions.
This Note is transferable, as provided in the Resolution, only upon the
Note register kept for that purpose at the principal corporate trust office of
the Fiscal Agent by the registered owner hereof in person, or by his attorney
duly authorized in writing, upon the surrender of this Note together with a
written instrument of transfer satisfactory to the Fiscal Agent duly executed
by the registered owner or his attorney duly authorized in writing, and
thereupon a new registered Note or Notes, without coupons, and in the same
aggregate principal amount and of the same maturity, shall be issued to the
transferee in exchange therefor as provided in the Resolution, and upon the
payment of the charges, if any, including, after the first exchange, the cost
of preparing new Notes, therein prescribed.
The rights and obligations of the Agency and of the bearers and
registered owners of the Notes may be amended at any time in the manner, to
the extent and upon the terms provided in the Resolution, but no such
amendment shall (1) extend the maturity of this Note or reduce the interest
rate hereon, or otherwise alter or impair the obligation of the Agency to pay
the interest hereon or principal hereof or any premium payable on the
redemption hereof at the time and place and at the rate and in currency
provided herein, without the express written consent of the bearer or
registered owner of this Note, 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 in the Resolution for the benefit of the Notes and
all additional notes and bonds authorized by the Resolution, or (3) reduce the
percentage of Notes and all additional notes and bonds authorized by the
Resolution required for the written consent to an amendment of the Resolution,
or (4) modify any rights or obligations of the Fiscal Agent without its prior
written assent thereto; all as more fully set forth in the Resolution.
This Note is not a debt of the City of South San Francisco, 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 Note or any interest hereon or any redemption premium hereon be
payable out of any funds or properties other than those of the Agency. The
Notes do not constitute an indebtedness within the meaning of any
constitutional or statutory debt limitation or restriction, and neither the
members of the Agency nor any persons executing the Notes shall be personally
liable on the Notes by reason of their issuance.
It is hereby certified that all of the acts, conditions and things
required to exist, to have happened or to have been performed precedent to and
in the issuance of this Note do exist, have happened and have been performed
in due time, form and manner as required by law and that the amount of this
Note, together with all other indebtedness of the Agency, does not exceed any
limit prescribed by the Constitution or laws of the State of California, and
is not in excess of the amount of Notes permitted to be issued under the
Resolution.
IN WITNESS WHEREOF, the Redevelopment Agency of the City of South San
Francisco has caused this Note to be executed in its name and on its behalf by
its Chairman and attested by its Secretary, and has caused its seal to be
reproduced hereon, and has caused this Note to be dated l, 1982.
REDEVELOPMENT AGENCY OF THE CITY
OF SOUTH SAN FRANCISCO
By
Chairman
(SEAL)
Atte st:
10