HomeMy WebLinkAboutRDA RES 154o
RESOLUTION NO. 54 (AS AMENDED)
RESOLUTION OF THE PALM DESERT REDEVELOPMENT AGENCY AUTHORIZING THE
ISSUANCE OF TAX ALLOCATION BONDS OF THE AGENCY TO AID IN THE FINANCING
OF A PORTION OF THE COST OF A REDEVELOPMENT PROJECT
RECITALS:
A. The Agency is a redevelopment agency, a public body, corporate and politic, duly created,
established and authorized to transact business and exercise its powers, all under and pursuant to the
Redevelopment Law, and the powers of the Agency include the power to issue bonds for any of its corporate
purposes.
B. A Redevelopment Plan was approved and adopted by the City of Palm Desert by its Ordinance No.
80, for a redevelopment project known and designated as Project Area No. 1.
C. The Amendment to the Redevelopment Plan, adding territory to the Project Area, was approved
and adopted by the City of Palm Desert by Ordinance No. 275 and all requirements of law for and
precedent to the adoption and approval of the Redevelopment Plan and the Amendment thereto have been
duly complied with.
D. The Agency deems it necessary and desirable to authorize the issuance of S20,000,000 of its Palm
Desert Redevelopment Agency, Project Area No. 1, As Amended, Tax Allocation Bonds, for the corporate
purposes of the Agency aiding in the financing of the Project Area and the territory added to the Project
Area pursuant to the Amendment.
Now, THEREFORE, the Palm Desert Redevelopment Agency HEREBY FINDS, DETERMINES, RESOLVES
AND ORDERS as follows:
Section 1. Definitions. As used in this Resolution the following terms shall have the following
meanings. unless the context requires otherwise:
(a) "Agency" means the Palm Desert Redevelopment Agency, a redevelopment agency, a public
body corporate and politic, duly created, established and authorized to transact business and exercise
its powers all under and pursuant to the Redevelopment Law, and any successor to its duties and
functions.
(b) "Amendment" means the Amendment to the Redevelopment Plan approved and adopted by
the City by its Ordinance No. 275.
(c) "Bond" or "Bonds" means the twenty million dollars (S20,000,000) principal amount of Palm
Desert Redevelopment Agency, Project Area No. 1, As Amended. Tax Allocation Bonds, authorized by
this Resolution.
(d) "Bondholder" or "Holder of Bonds", or any similar term, means: (i) any person who shall be
the holder of any outstanding Bond payable to bearer. or (ii) the registered owner or the duly
authorized attorney, trustee, representative or assigns of any outstanding Bond of such owner which
shall at the time be registered so as to be payable other than to bearer.
(e) "City" means the City of Palm Desert, California.
(f) "Federal Securities" means bills, certificates of indebtedness, notes, bonds. or similar securities
which are direct obligations of, or the princpal and interest of which securities are secured by. the
United States. whether issue in book entry form or otherwise.
Ig) "Fiscal Agent" means the trustee appointed by the Agency pursuant to Section 20 hereof. its
successors and assigns. and any other corporation or association which may at any time be substituted
in its place. as provided in this Resolution.
-1-
0 0
RESOLUTION NO. 154
(h) "Fiscal Year" means the fiscal year as established from time to time by the Agency, being on
the date of this Resolution the one year period beginning oh July 1st and ending on the next following
June 30th.
(i) "Independent Financial Consultant" or "Independent Engineer" means any financing con-
sultant or engineer or firm of such consultants or engineers appointed by the Agency, and who, or each
of whom:
(1) is in fact independent and not under domination of the Agency; and
(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.
(j) "Maximum Annual Debt Service" means the largest of the sums obtained for any Fiscal Year
after totaling the following for each such Fiscal Year:
(1) The principal amount of all Outstanding serial Bonds and serial Parity Bonds payable in
such Fiscal Year: and
(2) The amount of Minimum Sinking Fund Payments for all Outstanding term Bonds and
term Parity Bonds to be made in such Fiscal Year in accordance with the applicable schedule or
schedules of Minimum Sinking Fund Payments together with the premium thereon. if any be
payable: and
(3) The interest which would be due during such Fiscal Year on the aggregate principal
amount of Bonds and Parity Bonds which would be outstanding in such Fiscal Year if the Bonds
and Parity Bonds outstanding on the date of such computation were to mature or be redeemed in
accordance with the maturity schedule or schedules for the serial Bonds and serial Parity Bonds
and the applicable schedule or schedules of Minimum Sinking Fund Payments for term Bonds and
term Parity Bonds. At the time and for the purpose of making such computation, the amount of
Bonds and Parity Bonds already retired in advance of the above mentioned schedule or schedules
shall be deducted pro rata from the remaining amounts thereon.
lk) "Minimum Sinking Fund Payments" means the amount of money to be deposited into the
Term Bond Sinking Fund Account to be used to redeem term Bonds and term Parity Bonds at the
principal amounts thereof, plus premium. if any, in the amounts and at the times set forth in the
applicable schedule or schedules of Minimum Sinking Fund Payments contained in this Resolution or
in any supplemental resolution or any resolution providing for the issuance of term Parity Bonds.
(1) "Outstanding," when used with reference to Bonds, means. as of any particular date. the
aggregate of all Bonds authenticated and delivered under this Resolution. except:
(I) Bonds cancelled by the Agency or delivered to the .Agency for cancellation at or prior to
such date;
(2) Bonds for the payment or redemption of which money in the necessary amount has been
theretofore deposited with the Fiscal Agent or any Paying Agent for the holders of such Bonds,
provided that if such Bonds are to be redeemed notice of such redemption has been duly given
pursuant to this Resolution:
(3) Bonds paid or deemed to be paid as provided in Section 3.B hereof: and
(4) Bonds in lieu of or in substitution for which other Bonds shall have been authenticated
and delivered pursuant to this Resolution.
(m) "Parity Bonds" means any additional tax allocation bonds. including, without limitation.
bonds. notes. interim certificates. debentures or other obligations. payable out of Tax Revenues ranking
on a parity with the Bonds. issued by the Agency as permitted by Section 17 of this Resolution.
(n) "Paving Agent" means any paying agent provided by the Agency pursuant to this Resolution.
-2-
RESOLUTION NO. 154
(o) "Redevelopment Law" means the Community Redevelopment Law, California Health and
Safety Code Sections 33000, et seq. and as may be amended and supplemented and all future acts
supplemental thereto or amendatory thereof.
(p) "Redevelopment Plan" means the "Redevelopment Plan for Project Area No. l" approved
and adopted by the City by its Ordinance No. 80, and includes any amendment of the Redevelopment
Plan heretofore or hereafter made pursuant to law.
(q) "Project Area" means the project area described and defined in the Redevelopment Plan
approved and adopted by Ordinance No. 80, as the same now exists or as the same may be amended
from time to time.
(r) "Series" means all of the Bonds delivered on original issuance in,a simultaneous transaction
pursuant to this Resolution and any Bonds thereafter delivered in lieu of or in substitution therefor
pursuant hereto.
(s) "Supplemental Resolution" means a resolution supplemental to or amendatory of this Resolu-
tion, adopted by the Agency in accordance with Section 13 hereof.
(t) "Tax Revenues" means that portion of taxes levied upon taxable property in the Project Area
and received by the Agency on or after August 15, 1975, and upon taxable property in the territory
added to the Project Area pursuant to the Amendment. except that portion of such territory within the
territorial limits of the City of Indian Wells. and received by the Agency on or after December 25,
1981. which is allocated to and paid into the Special Fund of the Agency pursuant to Article 6 of
Chapter 6 of the Redevelopment Law and Section 16 of Article XVI of the California Constitution, all
as more particulary set forth hereafter in this Resolution.
u) "Treasurer" or "Treasurer of the Agency" means the officer who is then performing the
functions of Treasurer of the Agenc}
Section 2. .Amount. Issuance and Purpose of Bonds. Under and pursuant to the Redevelopment Law
and under and pursuant to this Resolution. Bonds of the .Agency in the principal amount of S20.000.000 are
authorized to be issued by the .Agency for the corporate purposes of the Agency to aiding in the financing of
the redevelopment of the Project .Area and the territory added to the Project Area pursuant to the
Amendment. and for other purposes related thereto as hereinafter provided. and such issue of Bonds is
hereby created. It is hereby determined and declared that the issuance of the Bonds is necessary for the
purposes herein stated.
Section 3. Nature of Bonds.
�. Securttt. The Tax Revenues arc hereby allocated and irrevocably pledged to the payment of the
principal of and interest on the Bonds and all Parity Bonds as in this Resolution provided. and until all of the
Bonds and Parity Bonds. and all interest thereon. have been paid. or untti moneys for that purpose have been
irrevocably set aside as provided in Section 3.B. or Section 1 I.F. hereof. the Tax Revenues shall be applied
solely to the payment of the Bonds and the Pang Bonds and the interest thereon as in this Resolution
provided. Such allocation and pledge is for the exclusive benefit of the Holders of the Bonds and the Parity
Bonds and shall be irrevocable.
The Bonds shall be and are special obligations of the .Agency and are hereby secured by an irrevocable
pledge of. and are payable as to principal. premiums. if any. and interest from Tax Revenues and other
funds as hereinafter provided. The Bonds. premiums. if any and interest are not a debt of the City of Palm
Desert. the State of California or any of its political subdivisions and neither the City. the State nor any of
its political subdivisions is liable on the Bonds. nor in any event shall the Bonds. premiums. if any. and
interest be payable out of any funds or properties other than those of the Agency as in this Resolution set
forth. The Bonds do not constitute an indebtedness '.yithin the meaning of any constitutional or statutory
debt limitation or restriction. \either the members if the Agency nor any persons executing the Bonds are
liable personally on the Bonds by reason or their issuance.
-3-
RESOLUTION NO. 154
The Bonds shall be and are equally secured, by an irrevocable pledge of Tax Revenues and other funds
as hereinafter provided, without priority for number, date of sale, date of execution, or date of delivery,
except as expressly provided herein.
The validity of the Bonds is not and shall not be dependent upon the completion of the redevelopment of
the Project Area or the territory to be added to the Project Area pursuant to the Amendment, or upon the
performance by any person of an obligation of that person relative to such redevelopment.
B. Defeasance. Nothing in this Resolution shall preclude: (i) the payment of the Bonds, or any series
thereof, from the proceeds of refunding bonds issued pursuant to law, or (ii) the payment of the Bonds, or
any series thereof, from any legally available funds.. Nothing in this Resolution shall prevent the Agency
from making advances of its own funds howsoever derived to any of the uses and purposes mentioned in this
Resolution. If the Agency shall pay or cause to be paid, or shall have made provision to pay upon maturity
or upon redemption prior to maturity to the Holders of the Bonds. or any Series thereof, the principal and
interest to become due thereon, together with any applicable premium, through setting aside in trust funds
or setting apart in a reserve fund or special trust account created pursuant to this Resolution or otherwise, or
through the irrevocable segregation for that purpose in some sinking fund or other fund or trust account
with a responsible bank or trust company moneys sufficient therefor or Federal Securities, the principal of
and interest on which when due will be sufficient therefor, then. as to the Bonds, or series thereof, as the case
may be, the lien of this Resolution, including, without limitation, the pledge of the Tax Revenues and the
other funds pledged hereunder, and all other rights granted hereby, shall thereupon cease, terminate and
become void and be discharged and satisfied, and the Bonds, or series thereof, as the case may be, and
interest increments thereon and any applicable premium on such Bonds shall no longer be deemed to be
outstanding and unpaid; provided, however. that nothing in this Resolution shall require the deposit of more
than such Federal Securities as may be sufficient. taking into account both the principal amount of such
Federal Securities and the interest to become due thereon, to implement any refunding of the Bonds. In such
event. the Fiscal .Agent shall cause an accounting for such period or periods as shall be requested by the
Agency to be prepared and filed with the Agency. and the Fiscal Agent. upon the request of the Agency,
shall release this Resolution as to the Bonds. or series thereof. as the case may be. and execute and deliver to
the .Agency all such instruments as may be desirable to evidence such release. discharge and satisfaction.
and the Fiscal Agent shall pay over or deliver to the Agency all moneys or securities held by it pursuant to
this Resolution as to the Bonds, or the series thereof. as the case may be. which are not required for the
payment or redemption of Bonds. or series thereof, as the case may be, not theretofore surrendered for such
payment or redemption.
In case any of the Bonds are to be redeemed on any date prior to their maturity. the Agency shall give
to the Fiscal Agent, in form satisfactory to it. irrevocable instructions to publish as provided in Section I I.C.
of this Resolution notice of redemption. In the event the Bonds are not by their terms subject to redemption
within the next succeeding sixty 160) days. the Agency shall give the Fiscal Agent in form satisfactory to it
irrevocable instructions to publish. as soon as practicable. at least once. in a financial newspaper or journal
printed in the English language customarily published on each business day. of general circulation in New
York. New York. a notice to the Holders of such Bonds that the deposit required in this Section 3.B has
been made and that the Bonds are deemed to have been paid in accordance with this Section and stating
such maturity or redemption date upon •Ahich monies are to be available for the payment of the principal
and interest to become due on the Bonds. together with any applicable premium thereon. Neither the
obiigations nor moneys deposited pursuant to this Section nor principal or interest payments on any such
obligations shall be withdrawn or used for any purpose other than. and shall be held in trust for the payment
of the principal and interest to become due on the Bonds. together with any applicable premium thereon:
prosidcd that any cash received from such principal or interest payments on such obligations. if not then
needed for such purpose. shall. to the extent practicable. be reinvested in Federal Securities maturing at
times and in amounts sufficient to pay when due the principal and interest to become due on such Bonds.
together with any applicable premium thereon on and prior w such redemption date or maturity date
thereof. as the case may be.
-4-
RESOLUTION NO. 154
Section 4. Description of Bonds. The Bonds shall be in the principal amount of twenty million dollars
(S20,000.000) and shall be designated Palm Desert Redevelopment Agency, Project Area No. 1, As
Amended. Tax Allocation Bonds. The Bonds may be initially issued in the form of Bearer Bonds, in the
denomination of 55,000 each, or in the form of Fully Registered Bonds, in denominations of S5,000 each or
any whole multiple thereof. Further details as to the Bonds, which may be sold and issued from time to time
in series, shall be set forth in a Supplemental Resolution, as described in Section 13 hereof.
Section 5. Interest. The Bonds shall bear interest at a rate or rates to be hereafter fixed by resolution,
but not to exceed the then maximum legal rate per annum, payable semiannually. Each such Bond shall
bear interest until the principal sum thereof has been paid: provided, however, that if, on any redemption
date, funds are available for the payment thereof in full accordance with the terms of this Resolution, such
Bonds as shall have been called for redemption and for which notice of such redemption shall have been
given, shall then cease to bear interest and the coupons for interest appertaining thereto maturing
subsequent to the redemption date shall be void. Interest coupons attached to the Bearer Bonds shall be
numbered in consecutive numerical order from one (1) upwards in the order of their respective maturities,
and each coupon shall represent six (6) months' interest on the Bearer Bond to which it is attached,
provided, however, that the coupon representing the first installment of interest due on the Bonds of a series
may be for such period as the Agency shall fix by a Supplemental Resolution.
The Fully Registered Bonds shall be numbered by the Fiscal Agent as the Fiscal Agent shall determine
and shall be dated as of the date of authentication thereof, except that Fully Registered Bonds issued upon
exchanges and transfers of Fully Registered Bonds and upon exchanges of Bearer Bonds for Fully
Registered Bonds shall be dated so that no gain or Toss of interest shall result from such exchange or
transfer. Each Fully Registered Bond shall bear interest from the interest payment date next preceding the
delivery date thereof unless such delivery date shall be an interest payment date. in which case it shall bear
interest from such date. or it is delivered prior to the first interest payment date. in which event it shall bear
interest from the date of the Bearer Bonds of its series. Interest on Fully Registered Bonds shall be paid by
the Fiscal Agent. out of the appropriate funds. by check or draft mailed to the registered owner at such
owner's address as it appears on the register kept by the Fiscal Agent at the close of business on the fifteenth
(15th) day preceding the interest payment date.
Section 6. Place of Payment. The Bonds. the interest thereon and any premiums upon the redemption
thereof prior to maturity ,hall be payable in lawful money of the United States of .America and. except for
interest on Fully Registered Bonds. which is payable by check or draft as stated above. shall be payable at
the principal office of the Fiscal Agent in Beverly Hills. California. or. at the option of the holder. at the -
office of any Paying Agent of the Agency in San Francisco. California. or New York. New York.
Section 7. Forms of Bonds, Temporary Bonds. The Bearer Bonds and the interest coupons pertaining
thereto shall be substantially in the form attached hereto and made a part hereof. marked "Exhibit .A"
("Bearer Bonds"). and the Fully Registered Bonds ,hall be substantially in the form attached hereto and
made a part hereof. marked "Exhibit B" t"Fully Registered Bond-). Such forms are hereby approved and
adopted as the forms of such Bonds. and of the . oupons and redemptions. exchange. registration and
assignment provisions pertaining thereto. with necessary or appropriate variations. omissions and insertions.
as permitted or required by this Resolution or any supplemental resolution.
.Any Bonds issued under this Resolution may be initially issued in temporary form exchangeable for
definitive Bonds when :ne same are ready for delivery The temporary Bonds may be printed. lithographed
or typewritten. shall be of such denominations as may be determined by the \eency. shall be without
coupons and may contain such reference to any of the provisions of this Resolution as may be appropriate.
Every temporary Bond shall be executed by the .Agency and be authenticated and delivered by the Fiscal
Agent upon the same conditions and in substantially the same manner as the definitive Fully Registered
Bonds. If the .Agency issues temporary Bonds. it .y ill execute and furnish definitive Bonds without delay.
and. thereupon. the temporary Bonds may be surrendered for cancellation at the Fiscal Agent for the
.Agency. in Beverly Hills. California. and the Fiscal Agent shall deliver in exchange for such temporary
Bonds an equal aggregate principal im,,unt .,t dennittye Bearer Bonds or definitive Fully Registered Bonds
-5-
0 0
RESOLUTION NO. 154
without coupons of authorized denominations of this same issue. Until so exchanged, the temporary Bonds
shall be entitled to the same benefits under this Resolution as definitive Bonds of the same issue delivered
hereunder.
Section 8. Execution of Bonds. The Bonds shall be signed on behalf of the Agency by facsimile
signature of its Chairman and by manual signature of an appropriate officer, and the seal of the Agency
shall be impressed, imprinted or reproduced thereon. The interest coupons on the Bonds shall be signed by
facsimile signature of an appropriate officer of the Agency. The foregoing officers are hereby authorized and
directed to sign the Bonds and coupons in accordance with this Section. If any Agency member or officer
whose manual or facsimile signature appears on the Bonds or coupons ceases to be such member or officer
before delivery of the Bonds, such signature is as effective as if such member had remained in office. and the
Bonds shall be as binding upon the Agency as though the person who signed the Bonds had been such officer
on the date borne by the Bonds.
Section 9. Types of Bonds, Registration and Exchange. Prior to the delivery of any Bearer Bond, all
coupons then matured and not in default shall be cancelled by the Fiscal Agent and delivered to or upon the
order of the Agency. Two forms of Bonds have been provided: (i) those which are in negotiable form.
payable to bearer with negotiable coupons ("Bearer Bonds"), and (ii) those which are issued to facilitate
registration and so are issued as Fully Registered Bonds payable to the registered owner ("Fully Registered
Bonds"), negotiable only by proper transfer of registration.
The Bearer Bonds are not registrable by endorsement. but may be exchanged for Fully Registered
Bonds as provided herein.
A Bearer Bond or Bearer Bonds may be registered by exchanging the same for a Fully Registered Bond
or Fully Registered Bonds, as the case may be. A Bearer Bond or Bearer Bonds and a Fully Registered Bond
or Fully Registered Bonds may be exchanged for a Fully Registered Bond or Fully Registered Bonds. A
Fully Registered Bond may be exchanged in whole for Bearer Bonds or in part for such Bearer Bonds and
the balance for Fully Registered Bonds. Transfer of ownership of a Fully Registered Bond or Fully
Registered Bonds shall be made by exchanging the same for a new Fully Registered Bond or Fully
Registered Bonds. All of such exchanges shall be made in such manner and upon such reasonable terms and
conditions .is may from time to time be determined and prescribed by the Agency; provided. however, no
such exchange shall be made between the fifteenth (15th) day preceding any interest payment date and such
interest payment date. Such exchanges shall be free of any costs or charges to the person. firm or
corporation requesting such exchange, except for any tax or governmental charge that may be imposed in
connection with such exchange. Each Bearer Bond issued pursuant to this Resolution shall be of the
denomination of rive thousand dollars (S5.0001. Each Fully Registered Bond issued pursuant to this
Resolution shall be of a denomination which is five thousand dollars (S5,000) or a whole multiple thereof.
hail be of the same issue. and may be of one or more interest rates and maturities.
Section 10. Bond Register. The Fiscal Agent shall keep or cause to be kept at its principal office in Los
\ngeies. California. sufficient books for the registration and transfer of the Bonds, which shall at all times
be open to inspection by the .Agency: and upon presentation for such purpose, the Fiscal Agent shall, under
,ucn reasonable regulations as it may prescribe, register or transfer. or cause to be registered or transferred.
)n such register. the Fully Registered Bonds as hereinbefore provided.
Section 11. Redemption of Bonds Prior to Maturity.
A. Terms of Redemption. The date or dates upon which all or part of the Bonds of a series may be
called for redemption before maturity (the "redemption date" or "redemption dates") and the premium, if
any. applicable thereto hall be as set forth in a Supplemental Resolution. as described in Section 13 hereof.
If less than all of the Bonds of a series outstanding are to be redeemed at any one time. the Bonds to be
redeemed shall be redeemed in inverse order of maturity. and by lot within a maturity.
B. Call for Redemption. The Agency may, and. if required by any provision of this Resolution. shall.
direct :he call and redemption prior to maturity of Bonds. which are by their terms then callable for
-6-
RESOLUTION NO. 154
redemption, by the Fiscal Agent in such amounts for which funds are available and shall give notice to the
Fiscal Agent of such redemption at least sixty (60) days prior to the redemption date.
C. Notice of Redemption. Notice of redemption prior to maturity, except as provided below, shall be
given (i) by publication at least once prior to the redemption date in a financial newspaper or journal,
printed in the English. language and customarily published on each business day, of general circulation in
New York. New York, such publication to be not less than thirty (30) nor more than sixty (60) days before
such redemption date; and (ii) by mailing such Notice to the original purchasers of the Bonds by certified
mail at the last known address or addresses of the original purchasers, or, in the case of a syndicate, to the
manager thereof, not less than thirty (30) nor more than sixty (60) days before such redemption date. If any
Bond called for redemption is a Fully Registered Bond, notice of redemption thereof shall also be mailed,
not less than thirty (30) nor more than sixty (60) days prior to the redemption date, to each registered owner
of such Bond, and a notice of redemption shall also be mailed to any other Bondholder who files his name
and address with the Fiscal Agent for the purpose of receiving such notice, but neither failure to mail such
notice nor any defect in any notice so mailed shall affect the sufficiency of the proceedings for the
redemption of any of the Bonds. The notice of redemption shall (a) state the redemption date; (b) state the
redemption price; (c) state the series, the numbers and dates of maturity of the Bonds to be redeemed;
provided, however, that whenever any call includes all of the outstanding Bonds of any maturity of a series,
the numbers of the Bonds need not be stated; (d) require that Bearer Bonds be surrendered with all interest
coupons maturing subsequent to the redemption date at the place or places of redemption; (e) state, as to
any Fully Registered Bonds redeemed in part only, the registered bond numbers and the principal portion
thereof to be redeemed: and (f) state that interest on the principal portion of the Bonds so designated for
redemption shall cease to accrue from and after such redemption date and that on such date there will
become due and payable on each of the Bonds the principal amount thereof to be redeemed. interest accrued
thereon to the redemption date and the premium thereon. if any (such premium to be specified). If. at the
time of 2iying notice of redemption. no Bonds are outstanding except Fully Registered Bonds. publication of
such notice shall be deemed to have been waived if such notice shall have been mailed by registered or
certified mail to each registered owner of such Bonds at his address as it appears on the registration books or
at such address as he may have tiled with the Fiscal Agent for that purpose.
The actual receipt by the Holder of any Bond of notice of such redemption shall not be a condition
precedent to redemption. and failure to receive such notice shall not affect the validity of the proceedings for
the redemption of such Bonds or the cessation of interest on the redemption date. Notice of redemption of
Bonds shail be given by the Fiscal .\gent for and on behalf of the Agency at the expense of the Agency.
\ certificate by the Fiscal Agent that notice of redemption has been given as herein provided shall be
conclusive as against all parties. and no Bondholder whose Bearer Bond or Fully Registered Bond is called
for redemption may object thereto or ,ioteet to the cessation of interest on the redemption date fixed by any
claim it showing that such Bunuhuider failed to actually receive such notice of call and redemption.
D Redemption Fund. Prior to the publication as above required: lit the Fiscal Agent shall establish.
maintain and hold in trust .i separate !und which is hereby created for the purpose of this Resolution entitled
Protect \rea No. I. As \mended. T.ix Allocation Bonds. Redemption Fund" (the "Redemption Fund"):
and tit t :here shall be set a'. do .n :he Redemption Fund moneys for the purpose and sufficient to redeem. at
the premiums. if any. payable as provided in this Resolution or a Supplemental Resolution. the Bonds
designated in such notice of redemption. This provision shall not apply. however. to a redemption made as
part of a plan of defeasance in accordance with Section 3.B. hereof. Such moneys must be set aside in the
Redemption Fund solely for that p urnose and shall be applied on or after the redemption date to the
payment of principal and premium. if any. of the Bonds to be redeemed upon presentation and surrender of
such Bonds and. except as to Fully Re_istered Bonds. all interest coupons maturing after the redemption
date. Any interest coupon due on ,)r prior to the redemption date shall be paid from the Special Fund upon
presentation and surrender thereto \m interest due on or prior to the redemption date upon Fully
Registered Bonds shall be p.:id :rom the Special Fund upon presentation and surrender thereof. Each Bearer
-7-
0 0
RESOLUTION NO. 154
Bond presented must have attached thereto or presented therewith all interest coupons maturing after the
redemption date.
E. Partial Redemption of Fully Registered Bonds. Upon Surrender of any Fully Registered Bond
redeemed in part only, the Agency shall execute and the Fiscal Agent shall authenticate and deliver to the
registered owner thereof, at the expense of the Agency, a new Bond or Bonds of authorized denominations
equal in aggregate principal amount to the unredeemed portion of the Fully Registered Bond surrendered
and of the same interest rate or rates and same maturity or maturities, which new Bond or Bonds may be, at
the option of the registered owner, either a Bearer Bond or Bearer Bonds with all unmatured coupons
appertaining thereto or a Fully Registered Bond or Fully Registered Bonds or in part a Bearer Bond or
Bearer Bonds and the balance a Fully Registered Bond or Fully Registered Bonds. The registered owner of
any Fully Registered Bond may, in lieu of surrendering such Bond for a new Bond, endorse on the reverse of
such Fully Registered Bond a notation of such partial redemption in such form as may be satisfactory to the
Agency and the Fiscal Agent and under such conditions as the Fiscal Agent may approve. Such partial
redemption shall be valid upon payment of the amount thereby required to be paid to such registered owner,
and the Agency and the Fiscal Agent shall be released and discharged from all liability to the extent of such
payment, irrespective of whether such endorsement shall or shall not have been made upon the reverse of
such Fully Registered Bond by such registered owner and irrespective of any error or omission in such
endorsement.
F. Effect of Redemption. Notice of redemption having been duly Riven as aforesaid, and moneys for
payment of the principal of, premiums, if any, and interest payable upon redemption of the Bonds having
been set aside in the Redemption Fund, the Bonds, or parts thereof. as the case may be, so called for
redemption shall. on the redemption date. become due and payable at the redemption price specified in such
notice. interest on the Bonds. or parts thereof. as the case may be. so called for redemption shall cease to
accrue. the coupons for interest thereon maturing subsequent to the redemption date shall be void. and the
Bonds. or parts thereof. as the case may be. shall cease to be entitled to any lien. benefit or security under
this Resolution. and the Holders of the Bonds shall have no rights in respect thereof except to receive
payment of the redemption price thereof. and. in the case of partial redemption of Fully Registered Bonds.
to also receive a new Bond or Bonds for the unredeemed balance as aforesaid.
All unpaid interest installments represented by coupons which shall have matured on or prior to the
date of redemption designated in such notice shall continue to be payable to the respective Holders thereof
but without ,ntcrest thereon.
\Il Bond,. it parts thereof. as the case may be. redeemed pursuant to the provisions of this Section and
the appurtenant Luupons. if any. shall be cancelled upon surrender thereof and delivered to. or upon the
order uf. :he \,_ency
So lone as .:ny of the Bonds or Parity Bonds herein authorized. or an'..nterest thereon. remain unpaid.
the moneys in the Redemption Fund shall be used for no purpose other than those required or permitted by
:his Resolution. any supplemental resolution. any resolution providing for :he ,ssuance of Parit} Bonds and
the Redevelopment Law.
Section 2. Funds. There is hereby created by this Resolution with the Treasurer a special trust fund
called the Project Area No. I, .As Amended. Redevelopment Fund" tthe "Redevelopment Fund").
There ;s hereby created by this Resolution with the Treasurer a speciat trust fund called the Project
•\rea \o I. As \mended. Special Fund (the "Special Fund") and there ;s hereby created in the Special
Fund the following. trust accounts: t i I the Bond Interest Payment Account. i ti i the Serial Bond Payment
Account. sill the Term Bond Sinking Fund \ccount. and tivi the Reserve \ccount.
So on a, any of the Bonds or Part Bonds herein authorized. or any interest thereon. remain unpaid.
:he none :n :he foregoing Funds and .Accounts shall be used for no purpose other than those required or
permitted by :his Resolution. any supplemental resolution. any resolution providing for the issuance of
P;:rity Bi,'ids and the Redevelopment Law
-8-
RESOLUTION NO. 154
Section 13. Supplemental Resolution, Sale of Bonds, Disposition of Bond Proceeds; Redevelopment
Fund. Whenever the Agency determines to issue all or part of the Bonds, it shall adopt a Supplemental
Resolution specifying the principal amount of such Bonds to be issued and providing for: (i) the distinctive
designation thereof, if the same are sold in series; (ii) the date which the Bearer Bonds shall bear; (iii) the
method of numbering the Bearer Bonds; (iv) the maturity dates of the Bonds; (v) the date or dates on which
all or part of the Bonds may be called for redemption prior to maturity and the premiums, if any, applicable
thereto; (vi) any restrictions upon the issuance of further series of this issue, if the Bonds are sold in series;
(vii) any other provision .respecting the Bonds not in conflict with the terms of this Resolution.
The Agency may provide by resolution for the sale of the Bonds specified in a Supplemental Resolution.
The proceeds from the sale of the Bonds shall be placed in the Redevelopment Fund, except that: (i)
accrued interest and premium, if any, paid by the purchasers of the Bonds, shall be transferred to the Fiscal
Agent and placed in the Special Fund in the Bond Interest Payment Account, (ii) there shall be deposited in
the Reserve Account in the Special Fund an amount such that the balance in such account shall equal
Maximum Annual Debt Service, as required by Section 15(d) hereof.
The moneys transferred to and placed in the Redevelopment Fund shall remain therein until from time
to time expended solely for the purpose of financing a portion of the cost of the redevelopment of Project
Area No. 1 and the territory added to the Project Area by the Amendment, and other costs related thereto,
and also including in such costs:
(a) The cost of any lawful purpose in connection with such redevelopment, including, without
limitation, those purposes authorized by Section 33445 of the Redevelopment Law; and
(b) Any costs and expenses in connection with the issuance and sale of the Bonds, and fees of the
Fiscal Agent and Paying .Agents.
If any sum remains in the Redevelopment Fund after the full accomplishment of the objects and
purposes for which the Bonds were issued, such sum shall be transferred to the Special Fund.
Section 14. Tax Revenues. The Tax Revenues are hereby allocated and irrevocably pledged to the
payment of the principal of and interest on the Bonds and all Parity Bonds as in this Resolution provided.
and until all of the Bonds and Parity Bonds, and all interest thereon, have been paid. or until moneys for that
purpose have been irrevocably set aside as provided in Section 3.B. or Section 11.F. hereof. the Tax
Revenues shall be applied solely to the payment of the Bonds and the Parity Bonds and the interest thereon
as in this Resolution provided. Such allocation and pledge is for the exclusive benefit of the Holders of the
Bonds and the Parity Bonds and shall be irrevocable.
Section 15. Special Fund. All Tax Revenues shall be deposited in the Special Fund. Without limiting
the generality of the foregoing and for the purpose of assuring that the payments referred to above will be
mace as scheduled. :ne. Tar Revenues accumulated in the Special Fund shall be used in the following
^riont.. provided. no..e.er. that to the extent that deposits have been made in any of the Accounts referred
to belo‘k from the pn,ceeus of the sale of the Bonds or otherwise, the deposits below need not be made:
(.t) &dnd Interco Payment-a<ci.unt. Deposits ,hail be made into the Bond Interest Payment
\ccount so that :he balance in. such \ccount thirty ; _0) days prior to the date of the payment of any
installment of interest on the Bonds and the Parity Bonds shall be equal to six 'hi months interest on
such then outstanding Bonds and Parity Bonds. Moneys in the Bond Interest Payment .Account shall be
used for the pa'.ment of interest on the Bonds and the Parity Bonds as the same become due. and after
such payment the \ccount shall be restored by further deposits to the required balance:
bi Serial B,,ncl Puime'nt a<<uunt. After the deposits have been made pursuant to subparagraph
iai above. deposits shall next be made into the Serial Bond Payment Account so that the balance in
such \ccount thirty ,3()) ua%s prior to the date of payment of principal is due shall equal the next
Dnnctpa) payment. )r ':ty merit.. as the case ma be. on the then outstanding serial Bonds and serial
Panty Bonds. \1one.s :n :he Serial Bond Payment \ccount shall be used ;or the Payment of the
-9-
RESOLUTION N0. 154
principal of such serial Bonds and serial Parity Bonds, as the same become due, and, after such
payment. the Account shall be restored by further deposits to the required balance.
(c) Term Bond Sinking Fund Account. Commencing on a date thirteen (13) months prior to the
first date set forth on the schedule of Minimum Sinking Fund Payments contained in the Supplemental
Resolution, after the deposits have been made pursuant to subparagraphs (a) and (b) above, if the Tax
Revenues are sufficient therefor, deposits shall next be made into the Term Bond Sinking Fund Account
so that the balance in such Account thirty (30) days prior to the .date the money in such account is
scheduled to be used shall equal the then current Minimum Sinking Fund Payment on the then
outstanding term Bonds and term Parity Bonds. Moneys in the Term Bond Sinking Fund Account shall
be used and applied by the Fiscal Agent to call and redeem the largest principal amount of outstanding
term Bonds and term Parity Bonds which can be called, including the payment of the applicable
premium thereon, with the moneys available therefor. After such use, if the Tax Revenues are sufficient
therefor, the Account shall be restored by further deposits to the required balance. Any such call and
redemption shall be made in accordance with the provisions of Section I 1 hereof and according to the
schedule or schedules provided in the supplemental resolutions relating to the Parity Bonds or in the
Supplemental Resolution. En lieu or partially in lieu of such call and redemption, moneys in the Term
Bond Sinking Fund Account may be used to purchase outstanding term Bonds and term Parity Bonds
in the manner hereinafter provided. Purchases of outstanding term Bonds and term Parity Bonds may
be made at the direction of the Agency by the Fiscal .Agent at public or private sale but only at prices,
including brokerage or other expenses. not more than the principal amount thereof plus accrued interest
plus the premium applicable at the next following call date according to the schedule or schedules
applicable thereto. and any accrued interest payable upon the purchase of term Bonds and term Parity
Bonds may be paid from the amount reserved in the Bond Interest Payment Account for the payment of
interest on the next following interest payment date.
(d) Reserve Account. .After the deposits have been made pursuant to subparagraphs (a), (b) and
(c) above. if the Tax Revenues are sufficient therefor. deposits shall next be made into the Reserve
.Account so that the balance in such Account shall equal not Tess than Maximum Annual Debt Service
on all Bonds and Parity Bonds. and the balance in such Account shall be so maintained to equal the
Maximum Annual Debt Service on all Bonds and Parity Bonds. Moneys in the Reserve Account shall
be used solely for the purpose of paying the interest and principal of the Bonds and Parity Bonds and
making Minimum Sinking Fund Payments on term Bonds or term Parity Bonds in the event that the
moneys in the Bond Interest Payment .\ccount or Serial Bond Payment .-\ccount or Term Bond Sinking
Fund .\ccount are insufficient therefor and for that purpose the Fiscal Agent shall withdraw and
transfer moneys from the Reserve Account to the appropriate Account. Moneys in the Reserve Account
may be used to pay the interest and principal of the last outstanding maturity of the Bonds and Parity
Bonds so that the Issue Bond, and Parity Bonds .gill be retired.
(el ''u Default. Surp1 s. it is the intent of this Resolution: i i) that the deposits in subparagraphs
fa) and ibi above to the Bond Interest Payment \ccount and the Serial Bond Payment Account.
respectively. shall be made as scheduled. and i ii) that the deposits in subparagraphs (c) and (d) above
to the Term Bond Sinking Fund \ccount and the Reserve Account respectively. shall be made as
scheduled. if and only if the Tax Revenues are suffiicient therefor Failure to make the required deposits
into the Term Bond Sinking Fund \ccount. as specified in subparagraph ic) above. and into the
Reserve \ccount. as specified in subparagraph id) above shall not be an event of default. if. and only if.
the Tax Revenues are insufficient therefor. Should it be necessary to defer all or part of any deposit
referred to in subparagraphs i c) and i d i above. such deferred deposits shall be cumulative and shall be
made when the Tax Revenues are sufficient to make the deposits required by subparagraphs (a) and (b)
and thereafter make the deposits required by subparagraphs tc) and id). If: (i) the above transfers have
been made so that the required amounts as or that time are in all of the above mentioned Accounts. and
)i) the Tax Revenues ;o be recce ed for the next Fiscal Year by the Agency. based upon the most
recent assessed valuation of taxable property in the Protect \rea and in the territory added to the
Protect \rea by the \mendment. except that portion of such territory within the territorial limits of the
-10-
RESOLUTION NO. 10
City of Indian Wells, furnished by the appropriate officer of the County of Riverside, are at least equal
to one hundred twenty-five percent (125%) of Maximum Annual Debt Service on all Bonds and Parity
Bonds and any loans, advances or indebtedness payable from Tax Revenues or from other sources as
provided in Section 3.A hereof on a parity with the Bonds. then the balances in the Special Fund may
be used and applied by the Agency for any lawful purpose, including without limitation, the purchase or
call and redemption of the Bonds and Parity Bonds as set forth in subparagraph (c) above. In the event
the Agency cannot meet the Maximum Annual Debt Service test above set forth, any deficiency can be
supplied by setting aside in the Reserve Account amounts being held in the other Accounts of the
Special Fund and the remaining surplus balances in the Special Fund may then be used and applied by
the Agency for any lawful purpose as stated above.
Section 16. Deposit and Investment of Moseys in Funds. Subject to the provisions of Covenant 9 of
Section 18 hereof, all moneys held by the Agency in the Redevelopment Fund and by the Fiscal Agent in the
Special Fund, except such moneys which are at the time invested, shall be held in time or demand deposits 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 bonds or other obligations which are authorized by
law as security for public deposits and are of a market value at least equal to the amount required by law.
Moneys in the Redevelopment Fund may be from time to time invested by the Agency, and moneys in
the Special Fund may, and, upon written request of the Agency shall, be invested by the Fiscal Agent as
provided by the Redevelopment Law, subject to the following restrictions:
(a) Moneys in the Redevelopment Fund shall be invested only in obligations which will by their
terms mature not later than the date the Agency estimates the moneys represented by the particular
investment will be needed for withdrawal from such Fund.
(b) Moneys in the Bond Interest Payment Account. the Serial Bond Payment Account, and the
Term Bond Sinking Fund Account of the Special Fund shall be invested only in obligations which will
by their terms mature on such dates as to insure that before each interest payment date there will be in
such Accounts, from matured obligations and other moneys already in such Accounts. cash equal to the
interest and principal payable on such date. Moneys in the Reserve Account of the Special Fund shall
be invested only in marketable obligations which will by their terms mature in not more than five (5)
years.
Obligations purchased as an investment of moneys in any of such Funds or the Accounts therein shall
be deemed at all times to be a part of such Fund or Account and the interest accruing thereon and any gain
realized from such investment shall be credited to such Fund or .Account and any loss resulting from any
such authorized investment shall be charged to such Fund or Account without liability to the .Agency or the
members and officers thereof or to the Fiscal Agent. The Agency or the Fiscal Agent. as the case may be.
shall sell at the best price obtainable or present for redemption any obligation so purchased whenever it shall
be necessary to do so in order to provide moneys to meet any payment or transfer from such Fund or
Account as required by this Resolution. For the purpose of determining at any given time the balance in any
such Fund or Account. any such investment constituting a part of such Fund or Account shall be valued at
the then estimated or appraised market value or redemption value of such investment. whichever is less.
Whenever reference is made to sums or moneys :n a particular fund or account. or words of similar
import are used. such reference shall include. ‘►ithout limitation. investments in such Lund or account.
Section 17 Issuance of Parity Bonds. If at any time the Agency determines that q \Fill not have
sufficient money available from the sale of the Bonds and other sources to pay the costs of the redevelopment
of the Project Area or the territory added to the Project Area by the Amendment. or if the Agency
determines to issue refunding bonds the Agency may provide for the issuance of. and sell. Panty Bonds in
such principal amount as it estimates will be needed for such purpose. The issuance and sale of any Parity
Bonds shall be subject to the following conditions precedent:
(a) The .Agency shall be :n compliance with ail .:ovenants set forth in this Resolution.
-11-
0 0
RESOLUTION NO. 154
(b) Tax Revenues, excluding State subventions. received or to be received by the Agency,
commencing on the date of issuance of such Parity Bonds, based upon the most recent equalized roll of
taxable property in the Project Area and in the territory added to the Project Area by the Amendment,
except that portion of such territory within the territorial limits of the City of Indian Wells, shall be at
least equal to one hundred ten percent (110%) of the Maximum Annual Debt Service on all Bonds,
Parity Bonds and any loans, advances or indebtedness payable from Tax Revenues on a parity with the
Bonds pursuant to Section 33670 of the Redevelopment Law, which will be outstanding following the
issuance of such Parity Bonds.
(c) The resolution providing for such Parity Bonds shall require that from the proceeds of the sale
thereof or from other legally available funds there shall be deposited in the Reserve Account in the
Special Fund an amount such that the balance in such Account shall equal the Maximum Annual Debt
Service.
(d) The Parity Bonds shall be serial Bonds or term Bonds, or both, and the interest thereon shall
be payable semiannually on the same dates as interest on the Bonds is payable.
Section 18. Coveaants of the Agency. As long as the Bonds are outstanding and upaid, the Agency
shall, through its proper members, officers, agents or employees, faithfully perform and abide by all of the
covenants, undertakings and provisions contained in this Resolution or in any Bond issued hereunder,
including the following Covenants and agreements for the benefit of the Bondholders which are necessary,
convenient and desirable to secure the Bonds and will tend to make the Bonds more marketable; provided,
however, that such Covenants do not require the Agency to expend any funds other than the Tax Revenues:
Covenant 1. Complete Redevelopment Project; Amendment to Redevelopment Plan. The Agency
covenants and agrees that it will diligently carry out and continue to completion. with all practicable
dispatch. the redevelopment of the Project Area and the territory added to the Project Area by the
Amendment in accordance with its duty to do so under and in accordance with the Redevelopment
Law, the Redevelopment Plan and the Amendment and in a sound and economical manner. The
Redevelopment Plan may be amended as provided in the Redevelopment Law. but no amendment shall
be made which would substantially impair the security of the Bonds or the rights of the Bondholders.
unless accompanied by a certificate or opinion of an Independent Financial Consultant employed by the
Agency to the effect that such amendment would not so impair the security of the Bonds or the rights of
the Bondholders.
Covenant 2. Use of Proceeds; Management and Operation of Properties. The Agency covenants
and agrees that the proceeds of the sale of the Bonds will be deposited and used as provided in this
Resolution and that it will cause all properties owned by it and comprising any part of the Project Area
and the territory added to the Project :\rea by the Amendment to be managed and operated in a sound
and businesslike manner.
Covenant 3. .Vo Priority. The .Agency covenants and agrees that it will not issue any obligations
payable. principal or interest. from the Tax Revenues which have. or purport to have. any lien upon the
Tax Revenues prior or superior to the lien of the Bonds herein authorized and the interest coupons
pertaining thereto. Except as permitted in Section I - hereof. the Agency will not issue any obligations
payable. principal or interest. from the Tax Revenues. which have. or purport to have. any lien upon the
Tax Revenues on a panty with the Bonds herein authorized and the interest coupons pertaining thereto:
provided. however. that nothing in this Resolution shall prevent the Agency (i) from issuing and selling
pursuant to law refunding bonds or other refunding obligations payable from and having any lawful
lien upon the Tax Revenues. if such refunding bonds or other refunding obligations are issued for the
purpose of. and are sufficient for the purpose of, refunding all of the outstanding Bonds authorized by
this Resolution, or all outstanding Bonds of any series of such Bonds which may have been sold and
issued from time to time or (ii) from issuing and selline•or assuming the liability for payment of. bonds
or other obligations which have. or purport to have. any lien upon the the Tax Revenues which is junior
to the Bonds herein authorized and the interest coupons pertaining thereto. or t iii 1 from issuing and
selling bonds or other obligations which are payable from sources other than the Tax Revenues.
-12-
RESOLUTION NO. 1C
Covenant 4. Punctual Payment. The Agency covenants and agrees that it will duly and punctu-
ally pay or cause to be paid the principal of and interest on each of the Bonds issued hereunder on the
date, at the place and in the manner provided in the Bonds and the interest coupons appertaining
thereto. all as provided herein.
Covenant 5. Payment of Taxes and Other Charges. The Agency covenants and agrees that it will
from time to time pay and discharge, or cause to be paid and discharged, all payments in lieu of taxes,
service charges, assessments or other governmental charges which may lawfully be imposed upon the
Agency or any of the properties then owned by it in the Project Area or in the territory added to the
Project Area by the Amendment, or upon the revenues and income therefrom, and will pay all lawful
claims for labor, material and supplies which if unpaid might become a lien or charge upon any of such
properties, revenues or income or which might impair the security of the Bonds or the use of Tax
Revenues or other legally available funds to pay the principal of and interest thereon, all to the end that
the priority and security of the Bonds shall be preserved; provided that nothing in this Covenant shall
require the Agency to make any such payment so long as the Agency in good faith shall contest the
validity thereof.
Covenant 6. Books and Accounts; Financial Statements. The Agency covenants and agrees that
it will at all times keep, or cause to be kept, proper and current books and accounts, separate from all
other records and accounts, in which complete and accurate entries shall be made of all transactions
relating to the redevelopment of the Project Area and the territory added to the Project Area by the
Amendment and the Tax Revenues and other funds relating to such redevelopment, and will prepare
within one hundred twenty (120) days after the close of each of its Fiscal Years a complete financial
statement or statements for such year in reasonable detail covering such redevelopment. the Tax
Revenues and other funds. certified by a certified public accountant or firm of certified public
accountants selected by the Agency, and will furnish a copy of such statement or statements to any
Bondholder upon written request.
Covenant 7. Eminent Domain Proceeds. The Agency covenants and agrees that if all or any part
of the Project Area or in the territory added to the Project .Area by the .Amendment should be taken
from the Agency by eminent domain proceedings or other proceedings authorized by law for any public
or other use under which the property will be tax exempt. the net proceeds realized by the Agency
therefrom shall be deposited in the Special Fund and used and applied for the purpose of paying
principal of and interest on the Bonds as in this Resolution provided.
Covenant 8. Disposition of Property. The Agency covenants and agrees that it will not dispose of
more than ten percent (10%) of the land area in the Project Area and the territory added to the Project
Area by the Amendment. except property shown in the Redevelopment Plan and the Amendment in
effect on the date this Resolution is adopted as planned for public use. or property to be used for public
streets. public off street parking. sewage facilities. parkine easements or rights of way for public
utilities. or other similar uses. to public bodies or other persons or entities whose property is tax exempt,
if as a result of such disposition the security of the Bonds or the rights of Bondholders would be
substantially impaired. unless accompanied by a certificate or opinion of an Independent Financial
Consultant employed by the :Agency to the effect that such disposition would not so impair the security
of the Bonds or the rights of the Bondholders.
Covenant 9. Protection of Security and Rights of Bondholders: .\u Arbitrage. The Agency
covenants and agrees to preserve and protect the security of the Bonds and the rights of the
Bondholders and defend their rights under all claims and demands of all persons. The Agency
covenants and agrees to contest by court action or otherwise any assertion by the United States of
America or any department or agency thereof that the interest received by the Bondholders is taxable
under federal income tax laws in effect on the date of issuance. The .Agency covenants and agrees to
take no action which. in the opinion of counsel. would result in the interest received by the Bondholders
becoming taxable under federal income tax laws. .Any opinion of such counsel may be based upon.
insofar as it relates to factual matters. information which is in the possession of the \gency as shown by
-13-
0 0
RESOLUTION NO. 154
a certificate or opinion of, or representation by, an officer or officers of the Agency, unless such counsel
knows, or in the exercise of reasonable care should have known, that the certificate or opinion or
representation with respect to the matters upon which his opinion may be based, as aforesaid, is
erroneous. As used herein, "opinion of counsel" means a written opinion of an attorney or firm of
attorneys of favorable reputation in the field 'of municipal bond law. The Agency hereby covenants to
the purchasers of the Bonds that it will make no use of the proceeds of the Bonds at any time during the
term thereof which would cause the Bonds to be "arbitrage bonds" within the meaning of that term
under Section 103(c) of the United States Internal Revenue Code of 1954, as amended, and applicable
regulations adopted thereunder by the Internal Revenue Service, and the Agency hereby assumes the
obligation to comply with such Section 103(c) and such regulations throughout the term of the Bonds.
Section 19. Taxation of Leased Property. Whenever any property in the Project Area or the territory
added to the Project Area by the Amendment has been redeveloped and thereafter is leased by the Agency
to any person or persons, other than a public agency, or whenever the Agency leases real property in the
Project Area or such territory to any person or persons, other than a public agency, for redevelopment, the
property shall be assessed and taxed in the same manner as privately owned property. as required by Section
33673 of the Redevelopment Law, and the lease or contract shall provide (i) that the lessee shall pay taxes
upon the assessed value of the entire property and not merely upon the assessed value of the lessee's
leasehold interest, and (ii) that if for any reason the taxes levied on such property in any year during the
term of the lease or contract are less than the taxes which would have been levied if the entire property had
been assessed and taxed in the same manner as privately owned property, the lessee shall pay such difference
to the Agency within thirty days after the taxes for such year become payable to the taxing agencies and in
no event later than the delinquency date of such taxes established by law. All such payments shall be treated
as Tax Revenues and when received by the Agency shall be deposited in the Special Fund.
Section 20. Fiscal Agent and Paving Agents. The Agency hereby appoints City National Bank as
Fiscal Agent to act as the agent. trustee and depositary of the Agency for the purpose of receiving Tax
Revenues and other funds in trust as provided in this Resolution. to hold. allocate. use and apply such Tax
Revenues and other funds in trust as provided in this Resolution. and to perform such other duties and
powers of the Fiscal Agent as are prescribed in this Resolution.
The Agency may remove the Fiscal Agent initially appointed or anv successor thereto. and in such case
shall forthwith appoint a successor thereto: but anv successor shall be a bank or trust company doing
business and having an office in Los Angeles. California. having a combined capital and surplus of at least
fifty million dollars S50.000.000). The Fiscal Agent herein appointed or any substituted Fiscal Agent may
at anv time resign as such by a writing tiled with the Agency. in which event the Agency shall forthwith
appoint a substitute Fiscal Agent and the resignation shall become effective upon such ,appointment. In the
event that the Fiscal Agent or any successor becomes incapable of acting as such. the Agency shall forthwith
appoint a substitute Fiscal Agent. Any bank or trust company into which the Fiscal Agent may be merged
or with which it may be consolidated shall become the Fiscal Agent without action of the Agency. The
Fiscal .Agent may become the owner of any of the Bonds authorized by this Resolution or any of the coupons
appurtenant thereto ‘v+th the same rights it would have had if it were not a Fiscal Agent.
The Fiscal Agent ,haul have no duty or obligation whatsoever to enforce the collection of or to exercise
diligence in the enforcement of the collection of funds assigned to it hereunder. or as to the correctness of
anv amounts received. but its liability shall be limited to the proper accounting for such funds as it shall
actually receive.
The recitals of fact and all promises. covenants and agreements herein and in the Bonds shall be taken
as statements. promises. covenants and agreements of the .Agency. and the Fiscal Agent assumes no
responsibility for the correctness of the same and makes no representations as to the validity or sufficiency of
this Resolution or of the Bonds or coupons. and shall incur no responsibility in respect thereof. other than in
connection with the duties or obligations herein or in the Bonds assigned to or imposed upon the Fiscal
Agent. .The Fiscal Agent shall not be liable in connection with the performance of its duties hereunder,
except for its own negligence or detauit.
-14-
0
RESOLUTION NO, 154
The Agency shall. during the life of the Bonds, provide for a Paying Agent in New York. New York. at
the office of which the Bonds and coupons are payable at the option of the Holder.
Section 21. Lost, Stolen, Destroyed or Mutilated Bonds or Coupons. In the event that any Bond or any
interest coupon appertaining thereto is lost, stolen, destroyed or mutilated, the Agent will cause to be issued
a new Bond or coupon similar to the original to replace the same in such manner and upon such reasonable
terms and conditions, including the payment of costs and the posting of a surety bond if the Agency deems
such surety bond necessary, as may from time to time be determined and prescribed by resolution. The
Agency may authorize such new Bond or coupon or coupons to be signed and authenticated in such manner
as it determines in such resolution.
Section 22. Cancellation of Bonds. All Bonds and coupons surrendered to the Fiscal Agent or any
Paying Agent for payment shall upon payment therefor be cancelled immediately and forthwith transmitted
to the Treasurer of the Agency. Any Bonds purchased by the Fiscal Agent as aforesaid together with all
unpaid interest coupons appertaining thereto shall be cancelled immediately and forthwith transmitted to
the Treasurer of the Agency. All of the cancelled Bonds and interest coupons shall remain in the custody of
the Treasurer of the Agency until destroyed pursuant to due authorization.
Section 23. Amendments. This Resolution, and the rights and obligations of the Agency and of the
holders of the Bonds and coupons issued hereunder, may be modified or amended at any time by
supplemental resolution adopted by the Agency: (i) without the consent of Bondholders, if such modification
or amendment is for the purpose of curing any ambiguities. defects or inconsistent provisions in this
Resolution or to insert such provisions clarifying matters or questions arising under this Resolution as are
necessary and desirable to accomplish the same. provided that such modifications or amendments do not
adversely affect the rights of the Bondholders and such modifications or amendments are accompanied by an
opinion to that effect of counsel employed by the Agency. or (ii) except as provided below. any other
modification or amendment with the consent of Bondholders holding sixty percent (60%) in aggregate
principal amount of the outstanding Bonds. exclusive of Bonds. if any. owned by the Agency or the City. and
obtained as hereinafter set forth: provided. however. that no such modification or amendment shall. without
the express consent of the Holder or registered owner of the Bond affected. reduce the principal amount of
any Bond. reduce the Interest rate payable thereon. extend Its maturity or the times for paying interest
thereon. or the terms or conditions for the redemption thereof from the Term Bond Sinking Fund Account.
change the monetary medium in which principal and interest is payable. or reduce the percentage of consent
required for amendment or modification.
Any act done pursuant to a modification or amendment pursuant to this Section 23 shall be binding
upon the Holders of all of the Bonds and interest coupons. whether such coupons be attached to Bonds or
detached therefrom. and shall not be deemed an infringement of any of the provisions of this Resolution or
•.)r the Redevelopment Lays. •.yhatever the character of such act may be. and may be done and performed as
•wiy and freely as if express.y permitted by the terms of tnis Resolution. and after such consent relating to
such specified matters has been given. no Bondholder or holder it any interest coupon. whether attached to a
Bond or detached therefrom. shall have any right or interest :o object to such action or in any manner to
a.uestion the propriety thereof or to enjoin or restrain the \__ency or any punter thereof from taking any
action pursuant :hereto.
C�/r%11;� ;j„rl.!%I,il:c'7'• Veering If the 2esire to ,1C1.., . .ny such •consent It shall dilly
adopt a resolution calling a meeting of Bondholders for the purpose of considering the action. the consent to
v. hich is desired.
B .\ /rr<<' or tfeet:nr `once specifying :he purpose. place. date ant ;;our of such meeting shall be
published once in a financial newspaper or journal of national circulation published in New York. \ew
York. such publ:eation to be not less than sixty Inc)) days and not more than ninety 190) days prior to :he
date fixed for :he -.see:ing Such notice shall set forth the nature of the proposed action. consent to yyhleh u
desired. If any ,I the Bonds shall be so registered as to be payable otner\\isc ,nun to bearer. the \gene•. hall
on or before the publication of such notice cause to be mailed a similar notice. postage prepaid. to the
respective registered )\\ners thereof at their addresses appearing on :he p0no register in the hands .,f •he
-15-
RESOLUTION NO. 154
Fiscal Agent. Notice by the Agency shall also be mailed to each Bondholder who has filed his name and
address with the Fiscal Agent for this purpose. The place, date and hour of holding such meeting and the
date or dates of publishing and mailing such notice shall be determined by the Agency in its discretion.
The actual receipt by any Bondholder of notice of any such meeting shall not be a condition precedent
to the holding of such meeting, and failure to receive such notice shall not affect the validity of the
proceedings thereat. A certificate by the Secretary of the Agency, approved by resolution of the Agency,
that the meeting has been called and that notice thereof has been given as herein provided shall be
conclusive as against all parties and it shall not be open to any Bondholder to show that he failed to receive
actual notice of such meeting.
C. Voting Qualifications. Bondholders may, prior to any such meeting, deliver their bonds to the
Fiscal Agent and shall thereupon be entitled to receive an appropriate receipt for the Bonds so deposited,
calling for the redelivery of such Bonds at any time after the meeting. The Fiscal Agent shall prepare and
deliver to the chairman of the meeting a list of the names and addresses of the registered owners of Bonds,
with a statement of the maturities and serial numbers of the Bonds held and deposited by each of such
Bondholders, and no Bondholders shall be entitled to vote at such meeting unless their names appear upon
such list or unless they shall present their Bonds at the meeting or a certificate of deposit thereof,
satisfactory to the Agency, executed by a bank or trust company. No Bondholders shall be permitted to vote
with respect to a larger aggregate principal amount of Bonds than is set against their names on such list,
unless they shall produce the Bonds upon which they desire to vote or a certificate of deposit thereof as
above provided.
D. Issuer -Owned Bonds. The Agency covenants that it will present at the meeting a certificate, signed
and verified by one member thereof and by the Treasurer of the Agency, stating the maturities and serial
number of all Bonds owned by, or held for account of, the Agency or the City, directly or indirectly. No
person shall be permitted at the meeting to vote or consent with respect to any Bond appearing upon such
certificate. or any Bond which it shall be established at or prior to the meeting is owned by the Agency or the
City. directly or indirectly. and no such Bond tin this Resolution referred to as "issuer -owned Bond") shall
be counted in determining whether a quorum is present at the meeting.
E. Quorum and Procedure. A representation of at least sixty percent (60`7) in aggregate principal
amount of the Bonds then outstanding, exclusive of issuer -owned Bonds. if any. shall be necessary to
constitute a quorum at any meeting of Bondholders. but a majority of those present may adjourn the
meeting from time to time, and the meeting may be held as so adjourned without further notice. whether
such adjournment shall have been had by a quorum or by less than a quorum. The Agency shall, by an
instrument in writing, appoint a temporary chairman of the meeting, and the meeting shall be organized by
the election of a permanent chairman and secretary. At any meeting each Bondholder shall be entitled to
one vote for every S5.000 principal amount of Bonds with respect to which he shall be entitled to vote as
aforesaid. and such vote may be given in person or by proxy duly appointed by an instrument in writing
presented at the meeting. The .agency. by its duly authorized representative. may attend any meeting of the
Bondholders. but shall not be required to do so.
F Vote Required. .At any such meeting held as aforesaid there shall be submitted for the consideration
and action of the Bondholders a statement of the proposed action. consent to which is desired. and if such
action shall be consented to and approved by Bondholders holding at least sixty percent (60"11 in aggregate
principal amount of the Bonds then outstanding. exclusive of issuer -owned Bonds. the chairman and
secretary of the meeting ,hall so Lertify in writing to the :Agency. and such certificate shall constitute
complete evidence of consent of Bondholders under the provisions of this Resolution. A certificate signed
and verified by the chairman and the secretary of any such meeting shall be conclusive evidence and the only
competent evidence of matters stated in such certificate relating to proceedings taken at such meeting.
Section 24 Proceedings Constitute Contract. The.provisions of this Resolution. of any Supplemental
Resolution. of :he resolutions providing for the sale of the Bonds and awarding the Bonds and fixing the
interest rate thereon. and of any other resolution supplementing or amending this Resolution. shall
constitute a contract between the Agency and the Bondholders and the provisions thereof shall be
-16-
eN
RESOLUTION NO. 154
enforceable by any Bondholder for the equal benefit and protection of all Bondholders similarly situated by
mandamus. accounting, mandatory injunction or any other suit, action or proceeding at law or in equity that
is now or may hereafter be authorized under the laws of the State of California in any court of competent
jurisdiction. This contract is made under and is to be construed in accordance with the laws of the State of
California.
No remedy conferred hereby upon any Bondholder is intended to be exclusive of any other remedy, but
each remedy is cumulative and in addition to every other remedy and may be exercised without exhausting
and without regard to any other remedy conferred by the Redevelopment Law or any other law of the State
of California. No waiver of any default or breach of duty or contract by any Bondholder shall affect any
subsequent default or breach of duty or contractor shall impair any rights or remedies on such subsequent
default or breach. No delay or omission of any Bondholder to exercise any right or power accruing upon any
default shall impair any such right or power or shall be construed as a waiver of any such default or
acquiescence therein. Every substantive right and every remedy conferred upon the Bondholders may be
enforced and exercised as often as may be deemed expedient. In case any suit, action or proceeding to
enforce any right or exercise any remedy shall be brought or taken, and should such suit, action or
proceeding be abandoned or be determined adversely to the Bondholders, then, and in every such case, the
Agency and the Bondholders shall be restored to their former positions, rights and remedies as if such suit,
action or proceeding had not been brought or taken.
After the issuance and delivery of the Bonds, this Resolution, any Supplemental Resolution and any
other supplementary resolutions thereto shall be irrepealable, but shall be subject to modification or
amendment to the extent and in the manner provided in this Resolution, but to no greater extent and in no
other manner.
CUSIP identification numbers will be imprinted on the Bonds, but such numbers shall not constitute a
part of the contract evidenced by the Bonds and no liability shall hereafter attach to the Agency or any of
the officers or agents thereof because of or on account of such numbers. Any error or omission with respect
to such numbers shall not constitute cause for refusal by the successful bidder to accept delivery of and pay
for the Bonds.
Section 25. Seyerabiiity. If any covenant. agreement or provision. or any portion thereof contained in
this Resolution. or the application thereof to any person or circumstance. is held to be unconstitutional,
invalid or unenforceable, the remainder of this Resolution and the application of any such covenant,
agreement or provision. or portion thereof. to other persons or circumstances. shall be deemed severable and
.hall not be affected, and this Resolution and the Bonds issued pursuant hereto shall remain valid and the
Bondholders shall retain all valid rights and benefits accorded to them under this Resolution and the
Constitution and laws of the State of California. If the provisions relating to the appointment and duties of a
Fiscal went are held to be unconstitutional. invalid or unenforceable. such duties shall be performed by the
Treasurer or. the Agency.
-17-
0
RESOLUTION NO. 154
Section 26. Effective Date. This Resolution shall become effective upon its adoption.
PASSED, ADOPTED AND APPROVED this 19 day of August, 1982.
S. ROY WILS
Chairman
ATTEST:
SHEILA R. GILLIGAN
Secretary
(Seal)
AYES: Newbrander, Puluqi, Snyder & Wilson
NOES: None
ABSENT: McPherson
ABSTAIN: None
0
RESOLUTION NO. 154
EXHIBIT A
[FORM OF BEARER BOND]
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
COUNTY OF RIVERSIDE
CITY OF PALM DESERT
PALM DESERT REDEVELOPMENT AGENCY
PROJECT AREA NO. 1, AS AMENDED •
TAX ALLOCATION BOND, ISSUE OF 19
No.
S5,000
The PALM DESERT REDEVELOPMENT AGENCY (the "Agency"), a public body, corporate and
politic, duly organized and existing under the laws of the State of California, for value received, hereby
promises to pay, but solely from the funds hereinafter mentioned, to the bearer hereof, on
upon presentation and surrender of this Bond, the sum of FIVE THOUSAND
DOLLARS (S5.000), with interest thereon (payable solely from such funds) from the date hereof at
the rate of ....% per annum, interest payable semiannually on and of each and every year
until this Bond is paid, upon presentation and surrender of the respective interest coupons hereto
attached: provided. however, that if at the maturity date of this Bond funds are available for payment
thereof. as provided in the Resolution hereinafter mentioned. this Bond shall then cease to bear interest
Both principal and interest and any premium upon the redemption prior to maturity are payable in
lawful money of the United States of America at
Fiscal Agent for the Agency. in Los Angeles. California. or. at the option of the Holder hereof. at the
office of any Paying \gent of the Agency in New York. New York.
This Bond. the interest hereon and any premium due upon the redemption of this Bond prior to
maturity are not a debt of the City of Palm Desert. the State of California or any of its political
subdivisions, and neither such City. such State nor any of its political subdivisions is liable hereon, nor
in any event ,hall this Bond, the interest or premium. if any, be payable out of any funds or properties
other than the funds of the Agency as set forth in the Resolution hereinafter mentioned. This Bond does
not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or
restriction. Neither the members of the Agency nor any persons executing this Bond are liable
personally on this Bond by reason of its issuance.
This Bend i, one of a duly authorized is.,ue of Bonds of the .Agency designated "Palm Desert
Redei..::L,rm.ent A_ency. Project Area ` ' \, -Amended. Tax Allocation Bonds. Issue of
thereinafter Bailed the "Bonds"). in a_=are_ate principal amount of S all of like tenor. except for
dates of-naturiry. bond numbers and interest rates. and all of which have been issued pursuant to and
:.)r.r'nrmity with the Constitution .end iayys of the State of California and particularly the
Community Redevelopment Law. California Health and Safety Code Sections 33000, et seq., for
corporate purposes of :he -Agency, in aiding ,n the tinancine of the redevelopment Project Area above
designated. and are authorized by and issueo pursuant to Resolution `os. adopted by the .Agency
on i such Resolution Nos .... being hereinafter collectively referred to as the "Resolution").
and ail the Bonds are equally secured in accordance with the terms of the Resolution. reference to
which is hereby made for a specific description of the security therein provided for the Bonds. for the
nature. extent and manner of enforcement of such security, for the covenants and agreements made for
the benefit of the Bondholders, and for a statement of the rights of the Bondholders, and by acceptance
of this Bond the Holder hereof and of the coupons attached hereto assents to all of the terms. conditions
and provisions of the Resolution. In the manner provided in the Resolution. the Resolution and the
-19-
(0)
RESOLUTION NO. 154
rights and obligations of the Agency and of the Holders of the Bonds and coupons may, with certain
exceptions as stated in the Resolution be modified or amended with the consent of the Holders of sixty
percent (60%) in aggregate principal amount of outstanding Bonds. exclusive of issuer -owned Bonds.
unless modification or amendment is for the purpose of curing ambiguities, defects, etc., in which case
no Bondholder's consent is required.
The principal of this Bond and the interest hereon are secured by an irrevocable pledge of, and are
payable solely from, the Tax Revenues, as such term is defined in the Resolution, and certain other
funds, all as more particularly set forth in the Resolution. The Resolution is adopted under and this
Bond is issued under and is to be construed in accordance with the laws of the State of California.
The outstanding Bonds maturing on or after , may be called before maturity and
redeemed at the option of the Agency, in whole from the proceeds of refunding bonds, or in whole or in
part from any other source of funds, on , or on any interest payment date thereafter prior
to maturity (the "redemption date"). If less than all of the Bonds outstanding are to be redeemed at
any one time, the Bonds to be redeemed shall be redeemed in inverse order of maturity and by lot
within a maturity.
Bonds called for redemption shall be redeemed at a redemption price for each redeemed Bond
equal to the principal amount thereof, plus accreted interest to the redemption date, plus the following
premium, which is percentage of principal amount, if redeemed on a redemption date in the following
years:
PREMIUMS AND REDEMPTION YEARS FOR OPTIONAL CALL
Rdowption
Premium Year
Notice of call and redemption prior to maturity shall be given as provided in the Resolution. Notice of
any redemption shall be published in a financial newspaper or journal. printed in the English language
and customarily published on each business day. of general circulation in New York. New York. as
provided in the Resolution Such notice shall also be mailed to the original purchaser of the Bonds. or in
the case of a syndicate. to the manager thereof. and the holders of any registered Bonds. but will not be
marled to the holders of coupon Bonds ;n bearer form. except that notice .hall also be mailed to any
other Bondholder who files his name and address with the Fiscal .Agent for the purpose of receiving
such notice.
The actual receipt by the Holder of any Bond of notice of such redemption ,hail not be a condition
precedent to redemption. and failure to receive such notice shall not affect :he validity of the
proceedings for the redemption of such Bonds or the cessation of interest on the redemption date.
This Bond and the coupons hereto attached are negotiable instruments and shall be negotiable by
delivery This Bond. issued in the form of a bearer bond and sometimes referred to as a "Bearer Bond".
is not registrable by endorsement but may be exchanged for a Fully Registered Bond as provided in the
-20-
RESOLUTION NO. 154
Resolution. Fully Registered Bonds may be exchanged for a like aggregate principal amount of Bearer
Bonds of the same issue, bearing all unmatured coupons, or for a like aggregate principal amount of
Fully Registered Bonds of other authorized denominations, or in part for Bearer Bonds and the balance
for Fully Registered Bonds of the same issue, and Bearer Bonds bearing all unmatured coupons may be
exchanged for a like aggregate principal amount of Fully Registered Bonds of authorized denomina-
tions of the same issue, all as more fully set forth in the Resolution; provided, however, no such
exchange shall be made between the fifteenth (15th) day preceding any interest payment date and such
interest payment date. Such exchange shall be free of any costs or charges to the person, firm or
corporation requesting such exchange, except for any tax or governmental charge that may be imposed
in connection with such exchange.
It is hereby recited, certified and declared that any and all acts, conditions and things required to
exist, to happen and to be performed precedent to and in the issuance of this Bond exist, have happened
and have been performed in due time, form and manner as required by the Constitution and laws of the
State of California.
IN WITNESS WHEREOF, the Palm Desert Redevelopment Agency has caused this Bond to be signed
on its behalf by the facsimile signature of its Chairman and by the manual signature of its Secretary,
and the seal of the Agency to be imprinted hereon, and the interest coupons hereto attached to be
signed by the facsimile signature of its Treasurer and this Bond to be dated as of the day of
[SEAL]
ICot_ PoN FORM
Chairman of the Palm Desert
Redevelopment Agency
Treasurer of the Palm Desert
Redevelopment Agency
On the first day of I9
the PALM DESERT REDEyELOPMENT .AGE`i'1 '.gill pay to bearer, at the Fiscal
Agent for the Agency. in Los Angeles. California. or at the option of the Holder Coupon No.
hereof. at the office of any Paying Agent of the Agency in New York. New York.
solely out of the funds mentioned in the Bond to which this coupon is attached. the
sum shown hereon in lawful money of the United States of America. being the
interest then due on its PALM DESERT REDE' FLOP'1E`T AGENCY. PROJECT .AREA S
NU. 1. As AMENDED. TA\ .ALLU.;TION BOND, ISSCE OF 19 ...,
dated
Treasurer ut the P.ilm Deer.
Redevelopment Agency
-21-
No
RESOLUTION NO, 154
FULLY
EXHIBIT B
[FORM OF FULLY REGISTERED BOND]
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
COUNTY OF RIVERSIDE
CITY OF PALM DESERT
PALM DESERT REDEVELOPMENT AGENCY
PROJECT AREA NO. 1 AS AMENDED
TAX ALLOCATION BOND, ISSUE OF
REGISTERED BOND
No. R-
The PALM DESERT REDEVELOPMENT AGENCY (the "Agency"), a public body, corporate and
politic. duly organized and existing under the laws of the State of California, for value received, hereby
promises to pay, but solely from the fund hereinafter mentioned. to
or registered assigns, herein sometimes referred to as "registered owners", subject to
the right of prior redemption hereinafter mentioned. the principal sum of
Dollars (S ). being Bonds maturing as follows:
Maturity
Date
Amount
Interest Maturity
Rate Date
Amount
Interest
Rate
and to pay such registered owner by check or draft mailed thereto. at such owner's address as it appears
on the register kept by the Fiscal .Aeent .it the close of business on the fifteenth day preceding the
interest payment date. interest on such principal sum from the interest payment date next preceding the
date hereof. unless the date hereof is prior to :n which event from
until the principal hereon shall have been paid or provided for in accordance with the Resolution
hereinafter referred to. at the rate or rates above indicated. payable semiannually on and
in each year Both principal and interest and any premium upon the redemption prior to
maturity of all or part hereof are payable in lawful money of the L nited States of America. and except
for :nterest Vnich is payable by check or draft as stated above. arc payable at
Fiscal Agent for the Agency. in Los Angeles or San Francisco,
California. or. at the option of the Holder hereof. at the office of any Paying Agent of the .Agency to
\eye York. \ew York.
This Bond. the interest hereon and any premium due upon the redemption of this Bond prior to
maturity are not a debt of the City of Palm Desert. the State of California or any of its political
ubdiytswns and neither such City. such State nor any of its political subdivisions is liable hereon. nor in
any event shall this Bond. the interest or premium. if any. be payable out of any funds or properties
other than the funds of the Iteenc% as set forth in the Resolution herematter mentioned. This Bond does
not constitute an indebtedness within the meanine of any constitutional or statutory debt limitation or
-22-
RESOLUTION NO. 154
restriction. Neither the members of the Agency nor any persons executing this Bond are liable
personally on this Bond by reason of its issuance.
This Bond is one of a duly authorized issue of Bonds of the Agency designated "Palm Desert
Redevelopment Agency, Project Area No. 1. As Amended, Tax Allocation Bonds, Issue of " (the
"Bonds") in aggregate principal amount of S all of like tenor, except for dates of maturity,
bond numbers and interest rates, and all of which have been issued pursuant to and in full conformity
with the Constitution and laws of the State of California and particularly the Community Redevelop-
ment Law, California Health and Safety Code Sections 33000. et seq., for the corporate purposes of the
Agency in aiding in the financing of the redevelopment of the Project Area above designated. and are
authorized by and issued pursuant to Resolution Nosadopted by the Agency on
(such Resolution Nos. herein collectively referred to as the "Resolution"), and all of the
Bonds are equally secured in accordance with the terms of the Resolution, reference to which is hereby
made for a specific description of the security therein provided for the Bonds. for the nature, extent and
manner of enforcement of such security, for the covenants and agreements made for the benefit of the
Bondholders, and for a statement of the rights of the Bondholders, and by the acceptance of this Bond
the registered owner hereof assents to all of the terms, conditions and provisions of the Resolution. In
the manner provided in the Resolution, the Resolution and the rights and obligations of the Agency and
of the Bondholders may, with certain exceptions as stated in the Resolution, be modified or amended
with the consent of the Holders of sixty percent (60%) in aggregate principal amount of outstanding
Bonds, exclusive of issuer -owned Bonds, unless modification or amendment is for the purpose of curing
ambiguities. defects, etc., in which case no Bondholder's consent is required.
The principal of this Bond and the interest hereon are secured by an irrevocable pledge of, and are
payable solely from. the Tax Revenues. as such term is defined in the Resolution. and certain other
funds. all as more particularly set forth in the Resolution. The Resolution is adopted under and this
Bond is issued under and is to be construed in accordance with the laws of the State of California.
The outstanding Bonds maturing on or after may be called before
maturity and redeemed at the option of the .Agency, in whole from the proceeds of refunding bonds. or
in whole or in part from any other source of funds. on or on any interest payment
date thereafter prior to maturity (the "redemption date.). If less than all of the Bonds outstanding are
to be redeemed at any one time. the Bonds to be redeemed shall be redeemed in inverse order of
maturity and by lot within a maturity
Bonds called for redemption shall be redeemed at a redemption price for each redeemed bond
equal to the principal amount thereof. plus accrued interest to the redemption date. plus the followine
premium. 'yhich is a percentage of principal amount. if redeemed on a redemption date in the following
yea rs:
PREMIUMS AND REDEMPTION VE.ARS FOR OPTIONAL CALL
Premium Redemption 1 ear
-23-
0 0
RESOLUTION NO. 154
Notice of call and redemption prior to maturity shall be given as provided in the Resolution. Notice of
any redemption shall be published in a financial newspaper or journal, printed in the English language
and customarily published on each business day, of general circulation in New York, New York, as
provided in the Resolution. Such notice shall also be mailed to the original purchaser of the Bonds, or,
in the case of a syndicate, to the manager thereof, and the holders of any registered Bonds, but will not
be mailed to the holders of coupon Bonds in bearer form, except that notice shall also be mailed to any
other Bondholder who files his name and address with the Fiscal Agent for the purpose of receiving
such notice.
The actual receipt by the Holder of any Bond of notice of such redemption shall not be a condition
precedent to redemption, and failure to receive such notice shall not affect the validity of the
proceedings for the redemption of such Bonds or the cessation of interest on the redemption date.
This Bond is issued in fully registered form, is sometimes referred to herein as "a Fully Registered
Bond") and is negotiable only by transfer of registration. This Bond may be exchanged for a like
aggregate principal amount of Bearer Bonds of the same issue, bearing all unmatured coupons, or for a
like aggregate principal amount of Fully Registered Bonds of other authorized denominations, or in
part for Bearer Bonds and the balance for Fully Registered Bonds of the same issue, and Bearer Bonds
bearing all unmatured coupons may be exchanged for a like aggregate principal amount of Fully
Registered Bonds of authorized denominations of the same issue, all as more fully set forth in the
Resolution. This Bond is transferable by the registered owner hereof, in person or by his attorney duly
authorized in writing, at the principal office of the Fiscal Agent in , but only in the manner,
subject to the limitations and upon payment of the charges provided in the Resolution, upon surrender
and cancellation of this Bond. Upon such transfer a new registered Bond of authorized denomination or
denominations for the same aggregate principal amount of the same issue will be issued to the
transferee in exchange therefor. No exchange or transfer shall be made between the fifteenth day
preceding any interest payment date and such interest payment date.
The Agency. the Fiscal Agent and any Paying Agent may treat the registered owner hereof as the
absolute owner hereof for all purposes, and the Agency. the Fiscal Agent and any Paying Agent shall
not be affected by any notice to the contrary.
This Bond shall not be entitled to any benefit under the Resolution. or become valid or obligatory
for any purpose. until the certificate of authentication hereon endorsed shall have been signed by the
Fiscal Agent.
It is hereby recited, certified and declared that any and all acts. conditions and things required to
exist. to happen and to be performed precedent to and in the issuance of this Bond exist. have happened
and have been performed in due time. form and manner as required by the Constitution and laws of the
State of California.
IN WITNESS WHEREOF. the Palm Desert Redevelopment Agency has caused this Bond to be signed
on its behalf by the facsimile signature of its Chairman and by the manual signature of its Treasurer
and the seal of the Agency to be imprinted hereon all as of the day of
(SEAL)
-24-
Chairman of the Palm Desert
Redevelopment Agency
Treasurer of the Palm Desert
Redevelopment Agency
RESOLUTION NO. 154
[FORM OF CERTIFICATE OF AUTHENTICATION OF FULLY REGISTERED BONDS]
This is one of the Fully Registered Bonds described in the within -mentioned Resolution.
, Fiscal Agent
By
Authorized Officer
[FORM OF ENDORSEMENT ON FULLY REGISTERED BONDS]
This Fully Registered Bond (issued in fully registered form without coupons) is issued in lieu of or in
exchange for Bearer Bond(s) of this issue of the denomination of $5,000, each not contemporaneously
outstanding, aggregating the face value hereof; and Bearer Bond of this same issue and of the denomination
of 55,000 will be issued in exchange for this Bond in the manner, with the effect and under the terms and
conditions stated on the face of the Bond and in the Resolution referred to therein.
[FORM OF ASSIGNMENT ON FULLY REGISTERED BONDS]
For value received hereby sells, assigns
and transfers unto
the within -mentioned Bond and hereby irrevocably constitutes and appoints
attorney. to transfer
the same on the books of the Fiscal Agent with full power of substitution in the premises.
Dated:
NOTE. The signature to this Assignment must correspond with the name as written on the face of the
within Bond in every particular. without alteration or enlargement or any change whatsoever.
-25-