HomeMy WebLinkAboutRDA RES 183RESOLUTION NO. 183
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 Palm Desert Redevelopment 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, notes, interim certificates,
debentures or other obligations, for any of its corporate
purposes.
B. A Redevelopment Plan for the Project Area has
been duly approved and adopted by the City by Ordinance No.
80.
C. The Amendment to the Redevelopment Plan,
adding territory to the Project Area, was approved and
adopted by the City by Ordinance No. 275, and all
requirements of law for and precedent to the adoption and
approval of the Redevelopment Plan as amended have been duly
complied with.
D. The Agency deems it necessary and desirable to
authorize the issuance of $20,000,000 principal amount 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 redevelopment of
the Project Area.
NOW, THEREFORE, THE PALM DESERT REDEVELOPMENT
AGENCY HEREBY FINDS, DETERMINES, RESOLVES AND ORDERS as
follows:
Section 1. Definitions. As used in this Resolu-
tion 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 ($20,000,000) principal amount of Palm Desert
Redevelopment Agency, Palm Desert Redevelopment Project, Tax
Allocation Bonds, authorized by this Resolution, and
includes any Bonds, Notes, interim certificates, debentures,
or other obligations issued by the Agency pursuant to this
Resolution.
D. "Bondholder" or "Holder of Bonds," or any
similar term, means the registered owner or the duly
authorized attorney, trustee, representative or assigns of
any outstanding Bond of such owner.
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 principal and interest of
which securities are secured by, the United States, whether
issued in book entry form or otherwise.
G. "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.
H. "Fiscal Year" means the fiscal year as
established from time to time by the Agency, being on the
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date of this Resolution the one year period beginning on
July 1st and ending on the next following June 30th.
I. "Independent Financial Consultant" or "Inde-
pendent Engineer" means any financial consultant 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
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Parity Bonds already retired in advance of the above
mentioned schedule or schedules shall be deducted pro rata
from the remaining amounts thereon.
K. "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.
L. "Notes" is synonomous with Bonds and indicates
term Bonds authorized pursuant to this Resolution which are
issued pursuant to a Supplemental Resolution as one series
with a term of less than eight (8) years.
M. "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:
1. Bonds canceled 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.
N. "Parity Bonds" means any additional tax
allocation bonds, or Notes, including, without limitation,
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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.
0.
by the Agency
P.
Redevelopment
"Paying Agent" means any paying agent provided
pursuant to this Resolution.
"Redevelopment Law" means the Community
Law, California Health and Safety Code
Sections 33000, et seq., and all future acts supplemental
thereto or amendatory thereof.
Q. "Redevelopment Plan" means the Redevelopment
Plan for Project Area No. 1, as amended, approved and
adopted by the City by its Ordinance No. 80 and amended by
the City by its Ordinance No. 275, and includes any
amendment of the Redevelopment Plan heretofore or hereafter
made pursuant to law.
R. "Project Area" means the project area
described and defined in the Redevelopment Plan approved and
adopted by the City by its Ordinance No. 80.
S. "Project Area, as amended" means the Project
Area together with the territory added to the Project Area
pursuant to Ordinance No. 275 of the City, except that
portion within the territorial limits of the City of Indian
Wells.
T. "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.
U. "Supplemental Resolution" means a resolution
supplemental to or amendatory of this Resolution, adopted by
the Agency in accordance with Section 13 hereof.
V.
levied upon
received by
"Tax Revenues" means that portion of taxes
taxable property in the Project Area and
the Agency on or after August 15, 1975, and upon
taxable property in the territory added to the Project Area
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pursuant to the Amendment, 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 particularly
set forth hereafter in this Resolution.
W. "Treasurer" or "Treasurer of the Agency" means
the officer who is then performing the functions of
Treasurer of the Agency.
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 $20,000,000 are authorized to be
issued by the Agency for the corporate purposes of the
Agency in 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. The Bonds may be issued in separate Series
pursuant to a Supplemental Resolution of the Agency pursuant
to Section 13 hereof. The Agency may provide by resolution
for the sale of the Bonds.
Section 3. Nature of Bonds.
A. Security. The Tax Revenues are hereby
allocated and irrevocably pledged to the payment of the
principal of and interests 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
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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 thereon
are not a debt of the City, the State of California or any
of its political subdivisions and neither the City, the
State of California nor any of its political subdivisions is
liable on the Bonds, nor in any event shall the Bonds,
premiums, if any, and interest thereon be payable out of any
funds or properties other than those of the Agency as set
forth in this Resolution. The Bonds do 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 the Bonds
are liable personally on the Bonds by reason of their
issuance.
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 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
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850320 sas 0148WLS(2)
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
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for such purpose, shall, to the extent practicable, be
reinvested in Federal Securities maturing at times and in
amount sufficient to pay when due the principal and interest
to become due on such Bonds, together with any applicable
premium thereon on and prior to such redemption date or
maturity date thereof, as the case may be.
Section 4. Description of Bonds. The Bonds shall
be in the principal amount of twenty million dollars
($20,000,000) and shall be designated "Palm Desert Redevel-
opment Agency, Project Area No. 1, as amended, Tax
Allocation Bonds," or a Series thereof of term Bonds with a
term of eight (8) years or less may be designated as
"Notes." The Bonds shall be issued in the form of Fully
Registered Bonds, in denominations of $5,000 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 resolu-
tion, 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.
The 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 Bonds issued
upon exchanges and transfers of Bonds shall be dated so that
no gain or loss of interest shall result from such exchange
or transfer. Each Bond shall bear interest from the
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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. Interest on the 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, shall be payable in lawful money
of the United States of America and, except for interest
which is payable by check or draft as stated above, shall be
payable at the principal office of the Fiscal Agent in Los
Angeles, California, or, at the option of the holder, at the
office of any Paying Agent of the Agency in Los Angeles,
California, or New York, New York.
Section 7. Forms of Bonds, Temporary Bonds. The
Bonds shall be substantially in the form attached hereto and
made a part hereof, marked "Exhibit A" ("Fully Registered
Bond"). Such form is hereby approved and adopted as the
form of the Bonds, and of the redemption, exchange, regis-
tration 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 the 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
Agency 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
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authenticated and delivered by the Fiscal Agent upon the
same conditions and in substantially the same manner as the
definitive Bonds. If the Agency issues temporary Bonds, it
shall 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 Los
Angeles, California, and the Fiscal Agent shall deliver in
exchange for such temporary Bond an equal aggregate
principal amount of definitive Bonds of authorized
denominations of the 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 or manual
signature of its Chairman and by facsimile or manual
signature of one other member or officer of the Agency, and
the seal of the Agency shall be impressed, imprinted or
reproduced thereon. The Chairman and the foregoing members
and officers are hereby authorized and directed to sign the
Bonds in accordance with this Section. If any Agency member
or officer whose manual or facsimile signature appears on
the Bonds 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. Form of Bonds, Registration and
Exchange. The Bonds are issued as Fully Registered Bonds
payable to the registered owner, negotiable only by proper
transfer of registration.
A Fully Registered Bond or Fully Registered Bonds
may be exchanged for a Fully Registered Bond or Fully
Registered Bonds. Transfer of ownership of a Fully
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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 as
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
may be subject to costs or charges to the person, firm or
corporation requesting such exchange, and for any tax or
governmental charge that may be imposed in connection with
such exchange. Each Fully Registered Bond issued pursuant
to this Resolution shall be of a denomination which is five
thousand dollars ($5,000) or a whole multiple thereof 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
Angeles, 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 such reasonable
regulations as it may prescribe, register or transfer, or
cause to be registered or transferred, on such register, the
Bonds as provided above.
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 shall 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.
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B. Ca11 for Redemption. The Agency may, and, if
required by any provision of this Resolution, shall, direct
the call and redemption prior to maturity of Bonds, which
are by their terms then callable for 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
by mailing such notice not less than thirty (30) nor more
than sixty (60) days before such redemption date, to each
registered owner of such Bond. The notice of redemption
shall (i) state the redemption date; (ii) state the redemp-
tion price; (ii.) state the Series, the numbers and dates of
maturity of the Bonds to be redeemed; provided, however,
that whenever any call for redemption includes all of the
outstanding Bonds of any maturity of a Series, the numbers
of the Bonds need not be stated; (iv) state, as to any Fully
Registered Bonds redeemed in part only, the registered Bond
numbers and the principal portion thereof to be redeemed;
and (v) 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.
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 shall be given by the
Fiscal Agent for and on behalf of the Agency at the expense
of the Agency.
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A 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
Bond is called for redemption may object thereto or object
to the cessation of interest on the redemption date fixed by
any claim or showing that such Bondholder failed actually to
receive such notice of call and redemption.
D. Redemption Fund. Prior to the publication as
above required: (i) the Fiscal Agent shall establish,
maintain and hold in trust a separate fund which is hereby
created for the purpose of this Resolution entitled "Palm
Desert Redevelopment Project, Tax Allocation Bonds,
Redemption Fund" (the "Redemption Fund"); and (ii) there
shall be set aside in the 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 purpose 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. Any
interest due on or prior to the redemption date upon the
Bonds shall be paid from the Special Fund upon presentation
and surrender thereof.
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
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same maturity or maturities. The registered owner of any
Fully Registered Bond, in lieu of surrendering such Bond for
a new Bond, may 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 given 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, 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,
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, also to receive a new
Bond or Bonds for the unredeemed balance as aforesaid.
All Bonds, or parts thereof, as the case may be,
redeemed pursuant to the provisions of this Section shall be
canceled upon surrender thereof and delivered to, or upon
the order of, the Agency.
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So long as any of the Bonds or Parity Bonds herein
authorized, or any interest thereon, remain unpaid, the
moneys in the Redemption Fund shall be used for no purpose
other than those required or permitted by this Resolution,
any Supplemental Resolution, any resolution providing for
the issuance of Parity Bonds and the Redevelopment Law.
Section 12. Funds. There is hereby continued by
this Resolution with the Treasurer a special trust fund
called the "Project Area No. 1, as amended, Redevelopment
Fund" (the "Redevelopment Fund").
There is hereby continued by this Resolution with
the Treasurer a special trust fund called the "Project Area
No. 1, as amended, Special Fund" (the "Special Fund") and
there is hereby continued in the Special Fund the following
trust accounts: (i) the Bond Interest Payment Account, (ii)
the Serial Bond Payment Account, (iii) the Term Bond Sinking
Fund Account, and (iv) the Reserve Account.
So long as any of the Bonds or Parity Bonds herein
authorized, or any interest thereon, remain unpaid, the
moneys in the foregoing Funds and Accounts shall be used for
no purpose other than those required or permitted by this
Resolution, any Supplemental Resolution, any resolution
providing for the issuance of Parity Bonds and the
Redevelopment Law.
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 Bonds
shall bear; (iii) the method of numbering the 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
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thereto; (vi) any restrictions upon the issuance of further
Series of the 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
disposed of as provided in a Supplemental Resolution.
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 the Project Area 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 Redevelop-
ment 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 an 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 3.8 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
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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 made as
scheduled, the Tax Revenues accumulated in the Special Fund
shall be used in the following priority; provided, however,
that to the extent that deposits have been made in any of
the Accounts referred to below from the proceeds of the sale
of the Bonds or otherwise, the deposits below need not be
made:
A. Bond Interest Payment Account. Deposits shall
be made into the Bond Interest Payment Account so that the
balance in such Account thirty (30) 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 (6) months
interest on such then outstanding Bonds and Parity Bonds.
Moneys in the Bond Interest Payment Account shall be used
for the payment of interest on the Bonds and the Parity
Bonds as the same become due, and after such payment the
Account shall be restored by further deposits to the
required balance.
B. Serial Bond Payment Account. After the
deposits have been made pursuant to subparagraph A above,
deposits shall next be made into the Serial Bond Payment
Account so that the balance in such Account thirty (30) days
prior to the date of payment of principal is due shall equal
the next principal payment, or payments, as the case may be,
on the then outstanding serial Bond and serial Parity
Bonds. Moneys in the Serial Bond Payment Account shall be
used for the payment of the 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. No deposit shall be made
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850320 sas 0148WLS(2)
pursuant to this Section 15.B with respect to a Series of
term Notes, unless otherwise specified in a Supplemental
Resolution.
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 con-
tained 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 11 hereof and according to the schedule or
schedules provided in the supplemental resolutions relating
to the Parity Bonds or in the Supplemental Resolution. In
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
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850320 sas 0148WLS(2)
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. No deposit shall be made pursuant to this Section
15.0 with respect to a Series of term Notes unless otherwise
provided by a Supplemental Resolution.
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 less than Maximum Annual Debt
Service on all Bonds and Parity Bonds, or such other amount
as may be specified by a Supplemental Resolution, and the
balance in such Account shall be so maintained to equal the
Maximum Annual Debt Service on all Bonds and Parity Bonds,
or such other amount. 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
Account or Serial Bond Payment Account or Term Bond Sinking
Fund Account 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 of Bonds and Parity Bonds
will be retired. No deposit shall be made pursuant to this
Section 15.D with respect to a Series of term Notes unless
otherwise specified by a Supplemental Resolution.
E. No Default; Surplus. It is the intent of this
Resolution: (i) that the deposits in subparagraphs A and B
above to the Bond Interest Payment Account and the Serial
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850320 sas 0148WLS(2)
Bond Payment Account, respectively, shall be made as
scheduled, and (ii) that the deposits in subparagraphs C and
D above, to the Term Bond Sinking Fund Account and the
Reserve Account respectively, shall be made as scheduled, if
and only if the Tax Revenues are sufficient therefor.
Failure to make the required deposits into the Term Bond
Sinking Fund Account, as specified in subparagraph C above,
and into the Reserve Account, as specified in subparagraph D
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 C and D 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 subpara-
graphs C and D. If: (i) the above transfers have been made
so that the required amounts as of that time are in all of
the above mentioned Accounts, and (ii) the Tax Revenues to
be received for the next Fiscal Year by the Agency, based
upon the most recent assessed valuation of taxable property
in the Project Area, as amended, 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
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Special Fund may then be used and applied by the Agency for
any lawful purpose as stated above.
Section 16. Deposit and Investment of Moneys 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 financial
institution 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:
F. 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.
G. 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 be their terms mature in
not more than five (5) years.
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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 in a
particular fund or account, or words of similar import are
used, such reference shall include, without limitation,
investments in such fund or account.
Section 17. Issuance of Parity Bonds. If at any
time the Agency determines that it will not have sufficient
moneys available from the sale of the Bonds and other
sources to pay the costs of the redevelopment of the Project
Area, as amended, or if the Agency determines to issue
refunding bonds, the Agency may provide for the issuance of,
and sell, Pariety 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 in compliance with all
covenants set forth in this Resolution.
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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, 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 333670 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. Covenants of the Agency. As long as
the Bonds are outstanding and unpaid, 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
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850320 sas 0148WLS(2)
agrees that it will diligently carry out and continue to
completion, with all practicable dispatch, the redevelopment
of the Project Area, as amended, 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 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
and used as provided
cause all properties
the Project Area, as
the sale of the Bonds will be deposited
in this Resolution and that it will
owned by it
amended, to
and comprising any part of
be managed and operated in
a sound and businesslike manner.
Covenant 3. No 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
as permitted in
any obligations
Revenues, which
Tax Revenues on
lien of the Bonds herein authorized. Except
Section 17 hereof, the Agency will not issue
payable, principal or interest from the Tax
have, or purport to have, any lien upon the
a parity with the Bonds herein authorized;
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
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any Series of such Bonds which may have been sold and issued
from time to time or (ii) from issuing and selling or
assuming the liability for payment of, bonds or other
obligations which have, or purport to have, any lien upon
the Tax Revenues which is junior to the Bonds herein
authorized, (iii) from issuing and selling bonds or other
obligations which are payable from sources other than the
Tax Revenues.
Covenant 4. Punctual Payment. The Agency
covenants and agrees that it will duly and punctually pay or
cause to be paid the principal of and interest on each of
the Bonds issued hereunder on the date, in the manner
provided in the Bonds, and 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, as amended, 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 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 shall
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
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made of all transactions relating to the redevelopment of
the Project Area, as amended, 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 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 shall not dispose of more than
ten percent (10%) of the land area in the Project Area, as
amended, 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, parking 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, unless
accompanied by a certificate or opinion of an Independent
Financial Consultant employed by the Agency to the effect
that such disposition would not substantially impair the
security of the Bonds or the rights of the Bondholders.
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Covenant 9. Protection of Security and Rights of
Bondholders: No 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 Agency as
shown by 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 such 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 shall 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, as amended, has been
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850320 sas 0148WLS(2)
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, as
amended, 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 Paying Agents. The
Agency hereby appoints Security Pacific 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 any successor thereto, and in such case shall
forthwith appoint a successor thereto; but any successor
shall be a bank or trust company doing business and having
an office in Los Angeles, California, having a combined
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capital and surplus of at least fifty million dollars
($50,000,000). The Fiscal Agent herein appointed or any
substituted Fiscal Agent may at any time resign as such by
writing filed 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
with the same rights it would have had if it were not a
Fiscal Agent.
The Fiscal Agent shall 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 any
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, and shall incur no responsibility in respect thereof,
other than in connection with the duties or obligations
herein or 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 default. The Agency may provide for
paying agents.
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Section 21. Lost, Stolen, Destroyed or Mutilated
Bonds or Coupons. In the event that any Bond is lost,
stolen, destroyed or mutilated, the Agency shall cause to be
issued a new Bond 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 to be signed and authenticated in such manner as it
determines in such resolution.
Section 22. Cancellation of Bonds. All Bonds
surrendered to the Fiscal Agent for the payment shall upon
payment therefor be canceled immediately and forthwith
transmitted to the Treasurer of the Agency. Any Bonds
purchased by the Fiscal Agent as aforesaid shall be canceled
immediately and forthwith transmitted to the Treasurer of
the Agency. All of the canceled Bonds 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 issued hereunder, may be modified or amended at
any time by resolution supplementing this 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
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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 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 reduced 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 shall not be deemed an
infringement of any of the provisions of this Resolution or
of the Redevelopment Law, whatever the character of such act
may be, and may be done and performed as fully and freely as
if expressly permitted by the terms of this Resolution; and
after such consent relating to such specified matters has
been given, no Bondholder shall have any right or interest
to object to such action or in any manner to question the
propriety thereof or to enjoin or restrain the Agency or any
officer thereof from taking any action pursuant thereto.
A. Calling Bondholders' Meeting. If the Agency
shall desire to obtain any such consent it shall duly adopt
a resolution calling a meeting of Bondholders for the
purpose of considering the action, the consent which is
desired.
B. Notice of Meeting. Notice specifying the
purpose, place, date and hour of such meeting shall be
published once in a financial newspaper or journal of
national circulation published in New York, New York, such
publication to be not less than sixty (60) days and not more
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than ninety (90) days prior to the date fixed for the
meeting. Such notice shall set forth the nature of the
proposed action, consent to which is desired. The Agency
shall on or before the publication of such notice cause to
be mailed a similar notice, postage prepaid, to the
respective registered owners of the Bonds at their addresses
appearing on the bond register in the hands of the Fiscal
Agent. 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 and 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 such Bondholder
failed to receive actual notice of such meeting.
C. Voting Qualifications. Bondholders may, prior
to any such meeting, deliver their Bond or Bonds to the
Fiscal Agent and shall thereupon be entitled to receive an
appropriate receipt for the Bond so deposited, calling for
the redelivery of such Bond 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
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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 -Owner Bonds. The Agency covenants that
it shall 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 persons 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
(in 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%) 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 $5,000 principal amount of
Bonds with respect to which such Bondholder 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
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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%) in aggregate principal amount of
the Bonds then outstanding, exclusive of issuer -owned Bonds,
the chairman and secretary of the meeting shall so certify
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 the 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 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
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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
contract or 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, 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 may 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 officer or
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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. Severability. 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 shall 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 Agent are held to be unconstitutional, invalid or
unenforceable, such duties shall be performed by the
Treasurer or other appropriate officer of the Agency.
Section 26. Effective Date. This Resolution shall
become effective upon its adoption.
PASSED, APPROVED, and ADOPTED by the Palm Desert
Redevelopment Agency this 28th day of March, 1985, by the
following vote, to wit:
AYES:
NOES:
ABSENT:
ABSTAIN:
ATTEST:
SHEILA R /G IGAN, SECRETARY
PALM DESERT REDS OPMENT AGENCY
WALTER H. SNYDER,;,CHAIRMAN
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EXHIBIT A
[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 (OR NOTE), ISSUE OF
Fully 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 ($ ), being Bonds
maturing as follows:
Maturity Interest Maturity Interest
Date Amount Rate Date Amount 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 Agent at 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 in which event from
until the principal hereof shall have been paid or
provided for in accordance with the Resolution hereinafter
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850320 sas 0148WLS(2)
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 United States of America, and
except for interest which is payable by check or draft as
stated above, are payable at Fiscal
Agent for the Agency, in Los Angeles California, or, at the
option of the Holder hereof, at the office of any Paying
Agent 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 shall 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 Bond is one of a duly authorized issue of
Bonds of the Agency designated "Palm Desert Redevelopment
Agency, Palm Desert Redevelopment Project, Tax Allocation
Bonds (or Notes), Issue of (the "Bonds" or the
"Notes") in aggregate principal amount of $ 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
Redevelopment Law (California Health and Safety Code
Sections 33000, et seq.) for the corporate purposes of the
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850320 sas 0148WLS(2)
Agency in aiding in the financing of the redevelopment of
the Project Area above designated, and are authorized by and
issued pursuant to Resolution Nos. adopted 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
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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 following premium, which is a
percentage of principal amount, if redeemed on a redemption
date in the following years:
PREMIUMS AND REDEMPTION YEARS FOR OPTIONAL CALL
Premium Redemption 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 to the Holders of the Bonds, as their address
appears on the bond register kept by the Fiscal Agent.
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
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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 Fully Registered Bonds of other authorized denominations,
all as more fully set forth in the Resolution. This Bond is
transferable by the registered owner hereof, in person or by
the Holder's attorney duly authorized in writing, at the
principal office of the Fiscal Agent in Los Angeles,
California, 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
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signature of its Secretary and the seal of the Agency to be
imprinted hereon all as of the
(Seal)
day of .
Chairman
Secretary
850320 sas 0148WLS(2)
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[FORM OF CERTIFICATE OF AUTHENTICATION
OF FULLY REGISTERED BONDS]
This is one of the Bonds described in the within -mentioned
Resolution.
, Fiscal Agent
By
Authorized Officer
[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.
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