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Home My WebLink AboutRDA RES 188RESOLUTION NO. 188 RESOLUTION OF THE PALM DESERT REDEVELOPMENT AGENCY AUTHORIZING THE ISSUANCE OF TAX ALLOCATION BONDS OF THE AGENCY IN THE PRINCIPAL AMOUNT OF $30,000,000 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 has heretofore issued its Palm Desert Redevelopment Agency, Project Area No. 1, As Amended, Tax Allocation Bonds, Issue of 1982, to aid in the financing of a portion of the cost of a redevelopment project. E. The Agency deems it necessary and desirable to authorize the issuance of $30,000,000 principal amount of its Palm Desert Redevelopment Agency, Project Area No. 1, As Amended (Original Territory Only), 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. "Added Territory" means 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. B. "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. C. "Amendment" means the Amendment to the Redevelopment Plan approved and adopted by the City by its Ordinance No. 275. -2- 851102 jive 0321WL5(1) D. "Bond" or "Bonds" means the thirty million dollars ($30,000,000) principal amount of Palm Desert Redevelopment Agency, Project Area No. 1, As Amended (Original Territory Only), 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. E. "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. F. "Bond Insurance" means the policy of municipal bond insurance issued with respect to the Bonds by the Bond Insurer. G. "Bond Insurer" means . H. "City" means the City of Palm Desert, California. I. "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. J. "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. -3- 851102 jlw 0321WLS(1) K. "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 on July 1st and ending on the next following June 30th. L. "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. M. "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 851102 jlw 0321MLS(1) -4- 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. N. "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. 0. "Notes" is synonymous 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. -5- 851102 jlw 0321W1_5(1) P. "Original Territory" means the territory within the Project Area. Q. "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. R. "Parity Bonds" means any additional tax allocation bonds, or Notes, 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. -6- 851102 jlw 0321WLS(1) S. "Paying Agent" means any paying agent provided by the Agency pursuant to this Resolution. T. "Project Area" means only the territory within the project area described and defined in the Redevelopment Plan approved and adopted by the City by its Ordinance No. 80. U. "Project Area, As Amended" means the Project Area together with the Added Territory added to the Project Area pursuant to Ordinance No. 275 of the City, except that portion of the Added Territory within the territorial limits of the City of Indian Wells. V. "Redevelopment Law" means the Community Redevelopment Law, California Health and Safety Code Sections 33000, et seq., and all future acts supplemental thereto or amendatory thereof. W. "Redevelopment Plan" means the Redevelopment Plan for Project Area No. 1, 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, except insofar as any such amendment pertains only to the Added Territory. X. "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. -7- 851102 jlw 0321111L5(1) Y. "Special Fund" means the fund by that name created pursuant to Section 12 hereof. Z. "Supplemental Resolution" means a resolution supplemental to or amendatory of this Resolution, adopted by the Agency in accordance with Section 13 hereof. AA. "Tax Revenues" means that portion of taxes levied upon taxable property in the Original Territory and received by the Agency on or after August 15, 1975, 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. AB. "Temporary Escrow Fund" means the fund by that name created pursuant to Section 12 hereof. AC. "Temporary Escrow Fund Requirement" means, on the date the determination is made, the remainder obtained by subtracting from the aggregate principal amount of outstanding Bonds, the principal amount of obligations bearing the same interest rates and maturities of the outstanding Bonds which could be paid both as to principal and interest from seventy-five percent (75%) of Estimated Tax Revenues. "Estimated Tax Revenues" are the Tax Revenues estimated to be received in the then current Fiscal Year based upon the assessed value of taxable property in the Original Territory as shown on the then last equalized assessment roll of the County of Riverside. -8- 851102 jlw 0321MLS(1) AD. "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 thirty million dollars ($30,000,000) are authorized to be issued by the Agency for the corporate purposes of the Agency to aid in the financing of the redevelopment of the Project Area and the Added Territory, 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 3.8 or Section 11.F hereof, the -9- 851102 jlw 0321WLS(1) 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. 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. -10- 851102 jlw 03211ILS(1) The validity of the Bonds is not and shall not be dependent upon the completion of the redevelopment of the Project.Area or the Added Territory or upon the performance by any person of an obligation of that person relative to such redevelopment. The bonds and the interest thereon shall not be paid from any proceeds from the sale, lease or other disposition of property in the Project Area or the Added Territory, nor shall the payment of such principal and interest be secured by any interest in property used or to be used in a trade or business or in payments in respect of such property or derived from payments in respect of property, or borrowed money, used or to be used in a trade or business, within the meaning of Section 103(b)(2)(B) of the Internal Revenue Code of 1954, as amended, and the regulations promulgated thereunder. 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 -11- 851102 jlw 03211'115(1) 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 respon- sible 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 -12- 851102 jlw 0321W15(1) 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 provide notice of redemption as provided in Section 11.C. of this Resolution. In the event the Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days, the Agency shall give the Fiscal Agent in form satisfactory to it irrevocable instructions to provide notice, as soon as practicable, to the Holders of such Bonds that the deposit required is this Section 3.B has been made and that the Bonds are deemed to have been paid in accordance with this Section and stating the maturity or redemption date upon which moneys are to be available for the payment of the principal and interest to become due on the Bonds, together with any applicable premium thereon. -13- 851102 jlw 0321WLS(1) Neither the obligations nor moneys deposited pursuant to this Section or principal or interest payments on any such obligations 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; provided 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 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 thirty million dollars ($30,000,000) and shall be designated "Palm Desert Redevel- opment Agency, Project Area No. 1, As Amended (Original Territory Only), Tax Allocation Bonds. The Bonds shall be issued in the form of Fully Registered Bonds, in denomina- tions of $5,000 each or any whole multiple details as to the Bonds, which may be sold time to time in Series, shall be set forth thereof. Further and issued from in a Supplemental Resolution, as described in Section 13 hereof. -14- 851102 jlw 0321WLS(1) 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 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 of the month preceding the interest payment date. -15- 851102 jlw 0321WLS(1) 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 -16- 851102 jlw 0321WL5(1) 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 or officer had remained in office, and the Bonds shall be as binding upon the Agency as though the person who -17- 851102 jlw 0321WLS(1) signed the Bonds had been such member or officer on the date borne by the Bonds. The Bonds shall be authenticated by the Fiscal Agent by manual signature. 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 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 of the month 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. -18- 851102 jlw 0321WLS(1) 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. B. Call 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. -19- 851102 jIw 03211OLS(1) 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; (iii) 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 -20- 851102 jlw 0321WLS(1) Fiscal Agent for and on behalf of the Agency at the expense of the Agency. 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 "Project Area No. 1, As Amended (Original Territory Only), Tax Allocation Bonds, Redemption Fund" (the "Redemption Fund"); and (ii) there shall be set aside in the Redemption Fund, transferred from the appropriate Account or Accounts in the Special Fund or from other legally available funds of the Agency, 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 -21- 851102 jiw 0321WLS(1) 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 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. -22- 851102 jlw 0321WLS(1) 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. 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. -23- 851102 jlw 0321MLS(1) Section 12. Funds. There is hereby created by this Resolution with the Treasurer a special trust fund called the "Project Area No. 1, As Amended (Original Territory Only), Redevelopment Fund" (the "Redevelopment Fund"). There is hereby created by this Resolution with the Treasurer a special trust fund called the "Project Area No. 1, As Amended (Original Territory Only), 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. There is hereby created by this Resolution a special trust fund called the Project Area No. 1, As Amended (Original Territory Only), Temporary Escrow Fund (the "Temporary Escrow Fund"). 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. -24- 851102 jlw 03211ILS(1) 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 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: -25- 851102 jlw 0321WLS(1) 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.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 -26- 851102 jlw 0321W13(1) 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 the 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 -27- 851102 silty 0321WLS(1) 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 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 -28- 851102 jlw 0321WLS(1) 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 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 -29- 851102 j►w 0321MLS(1) 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 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 -30- 851102 jlw 0321WLS(1) 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 Original Territory, 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. -31- 851102 jlw 0321WL5(1) 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. In the event that on a day five (5) days prior to any interest payment date moneys on deposit in the Bond Interest Payment Account, the Serial Bond Payment Account, the Term Bond Sinking Fund Account and the Reserve Account are insufficient to pay the principal of premium, if any, and interest on the Bonds payable on such interest payment date, the Fiscal Agent shall provide notice thereof to the Bond Insurer in accordance with the Bond Insurance Policy. Moneys paid to the Fiscal Agent pursuant to the Bond Insurance Policy shall be used and applied by the Fiscal Agent to pay the principal of premium, if any, and interest on the Bonds on such interest payment date, and for no other purpose. Section 16. Deposit and Investment of Moneys in Funds. The moneys deposited into the Escrow Fund shall be invested in accordance with the Escrow Agreement. 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 -32- 851102 jlw 0321WLS(1) 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: 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. -33- 851102 jlw 0321WLS(1) C. 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, but in no event in obligations which mature after the final maturity date of the Bonds. D. Moneys in the Temporary Escrow Fund shall be invested in obligations as directed by instructions of an Independent Financial Consultant provided to the Fiscal Agent on the date of delivery of the Bonds. 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. Interest earned on the Temporary Escrow Fund shall be deposited in the Special Fund. 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 -34- 851102 jlw 032114L5(1) 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, Parity Bonds in such principal amounts 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. 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 Original Territory, shall be at least equal to one hundred twenty- five percent (125%) of the Maximum Annual Debt Service on all Bonds, Parity Bonds and any loans, advances or indebted- -35- 851102 jlw 0321WLS(11 ness 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: -36- 851102 jlw 0321WLS(1) 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, 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 or the Amendment 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 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, As Amended, to 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 lien of the Bonds herein authorized. Except -37- 851102 jlw 0321WLS(1) as permitted in Section 17 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 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 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. -38- 851102 jlw 0321WLS(1) 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 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 eighty (180) days after the close of each -39- 851102 jlw 0321WL5(1) 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 Original Territory, except property shown in the Redevelopment Plan 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, flood control facilities, storm drainage facilities, or other -40- 851102 jlw 0321WL5(1) 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. 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 -41- 851102 jlw 0321WLS(1) 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 and agrees 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 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. The Agency hereby further covenants and agrees that it shall make no use of the proceeds of the Bonds which would cause the Bonds to be "industrial development bonds" or "consumer loan bonds" within the meaning of those terms under Section 103(b) of such Code. Section 19. Taxation of Leased Property. Whenever any property in the Original Territory 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 Original 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 -42- 851102 jlw 0321WL5(1) 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 ($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 -44- 851102 jlw 0321WLS(1) 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. 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 -45- 851102 jlw 0321WLS(1) 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 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 -46- 851102 jlw 0321WLS(1) 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 -47- 851102 jlw 0321MLS(1) mailed, 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 of 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 -48- 851102 jlw 0321WLS(1) 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 -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 -49- 851102 jlw 0321WLS(1) 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 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 -50- 851102 jlw 0321WLS(1) 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 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 -51- 851102 jlw 0321WLS(1) 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. -52- 851102 j1w 0321WLS(1) 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 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. 851102 jlw 0321WLS(1) -53- Section 26. Effective Date. This Resolution shall become effective upon its adoption. PASSED, APPROVED AND ADOPTED THIS 14th day of November , 1985, by the following vote, to wit: AYES: NOES: ABSENT: ABSTAIN: ATTEST: BENSON, JACKSON, SNYDER, WILSON AND KELLY NONE NONE NONE SHE I LA R. GJ LL I GAN , RETARY PALM DESERT REDEVELtj!„INT AGENCY -54- 851102 jlw 0321WLS(1) 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 (ORIGINAL TERRITORY ONLY) TAX ALLOCATION BOND, 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 maturing as follows: Maturity Dollars ($ ), being Bonds Interest Maturity Interest 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 -55- 851102 jlw 0321WLS(1) 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 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 -56- 851102 jlw 0321WLS(1) 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 (Added Territory Only), Tax Allocation Refunding Bonds, Issue of (the "Bonds") 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 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 -57- 851102 jlw 0321WL5(1) 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 solely from the Tax Revenues, Resolution, and certain other particularly set forth in the pledge of, and are payable as such term is defined in the funds, all as more 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 of the Agency, in whole from the proceeds of option 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 -58- 851102 jlw 0321W1_5(1) 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 -59- 851102 jlw 0321WLS(1) 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 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. -60- 851102 jlw 0321WLS(1) 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 -61- 851102 jlw 0321WLS(1) signature of its Secretary and the seal of the Agency to be imprinted hereon all as of the day of (Seal) -62- 851102 jlw 0321WLS(1) Chairman Secretary [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. -63- 851102 jlw 0321WLS(1)