HomeMy WebLinkAboutRDA RES 220RESOLUTION NO. 220
A RESOLUTION OF THE PALM DESERT REDEVELOPMENT
AGENCY AUTHORIZING THE ISSUANCE AND PROVIDING
FOR THE SALE OF ITS PROJECT AREA NO. 1, AS
AMENDED (ADDED TERRITORY ONLY), SUBORDINATE
TAX ALLOCATION BONDS, ISSUE OF 1989, 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. Pursuant to its'Resolution I o:. 184, as amended
and supplemented, the Agency has heretofore issued and sold 'its
Palm Desert Redevelopment Agency, Project Area No. 1, As Amended
(Added Territory Only), Tax Allocation Refunding Bonds, Issue of
1985.
E. The Agency deems it necessary and desirable to
authorize the issuance of not to exceed $6,000,000 principal
amount of Bonds of the Agency payable from certain Designated Tax
Revenues for the corporate purposes of the Agency to aid in the
financing of a redevelopment project.
F. The Agency, the Authority and the Underwriter
desire to enter into the Bond Purchase Agreement pursuant to
which the Agency shall sell the Bonds to the Authority, and the
Authority shall sell the Bonds to the Underwriter.
NOW, THEREFORE, THE PALM DESERT REDEVELOPMENT AGENCY
HEREBY FINDS, DETERMINES, RESOLVES AND ORDERS AS FOLLOWS:
Section 1. Definitions. As used in this Resolution
the following terms shall have the following meanings, unless the
context requires otherwise:
:tGJUL., . LLB\ Nu . LLU
"Added Territory"" means the territory added to the
Project Area pursuant to the Amendment.
"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.
"Amendment" means the Amendment to the Redevelopment
Plan approved and adopted by the City by its Ordinance No. 80.
"Authority" means the Palm Desert Financing Authority,
a joint powers authority duly organized and validly existing
pursuant to the Constitution and laws of the State.
"Bella Vista Agreements" means that certain Settlement
Agreement among the Coachella Valley Water District, the Agency
• and Beachstone Joint Venture, Limited, dated November 16, 1988,
and that certain Acquisition and Reimbursement Agreement among
the Agency, the City and Beachstone Joint Venture, Limited, dated
November 16, 1988.
"Bohd" or "Bonds" means the "Palm Desert Redevelopment
Agency, Project Area No. 1, As Amended (Added Territory Only).,
Subordinate Tax Allocation Bonds, Issue of 1989," in the aggre-
gate principal amount of not to exceed $6,000,000 authorized by '
this Resolution, and includes any bonds, notes, interim
•certificates, debentures, or other obligations issued by the
Agency pursuant to this Resolution.
"Bond Insurance" means the policy of municipal bond
insurance, if any, issued with respect to the Bonds by the Bond
Insurer.
"Bond Insurer" means Municipal Bond Investors Assurance
Corporation.
"Bond Purchase Agreement" means the Purchase Contract
dated as of April 27, 1989, among the Agency, the Authority and
the Underwriter, substantially in the form and content attached
hereto as Exhibit B.
"Business Day" shall mean any day other than a
Saturday, Sunday or any other day on which banking institutions
in the states of New York or California are authorized or
required not be open by law.
"City" means the City of Palm Desert, California.
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RESOLUTION NO. 220
"Code" means the Internal Revenue Code of 1986, as
amended.
"Computation Year" means the 12 month period commencing
on the date of the initial authentication and delivery of the
Bonds and each anniversary date thereafter.
"Costs of Issuance" means the costs and expenses
incurred in connection with the issuance and sale of the Bonds
including any Bond insurance premium, the acceptance and initial
annual fees and expenses of the Fiscal Agent, legal fees and
expenses, costs of printing the Bonds and preliminary and final
Official Statement,' fees of financial advisors and other fees
and expenses set forth in a Certificate of the Executive
Director.
"County" means the County of Riverside.
"County Lease" means that certain Lease between the
Agency and the County, dated February 1, 1989.
"County Reimbursement Agreement" means that certain
Amended and Restated Cooperative Agreement among the'County, the.
Agency and the City dated January 8, 1987.
"Designated Tax Revenues" means Surplus Tax'Revenues
and those taxes allocated to the Agency pursuant to Section 33670
of the Redevelopment Law and Section 16 of Article XVI of the
Constitution of the State, which, but for the provisions of the
County Lease and the School District Cooperative Agreement, would
have been allocated and paid to the County pursuant to the County
Reimbursement Agreement and to the School District pursuant to
the School District Reimbursement Agreement.'
"Excess Investment Earnings" means earnings which are
calculated in accordance with Section 25 hereof.
"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.
"Fiscal Agent" means the party 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.
"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.
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RESOLUTION NO. 220
"Gross Proceeds" means the sum of the following
amounts: (i) original proceeds, being the amounts received by the
Agency, or held by the Fiscal Agent as proceeds of the original
issuance of the Bonds (after payment of all expenses of issuing
the Bonds); (ii) investment proceeds, being amounts received at
any time by the Agency or the Fiscal Agent, such as interest and
dividends, resulting from the investment of proceeds of the
Bonds, including profits and less losses received on such
investment; (iii) amounts, other than original proceeds and
investment proceeds, held in any fund•or account and reasonably
expected to be used to pay principal of or interest on the Bonds;
(iv) securities or obligations pledged as security for the
payment of the Bonds by an ultimate obligor (or a related person)
or the Agency; (v) amounts used to pay principal or interest with
respect to the Bonds; and (vi) amounts received as a result of
investing the amounts listed in clauses (i) through (v).
"Independent Financial Consultant" or "Independent
Engineer" means any financial advisor, consultant or engineer or
firm of such advisors, 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.
"Investment Property" means any security or obligation
(other than any tax-exempt bond or demand deposit SLG) in which
gross proceeds are invested.
"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 payable in such Fiscal Year; and
2. the amount of Minimum Sinking Fund Payments
for all Outstanding term 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 which
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RESOLUTION NO. 220
would be Outstanding in such Fiscal Year if the 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 the applicable schedule of Minimum Sinking Fund
Payments for term Bonds. At the time and for the purpose of
making such computation, the amount of Bonds already retired in
advance of the above mentioned schedule or schedules shall be
deducted pro rata from the remaining amounts thereon.
"Minimum Sinking Fund Payments" means the amount of
money to be deposited into the Subordinate Term Bond Sinking Fund
Account to be used to redeem term 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.
"1985 Bonds" means the Palm Desert Redevelopment
Agency, Project -Area No. 1, as amended (Added Territory Only),
Tax Allocation Refunding Bonds, Issue of 1985.
"Outstanding," when used with reference to the Bonds,
means, as of any particular date, the aggregate of all the 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.
"Paying Agent" means any paying agent provided by the
Agency pursuant to this Resolution.
"Permitted Investments" means:
1. Federal Securities;
2. Bonds, debentures or notes or other evidence
of indebtedness payable in cash issued by any one or a
combination of any of the following federal agencies whose
obligations represent full faith and credit of the United
890427 ajh 8395.wL5(1) - 5 -
RESOLUTION NO. 220
States of America: Export Import Bank of the United States,
Federal FinancingrBank, Farmer's Home Administration,
Federal Housing Administration, Maritime Administration,
Public Housing Authority, Government National Mortgage
Association;
3. Certificates of deposit properly secured at
all times, by collateral security described in subparagraphs
1 or 2, above. Such agreements are only acceptable with
commercial banks, savings and loans associations and mutual
savings banks;
4. The following investments fully insured by
the Federal Deposit Insurance Corporation or the Federal
Savings and Loan Insurance Corporation: (i) certificates of
deposit, (ii) savings accounts, (iii) deposit accounts, or
(iv) depository receipts of banks, savings and loan
associations dnd mutual savings banks;
5. Commercial paper rated in one of the two
highest rating categories by at least two nationally
recognized rating agencies or commercial paper backed by a
letter of credit or line of credit rated in one of the two
highest rating categories;
6. Written repurchase agreements with any bank,
savings institution or trust company (not the Fiscal Agent)
which is insured by the Federal Deposit Insurance Corpora-
tion or the Federal Savings and Loan Insurance Corporation,
or with any broker -dealer with retail customers which falls
under Securities Investors Protection Corporation protec-
tion, provided that such repurchase agreements are fully
secured by obligations described in subparagraph 1, above,
or obligations of any Corporation of instrumentality of the
United States of America, and provided further that (i) such
collateral is held by the Fiscal Agent or any agent acting
solely for the Fiscal Agent during the term of such
repurchase agreement, (ii) such collateral is not subject to
loans or claims of third parties, (iii) such collateral has
a market value (determined at least once every 14 days) at
least equal to the amount invested in the repurchase
agreement, (iv) the Fiscal Agent has a perfected first
security interest in the collateral, (v) the agreement shall
be for a term not longer than 270 days and (vi) the failure
to maintain such collateral at the level required in
(iii) above will require the Fiscal Agent to liquidate the
collateral;
7. Money market funds rated AAA by Standard &
Poor's Corporation, or taxable government money market
portfolios, restricted to obligations with maturities of one
year or less, issued by or guaranteed as to payment of
890427 ajh 8395.WLS(1)
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RESOLLTION NO. 220
principal and interest by, the United States of America, or
repurchase agreements collateralized by such obligations
including, without limitation, the Pacific Horizons Fund;
and
8. The State of California, Local Agency
Investment Fund, but only to the extent that such moneys
remain to the name and credit of the Fiscal Agent.
"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.
"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.
"Rating Agency" means Standard & Poor's Corporation,
25 Broadway, New York, New York 10004.
"Redevelopment Law" means the Community Redevelopment
°Law, being California Health and Safety Code Section 33000, et
seq., and all future .acts supplemental thereto or amendatory
thereof.
"Redevelopment Plan" means the Redevelopment Plan for
the Project Area, approved and adopted by the City by its
Ordinance No. 80 and includes any amendment of the Redevelopment
Plan heretofore or hereaftermade pursuant to law, except insofar
as any such amendment pertains only to the Added Territory.
"Registered Owner" or any similar term, including,
without limitation, "Bondholdeb" or "Holder of Bonds," means the
registered owner or the duly authorized attorney, trustee,
representative or assigns of any outstanding Bond of such owner.
"School District" means the Desert Sands Unified School
District.
"School District Cooperative Agreement" means that
certain Cooperative Agreement among the Agency, the City, and the
School District, dated April 13, 1989.
"School District Reimbursement Agreement" means that
certain Agreement for Cooperation by and among the School
District, the Agency and the City, dated September 15, 1985.
"Series" means all of the Bonds delivered on original
issuance in a simultaneous transaction pursuant to this
Resolution and any Bonds, notes or other obligations thereafter
delivered in lieu of or in substitution therefor pursuant hereto.
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RESOLUTION NO. 220
"Supplemental Resolution" means a resolution
supplemental to or amendatory of this Resolution.
"Surplus Tax Revenues" means those Tax Revenues,
including all revenues attributable to supplemental taxes and all
payments and reimbursements to the Agency attributable to ad
valorem taxes not levied or collected by reason of tax exemptions
or tax rate limitations, which have been designated as "surplus"
pursuant to Paragraph E of Section 15 of Agency Resolution
No. 184, as amended.
"State" means the State of California.
"Tax Revenues" means that portion of the taxes levied
upon taxable property in the Added Territory, and received by the
Agency, which are allocated to and paid into a special fund of
the Agency pursuant to Article 6 of Chapter 6 of the Redevelop-
ment Law and Section 16 of Article XVI of the California
Constitution, exclusive of Tax Revenues placed into the Low and
Moderate Income Housing fund of the Agency pursuant to Sections
33334.2 and 33334.3 of the Redevelopment Law, and excluding
amounts payable to the County and certain other taging agencies
pursuant to the County Reimbursement Agreement, to the School
District pursuant to the School District Reimbursement Agreement
and to Beachstone Joint Venture, Limited, pursuant to the Bella
Vista Agreements.
"Treasurer" or "Treasurer of the Agency" means the
officer who is then performing the functions of Treasurer of the
Agency.
"Underwriter" means Miller & Schroeder Financial, Inc.
Section 2. Amount, Issuance and Purpose of Bonds.
Under and pursuant to the Redevelopment Law and under and pur-
suant to this Resolution, Bonds of the Agency in the aggregate
principal amount of not to exceed $6,000,000 are authorized to
be .issued by the Agency for the corporate purposes of the Agency
to aid in the financing of a redevelopment project, and for other
purposes related thereto as hereinafter provided, and such issue
of Bonds is hereby created. It is hereby determined and declared
that the issuance of the Bonds is necessary for the purposes
herein stated.
Section 3. Nature of Bonds.
A. Security. The Designated Tax Revenues are hereby
allocated and irrevocably pledged to the payment of the principal
of and interest on the Bonds as in this Resolution provided, and
until all of the 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.E hereof, the Designated
890427 •jh B395.WLS(1) - 8 -
RESOLUTION NO. 220
Tax Revenues shall be applied solely to the payment of the Bonds
and the interest thereon as in this Resolution provided. Such
allocation and pledge are for the exclusive benefit of the
Registered Owners of the 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, premium, if any, and interest from
Designated Tax Revenues and other funds as hereinafter provided.
The Bonds, premium, if any, and interest thereon are not a debt
of the City, the State or any of its political subdivisions and
neither the City, the State nor any of its political subdivisions
is liable on the Bonds, nor in any event shall the Bonds,
premium, 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 thereon by reason of
their issuance.
The Bonds shall be and are equally secured by an
irrevocable pledge of Designated 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 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 from the proceeds of
refunding bonds issued pursuant to law, or (ii) the payment of
the Bonds from any legally available funds. Nothing in this
Resolution shall prevent the Agency from making advances of its
own funds howsoever derived to any of the uses and purposes
mentioned in this Resolution. If the Agency shall pay or cause
to be paid, or shall have made provision to pay upon maturity or
upon redemption prior to maturity to the Registered Owners of the
Bonds, or 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, the lien of this
Resolution, including, without limitation, the pledge of the
Designated Tax Revenues and the other funds pledged hereunder,
890427 ajh B395.WLS(1) - 9 -
RESOLLTION NO. 220
and all other rights granted hereby, shall thereupon cease,
terminate and become void and be discharged and satisfied, and
the Bonds and interest 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, 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, which are not required for the payment or redemption
thereof, 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 of this
Resolution. In the event the Bonds are not by their terms
subject to redemption within the next succeeding 60 days the
Agency shall give the Fiscal Agent in form satisfactory to it
irrevocable instructions to provide notice, as soon as practic-
able, to the Registered Owners of such Bonds that the deposit
required in this Section 3.B has been made and that the Bonds are
deemed to have been paid in accordance with this Section and
stating 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. 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, at the written direction of the Agency, 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.
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RESOLUTION NO. 220
Section 4. Description of Bonds; Disposition of
Proceeds. The Bonds shall be designated "Palm Desert
Redevelopment Agency, Project Area No. 1, As Amended (Added
Territory Only), Subordinate Tax Allocation Bonds, Issue of
1989". The Bonds shall be issued in the aggregate principal
amount of not to exceed $6,000,000, shall be dated as of May 1,
1989, and shall be issued in the form of Fully Registered Bonds,
in denominations of $5,000 each or any integral multiple thereof.
The designation of the Bonds may contain such further descriptive
terms as may be approved by the Executive Director of the Agency
and the signature of the Executive Director appearing on the
Bonds shall be conclusive evidence of such approval.
The Fiscal Agent, on behalf of and as agent for the
Agency, shall receive the proceeds from the sale of the Bonds
upon the delivery of the Bonds to the original purchasers thereof
and shall dispose of such proceeds as follows:
A. Accrued interest and premium, if any, paid by the
Underwriter shall be placed in the Subordinate Bond Interest
Payment Account of the Special Fund.
B. A sum equal to the lesser of (i) ten percent of
the proceeds of the Bonds or (ii) Maximum Annual Debt Service,
which sum shall be set forth in a certificate or instructions of
the Executive Director and provided to the Fiscal Agent, shall be
deposited into the Subordinate Reserve Account of the Special
Fund.
C. After making the above transfers, the balance of
the proceeds from the sale of the Bonds shall be transferred to
the Redevelopment Fund; provided, however, that prior to making
such transfer, the Fiscal Agent shall transfer to the Costs of.
Issuance Account an amount specified in a certificate or
instructions of the Executive Director and pay the amounts
specified therein to the designated payees.
Section 5. Interest and Maturities. The Bonds shall
mature and shall bear interest payable semiannually during the
term thereof, in accordance with the principal payment and
interest rate schedule set forth on Exhibit D, attached hereto.
The principal amounts which mature serially and the interest rate
or rates shall be inserted by the Secretary on such Exhibit D
upon execution by the Executive Director of the Bond Purchase
Agreement. Each 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.
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RESOLUTION NO. 220
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 authentication date thereof unless (i) such authentication
date shall be an interest payment date, in which case it shall
bear interest from such interest payment date; (ii) such
authentication date shall be prior to the sixteenth day of the
month preceding the first interest payment date, in which case it
shall bear. interest from the date of the Bonds, or (iii) such
authentication date is on acid between the sixteenth day of the
month preceding an interest payment date and such interest
payment date, in which case it shall bear interest from such
interest payment date. The Fiscal Agent shall not be required to
register the transfer or exchange of any Bond between 15 days
preceding any date established by the Fiscal Agent for the
selection of Bonds for redemption and the date of such selection
and as to any Bond selected for redemption. Interest on the
Bonds shall be paid by the Fiscal Agent, out of the.appropriate
funds, by check or draft mailed by first class mail 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 day of themonthbreceding the interest payment date. .
Payment of interest on the Bonds shall not be conditioned upon
presentation or surrender of the Bonds. Interest shall be
calculated on the basis of a 360-day year with twelve 30-day
months. The Bonds shall mature on the dates of each of the years
and in the amounts set forth in the principal payment and
interest rate schedule attached hereto as Exhibit D. The Fiscal
Agent, on behalf of and as agent for the Agency, shall receive
the proceeds from the sale of the Bonds upon the delivery of the
Bonds to the Underwriter and shall dispose of such proceeds as
provided in Section 4 hereof.
• Section-6. Place of Payment. The Bonds and any
premiums upon the redemption thereof prior to maturity, shall be
payable in lawful money of the United States of America upon
surrender, except for interest which is payable by check or draft
as stated above, and shall be payable at the corporate trust
office of the Fiscal Agent in Los Angeles, California.
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." Such form is hereby approved
and adopted as the form of the Bonds, and of the redemption,
exchange, registration and assignment provisions pertaining
thereto, with necessary or appropriate variations, omissions and
insertions, as permitted or required by this Resolution or any
Supplemental Resolution.
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RESOLUTION NO. 220
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 denomina-
tions 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 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 can-
cellation 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 the
Executive Director or one other member of the governing board or
officer of the Agency, and the seal of the Agency shall be
impressed, imprinted or reproduced thereon. The Chairman, the
Executive Director 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 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 transfer or
exchange shall be required to be :jade between 15 days preceding
any date established by the Fiscal Agent for the selection of
890427 ajh B395.WLS(1) - 1 3 -
RESOLUTION NO. 220
Bonds for redemption and the date of such selection and as to any
Bond selected for redemption. Such exchanges may be subject to
costs or charges to the person, firm or corporation requesting
such exchange, 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 $5,000 or a whole multiple thereof.
Section 10. Bond Register. The Fiscal Agent shall
keep or cause to be kept at its corporate trust office in Los
Angeles, California, sufficient books for the registration and
transfer of the Bonds, which shall at all reasonable 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. Call for Redemption. The outstanding Bonds, or
any of them, may be called before maturity and redeemed as
follows:
A. The Bonds maturing on or prior to the date or
dates set forth in the redemption schedule attached hereto as
Exhibit E, are not subject to optional call or redemption by the
Agency prior to their respective maturities.
B. The outstanding Bonds maturing on or after
the date or dates set forth in the redemption schedule attached
hereto as Exhibit E, may be called before maturity and redeemed,
at the option of the Agency, in whole from the proceeds of
refunding bonds or refunding obligations, or in whole or in part
from any other source, on the date or dates specified in such
schedule, or on any interest payment date thereafter prior to.
maturity, in inverse order of maturity and by lot within a
maturity. Bonds so 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, and
the premium or premiums set forth in the redemption schedule
attached hereto as Exhibit E. The Agency may, and, if required
by any provision of this Resolution or Supplemental 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
60 days prior to the redemption date.
B. Notice of Redemption. Notice of redemption prior
to maturity, except as provided below, shall be given by mailing
such notice by first-class mail not less than 30 nor more than 60
890427 .jh 8395.6LS(1) - 1 4 -
RESOLUTION NO. 220
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 redemption price; (iii) state 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, 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; (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; and (vi) state such other
matters as may be appropriate in the circumstances or which may
be requested by the Agency.
The actual receipt by the Registered Owner 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.
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 Registered Owner 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 Registered Owner failed actually to receive
such notice of call and redemption.
C. 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 the "Issue of 1989 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 (i) as part of a plan of defeasance
in accordance with Section 3.B hereof; and (ii) pursuant to
mandatory sinking fund account redemption. 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
890427 ajh B395.6L5(1)
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RESOLUTION NO. 220
on or prior to the redemption date upon the Bonds shall be paid
from the Special Fund upon presentation and surrender thereof.
D. 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.
E. 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
Registered Owners 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 destroyed with a certificate
of destruction sent to, or upon the order of, the Agency.
So long as any of the 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, and
the Redevelopment Law.
F. E rchase of Bonds. The Fiscal Agent, on behalf of
and at the specific written direction of the Agency, is hereby
authorized to purchase Bonds on the open market at any time at a
price not to exceed the principal amount of the Bonds plus the
applicable premium and accrued interest, if any, to the date of
purchase plus brokerage fees, if any. The Agency shall instruct
the Fiscal Agent regarding which maturity or maturities shall be
credited following such purchase.
Section 12. Funds. There is hereby continued by this
Resolution with the Treasurer a special trust fund called the
890427 ajh B395.WLS(1) - 1 6 -
RESOLUTION NO. 220
"Palm Desert Redevelopment Project, Redevelopment Fund" (the
"Redevelopment Fund"). There is hereby created by this
Resolution with the Treasurer a special trust account to be held
by the Fiscal Agent known as the Costs of Issuance Account.
There is hereby continued by this Resolution with the
Treasurer a special trust fund to be held by the Fiscal Agent
called the "Special Fund" (the "Special Fund") and there is
hereby created in the Special Fund the following trust accounts:
(i) the Subordinate Bond Interest Payment Account, (ii) the
Subordinate Serial Bond Payment Account, (iii) the Subordinate
Term Bond Sinking Fund Account, and (iv) the Subordinate Reserve
Account.
So long as any of the 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, and the Redevelopment Law.
Section 13. Redevelopment Fund. 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 certain public
improvements and other costs related thereto, and also including,
without limitation, in such costs:
A. The cost of any lawful purpose in connection with
such redevelopment; 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.
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. Designated Tax Revenues. The Designated
Tax Revenues are hereby allocated and irrevocably pledged to the
payment of the principal of and interest on the Bonds as in this
Resolution provided, and until all of the 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.E hereof, the Designated Tax Revenues shall be applied solely
to the payment of the Bonds and the interest thereon as in this
Resolution provided. Such allocation and pledge is for the
exclusive benefit of the Registered Owners of the Bonds and shall
be irrevocable. Designated Tax Revenues allocated to the Agency
shall not be payable to the Fiscal Agent on account of any Bonds
890427 ajh B395.WLS(1) - 1 7 -
RESOLC;TION NO. 220
when sufficient funds have been placed with the Fiscal Agent to
redeem all outstanding Bonds.
Section 15. Special Fund. All Tax Revenues and
Designated Tax Revenues shall be deposited by the Treasurer 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 (i) after having been applied in
accordance with Resolution No. 184, as amended and supplemented
•shall be designated as "surplus" and the Designated Tax Revenues
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. Subordinate Bond Interest Payment Account.
Deposits shall be made into the Subordinate Bond Interest Payment
Account so that the balance in such Account 30 days prior to the
date of the payment of any installment of interest on the Bonds
shall be equal to six months interest on the then outstanding
Bonds. Moneys in the Subordinate Bond Interest Payment Account
shall be used for the payment of interest on the Bonds as the
same becomes due.
B. Subordinate Serial Bond Payment Account. After •
the deposits have been made pursuant to subparagraph A above,
deposits shall next be made into the Subordinate Serial Bond
Payment Account so that the balance in such Account 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 Bonds. Moneys in the Subordinate Serial Bond
Payment Account shall be used for the payment of the principal of
such serial Bonds as the same become due.
C. Subordinate Term Bond Sinking Fund Account.
Commencing on a date 13 months prior to the first date set forth
on the schedule of Minimum Sinking Fund Payments, attached hereto
as Exhibit F, after the deposits have been made pursuant to
subparagraphs A and B above, if the Designated Tax Revenues are
sufficient therefor, deposits shall next be made into the
Subordinate Term Bond Sinking Fund Account so that the balance in
such Account 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. Moneys
in the Subordinate Term Bond Sinking Fund Account shall be used
and applied by the Fiscal Agent to call and redeem the amount of
Outstanding term Bonds to be called pursuant to the applicable
schedule, with the moneys available therefor. 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 a Supplemental Resolution. In lieu or partially in
890427 ajh 8395.WLS(1) - 1 8 -
RESOLUTION NO. 220
lieu of such call and redemption, moneys in the Subordinate Term
Bond Sinking Fund Account may be used to purchase Outstanding
term Bonds in the manner hereinafter provided. Purchases of
Outstanding term Bonds shall be made at the specific written
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 may
be paid from the amount reserved in the Subordinate Bond Interest
Payment Account for the payment of interest on the next following
interest payment date. The Fiscal Agent shall cancel the
purchased Bonds and apply such cancelled Bonds to the Sinking
Fund Payments.
D. Subordinate Reserve Account. After the deposits
have been made pursuant to subparagraphs A, B and C above, if the
Designated Tax Revenues are sufficient therefor, deposits shall
next be made into the Subordinate Reserve Account so that the
balance in such Account shall equal to not less than the lesser
of ten percent of the proceeds of the Bonds or Maximum Annual
Debt Service on all 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 lesser of ten percent
of the proceeds of the Bonds or Maximum Annual Debt Service on
.all Bonds, or such other amount. Moneys in the Subordinate
'Reserve Account shall be used solely for the purpose of paying
the interest on and principal of the Bonds and making Minimum
Sinking Fund Payments on term Bonds in the event that the moneys
in the Subordinate Bond Interest Payment Account or Subordinate
Serial Bond Payment Account or Subordinate Term Bond Sinking Fund
Account are insufficient therefor and for that purpose the Fiscal
Agent shall withdraw and transfer moneys from the Subordinate
Reserve Account to the appropriate Account. Moneys in the
Subordinate Reserve Account may be used to pay the interest on
and principal of the last outstanding maturity of the Bonds so
that the issue of Bonds will be retired. Any substitution of the
moneys in the Reserve Account by means of insurance, surety or
othewise shall be subject to the prior written consent of the
Bond Insurer.
E. No Default: Surplus. It is the intent of this
Resolution: (i) that the deposits in subparagraphs A, B and C
above to the Subordinate Bond Interest Payment Account, the
Subordinate Term Bond Sinking Fund Account, the Subordinate
Serial Bond Payment Account, respectively, shall be made as
scheduled, and (ii) that the deposits in subparagraph D above to
the Subordinate Reserve Account, respectively, shall be made as
scheduled, if and only if the total of the Designated Tax
Revenues are sufficient therefor. Failure to make the required
deposits into the Subordinate Reserve Account, as specified in
890427 ajh 8395.WLS(1) - 1 9 -
RESOLUTION NO. 220
subparagraph D above, shall not be an event of default, if, and
only if, the Designated Tax Revenues are insufficient therefor.
Should it be necessary to defer all or part of any deposit
referred to in subparagraph D above, such deferred deposits shall
be cumulative and shall be made when the total of the Designated
Tax Revenues are sufficient to make the deposits required by
subparagraphs A, B and C and thereafter make the deposits
required by subparagraph 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 Designated Tax
Revenues to be received for the next Fiscal Year by the Agency,
as set forth in a certificate of an Independent Financial
Consultant, based upon the most recent assessed valuation of
taxable property in the Project Area, furnished by the appro-
priate officer of the County of Riverside, are at least equal to
120 percent of Maximum Annual Debt Service on all Bonds, and any
loans, advances or indebtedness payable from Designated 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 as set forth in subparagraph C above. The Fiscal
Agent shall pay such balance to the Agency within five business
days of written request for such amount from an authorized •
representative of the Agency and a receipt of a certificate as to
the matters specified in clause (ii), 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 trust accounts or 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
shall, upon written request of the Agency, be invested by the
Fiscal Agent, subject to the following restrictions:
A. Moneys in the Redevelopment Fund shall be
invested only in Permitted Investments 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 Subordinate Bond Interest Payment
Account, the Subordinate Serial Bond Payment Account, and the
890427 ajh B395.411.8(1) -20-
RESOLUTION NO. 220
Subordinate Term Bond Sinking Fund Account shall be invested only
in Permitted Investments 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.
C. Moneys in the Subordinate Reserve Account shall be
invested only in Permitted Investments which will by their terms
mature in not more than two years, but in no event in obligations
which mature after the final maturity date of the Bonds.
D. Moneys in the Redemption Fund shall be invested
only in Permitted Investments which will by their terms mature .
not later than the earlier of (i) two years, or (ii) the date the
'Agency or Fiscal Agent estimates the moneys represented by the
particular investment will be needed for withdrawal from such
Fund.
E. Moneys in the Rebate Fund shall be invested in
Federal Securities which will by theirterms mature not later
than the earlier of (i) two years, or (ii) the date the Fiscal
Agent expects receipt of instructions to pay such amounts to the
United States government.
The moneys held by the Fiscal Agent shall be invested
in Permitted Investments.
The value of Permitted Investments shall be determined
as follows: "Value", as of any particular time of determination,
means that the value of any investments shall be calculated as
follows:
1. as to investments the bid and asked prices of
which are published on a regular basis in The Wall Street Journal
or The New York Times: the average bid and asked prices for such
investments so published on or most recently prior to such time
of determination;
2. as to investments the bid and asked prices of
which are not published on a regular basis in The Wall Street
Journal, or The New York Times: the average bid price at such
time of determination for such investments by any two nationally
recognized government securities dealers (selected by the Fiscal
Agent in its absolute discretion) at the time making a market in
such investments;
3. as to certificates of deposit and bankers
acceptances: the face amount thereof, plus accrued interest; and
4. as to any investment not specified above: the
890427 sjh 8395.YLS(1) -21-
RESOLUTION NO. 220
value thereof established by prior agreement between the Agency
and the Fiscal Agent.
If more than one provision of this definition of
"value" shall apply at any time to any particular investment, the
value thereof at such time shall be determined in accordance with
the provision establishing the lowest value for such investment.
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, at the written direction of the Agency, 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 iilport are used,
such reference shall include, without limitation, investments in
such Fund or Account.
The Fiscal Agent shall be required to make investments
only upon the written direction of the Agency. In the absence of
such written direction, the Fiscal Agent shall invest solely in
units of a taxable government money market portfolio restricted
to obligations issued or guaranteed as to payment of principal
and interest by the full faith and credit of the United States
Government or repurchase agreements collateralized by such
obligations.
Section 17. Issuance of Parity Bonds. The Agency may
provide for the issuance of, and sell, Parity Bonds in such
additional principal amounts as it estimates will be needed for
the purposes of the Redevelopment Law. 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.
890427 ajh B395.YLS(1) - 2 2 -
RESOLUTION NO. 220
B. Designated 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 Added Territory,
shall be at least equal to 120 percent of the Maximum Annual Debt
Service on the Bonds, Parity Bonds and any loans, advances or
indebtedness payable from Designated Tax Revenues on a parity
with the Bonds pursuant to Section 33670 of the Redevelopment
Law, which will be outstanding following the issuance of such
Parity Bonds.
C. The resolution providing for such Parity Bonds
shall require that from the proceeds of the sale thereof_or from
other legally available funds there shall be deposited in the
Reserve Account in the Special Fund an•amount such that the
balance in such Account shall equal the lesser of ten percent of
the proceeds of the Parity Bonds or Maximum Annual Debt Service.
D. The Parity Bonds shall be serial Bonds or term
Bonds, or both, and the interest thereon shall be payable semi-
annually on the same dates as interest on the Bonds is payable on
a fixed rate, and not a variable rate, basis.
Section 18. Covenants of. the Aaencv. 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 Registered Owners 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 Designated
Tax Revenues:
Covenant 1. Complete Redevelopment Project:
Amendment to Redevelopment Plan. The Agency covenants and agrees
that it will diligently carry out and continue to completion,
with all practicable dispatch, the redevelopment of the Project
Area, in accordance with its duty to do so under and in
accordance with the Redevelopment Law and the Redevelopment Plan
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 Registered Owners.
Covenant 2. Use of Proceeds; Manaaement and
Operation of Properties. The Agency covenants and agrees that
the proceeds of the sale of the Bonds shall be deposited and used
as provided in this Resolution and that it will cause all
890427 ajh B395.M.S(1)
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°ESOLUTION NO. 220
properties owned by it and comprising any part of the Project
Area, 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 on a
parity with the 1985 Bonds or any obligations payable, either as
to principal or interest, from the Designated Tax Revenues which
have, or purport to have, any lien upon the Designated Tax
Revenues prior or superior to the lien of the Bonds herein
authorized. The Agency will not issue any obligations payable,
either as to principal or interest, from the Designated Tax _—
Revenues, which have, or purport to have, any lien upon the ,
Designated 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 Designated 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 (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 Designated Tax Revenues,
which is junior to the Bonds herein authorized, or (iii) from
issuing and selling bonds or other obligations which are payable
from sources other than the Designated 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 and 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, 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 Designated Tax Revenues or other legally
available funds to pay the principal thereof 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.
890427 ajh 8395.WLS(1) - 2 4 -
RESOLUTION NO. 220
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, and the
Designated Tax Revenues, and other funds relating to such
redevelopment, and will prepare within 180 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 Designated 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 the Fiscal Agent and to
any Registered Owner upon written request.
Covenant 7. Further Redevelopment Covenants. The
proceeds of the Bonds shall be used only for a "redevelopment
activity" or for costs associated with financing a "redevelopment
activity" as that term is defined in Section 33678 of the
Redevelopment Law.
•
Covenant 8. Disposition of Property. The Agency
covenants and agrees that it shall not dispose of more than ten
percent of the land .area in the Project Area, 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 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 Registered Owners.
Covenant 9. Protection of Security and Rights of
Registered Owners; No Arbitrage; Other Tax Covenants. The
Agency covenants and agrees to preserve and protect the security
of the Bonds and the rights of the Registered Owners 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
Registered Owners is includable in gross income of the recipient
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
Registered Owners becoming includable in gross income of the
recipient under federal income tax laws. Any opinion of such
counsel may be based upon, insofar as it relates to factual
890427 sjh B395.14LS(1) — 2 5 —
RESOLUTION NO. 220
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
further covenants and agrees that it shall take no action and
shall permit no action to be taken which would cause the Bonds to
be federally guaranteed within the meaning of that term under
Section 149(b) of the Code. The Agency hereby further covenants
and agrees that it shall take no action and shall permit no
action to be taken which would cause the Bonds to be arbitrage
bonds within the meaning of that term under Section 148 of the •
Code. The Agency hereby further covenants and agrees that it
shall comply with the rebate provisions of Section 148(f) of the
Code, as more particularly described in Section 25 hereof.
Covenant 10. Statement of Indebtedness. The
Agency covenants and agrees to cause to be filed on a timely
basis any and all statements of indebtedness pursuant to Section
33675 of the Redevelopment Law.
Covenant 11. Further Tax Covenants. 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 Registered
Owners of the Bonds is includable in gross income of the
recipient under federal income tax laws on the date of issuance
of the Bonds. In order to preserve the exclusion from gross
income of interest on the Bonds, and for no other reason, the
Agency covenants to comply with all applicable requirements sof
the Code, together with any amendments thereto or regulations
promulgated thereunder, as well as any applicable existing
regulations,, necessary to preserve such exclusion from gross
income and specifically covenants, without limiting the
generality of the foregoing, that:
A. It will make no use of the proceeds of the
Bonds at any time during the term thereof which, if such use had
been reasonably expected at the date the Bonds are issued, would
have caused such Bonds to be "arbitrage bonds" within the meaning
of Section 148 or. "private activity bonds" within the meaning of
Section 141 of the Code and the regulations;
B. Not more than ten percent, if any, of the
proceeds of the Bonds shall be used for any private business
use, within the meaning of that term under Section 141(b)(1) of
the Code, and not more than five percent, if any, of the private
business use, if any, is "unrelated" or "disproportionate" to the
890427 ajh B395.YLS(1) - 2 6 -
RESOLUTION NO..220
governmental use of the proceeds (for purposes of Section 141 of
the Code). Not more than five percent, if any, of the proceeds
of the Bonds shall be used (directly or indirectly) to make or
finance loans (other than loans described in Section 141(c)(2) of
the Code) to persons other than governmental units;
C. It will ensure that the payment of principal
of'and interest on the Bonds shall not be directly or indirectly
guaranteed (in whole or in part) by the United States (or any
agency or instrumentality thereof) and no portion of the moneys
contained in any of the Funds or Accounts created herein shall be
(i) used in making loans guaranteed by the United States (or any
agency or instrumentality thereof); (ii) invested directly or
indirectly in deposits or accounts insured by the Federal Deposit
Insurance Corporation, Federal Savings and Loan Insurance
Corporation, National Credit Union Administration or any other
similar federally chartered corporation; (iii) otherwise invested
directly or indirectly in obligations guaranteed (in whole or in
part) by the United States (or any agency or instrumentality
thereof); except (1) during the initial period following issuance
of the Bonds and ending on the final expenditure of the Bond
proceeds; and•(2) for amounts held in the Subordinate Reserve
Account, or other reserve funds satisfying Section 148(d) of the
Code; (3) for amounts held in the Special Fund and other bona
fide debt service funds; (4) for investments in obligations
issued by the United States Treasury; (5) for investments in
obligations guaranteed by the Federal National Mortgage
Association, Government National Mortgage Association or Federal
Home Loan Mortgage Corporation, or (6) for investments permitted
under regulations issued pursuant to Section 149(b)(3)(B) of the
Code;
D. (i) it shall keep a detailed accounting of all
transactions contemplated under this Resolution orin any way
relating to the receipt or disbursement of any of the Gross
Proceeds of the Bonds (whether received, held or paid by the
Agency, the Fiscal Agent or any other person) for a period of six
years after the later of the date of payment of all Excess
Investment Earnings to the United States or the date the Agency
disburses the last of the Gross Proceeds of the Bonds;
(ii) except for the investment of moneys in tax-exempt bonds or
Gross Proceeds invested during an applicable temporary period
permitted under the Treasury Regulations or amounts invested in a
reasonably required reserve or replacement fund (subject to the
limitations of Section 148(d) of the Code), it will not allow
Gross Proceeds of the Bonds to be invested at any time in
Investment Property with a yield in excess of the yield on the
Bonds (determined in accordance with Section 148(h) of the Code)
plus one -eighth of one percent; (iii) it will neither invest
Gross Proceeds nor cause Gross Proceeds to be invested in
Investment Property if the yield on such Investment Property
would be less than the yield that would have resulted in an
e90427 •jh B395.WLS(1) — 2 7 —
RESOLUTION NO. 220
arm's-length transaction; and (iv) it will not sell or otherwise
dispose of or cause to be sold or otherwise disposed of
Investment Property, if such sale or disposition would result in
a smaller profit or larger loss than would have resulted from a
sale at fair market value arrived at in an arm's-length
transaction;
E. Notwithstanding the foregoing provisions
regarding restrictions on investment of Gross Proceeds, Gross
Proceeds in an amount not exceeding the lesser of five percent of
Bond proceeds or $100,000 may be invested at a yield in excess of
the yield on the Bonds plus one -eighth of one percent; and
F. It is the purpose of this Covenant 11 and
Section 25 hereof to preserve the exclusion of the interest paid
on the Bonds from gross income for the purposes of the Federal
income tax laws and the Agency will not take any action or omit
to take any action which, if taken or omitted, would adversely
affect such exclusion of interest on the Bonds from gross income
for Federal income tax purposes. Anything to the contrary
notwithstanding, if at any time the Agency determines that a
different manner or method of compliance is (i) required to
preserve the exclusion of interest on the Bonds from.gross income
for Federal income tax purposes or (ii) permitted, without
impairing the exclusion of interest on the Bonds from gross
income for Federal income tax purposes, the Agency may utilize.
such different manner or method at its election; provided,
however, that (i) the Agency has obtained an opinion of counsel,
addressed to the Agency, as to the preservation of the exclusion
of interest pn the Bonds from gross income for Federal income tax
purposes under the different manner or method and (ii) the Agency
has caused this Resolution to be amended to reflect such
different manner or method in accordance with Section 23 hereof.
Covenant 12. Amendment of Agreements. The Agency
shall not amend the County Reimbursement Agreement, the School
District Reimbursement Agreement or the School District
Cooperative Agreement in a manner which would impair the rights
of the Registered Owners.
Section 19. Taxation of Leased Prooertv. Whenever any
property in the Project Area has been redeveloped and thereafter
is leased by the Agency to any person or persons, other than a
public agency, or whenever the Agency leases real property in the
Project Area 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
890427 ajh 8395.WLS(1) - 2 8 -
RESOLUTION NO. 220
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 30 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 created pursuant to Agency
Resolution No. 184, as amended and supplemented.
Section 20. Fiscal Aaent and Pavina Aaents. The
Agency hereby appoints Security Pacific National Bank as Fiscal
Agent to act as the agent and depositary of the Agency for the
purpose of receiving Designated Tax Revenues and other funds in
trust as provided in this Resolution, to hold, allocate, use and
apply such Designated 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 capital and surplus of
at least $75,000,000. 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 responsi-
890427 ajh 6395.WLS(1) - 2 9 -
RESOLUTION NO. 220
bility 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.
The Agency agrees to indemnify the Fiscal Agent and
hold it harmless against any loss, liability or expense arising
out of or in connection with the performance of its duties, as
Fiscal Agent, including without limitation legal and other fees
and expenses except that the Fiscal Agent shall not be
indemnified against any such loss, liability or expense arising
out of its negligence or willful misconduct. The Fiscal Agent
shall be under no obligation to institute or defend any action,
suit or legal proceeding in connection herewith, unless first
indemnified and held harmless to its satisfaction in accordance
with the foregoing.
The Fiscal Agent may consult with counsel, -who may be
counsel to the Agency, with regard to legal questions, and the
opinion of such counsel shall be full and complete authorization
and protection in respect of any action taken or suffered by the
Fiscal Agent in good faith and in accordance therewith.
The Fiscal Agent shall undertake to perform such duties
As are specifically set forth herein and no implied duties or
obligations shall be read into this Resolution against the Fiscal
Agent.
The Agency shall pay to the Fiscal Agent compensation
for all services performed by it hereunder in accordance with a
fiscal agency agreement. The Agency shall also pay to the Fiscal
Agent such reasonable expenses, charges and other disbursements
and those of its attorneys, agents and employees incurred in and
about the administration and the performance of its duties
hereunder. The Fiscal Agency Agreement, attached hereto as
Exhibit C, is hereby approved, and the Executive Director of the
Agency is hereby authorized and directed to execute the Fiscal
Agency Agreement for and on behalf of the Agency and to approve
modifications thereto as recommended by the Financial Advisor or
Bond Counsel, and the signature of the Executive Director thereon
shall be conclusive evidence of such approval.
Section 21. Lost, Stolen. Destroyed or Mutilated Bonds
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
or the Fiscal Agent deems such surety bond necessary, as may from
time to time be determined and prescribed by resolution. The
890427 ajh 8395.WLS(1) — 3 0 —
RESOLUTION NO. 220
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 payment shall upon payment
therefor be canceled immediately. Any cancelled Bonds held by
the Fiscal Agent shall be destroyed and certification of their
destruction delivered to the Agency. Any Bonds purchased by the
Fiscal Agent as aforesaid shall be canceled immediately.
Section 23. Amendments. This Resolution, and the
rights and obligations of the Agency and of the Registered Owners
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 Registered Owners, 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 modifica-
tions or amendments do not adversely affect the rights of the
Registered Owners 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 the Bond Insurer
and Registered Owners holding at least 60 percent 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 Registered
Owner 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 Subordinate Term Bond Sinking
Fund Account, change the monetary medium in which principal and
interest is payable, or reduce the percentage of consent required
for amendment or modification. A copy of any document which
provides for a modification of amendment pursuant to clause (ii)
of the preceding sentence shall be transmitted by first class
mail to the Rating Agency.
Any act done pursuant to a modification or amendment
pursuant to this Section 23 shall be binding upon the Registered
Owners of all of the Bonds and shall not be deemed an infringe-
ment 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 Registered
Owner shall have any right or interest to object to such action
or in any manner to question the propriety thereof or to enjoin
890427 ajh B395.WLS(1) - 3 1 -
RESOLUTION NO. 220
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 resolu-
tion calling a meeting of Registered Owners for the purpose of
considering the action, the consent for which is desired.
B. Notice of Meeting. Notice specifying the purpose,
place, date and hour of such meeting shall be mailed by the
Agency, postage prepaid, to the respective Registered Owners of
the Bonds at their addresses appearing on the 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 by any Registered Owner 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 certifi-
cate 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 Registered
Owner to show that such Registered Owner failed to receive actual
notice of such meeting.
C.-- Voting Qualifications. The Registered Owners 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, with a statement of the maturities and numbers of the
Bonds held and deposited by each of such Registered Owners, and
no Registered Owners 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 Registered Owners 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
890427 Oh B395.WLS(1) - 3 2 -
RESOLL'TIOh V0. 220
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. 4uorum and Procedure. A representation of at
least 60 percent in aggregate principal amount of the Bonds then
outstandinq, exclusive of issuer-owned Bonds, if any, shall be
necessary to constitute a quorum at any meeting of Registered
Owners, 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 writinq, 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 Registered
Owner shall be entitled to one vote for every $5,000 principal
amount of Bonds with respect to which such Regi'stered Owner 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 meetinq. The Agency, by �its�duly authorized �.
representative, may attend any meeting of the Registered Owners,
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 Registered Owners a statement of the proposed
action, consent to which is desirec�, and if such action shall be
consented to and approved by Registered Owners holding at least
60 percent 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 Registered Owners 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.
The Agency shall not modify or amend this
Resolution so as to adversely affect the rights of the Fiscal
Agent hereunder without the prior written consent of the Fiscal
Agent.
Section 24. Proceedin�s Constitute Contract. The
provisions of this Resolution, of any Supplemental Resolution,
and any other resolution supplementinq or amendinq this
Resolution, shall constitute a contract between the Agency and
the Registered Owners and the provisions thereof shall be
enforceable by any Registered Owner, with the prior written
590427 aih 8395.YLs(1) — 3 3—
RESOL�TIUN h0. 220
consent of the Bond Insurer, for the equal benefit and protection
of all Registered Owners similarly situated by mandamus,
accounting, mandatory injunction or any other suit, action or
proceedinq at law or in equity that is now or may hereafter be
authorized under the laws of the State in any court of competent
jurisdiction. This contract is made under and is to be construed
in accordance with the laws of the State.
No remedy conferred hereby upon any Registered Owner is
intended to be exclusive of any other remedy, but each remedy is
cumulative and in addition to every•o�her 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. No waiver of any default or breach of duty or contract by
any Registered Owner shal� 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 Registered Owner 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 Registered Owners may be enforced and exercised as often as
may be deemed expedient. In case any suit, aCtion pr 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 detenained adversely to the Registered Owners, then, and in
every such case, the Agency and the Registered Owners shall be
restored to their former positions, rights and remedies as if
such suit, action or proceeding had not been brought or taken,
and �hould such suit, action or proceeding be abandoned or be
determined adversely to the Registered Owners, then, and in every
such case, the Agency and the Registered Owners 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 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. Rebate Fund.
a90427 ajh 8395.WLsc1) — 3 4—
RESOLL'TIO� ti0. 220
A. The Agency shall calculate Excess Investment
Earnings in accordance with paragraph B, below, and shall
instruct the Fiscal Agent to pay Excess Znvestment Earnings to
the United States government in accordance with paragraph C,
below. The term "Excess Znvestment Earnings" means an amount
equal to the sum of:
1. the excess of
(aj the aggregate amount earned from the
delivery date of tYie Bonds on all Investment Property
in which Gross Proceeds of the�Bonds are invested
(other than amounts attributable to an excess described
in this subparagraph 1), over
(b) the amount that would have been earned
if the yield on such Investment Property (other than
amoun.ts attributable to an excess described in this
subparagraph 1) had been equal to the yield on the
Bonds, . .
plus
2. any income attributable to the excess
described in subparagraph 1, above. ,
B. At or prior�to the last day of the first Computa-
tion Year, the Agency shall calculate the Excess Investment ,
Earnings referenced in subparagrapir 1 of paragraph A, above, as
of the last day of such Computation Year and shall deposit the
same from the Redevelopment Fund or any other lawfully available
moneys of the Agency or direct the Fiscal Agent to transfer the
same from the Special Fund into the Rebate Fund. Thereafter,
prior to the last day of each Computation Year and on the date of
the reti•rement of the Bonds, the Agency shall cause to be
prepared and filed with the Fiscal Agent a calculation of the
amount of Excess Investment Earnings referenced in subparagraphs
1 and 2 of paragraph A as of the last day of such Computation
Year and again make such deposit and direct the Fiscal Agent to
make corresponding transfers into the Rebate Fund. The
calculations shall be made by an attorney or firm of attorneys of
favorable reputation in the field of municipal bond law or an
independent certified public accountant or other expert retained
by the Agency in accordance with the following:
1. Except as provided in subparagraph 2, below,
in determining the amount described in subparagraphs 1(a)
and 2 of paraqraph A, above, the agqregate amount earned on
Investment Property shall include (i) all income realized
under federal income tax accounting principles (whether or
not the person earning such income is subject to federal
890427 ajh 8395.NL5(1) — 3 5—
RESOLUTIO� N0. 220
income tax) with respect to such Investment Property and
with respect to the reinvestment of investment receipts from
such Investment Property (without regard to the transaction
costs incurred in acquiring, carrying, selling or redeeming
such Investment Property�, including, but not limited to,
gain or loss realized on the disposition of such Investment
Property (without regard to when such gains are taken into
account under Section 453 of the Code relatinq to the
taxable year of inclusion of gross income), and income under
Section 1272 of the Code (relating to oriqinal issue
discount) and (ii) any unrealized gain or loss as of the
date of retirement of the Bonds if any Investment Property
is retained after such date.
2. In determining the amount described in
subparagraph 1 of paragraph A, an obligation or security
shall be treated as acquired for its fair market value at
the time it becomes an Investment Property, so that gain or
loss on the disposition of such an obligation or security
shall be computed with reference to such fair market value
as its adjusted basis.
3. In determining the amount described in
subparagraph 1(b) of paragraph A, above, the yield on the
Bonds shall be determined based on the actual yield of the
Bonds through maturity (with adjustments for discount or
premium) calculated in accordance with Section 148(h) of the
.Code . � '
e 4. In detenaining the amount described in
� subparagraph 2 of paragraph A, all income attributable to
the excess described in subparaqraph 1 of paragraph A must
be taken into account, whether or not that income exceeds
the yield with respect to the Bonds, and no amount may be
treated as "negative arbitrage."
C. Upon direction of the Agency, the Fiscal Agent
shall pay Excess Investment Earnings to the United States of
America in installments with the first payment to be made not
later than 30 days after the end of the fifth Computation Year
and with subsequent payments to be made not later than five years
after the precedinq payment was due. The Agency shall assure
that each installment is in an amount equal to at least 90
percent of the Excess Investment Earnings with respect to the
Bonds as of the close of the immediately preceding Computation
Period. Upon the direction of the Agency, which direction shall
be qiven before 60 days after the retirement of the Bonds, the
Fiscal Agent shall pay from the Rebate Fund, or the Aqency shall
pay directly, 100 percent of the theretofore unpaid Excess
Investment Earnings of the Bonds. The Fiscal Agent or the Agency
shall remit such payments to the United States of America at the
address and in the manner directed by the Agency prescribed
�2� a�n e395.u�sc�> -36-
RESOL�TIOti V0. 220
pursuant to the Code as the same may be in time to time in
effect, together with such reports and statements prepared by
Agency as may be required pursuant to the Code. If the Fiscal
Agent follows the written instructions as supplied by the Agency,
it shall be deemed to have complied with this subsection and
shall have no responsibility to calculate Excess Investment
Earnings or to take action in the absence of instructions from
the Agency.
D. In order to assure tha� Excess Investment Earnings
are paid to the United States rather than to a third party,
investments by the Agency in certificates of deposit and in
investment agreements shall be made only in accordance with the
applicable �equirements of the Code therefor as from time to time
in effect. The Agency shall give the Fiscal Agent instructions
regarding such investments and the Fiscal Agent shall have no
liability if it follows those instructions or if it fails to take
any action in the absence of instructions.
E. The Agency shall keep and retain for a period of
six years following the retirement of the Bonds records of the
determinations made pursuant to this Section 25. The Agency
shall keep a record of all investments made with Gross Proceeds
in the Redevelopment Fund and any other fund or account held by
it and containing Gross Proceeds of the Bonds. The Fiscal Agent
shall keep � record of all investments made with moneys on �
deposit in any Fund or Account held by it hereunder•and shall �
provide such records to the Agency at least quarterly. Such
records shall contain a reference to the date of purchase, the
date of sale, the p�rchase price, the sales p�ice, the principal
amount and coupon rate of each obligation purchased or sold.
F. Payments pursuant to this Section 25 shall be made
to the maximum extent po�sible from moneys on deposit in the
Rebate Fund and, to the extent of any deficiency therein for such
purpose, shall be made from the Special Fund and the Redevelop-
ment Fund. In the event of any remaining deticiency in
available moneys for the purposes of such.transfer, such
deficiency shall be paid by the Agency from any available funds.
G. Notwithstanding any provision in this Section 25 to
the contrary, in the event that the Agency has received an
opinion of counsel that, pursuant to the provisions of Section
148(f)(4)(C) of the Code, the Bonds are to be treated as meeting
the requirements of paragraphs (2) and (3) of 9ection i48(f) of
the Code, no payments need be made to the United States
government and all amounts in the Rebate Fund shall be
transferred to the Special Fund.
The Agency shall provide the Fiscal Agent with
certificates and other information necessary for the Fiscal Agent
890427 ajh 8395.YL5(1) — 3 7—
RESULLTIOh N0. 220
to transmit to the United States Department of the Treasury the
payments, statements and forms described above.
The Agency shall advise the Fiscal Agent of any
investment limitations that may arise requiring restrictions or
modifications of any of the investments otherwise permitted under
this Resolution, and shall provide the Fiscal Agent with such
further supplemental instructions as may be appropriate in the
circumstances, and the Fiscal Agent shall, to the extent
--- possible, follow those instructions.
Section 26. Unclaimed Funds. Notwithstanding any
provisions of this Resolution, any moneys deposited with the
Fiscal Agent for the payment of the principal of, or interest or
premium on, any Bonds and remaining unclaimed for six years after
the principal of all the Outstanding Bonds has become due and
payable (whether at maturity or upon call for redemption or by
declaration as provided in this Indenture) shall then be repaid
to the Agency upon its written request,.and the Owners of such
Bonds shall thereafter be entitled to look only to the Agency for
payment thereof, and all liability of the Fiscal Agent with
respect to such moneys shall thereupon cease. �
Section 27. Bond Purchase Aqreement. The Bond
�urchase Agreement attached hereto as Exhibit B, is hereby
approved, and the Executive Director of the Agency is her�by
authorized and directed to execute the Bond Purchase Agreement
for and on �ehalf of the Aqency and to approve modifications
thereto as recommended by Agency legal counsel to the Agency, and
the signature of the Executive Directo� thereon shall be
conclusive evidence of such approval, provided that (i) the
Maximum Annual Debt Service on the Bonds does not exceed
$610,000, (ii) the term of the Bonds is not less than twenty
years, but.the t�rm does not extend beyond November 1, 2016, and
(iii) the purchase price of the Bonds is not less than 98.00
percent of the par value of the Bonds, if Bond Insurance is
provided, and not less than 97.50 percent of the par value of the
Bonds if no Bond Insurance is provided. •
Section 28. Preliminary Official Statement. The staff
of the Agency, its Financial Advisor and the Underwriter are
hereby authorized and directed to prepare a preliminary Official
Statement regarding the Bonds to be furnished to prospective
purchasers of the Bonds. Such preliminary Official Statement and
the final Official Statement shall be substantially in the form
presented to the Agency at this meeting and now on file in the
office of the Secretary and the Executive Director. The
Underwriter is hereby authorized and directed to cause to be
furnished to prospective purchasers a reasonable number of copies
of such preliminary Official Statement.
890427 �jh 8395.YLS(1) - 3 8-
RESOLLTION ti0. 220
Section 29. General Authorization. The members of the
Agency, and its officers, deputy officers, employees, consultants
and legal counsel are hereby authorized to do all acts and things
which may be required_of them�by this Resolution, or which may be
necessary or desirable in carrying out the issuance of the Bonds
as provided by this Resolution and all matters incidental
thereto. All such acts and things heretofore done are hereby
approved, ratified and confirmed.
Section 30. Severabilitv. If any covenant, agreement
or provision, or any portion thereof contained in this Resolu-
tion, 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 aff�cted, and this Resolution and the Bonds issued pursuant
hereto shall remain valid and the Registered Owners shall retain
all valid rights and benefits accorded to them under this
--- Resolution and the Constitution and laws of the State of �
California� �f the provisions relating_to the appbintment and
duties of a Fiscal Agent are held to be unconstitutional, invalid
or unenforc�able, such'duties shall be performed by the Treasurer
or other appropriate officer of the Agency.
890427 sih 9395.4�sct) — 3 9—
RESOL�TIOti ti0. 220
�
Section 31. Effective Date. This Resolution shall
become effective upon its adoption.
PASSED, APPROVED AND ADOPTED THIS 2�th day of
April 1989.
AYES : KELLY, WILSON
NOES : NONE
ABSENT: BENSON
ABSTAIN: CRITES, SNYDER
ATTEST:
---. .
�, ,
��.
��cretary
(Seal)
—� -
C L�L�C-�
� ,
0
890427 �jh 8395.HLS(1)
-40-
0
RESOLLTIO\ \0. 220
�FORM OF FULLY REGISTERED ,NDJ
UNZTED STATES OF AMERICA
STATE OF CALIFORNIA
COUNTY OF RIVERSIDE ,
CITY OF PALM DESERT
PALM DESERT REDEVELOPMENT AGENCY
PROJECT AREA NO. l, AS AMENDED (ADDED TER.RITORY ONLY)
� SUBORDINATE TAX ALLOCATION BOND
ISSUE �OF 2989
[�����
INTEREST RATE MATURZTY DATE � DATEO DATE CUSIP N0.
REGISTERED OWNER:
PRINCIPAL SUM:
The PALM DESERT REDE�IELOPI�ENT 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 the registered owner stated above, or registered _
assigns, herein sometimes referred to as "Reqistered O�aners",
subject to the right of prior redemption hereinafter mentioned,
the principal sum stated above and to pay such Registered Owner
by check or draft mailed by first class mail thereto, at such
Owner's address as it appears on the register kept by the Fiscal
Aqent at the close of business,on the fifteenth day of tiie month
preceding the interest payment d'ate, interest on such principal
sum from the interest payment date next precedinq the date
hereof, unless the date hereof is prior to in which
event from or unless the date hereof is after the fifteenth day
of the month preceding an interest payment date and on or before
such interest payment date, in which event from such interest
payment date 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
EXHIBIT A
RESULCTIUti ��. 220
Security Pacific National Bank, Fiscal Agent for the Agency, in
Los Angeles, California.
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, th� 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 Qf 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 DesertoRedevelopment Agency, Palm
Project Area No. 1, As Amended (Added Territory Only),
Subordinate Tax Allocation Bonds, Issue of 1989 (the "Bonds") in
aqgregate 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 Section 33000, se .) and
Article 4 of the Joint Exercise of Powers Act (California
Government Code Section 6584, g� seQ.) for the corporate purposes
of the Aqency in aidinq in the financinq of the redevelopment of
the Project Area above designated, and are authorized by and
issued pursuant to Resolution No. adopted by the
Agency on (such Resolution No.
herein 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 Bondhoiders, and for a statement of the riqhts of the
Bondholders, and by the acceptance of this Bond the registered
owner hereof assents to all of the terms, conditions and
provisione of the Resolution. In the manner provided in the
Resolution, the Resolution and the rights and obligations of the
Aqency and of the Bondholders may, with certain exceptions as
stated in the Resolution, be modified or amended with the consent
of the Reqistered Owners of 60 percent in agqreqate 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.
-2-
e90403 •jh 8314.r1s(1)
RESOLL°TIO� \0. �'_'U
The principal of this Bond and the interest hereon are
secured by an irrevocable pledge of, and �re payable solely from
the Surplus Tax Revenues, as such terms are defined in the
Resolution, and certain other funds, all as more particularly set
forth in the Resolution. The Resolution is adopted under and
this Bond is issued under and is to be construed in accordance
with the laws of the State of California. -
The outstanding Bonds maturing on or after
, may.be called before maturity and redeemed at the
option of the Agency, in whole from the proceeds of refunding
bonds, or in whole or in part from any other source of funds, on
"� , or on any interest payment date thereafter
prior to maturity (the "redemption date"). Zf 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 redem�t'ion shall be redeemed at a
redemption price for each redeemed bond equal to the p��cipal
amount thereof, premium, if any, plus accrued interest to the
redemption date. Notice of call and redemption prior to maturity
shall be given as provided in the Resolution. '.
The actual receipt by the Registered Owner of any Bond
of notice of such redemption shall not be a condition precedent
to redemption, and failure to receive such notice shall not
affect the validity of the proceedings for the redemption of such
Bonds or the cessation of interest on the redemption date. �
This Bond is issued in fully registered form, is�
sometimes referred to herein as a"Fully Reqistered Bond" and is
negotiable only by transfer of registration. This Bond may be
exchanged for�a like aggregate pFincipal amount of Fully
Registered Bonds of other authorized denominations, all as more
fully set forth in the Resolution. This Bond is transferable by
the reqistered 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
aggreqate principal amount of the same issue will be issued to
the transferee in exchange therefor. '
The Agency, the Fiscal Aqent and any Payinq Agent may
treat the reqistered owner hereof as the absolute owner hereof
for all purposes, and the Aqency, the Fiscal Aqent and any Paying
Agent shall not be affected by any notice to the contrary.
-3-
S9W��3 ajh t314.�1s(1)
K�iSUL[;TIO;; \0. 220
The Fiscal Agent shall not be
transfer or exchange of•any Bond within
selection of the Bonds for redemption or
for redemption.
0
required to register the
15 days preceding
as to any Bond selected
This Bond shall not be entitled to ariy 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 signatures of its Chairman and Secretary and the seal
of the Agency to be imprinted hereon�all as of the day.of
• Chairman
(Seal)
Secretary
-4-
e90403 •jh t314.r1s(1)
KESOLL'TIO� \0. 220
[FORM OF CERTIFICATE OF AUTHENTZCATION
OF FULLY REGZSTERED BONDS]
This is one of the Bonds described in the within-mentioned
Resolution.
• , Fiscal Aqent
By
Authorized Officer
�
[FORM OF ASSIGNMENT ON FULLY REGISTERED BONDS]
, � For v�lue received
hereby�sells, assigns and transfers unto
�`� the within-mentioned Bond and hereby
.� i�revocab�y constitutes and appoints '
, attorney, to transfez the same
-on�the books of the Fiscal Agent with full power of s�bstitution
in �he.premises.
Dated:
Note: �The siqnature to this Assiqnment must correspond with
` � the name as written on the face of the within Bond in
every particular, without alteration or enlargement or
� any chanqe whatsoever.
-5-
a90403 �jh 8314.w1s(1)
0
�
�.�tiIBIT "6" RLSOLL'TIO\ \0. 220
PAL:�I DESERT REDEVELOP'�1£NT AGENCY'
PROJECT AREA IVO. 1, �S �ti1ENDED (ADDED TERRITORY ONLY)
SUBORDINATED TAX ALLOCA?ION BONDS
LSSUE OF 1989
BOIYD PCRCHASE COtiT�ACT
Apr?'_ �1, '�89
Palm Desert Redevelopment Agency
73510 Fred �Jaring Drive
Palm Desert, California 92260
Palm Desert Financing Authority
73510 Fred Waring Drive
Palm Desert, California 92260
�
Ladies and Gentlemen:
Miller & Schroeder Financial,, Inc. (the "�'nderwriter"), hereby offers to_
enter into this Bond Purchase Contract (the "Purrbase Contract") with the Pa1m
Desert Redevelopment Agency (the "Issuer") and the Palm Desert Financir.g
Authority (the "Authority") fqr the o-purchase and sale fr,om the Authority
simultaneously with the purchase by the Au[hority from the Issuer, oE :!-:e '�
Issuer's Project Area No. 1, As Amended (Added Territory Only), Subordir.a=e
Tax Allocation Bonds, Issue of 1989, specified beloW. This offer is made
subject to acceptance thereof by the Autho�ity and the �Issuer prior to 9:00
p.m., California time, on the d�te hereof, and upon such acceptance, as
evideneed by the respective signatures of the Executive Director of the Issuer
and by aa officer of the Authority in the spaces provided below. This
Purchase Contract shall be in full force and effect in accordance with its
terms and shall be binding upon the Issuer, the Authority and the Cnderwriter.
� L. Purchase and Sale of Bonds. Upon the terms and conditions and upen
the basis of the representations, warranties and agreements herein.set for_h,
(i) the Authority hereby agrees to purchase from the Issuer, but only co �^e
extent the Under�+riter is obligated hereunder to purchase from the Authori=y�
for offering to the Under�►riter and the Issuer hereby agrees to sell co ��e
Authority for such purpose, and (ii) the Cnderwriter hereby agrees to purc�ase
from the Authority for offering to the public, and the Authority hereby agrees
to sell to the Underwriter all (but not less than all) of the Issuer's
$5,970,000 aggregate principal amount of Project Area Yo. 1, As Amended (�dded
Territory Only), Subordinate Tax Allocation Bonds, Issue oE 1989 (_�e
"Bonds"), at a discount not to exceed L.�Ox, plus accrued interest, if ar.y, ��
the Bonds from May 1, 1989, to the Closing Date (as such term is hereinar_er
defined). The Bonds shall mature on �1ay 1 in the amounts, on the dates and a�
the interest rates pursuant to Exhibit I attached hereto, and shall be sub;ec�
1
KESULLTIO� \0. 220
to redemption according to t�e te:�s set Eorth in.the Resolution. '�e �c-�;
shall be authorized and'issued �ursuant to Resolution Vo, 220 adopted �y :�e
Issuer on April 21, 1989 (��e "�esolution"), and in accordance �it� ��e
Community Redevelooment LaW (Par_ 1 of Division 24 of the California �ea�tn
and Sa:ety Code) (the "Redevelopment Law"), and the Constitution and ��=e:
applicabLe laws of t�e St�te of CaliEornia (the "State").
' :�e 3o^ds w�'_1 be purc�ased arid sold by the Authori�ty pursuan� to =�e
provis:ons oE Chapter � of uivision 7 of Title 1(commencing wich Sect:�n
6�C0) of the California Government Code (the "JPA Act").
The �'nderwriter agrees to �ake a bona fide public of°ering of t�e 'onds at
the initial offering prices set forth in the Official Statement; howeve:, ��e
�nderwriter reserves the right to make concessions to dealers and t� c�ar,3e
_= such initial oEfering prices as the Underwriter shall deem necessary iz
connection with [he�marketing of the�Bonds. The Cnderwriter agrees that, in
connection• with the public offering and initial delivery of the Bonds to the
purchasers thereof from the �nderwriter, the Lnderwriter wi11 deLiver or ca��se
to be delivered to each purchaser a copy of the Official Statement prepared in
connectibn with the Bonds. Terms defined in the Official Statement are used
herein as so defined.
2. Offic.ial Statement. The Issuer shall deliver, or cause to '�e
delivered, to the �nderwriter ten executed copies of the final OfEicial
Statement prepared in connection with the Bonds, and to be in such for� as
shall be approved by the Issuer, and the Underwriter and such additional
conformed copies thereof as the Gnderwriter may reasonably request. 3y�
acceptance of this Purchase Contract, the Issuer hereby authorizes the use �f
copies of the Official Statement in connection with [he public offer'_r.g azd
s�1e of the Bonds, and ratifies, and approves the distribution by �^e
�:derwri[er of the Preliminary Official Statement (the "Preliminary Offic?a1
S tatemen�t" ) .
3. Delivery of Bonds. A[ approximately 9:00 a.m., California time, on.
`1ay 22, 1989, or at such earlier or later time or date. as shall be agreed
upon by the Issuer, the Authority and the Underwriter (such time and �ace
herein referred to as the "Closing Date"),�the Issuer shall� deliver co :::e
[;nderwriter� acting on its own behalE and as agent for the Authority, at a
location or locations to be designated by the Lnderwriter, in Los Angeles,
California, or such other place as designated by the �'nderwriter, the ?onds '_n
definitive form (all Bonda being printed or lithographed on steel engraved
borders authenticated by Security Pacific vational Bank, a national bar.�ci^g
association, aa fiscal agent (the "Fiscal Agent")). The Cnderwriter, ac�i::3
on its own behalf and as agent for the Authority, shall accept such delive:y
and pay the purchase price of the Bonds as set forth in Section 1 hereof �y
same day funds (such delivery and payment being herein referred to as �^e
"Closing"). The Bonds sha11 be made available to the Underwriter not '.ate-
than the second business day before the Closing Date for purposes �E
inspection and packaging. The Bonds shall be delivered as registered �onds :..
such names and denominations as the Underariter shall request by wri:�en
notice not later than three business days prior to the Closing Date.
2
RESOLCTIU\ \0. 220
�
4. Representations of the Issuer. The Issuer represents t:;at:
(a) The Issuer is a public body, corpora[e and polic?c, �•siy
organized and existing, and autlorized to transact business and exe:�ise
�owers; under and pursuant to the Constitu[ion and laws of the Sta�e,
including the Redevelopment Law and the JPA Acf, and has, and at the date
of tfie Closing wi:1 have, fu11 1ega1 right, power and authority (�) to
ezter into this Purchase Contract, (ii) to exect�te and deliver the F?scal
Agency Agreement, dated as ot hay 1, 1989 (the "Fiscal Agency Agreement")�
between•the Issuer and �he Fiscal Agent, (�ii) to issue, sell and deliver
:he Bonds to the C'nderwriter', acting on its own behalf and as agemt .`�r
the Authority, as �provided herein, (iv) to adopt the Resolution, and (v)
to carry out and to consumma[e the transactions contempLated by t:::s
Purchase Contract, the Resolution, the Fiscal Agency Agreement and c�e
Official Statement; �
(b) The Preliminary Official Statement, as of its date, was
correct in a11 material respects and did not contain any untrue statement
of a material fact ar omit to state any material fact required to be
stated theiein or necessary in order to make the st�tements contair.ed
therein, in the light of the circumstances under which they were made, not
misleading; � �
('c) The Official Statement� as of its date, is correct in all
materia� respects and does not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary•in order to make the statements contained therein. in the li3ht -
of the circumstances under which they are made, not misleading;
(d) The Issuer has complied, and will ac -the Closin� be in
compliance, in all respects, with the Redevelopment Law, the JPA Act and
any other applicable laws of the State; .
(e) By all necessary official action of the Issuer prior to or
concurrently with the acceptance hereof, the Issuer has duly authoriied
and aQproved the Preliminary Official Statement and the Official
Statement, and has duly authorized and approved the execution and delivery
of, and the performance by the Issuer of the obligations on. its �art
contained in, the Resolution, the Bonds, the Fiscal .Agency Agreement and
this Purchase Contract, and, as of the date hereof, such authorizations
and approvals are in full force and effect and have not been amended�
modified or rescinded;
(f) As of the time of acceptance hereof and as of the time of t::e
Closing, except as otherwise disclosed in the Official Sta[ement, tae
Issuer is not and will not be in breach of or in default under ar.y
applicable constitutional provision, 1aw or administrative rule or
regulation of the State or che tinited States, or any applicable judgmer.t
or decree or any trust agreement, loaa agreement, bond, note, resolu:ion,
ordinance, agreement or other instrument to which the Isauer is a party or
is otherWise subject, and no event has occurred and is continuing which,
with the passage of time or the giving of notice, or both, would
constitute a default or event of default under any such instrument; ar.d,
the adoption of the Resolution and the execution and delivery of �':e
3
RE�OLLTIU� ti0. 220
Fiscal Agency Agreement, t::e Bonds and t�his Purchase Cont:ac=, ?-:�
compliance With the provisions of each thereof, will not conr"lic� •�i_:: ��
constitute a breach of or default under any law, adminis�rati��e
regulation, judgment, decree, :oan agreement, note, resolution, a3reemenc
or other instrument [o which the Issuer is a party or is otherwise
sub;ect; and, except as described in the Official Statement, the :ssue:
has not entered into any contract or arrangement of any kind which mi3ht
give rise to any lien or enc.�mbrance on the revenues and amounts piec3ed
pursuant �o, or subject to the lien of, the Resolution;
(g) All approvals, consents and orders of any governmen;a:
authority, board, agency or co�nission having jurisdic[ion which would
constitute a condition precedent to adoption of the Resolution, exec::cion
and delivery by the Issuer of this Purchase Contract, the Fiscal �,gency
Agreement and the issuance, sale and..delivery of the Bonds have 5een
obtaiped or wi11 be obtained prior to the Closing;
(h) •The Bonds--,when issued, authenticated and delivered ia
accordance with the Resolution and the Fiscal Agency Agreement wil? �e
validl}c issued, and will be valid and binding, obligations of the Issuer;
(i) The terms and provisions of the Resolution and the Fiscal
Agency Agreement comply in all respects with the requirements oE the
RedeveloRment LaW and the JPA Ac�, and the Resolution. the Fiscal Agency
Agreement and this Purchase Contract, when properly executed and delivered
� by the respective parties thereto and hereto, will constitute the valid,
legal and binding obligations of the Issuer enforceable in accordance wit:�
their respective terms, except as enforcement may be limiced 5y
bankruptcy,—snsolvency,.reorganization, moratorium or other laws affecfi:�3
creditors' rights generally and general rules of equity (regardless �r
whether such enforceability is considered in a proceeding at 1aw or ia
equity);
(j) Except as disclosed in the Official Sta[ement, :ere is no
action, suit, proceeding, inquiry or investigation, at law or in equity,
before or by any court, goverrunent agency, public board or body, pending
or, to the knoMledge of the Issuer, threatened, against the Issuer,
affecting the existence of the Issuer or the titles of its members or
officers, or seeking to prohibit, restrain or enjoin the sale, issuance or
delivery of the Bonds or the payment or collection of any amounts pled3ed
or to be pledged to pay the principal of, redemption premium, if any, and
interest on the Bonds, or the pledge thereof, or in any way contesc:rg �r
affecting the validity or enforceability of the Bonds, the Resolucion, :.::e
Fiscal Ageacy Agreement, the Assignment Agreement or this Purc!-:ase
Contract or the consuim�ation of the transactions contemplated thereby and
hereby, or contesting the exclusion of the interest on the Bonds :r�m
taxation, or contesting in any way the completeness or accuracy of r:~:e
Preliminary Official Statement or the Official Statement, or contesti:�g
the power or authority of the Issuer to issue the Bonds, to adopt t�e
Resolution or to execute and deliver the Fiscal Agency Agreement or t'�is
Purchase Contract, nor is there any basis therefor, wherein an unfavorab:e
4
RESOLL'TIO� \0. 220
decision, ruling or f3nding wAu1d materially adversely affect ��e :ssler
or the validity or enforceabiiity of the Bonds, the Resolution� �ze :isca:
Agency Agreement or Chis �ur�hase Con[ract;
(k) Any certificate signed by an authoriaed officer of the :ssue:
and delivered to the �'nderwriter sha11 be deemed a representation a�d
warranty of the Issuer to the �nderwriter as to the statements �ade
t�erein; and
(1) Each of the Bonds shall be secured in the manner and to �he
extent set forth in the ResoLution under which each such Bond �s �o �e
issued.
�. Representations of the Au[hority. The Authority represents that:
(a) The Authority is a joint powers authority, duly organized and
. existing, and authorized :o transact business and exercise powers, under
and pursuant to the Constitution and laws of the Sta[e, including the �P4
Act, with full legal right. power and authority to purchase and sell t�e
Bonds and to execute, deliver and perform its obligations under this
Purchase Contract and to carry out and consununate •the transactions
�. contemplated by this Purchase Contract.
� (b) The Authority has complied, and will at the Closing be in
�compLiance. in all respects. with the JPA Act and any 'other applicabLe
laws of the �State; '
(c) By all riecessary official action of the Authority prior to or J�
concurrently with the acceptance hereof, the Authority has duly authorized
• and approved �the execution and delivery of, and the performance by _
Authority of the obligations on its part contained in this Purcha�=
Contract, and, as of the date hereof, such authoriiations and approvais
are in full force and effect and have not been amended, modified or -
rescinded. •
�
(d) As of the time of acceptance hereof and as of the ti:ne of ��e
Closing, except as otherwise disclosed in the Official Statement, �he
Au[hority is not and will not be in breach of or in default under any
applicable constitutional provision, Law or administrative ruLe or
regulation of the State or the United States, or any applicable ;udgmen�
or decree or any tru�t agreement, loan agreement, bond, note, resoiution,
ordinance. agreement or other instrument to which the Authority is a par=y
or is otherwise subject, and no event has occurred and is contir.ui^g
which. with the passage of time or the giving of notice. or both� Wou:d
constitute a default or event of default under any such instrument; and,
the execution and delivery of this Purchase Contract, and compliance �:ch
the provisions hereof, will not conflict with or constitute a breach o[ �r
default under any law, administrative regulation, judgment, decree� ��an
agreement, note, resolution, agreement or other instrument to which =`:e
Authority is a party or is otherwise subject; and, except as described _:�
the Official Statement, the Authority has not en[ered into any contract �r
arrangement of any kind Which might give rise to any lien or encumbrance
on the assets or proper[ies of the Authority;
�
RESOI.LTLOti `0. 220
(e) �11 approvals, ��nsents and orders of any 3over��er.=a�
authority, board, agency or c�mmission having jurisdiction whica •�ou:c
constitute a condition preceder.t :o the execution and delivery �y _-P
�uthority of this Purchase Contract and t�e issuance, sale and deli�-e:y �f
:�e Bonds have been obtained or will be obtained prior to the Closing;
�
�
�
� (f) This Purchase Contract, when properly executed and del�vered
�y the respective parties hereto, will constitute the valid, ;egai ar.d
�inding obi:gation of the Authority eniorceable in acco�dance with i�s
terms, except as enforcement rnay be limited by bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors' c?3RC5
generally and general rules oE equity (regardless of whether ssch
eniorceability is considered in a proceeding at 1aw or in equity);
(g) Except as di'sclosed in the Official Statement, there is r.o
ac[ion, suit, proceeding, inquiry or investigation, at law or in equi:y,
'before or by any court, government agency, public board or body, pending
or, to [he knowledge of the Auchority� threatened, against the Authority,
aifecting the�exiStence of the Authority or the titles of its membe:s�or
, o�ficers, or seeking to prohibit, restrain or enjoin the sale, issuance oc
delivery of the $onds or the payment or collection of any amounts piedged
or to be pledged to pay the principal of , redemption, premium,' if any, ,and
interest on the Bonds� or. the pledge [hereof,• or in any way, contesting o'r
affecting Che validity or`enforceability of this Purchase Contract or t�e
consummation of the transactions contemplated hereby, or contesting the
exclusion of the interest on the Bohds from taxation, or contesting the
power or authority of the Authority to purchase the,Bonds from the Issuer
or to sell the Bonds to the Underwriter or to execute and deliver tc:is
Purthase ContraCt, nor is there any' basis thereafter, wherein a:�
unfavorable decision, ruling or finding Would materially adversely aFce�t
the Authority or the validity�or enforceability of this Purchase Concract;
and '
(h) Any certificate
Authority and delivered to
representation and warranty
statements made therein.
signed by an
the [;nderwriter
of the Authority
au[horized officer oE :::e
shall be deemed to be a
to the UnderWriter as to t�e
6. Representations of the Underwriter. The Underwriter represents t`:at
it has full right, power, and authority to enter into this Purchase Contract.
7. Covenants. The Issuer and the Authority each covenants wi:h _`:e
L'nderwriter that so long aa, the Underwriter, or dealers, if any, are
participating in the di�tribution of the Bonds r+hich constitute the whole �r a
part of their unsold participations, if an event knoan to the Issuer or :`:e
Authority occurs affecting the Issuer or the Authority, as applicable, or �-e
transactions contemplated by the ResoLution and the issuance of the 3onds,
which could cause the Official Statement to contain an untrue statement oc a
material fact or to omit to state a material fact required to be sca�ec
therein or necessary in order to make the statements therein, in light �i :-.�
c:rcumstances under which they were made, not misleading� the Issuer or =-.e
Authority, as applicable, sha11 notify the UnderWriter and if in the opir.:�:-:
0
RESOLLTIO\ \0. 220
of the Issuer, the �u[hority, the �'nderwriter or Bond Counsel, such e�:en:
requires an amendment or suppiement �o the Official Statemen[, che Issuer •�i�i
amend or supplement the OfLicial Statement in a form and in a manner joint�y
approved by the Issuer and the �nderwriter, and the Issuer wi11 bear :he ^�st
of makir.g and printing such amendment or supplement to the Official State:nenc
and distributing such amendment or supplement to owners of the Bonds.
3. �or.dit'_ons to Obligations of L'nderwriter. The C'nderwriter �ias
entered int� _ais Purchase Concract in reliance upon the representations.
warranties and agreements of the Issuer and [he Authority contained herein and
upon the accuracy of the statements to be contained in the documencs,
opinions� and ins�truments to be deLivered at the Closing. Accordingly, t1e
�.:nderwriter's obligat_ion under this Purchase Contract to purchase, accept
deiivery of, and pay for the Bonds on .the CLosing Date is subject to ttie
performance by the Issuer and the�Authority of their respective obligations
hereunder at or prior to the Closing.• The following additional conditicr.s
precedent relate to the Closing, in. connection with the L'nderwriter's
- obligacion to purchase the Bonds. • ; ,
. �
' ,(a) At the time of the Closing,, (i) the representations and
' warranties of the �Issuer an�, the Authority contained herein shall be true�
�' complete and correct; (ii) the Fiscal Agency Agreement shall have been
� duly executed, acknowledged and delivered by the appropriate parties
thereto, shall- be ia full force and effect and shall not have been
amended, modified°or supplemented, except as therein permitted or as may
have been agreed to iq writing by the Underwriter; and �(iii) the
Resolution shall be in fu11 force and effect and sha11 not'have been
amended, modified or supplemented, except as may 6ave been agreed to :n
writing by the Underwriter;
• (b) � The Underwriter shall have the right to cancel its obligat:on
to purchase the Bonds if betWeen the date hereof and the Closing, (i)
Legislation shall have been enacted (or resolution passefl) .by or
introduced or pending legislation amended in the Congress of the Cnited
States or the State or shall have been reported out of committee or be
pending in co�ittee, or a decision shall. have been rendered by a court of
the United States or the State or the Tax Court of the United States, or a
ruling shall have been made or a resolution shall have been proposed �r
made or any other releaae or announcement shall have been made by che
Treasury Department of the United States or the Internal Revenue Service.
or other federal or State authority, with respect to federal or Stace
taxation upon interest on obligations of the general character of t:�e
Bonds or with respect to the security pledged to pay debt service on c:�e
Bonds, that, in the Underwri[er's reasonable judgment, materia:ly
adverselp affects the market for the Bonds� or the market price general:y
of obligations of the general character of the Bonds or (ii) there sha11
exist any event that, in the Under�+riter's reasonable judgment, either (:�l
makes untrue or incorrect in any material respect any statement or
information in the Official Statement or (B) is not reflected in t'�e
Of f icial Statesaent but shouLd be ref lected therein in order to make �:-:e
statements and information therein not misleading in any material respect,
or (iii) there shall have occurred any outbreak of hostilities or other
7
RF:S�LC'TIU:� \0. 2�0
local, �ational or international calamity or crisis, or a deiau:.� �.�:�::
respect to the debt obligations of, or the institution of pr�ceec'_::gs
under the federal bankruptcy 1aws, the eEfect of which on the E:r.anc:ai
markets of the �nited States wi11 be such as in the (:nderwriter';
reasonable �udgment, makes it i:npracticable for the C;nderwriter to �narket
the Bonds or enEorce contracts for the sale of the Bonds, or (iv) there
sha11 be in force a general suspension of trading on the 'Yew York Stocic
Fxchange. or minimum or maximum prices for trading sha11 have bee� fixed
and be :z [crce, or maximum ranges for prices for securities sha1: have
been :equired and be in zorce on the vew York S[ock Exchange, whether by
virtue of determination by that Exchange ot by order of the Securi:ies and
Exchange��Commission oE the Lnited States or_ any other gover:.mental
authority having jurisdiction that, in the Underwriter's reasonabie
.;udgment, makes it impracticable for the linderwriter to market the Bonds
or enforce contracts fo'r the sale of the Bonds, or (v) a general banking
moratorium shall have been declared by federal� :Yew York or State
authorities having jurisdiction and be in force that, in [he L'nderWriter's
reasonable judgment, makes it impracticable�for the Cnderwriter to marke�
the Bonds or enforce contracts for�the sale of the Bonds, or (vi)
legislation shall be enacted or be proposed or actively considered for
enactment, or a decision by a court of the G`nited States sha11 be
rendered, or a ruling, regulation, proposed regulation or statement by or
e on behalf of the Securities and Exchange Zoamnission of the �nited States
or other governmental agency having jurisdiction of the subject matter
shall be made, to the effect that the Bonds or.any obligations of the
general character of the Bonds are not exempt from the regi.stration�
qualification or o.ther requirements of the Securities Act of 1933, as
amended and as then in effect, or of the Trust Indenture Act of :939, as
amended and as then in effect, or otherwise are or would be in violation
of any provi�ion of the federal securities laws, or (vii) the �ew York
Stock Exchange or other national secu�i�ies exchange, or any governmenta�
authority, shall impose-any ma�erial restrictions not now in force with
respect to the Bonds or obligations of the general character of the Bonds
� or securities generally, or materially increase any such restrictions now
in foi�ce, including those relating to the extension of credit by, or the
charge to the net capital requirements of, underwriters; or (viii) there
sha11 have been any materially adverse change in the affairs of the Issuer
or the Authority which in the IJnderwriter's reasonable judgment materia:,�y
adversely affects the market for the Bonds; and
(c) At or prior to the Closing, the Underwriter shall receive the
following:
. (1) The unqualified approving opinion of Richards, Watson �
Gershon, bond counsel ("Bond Counsel"), in form and substance
acceptable to the Underwriter, addressed to the Underwriter and c::e
Issuer, dated the date of the Closing, in substantially the Eo:m
included in the Resolution;
8
RESOLCTI�\ \0. "?2p
(2) � supplemental opinion of Bond Counsel, addressed �o �=e
Qnderwriter, in f�rm and substance acceptable to the �'nderwri:er,
dated the date of Closing, to the following effect:
(i) :'�e Issuer has duly authorized, executed and
deLivered the Purch3se Contract and the Fiscal Agency
Agreement. The Purchase Contrac[, t:�e Fiscal Agency Agreement
cor.stitute the legal, valid and bindir.g obligations ot :::e
Issuer, enforceable against the Issuer in accordance wi�:�
their respective terms, subject to bankrup[cy, inso:�ency,
reorganiza[ion, moratorium and other similar laws affect?^g
creditors' rights, to t:�e application of equitable principies
when equitable remedies are sought and to the exercise of
judicial discretion in appropriaCe cases;
(ii) The Official Statement has been duly authorized�
executed and delivered by the Issuer; •
(iii) The statements and information contained or
summarized in the Official Statement on the cover page and
under the headings "THE BONDS," "SECURITY FOR THE BONDS," "THE
RESOLUTION," "CONCLUDI�iG IVFORMATION - Legal Opinion" and
"CONCLUDI�YG IVFOEL"IATION - Tax Exemption" (but not including
any statistical or financial information set forth under such.
headings, as to which no 'opinion need he expressed) do not
contain a material misstatement of fact or omit to state a
material fact necessary in 'order to make the statements
contained therein, in•light of the circumstances in which they
are made, not misleading;
(iv) The Bonds are exempt from regisrration under the
Securities Act of 1933, as amended; and
(v) The Resolution and the Fiscal Agency Agreement are
exempt from qualification under th� Trust Indenture Act oE
1939; as amended; '
(3) The opinion of Richards, Wa[son & Gershon, Los �ngeles�
California, Agency Attorney and counsel to the Issuer, addressed =�
the Cnderwriter and the Issuer, in form and substance acceptable =�
the Under�+riter� dated the date of the Closing, to the followir.3
effect:
(i) The Issuer is a public body, corporate and
politic, duly organized and validly existing under and �y
virtue of the Constitution and the laws of the State;
(ii) The ftesolution has been duly adopted by the Issuer
at a regular meeting duly called and held in accordance wit:�
the requirements of all applicable laws and at Which a quor��.�n
of the members of the Issuer r+as continuously present;
�
2E50L�TI0�; A0. 220
(iii) Excepc as des�ribed in the Gff:cial State�e^t.
, there is no litigation pending 'or, to the best of su�:-�
counsel's knoWiedge af:er due inquiry, threatened, wh:�h: (a)
challenges the right or title of any member or officer of �:�e
Issuer to hold his or her respective office or exer�ise �r
perform the powers and duties pertaining thereto; (h)
challenges the validity or enforceability of the Bonds, t^e
Resolution, the Fiscal Agency Agreement .or the Purc`:ase
C�ntract; (c) "seeks to restrain or enjoin the issuar.ce ar.d
_. saie of the Bonds, the adop[ian or erfect�veness ot the
Resolution, or the execution and delivery by the Issuer of, �r
the.performance by the Issuer of its obligations under, t!�:e ,
. Bonds, the Purch��e Contrac[ or the Fiscal Agency Agreement; ,
' ror (d) if determined adversely to the Issuer or its interests,
would have a material and adverse affect upon the financiai
' condition, assets, properties or operations of tbe Issuer;
(iv}' The Bonds, the Purchase Contract and the Fiscai
Agency Agreement have each been duly authorized. execuced and
delivered by the Issuer, an� the Resolution, the Bonds, t�e
Purchase Contract and the Fiscal Agency Agreement constitute
the valid and binding legal obligations of the ;ssuer
enforceable in accordance with their respective terms except
as such enforceability may be Limited or otherwise affected by
applicable bankruptcy, insolvency� reorganizat�ion, moratorium
or other similar laws or general principles of equity li:niting
or otherwise affecting the enforcement of creditors' ri3�ts,
whether now existing or hereafter enacted;
� • •
(v) The execution and delivery by the Issuer oc, and
the performance by the Issuer of its obligations under, the
Bonds�. the Resolution, the Purchase Contract and the Fiscal
�Agency Agreement do not conflict With, violate or constitute a
default under any provision .of any law, court order or decree
� , or any contract, instrtunent or agreement to which the Issuer
is a party or by which it is bound;
(vi) The Issuer has obtained all authorizations,
approvals, consents_or other'orders of the State or any other
governmental authority or agency within the State havi^g
jurisdiction over the Issuer required for the valid
authorization, issuance and delivery by the Issuer ot �:;e
Bonds; and
(vii) The Official Statement (excluding therefrom
financial statements and the statistical data included in :he
Official Statement, as to which no opinion need be expressed)
does not contain any untrue statement of a material facc �r
omit to state a material fact required to be stated therein �r
necessary in order to make the statements therein, in t�e
light of the circumstances under which they were made, not
misleading;
10
RESULtTIO\ \0. 220
(�) The opinion of Richards, Watson & se:s�oz, .ti
Professional Corporation, Los Angeles, Califernia� cour.se! =� ��e
Authority, addressed to the Cnderwriter and the Authoricy, iz ��r�
and sul7stance acceptable to the L'nderwriter, dated the date oC �;e
Closing, to the following effect:
(i) The Authority is a joint powers authority, du:y
created and validly existing under and by virtue of �ne
Constitution and the laws of the State;
(iil The resolution of [he Authority approving and
authorizing the execution and delivery oi this Purc�ase
Contract (the "Au[hority Resolution") has �een d�tly adopted �y
the Authority at � regular meeting duly called and held �n
accordance with the requirements of a1l.applicable laws and at
which a quor�.un of the governing body of the Authority was
continuously present;
f.
� (iii) Except as described in the Official Statement,
there is no litigation �ending or, to the best oc such
counsel's knowledge after due�inquiry, threatened� which: '(a)
challenges the •right.or.title of any member or officer of the
Authoriky [o hold his or her respective office or exercise or
perform the powers- and duties pertaining thereto; (b)
, challenges the validity or enforceability of the Purchase
Contract; (c) seeks to restrain or enjoin the issuance and
sale oE the �Bonds, the adoption or eEfectiveness of 'he
Resolution, or the execution and delivery by the Authori�y o��
•or �the performance by the Authority of its obligations ur.der,
the Purchase Contract; or (d) if determined adversely t� _he
Authority or its interests, would have a material and adverse
� affect upon the financial condition, assets, properties �r
operations of the Authority; a
(iv) The Purchase Contract has been duly authorized,
executed and delivered by the Authority, and the Purchase
Contract constitutes the valid and binding legal obligat=en or
the Authority enforceable in accordance with its ter�ns eYcept
as such enforceability may 'be limited or otherwise affected �y
applicable bankruptcy, insolvency, reorganization, morato::���n
or o[her similar laws or general principles of equity limic�ng
or otherwise affecting the enforcement of creditors' :i3�cs,
whether now existing or hereafter enacted;
(v) The execution and delivery by the Authority �:,
and the performance by the Authority of its obligations ur.der,
the Purchase Contract does not conflict With, violace �r
constitute a default under any provision of any :aw. court
order or decree or any contract, instrument or agreement =.,
which the Authority is a party or by which it is bound;
11
KESOLuTIO\ \0. �?0
(vi) The Authority has obtained all auc^cr;za�:�r.s,
approvals, consen[s or other orders of the State or any ���er
governmental authority or agency within the State ^a•�:r.g
jurisdiction over the Issuer required for the valid �ur_zase
and sale by the Auchority oE the Bonds; and
(vii) The statements and information contained in c�e
� ^Cfficial Stattment under the heading '�THE A�THORITY" coes not
contain any untrue stacemen[ of a material fact or omit co
state a:naterial fact required to be stated thereil cr
necessary in order to make the statements therein, in �ae
light of t�e circumstances under which they were made, �c�
misleading;
.
(5) A certificate dated the date of the CLosing, sigr.ed by
the Executive Director or appropriate officer of the Issuer� to the
effect that: (i) the representations, warranties and covenants of
the Issuer contained herein are true and correct in all material
respects on and as of the date of the Closing with the same ef�ect
as if made on the date of the Closing; (ii) the Issuer has compl?ed
with all the agreements and satisfied all of the condicions on its
part to be performed or satisfied at or prior to the CLosing; (iii)
no event affecting the Issuer has occurred since the date oE the
Official Statement which either makes untrue or incorrect in any
material respect as of the Closing Date any statement of information
contained in the Official Statement or is not reElected in the
Of f icial Sta[ement but should be ref lected therein in order to maice
the statements� and information � therein not misleading in any
material respect; and (iv�) the Resolution remains in full force ar.d
effect and has not been amended in any respect, except as approved
in writing by the Underwri�er, since the date of the adoption of the
Resolution;
(6) A Certificate dated the date of the Closing, signed by
an officer of the Authority to the effect that: (i) the
representations, warranties and covenants of [he Authority concained
herein are true and correct in all material respects on and as of
the date of the Closing with the same effect as if made on the date
of the Closing; (ii) the Authority has complied with all t^e
agreements and satisfied all of the conditions on its part to be
performed or satisfied at or prior to the Closing; and (iii) ao
event affecting the Authority has occurred since the date �f �he
Official Statement which either makes un[rue or incorrect in any
material respect as of the Closing Date any statement of informaticn
containea in the Official Statement or is not reflected in �he
Official Statement but should be reflected therein in order to make
the statements and information therein not misleading in any
material respect;
(7) A certificate of the Fiscal Agent dated the date of :�e
Closing and addressed to the Issuer, the Authority and �!:e
Underwriter, to the effect that: (i) the Fiscal Agent is organized
12
RESOLLTIOti \0. ?20
and existing as a national banking association under ar.d �y •�::_�e
of the laws of the Cnited States o; America, having Eull rowe: and
being qualified and duly authorized to perform the duc�es ar.d
obligation of the Fiscal Agent under and pursuant to che �iscal
Agency Agreement; (ii) the Fiscal Agent has agreed to perform ��e
duties and obligations of the Fiscal Agent as set forth in _�e
Fiscal Agency Agreement; (iii) to the best of its knowledge, aiter
due inquiry compliance with the provisions on. the Fiscal A3ent';
�ar[ �ontained in the Fi�ca1 Agency Agreement will not conflic: with
or constitute a breach of or default under any material 'aw,
administrative regulation, judgment, decree� loan agreemer,c,
indenture,—bond,' note, resolution, agreement or other instr:iment �o
�
which the Fiscal Agent is a party or is otherwise subiect� as a
result of which the Fiscal Agent's ability to perfor� i:s
' obligations under the Fiscal Agency Agreemen[ would be impaired� r.or
will any such compliance result in the creation or imposition of any
lien, charge or other security intesest or encumbrance of any nature
• whatsoever upon any of the properties or assets held by the Fiscal
� Agent Qursuant to the Lien created by the Resolution u�der the terms
of any such law, administrative regulation, judgment, decree, loan
agreement, indenture, bond, note, resolution, agreement or o�her
. instrument, except as provided by the Resolution and the Fiscal
Agency Agreement; and (iv) to the best of the knowledge of che
Fiscal Agent, the Fiscal Agent has not been served in any action,
suit, proceeding, inquiry or investigation, at'' law or in equity,
before or by any �court� governmental agency, Qublic board or body,
pending nor, is any such action, suit, proceeding, inquiry•or ^
, investigation threatened against the Fiscal Agent, affecting c"e
existence of the Fiscal Agent, or the titles of its�officers co
their respective offices or seeking to prohibit, restrain or enjoin
the issuance, sale and delivery of the Bonds issued under �ce
Resolution,or the collection of revenues pledged or to be pledged :o
pay the principal of, premium, if any, and interest on the Bonds
issued under the Resolution, or the pledge thereof, or in any way
contesting the powers of the Fiscal Agent or its authority to enter
into or perform its obligations under the Fiscal Agency Agreement,
wherein an unfavorable decision. ruling or finding would macerially
adversely affect the validity or enforceability of the Fiscal Agency
• Agreement; .
(8) Ten copies of this Purchase Contract duly executed and
delivered by the parties thereto;
. (9) Ten copies of the Official Statement, executed on behal`
of the Ysauer by the Executive Director of the Issuer;
(10) Ten certified copies of the Resolution, the Author:�y
Resolution and all other resolutions of the Issuer, the Authority,
and the City relating to the issuance of the Bonda; and
13
k�SOLL'TIO\ �0. 220
(11) Such additional 1ega1 opinions, certi;?cates,
proceedings, instrumeats and other documents as the linderWrite: �r
Bond Counsel may reasonably request to evidence compliance by c�e
Issuer and the Aut�ority with this Purchase Contract, iegal
requiremen[s (including federal tax exemption), and the performar.ce
or satisfaction by the Issuer and the Authority at or prior to suc�
time of all agreements then to be performed and all conditions cren
— to be sacisfied by the Issuer and the Authority.
The Issuer and the Authority will Eurnish the Cnderwriter° with such
conformed copies of such opinions, certificates, letters and doc�unents as t�e
i;nderWriter may reasonably request. IE the Issuer and the Authoci:y shail be
unable to satisfy the conditions to the obligations of' the Underwriter
contained in this Purchase Contract, or if [he obligations of.the Cnderwriter
shall be terminated for ,any reason permitted by this Purchase Contract, this
Purchase Contract shall terminate and neither the Underwriter, the Issuer :�or
the Authority shall have any further obligations hereunder, except as provided
in Section 9 hereof. However, the Cnderwriter may in its discretion waive.one
or more of the conditions imposed by this Purchase Contract for the proteccion
of the Underwtf.ter and proceed with the related Closing. ,
9. Expenses.
The Underwriter shall be under no obligation to pay, and the Issuer
sha11 pay from its available funds or from the proceeds of the Bonds, certain
� expenses set forth in this Section, including but not limited to: (i) all
expenses in connection with the preparation, distribution and delivery of the
. Preliminary Official Statement, the Official Statement and any amendment or
� supplement thereto; (ii) all expenses in connection with the printing,
issuance and delivery of the Bonds; (iii) the fees and disbursements of 3cnd
Cpunsel in connection with the Bonds; (iv) the fees and disbursements of
• counsel to the Issuer and counsel to the Authority in connection with the
. Bonds; (v) the disbursements of the Issuer and the Authority in connectien
with the issuance of [he Bonds; and (vi) the f�es and disbursements of c;.e
Fiscal Agent.
' The Underwriter shall pay �11 advertising expenses in connection
with the public offering of the Bonds and all other expenses incurred by it in
connection with its public offe�ing and distribution of [he Bonds, incLuding
the fees and disbursements of its counsel.
10. Yotice. Any notice or other communication to be given to the Issuer
under this Purchase Contract may be given by delivering the same in wricing at
the address set forth above. Any such notice or cocm�unication to be given c�
the Unde n+riter may be given by delivering the same in writing to:
Miller & Schroeder Finanical, Inc.
505 Lomas Santa Fe Drive, Suite L00
Solana Beach, California 92075-0819
Attention: Mr. Gregory B. Ballenger
14
RESOLL'TIOti �0. 220
Ll. Governing Law. This Purchase Contract shall be governed '�y _^e :aws
of the State of California. This Purchase Contract may be execsted �y =�e
parties hereto in separate counterparts, each of which When so execu�ed ar,d
delivered shall be an original, but all such counterparts sha11 tcget�e:
constitute but one and the same instr:unent.
12. Parties in Interest. This Purchase Contract is made solely for the
benefit of the s:gnatories hereto (including the successors or assi3ns oi che
�nderwriter) and nQ ottier person shall acquire or have any right hereunder or
by virtue hereof excep� as provided in Section 11 hereof. Ai1
representations, warranties and agreements in this Purchase Concract shail
remain operative and in full force and effect, regardless of (a) deiivery oE
and payment for any of the Bonds and (b) any termination of this Purchase
Conttact.
Very truly yours,
MILLER & SCHROEDER FINANCIAL, IVC.
By: �
First Vice res�dent
Accepted as of the date first stated above:
PAL�I DESERT REDEVELOP"SENT AGENCY
0
BY t ��l ������C-� .
Executive Di�ecto
PALM DESERT FINANCIYG AUTFiORITY
. By'
Chief Administrative Officer
LS
0
0
EXHIBfT I
RL•SOLi'TIOti \U. 220
��,970,000
PALM DESERT REDEVELOPMENT AGENCY
PROJECT AREA NO. 1, AS AMENDED (ADDED TERRITORY ONLY)
SUBORDINATED TAX ALLOCATION BONDS
LSSUE OF 1989 �
:�fay 1
1990
�1991
1992
1993
1994
1995
1996
1997
1998
1999
2000
2001
2009
Princi
$ 145,000
155,000
165,000
180,000
190 , 000
� 200 , 000
215,000
230 , 000
245,000
26 � , 000
285,000
305 ,000
3,390,000
Interest Rate
6.6� �
6.70 •'
6.75
6.80
6.85
6.90
6.90
6.95
1.00
7.J5
7.125
1.25
7.40
RESOL�TIO� \0. 220
PRINCIPAL PAYMENT AND INTEREST RATE SCHEDULE
Maturity Year Principal Amount Interest Rate
1990
]�391
1992
1993
1994
1995
1996
1997
1998
1999
2000
� 2001.
2009
$145,000
$145,000
$145,000
$145,000
$145,000
•$145,000
$145,000
$145,000
$145,000
$145,000
$145,000
$145,000
$3,390,000
EXHIBIT D
n
6.65�
6.70
6.75
6.80
6.85
6.90
6.90
6.95
7.00
7.05
7.125
7.25
7.40
0
0
0
RESOT_L;�TIO� \�. 220
REDEMPTION SCHEDULE
Redemption Date Premium
May 1, 1997 and November 1, 1997 .................. 101.0�
May 1, 1998 and November 1, 1998 .................. 100.5�
May 1, 1999 and and thereafter .................. 100.0�
e
0
0
0
❑
EXHZBIT E
890404 alh 8270.�1s(2)
��.soL���riu� ao. z2o
0
Year
2002
2003
2004
2005
2006
2007
2008
2009
SCHEDULE OF MINIMUM SINKING FUND PAYMENTS
r. (May lst of)
Amount
$325,000
350,000
375,OOQ
405,000
425,000
465,000
500,000
535,000
s
0
0
EXHIBIT F