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RDA Resolution 1990-004B * *up'q,, * *RA* OF__________ A MEANsADE*QN MEANSANADDmON RESOLUTION NO. RA 90-4 RESOLUTION OF THE BOARD OF DIRECTORS OF THE LA QUINTA *:"Development AGENCY AUTHORIZING THE ISSUANCE OF TAX ALLOCATION REFUNDING BONDS OF THE AGENCY IN A PRINCIPAL AMOUNT OF NINETEEN MILLION SIX HUNDRED AND NINETY-FIVE THOUSAND $19.*95*OOO) TO REFUND CERTAIN OBLIGATIONS OF THE AGENCY AND APPROVING AN ESCROW AGREEMENT BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 B RESOLUTION NO. RA 90-4 RESOLUTION OF THE BOARD OF DIRECTORS OF THE LA QUINTA REDEVELOPMENT AGENCY AUTHORIZING THE ISSUANCE OF TAX ALLOCATION REFUNDING BONDS OF THE AGENCY IN A PRINCIPAL AMOUNT OF NINETEEN MILLION SIX HUNDRED AND NINETY-FIVE THOUSAND DOLLARS $19,695,000) TO REFUND CERTAIN OBLIGATIONS OF THE AGENCY AND APPROVING AN ESCROW AC;REMENT TABLE OF CO*ENTS Page Section 1. Definitions Section 2. Amount, Issuance and Purpose of Bonds Section 3. Nature of Bonds; Equal Security; Discharge of Resolution Section 4. Description of Bonds Section 5. Interest Section 6. Place of Payment Section 7. Form of Bonds Section *. Execution of Bonds Section 9. Registration and Exchange of Bonds Section 10. Bond Register Section 11. Call and Redemption and Purchase of Bonds Prior to Maturity A. Optional Redemption B. Mandatory Redemption C. Call and Redemption; Notice of Redemption D. Redemption Fund E. Partial Redemption of Bonds F. Effect of Redemption 0. Purchase of Bond. i) BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 B RESOLUTION NO. RA 90-4 Page Section 12. Funds and Accounts Section 13. Sale of Bonds; Disposition of Bond Proceeds and 1989 Bond Proceeds; Redevelopment Fund Section 14. Tax Revenues Section 15. Special Fund Section 16. Rebate Provisions Section 17. Investment of Moneys in Funds Section 18. Issuance of Par*ty Bonds Section 10-. Covenants of * Agency Covenant 1. Complete Redevelopment Project; Amendment to Redevelopment Plan Covenant 2. Use of Proceeds, Management and Operation of Properties Covenant 3. No Priority Covenant 4. Punctual Payment Covenant 5. Payment of Taxes and Other Charges Covenant 6. Books and Accounts; Financial Statements Covenant 7. Eminent Domain Covenant 8. Disposition of Property Covenant 9. Statement of Indebtedness Covenant 10. Protection of Security and Rights of Bondowners; Tax Covenant Section 20. Taxation of Leased Property Section 21. Fiscal Agent Section 22. Lost, Stolen, Destroyed or Mutilated Bonds Section 23. Cancellation of Bonds ii) BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 B RESOLUTION NO. RA 90-4 Page Section 24. Amendments A. Calling Bondowners Meeting B. Notice of Meeting C. Voting Qualifications D. Issuer-Owned Bonds E. Quorum and Procedure F. Vote Required G. Consent Without a Meeting Section 25. Proceedings Constitute Contract; Events of Default and Remedies of Bondowners A. Events of Default B. Application of Funds upon Acceleration C. Certain Remedies of Bondowners D. Non-Waiver E. Actions by Fiscal Agent as Attorney-in-Fact F. General Section 26. CUSIP Numbers Section 27. Severability Section 28. Notices to Agency, Fi*Fiscal Agent, and MBIA Section 29. Effective Date Section 30. Escrow Agreement Section 31. Reimbursement Agreement Section 32. The Purchase Contract EXHIBIT A FORM OF BOND EXHIBIT B LETTER OF REPRESENTATIONS iii) BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 B RESOLUTION NO. RA 90-4 RESOLUTION OF THE BOARD OF DIRECTORS OF THE LA QUINTA REDEVELOPMENT AGENCY AUTHORIZING THE ISSUANCE OF TAX ALLOCATION REFUNDING BONDS OF THE AGENCY IN A PRINCIPAL AMOUNT OF NINETEEN MILLION SIX HUNDRED AND NINETY-FIVE DOLLARS $*,695,OOO) TO REFUND CERTAIN OBLIGATIONS OF THE AGENCY AND APPROVING AN ESCROW AGREEMENT WHEREAS, the La Quinta Redevelopment Agency the Agency"), is a redevelopment agency a public body, corporate and politic) duly created, established and authorized to transact business and exercise its powers, all under and pursuant to the Community Redevelopment Law Part 1 of Division 24 commencing with Section 33000 of the Health and Safety Code of the State of California), and the powers of the Agency include the power to issue bonds for any of its corporate purposes; and WHEREAS, the Redevelopment Plan for a redevelopment pro*project known and designated as the La Quinta Redevelopment Project" has been adopted and approved on November 29, 1983 by Ordinance No. 43 of the City of La Quinta the **Cityfl), which became effective on December 29, 1983, and all requirements of law for and precedent to the adoption and approval of the Redevelopment Plan have been duly complied with; and WHEREAS, on July 30, 1985, the Agency adopted Resolution No. RA 85-S as amended by Resolution No. RA 85-11 adopted on August 27, 1985 collectively the 1985 Resolution) authorizing the issuance of $20,000,000 principal amount of La Quinta Redevelopment Agency, La Quinta Redevelopment Project Tax Allocation Bonds, Series 1985 the Refunded Bonds") which are secured by a lien against Pledged Tax Revenues as defined in the Resolution), and paid into a special fund of the Agency pursuant to Article 6 of Chapter 6 commencing with Section 33670) of the Law as defined herein) and Section 16 of Article XVI of the Constitution of the State of California and as provided in said Redevelopment Plan; and WHEREAS, the corporate purposes of the Agency will be accomplished by issuing at this time tax allocation refunding bonds in a principal amount of Nineteen Million Six Hundred Ninety-Five Thousand Dollars $19,695,000) pursuant to this *resolution to be designated La Quinta Redevelopment Agency, La Quinta Redevelopment Pro*ect Tax Allocation Refunding Bonds, Series 1990" the Bonds"), the proceeds of which will be used to refund the outstanding 1985 Bonds,*1to *purchase a surety bond for de*deposit into a debt reserve fund, to ay an insurance ***mum and pay costs of issuing the Bonds; and BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 B RESOLUTION NO. RA 90-4 WHEREAS, the Agency is authorized to issue the Bonds pursuant to the Community Redevelopment Law of the State of California being Part I of Division 24 of the Health and Safety Code of the State of California, as amended) and Article 11 of Chapter 3 of Part 1 of Division 2 of Title 5 commencing at Section 53580) of the California Government Code, as supplemented and amended; and WHEREAS, Municipal*ipal Bond Investors Assurance Corporation the Insurer") has made a commitment dated 1990, to issue a policy of municipal bond insurance insuring the Bonds and to provide a surety bond for the Reserve Requirement the Commitment"); and WHEREAS, the Agency issued $6,000,000 La Quinta Redevelopment Project Tax Allocation Bonds, Series 1989 the 1989 Bonds") pursuant to Resolution No. RA 88-14 adopted by the Agency on December 20, 1988 the 1988 Resolution") which 1989 Bonds are on a parity with the Refunded Bonds; and NOW, THEREFORE, THE LA QUINTA REDEVELOPMENT AGENCY DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. Definitions. As used in this Resolution, the following terms shall have the following meanings, unless the context otherwise requires: Annual Debt Service" means the sums obtained for any Bond Year after the computation is made, by totaling the following for each such Bond Year: 1) The principal amount of all serial Bonds and serial Parity Bonds, if any, payable in such Bond Year; and 2) The amount of Minimum Sinking Fund Payments, if any, for any Term Bonds or term Parity Bonds to be made in such Bond Year in accordance with the applicable schedule or schedules of Minimum Sinking Fund Payments; and/or 3) The interest which would be due during such Bond Year on the aggregate principal amount of Bonds and Parity Bonds which would be outstanding in such Bond Year if the Bonds and Parity Bonds outstanding on the date of such computation were to mature or be redeemed in accordance with the maturity schedule or schedules for the serial Bonds and serial Parity Bonds and the schedule or schedules of Minimum Sinking Fund Payments for any Term Bonds or term Parity Bonds. At the time and for the purpose of making such computation, the amount of Term Bonds and Term Parity Bonds already retired in advance of the above mentioned schedule or schedules shall be deducted pro rata from the remaining amounts thereon. 04/20/90 8845n/2338/1O 2- BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 B It RESOLUTION NO. RA 90-4 Authorized Representative of the Agency11 means the Executive Director or such other person so designated by the Agency. Bond" or Bonds" means the La Quinta Redevelopment Agency, La Quinta Redevelopment r03ect Tax Allocation Refunding Bonds, Series 1990" authorized by this Resolution Bond Year'1 means the year beginning September 1st and ending on the next following August 31st during the time any Bonds are outstanding except that the initial Bond Year shall commence on*the Closing Date and end on August 31, 19----90. Bondowner or Owner of Bonds," or any similar term, means any person who shall be the registered owner or his duly authorized attorney, trustee, or representative. For the purpose of Bondowners voting rights or consents, Bonds owned by or held for the account of the Agency, or the City, directly or indirectly, shall not be counted. Bond Counsel" means an attorney or firm of attorneys of nationally recognized standing in matters pertaining to municipal finance and the tax-exempt status of interest on tax-exempt obligations issued by states and their political subdivisions and acceptable to the Agency. Business Day" means any day other than i) a Saturday or Sunday or legal holiday or a day on which banking institutions in the city in which the corporate trust office of the Fiscal Agent is located are authorized to close, or ii) a day on which the New York Stock Exchange is closed. City" means the City of La Quinta, California. Closing Date" means the date on which the Bonds were issued. Code" means the Internal Revenue Code of 19*6, as amended. Costs of Issuance means the costs and expenses incurred in connection with the issuance and sale of the Bonds, including any municipal bond insurance premiums, the acceptance and initial annual fees and expenses of the Fiscal Agent, legal fees and expenses, costs of printing the Bonds and Official Statement, fees of the financial consultant and other fees and expenses set forth in a Certificate of the Executive Director or Treasurer. 04/20/90 8945n/2338/10 3- BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 B RESOLUTION NO. RA 90-4 Debt Service Reserve Surety Bond" means the alternate security as provided in Section 13(c) hereof issued by MBIA to satisfy the Reserve Requirement. Escrow Agreement" means that certain that certain Escrow Deposit and Trust Agreement between the Agency and the Escrow Bank made and entered into as of April 1, 1990 providing for the refunding of the Refunded Bonds. Escrow Bank'1 means Security*ity Pacific National Bank, together with any successors thereto. Escrow Fund" means the fund established by the Escrow Agreement for the purpose of paying the principal and interest on the Refunded Bonds to and including September 1, 1995 and to redeem the outstanding Refunded Bonds on September 1, 1993. Federal Securities" means'direct obligations*ations of the United States of America or bonds or other obligations for which the full faith and credit of the United States is pledged for the payment of principal and interest. Financial Guaranty Agreement" means the agreement among the Agency, the Fiscal Agent and MEIA providing for the issuance of the Debt Service Reserve Surety Bond. Financial Guaranty Insurance Policy" means the municipal bond insurance policy issued by MEIA guaranteeing the payment of the principal of and the interest on the Bonds. Fiscal Agent" means the fiscal agent appointed by the Agency pursuant to Section 21 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 year period commencing on July 1st and ending on the succeeding June 30th. Cross 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 or Parity Bonds after payment of all expenses of issuing the Bonds or Parity 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 or Parity Bonds, including profits 04/20/90 8845n/2338/10 4- BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 B Ii RESOLUTION NO. RA 90-4 and less losses received on such investment; iii) transferred proceeds as defined in Section 1.103-14(e)(2)(ii) of the Regulations), if any; iv) 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 or Parity Bonds; v) securities or obligations pledged as security for the payment of the Bonds or Parity Bonds by an ultimate obligor or a related person) or the Agency; vi) amounts used to pay principal or interest with respect to the Bonds or Parity Bonds; and Vii) amounts received as a result of investing the amounts listed in clauses i) through vi). Independent Financial Consultant," Independent Engineer,99"Independent Certified Public Accountant" or Independent Redevelopment Consultant" means any individual or firm engaged in the profession involved, appointed by the Agency, and who, or each of whom, has a favorable reputation in the field in which his/her opinion or certificate will be given, and: 1) is in fact independent and not under domination 0 the Agency; 2) does not have any substantial interest, direct or indirect, with the Agency, other than as original purchaser of the Bonds; and 3) is not connected with the Agency as an officer or employee of the Agency, but who may be regularly retained to make reports to the Agency. Interest Payment Date" means each September 1 and March 1 during the term of the Bonds, commencing on September 1, 1990. 1'Law means the Community Redevelopment Law of the State of California as cited in the recitals hereof and Article 11 of Chapter 3 of Partlot Division 2 of Title 5 commencing* at Section 535*0) of the Government Code of the State of California, and all amendments thereto. Maximum Annual Debt Service means the largest amount of Annual Debt Service for any Bond Year. MBIA" means Municipal Bond Investors Assurance Corporation, the issuer of the Financial Guaranty Insurance Policy on the Bonds and the issuer of the Debt Service Reserve Surety Bond to satisfy the Reserve Requirement. 04/20/90 8845n/233a/10 5- BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 B RESOLUTION NO. RA*9O-4 Minimum Sinking Fund Payments" means the amount of money to be deposited into the Bond Payment Fund to be used to redeem Term Bonds or term Parity Bonds, at the principal amounts thereof, in the amounts and at the time. set forth in the schedule or schedules of Minimum Sinking Fund Payments contained in this Resolution or in a supplemental resolution adopted for the purposes of establishing said schedule or in any resolution providing for the issuance of Parity Bonds. Redevelopment 989 Bonds" means the $8,000,000 La Quinta I' Project Tax Allocation Bond, Series 1989. Nonpurpose*e Investment" means any investment property" with:.n the meaning of Section 1.148-8T(e) of the Regulations in which Gross Proceeds are invested other than the bonds. Opinion of Counsel" means a written opinion of an attorney or firm of attorneys of favorable reputation in the field of municipal bond law. Any opinion of such counsel may be based upon, insofar as it is related to factual matters, information which is in the Possession of the Agency as shown by a certificate or opinion of, or representation by, an officer or officers of the Agency, unless such counsel knows, or in the exercise of reasonable care should have known, that the certificate, opinion or representation with respect to the matters upon which his or her opinion may be based, as aforesaid, is erroneous. I, Outstanding when used as of any particular time with reference to the Bonds and Parity Bonds, means all Bonds and Parity Bonds theretofore issued by the Agency except: 1) Bonds and Parity Bonds theretofore cancelled or surrendered for cancellation in accordance with Section 23 hereof; 2) Bonds and Parity Bonds for the payment or redemption of which moneys or securities in the necessary amount as provided in Section 11!' hereof) shall have been theretofore deposited in trust whether upon or prior to the maturity or the redemption date of such Bonds and Parity Bonds), provided that, if such Bonds and Parity Bonds are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as provided in this Resolution or any applicable resolution for the issuance of Parity Bonds; and 04/20/90 A C j * i BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 B RESOLUTION NO. RA 90-4 3) Bonds in lieu of, or in substitution for which, other bonds shall have been issued by the Agency pursuant to Section 20 hereof. Parity Bonds" means any additional tax allocation bonds including, without limitation, bonds, notes, interim certificates, debentures or other obligations) issued by the Agency as permitted by Section 18 of this Resolution and the 19*9 Bonds. A Pledged Tax Revenues means Tax Revenues less the Tax I' Revenues set aside as*provided in Sections 33334.2 and 33334.3 of the Health and Safety Code of the State of California and, pursuant to certain agreements, paid to certain other taxing agencies in the County of Riverside. Purchase Contract'1 means theAPurchase Contract by and between Painewebber Incorporated and the Agency. *Purchase Price", for the purpose of computation of the Yield of the Bonds, has the same meaning as the term issue price in Sections 1273(b) and 1274 of the Code, and, in general, means the initial offering price to the public not including bond houses and brokers, or similar persons or organizations acting in the capacity of underwriters or wholesalers) at which price a substantial amount of the Bonds are sold or, if the Bonds are privately placed, the price paid by the original purchaser or the acquisition cost of the original purchaser. The term Purchase Price", for the purpose of computation of the Yield of Nonpurp6se Investments, means the fair marcet value of the Nonpurpose Investments on the date of use of Gross Proceeds for acquisition thereof, or, if later, on the date that Investment Property constituting a Nonpurpose Investment becomes a Nonpurpose Investment of the 3onds. Redevelopment Agency" or Agency1' means the La Quinta Redevelopment Agency. Redevelopment Plan" means the Redevelopment Plan for the La Quinta Redevelopment Project, approved and adopted by the City by Ordinance No. 43, and includes any amendment thereof heretofore or hereafter made pursuant to the Law. Redevelopment Project" means the La Quinta Redevelopment Project. Redevelopment Project Area," Redevelopment Project" or Project Area" means the project area defined and described in the Redevelopment Plan. 04/20/90 8845n/2332/lO BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 B RESOLUTION NO. RA 90-4 *`Refunded Bonds" means the outstanding*755,oo* La Quinta Redevelopment Agency, La Quinta Redevelopment Project Tax Allocation Bonds, Series 19*5. Regular Record Date" means the close of business on the fifteenth day of the month preceding any interest payment date, whether or not a Business Day. Regulations means regulations adopted by the Department of Treasury from time to time. Representations Letter" means the letter addressed to the Depository Trust Company as set forth in Exhibit B hereof. Reserve Requirement" means, with res*ect*o*e *Bon*s* an amount equal to Maximum Annual Debt Service on such Bonds, but not to exceed 10% of the Bond proceeds, which Reserve Requirement may be maintained in cash, invested as provided in Section 16, or by an alternate security as provided in Section 15(c) hereof. Resolution means this Resolution adopted by the Agency on AprilA2S, 1990. Serial Bonds" means the Bonds maturing in the years 1990 to and including the year 2000. Tax Revenues means that portion of taxes levied upon taxable property in the Redevelopment Project Area and received by the Agency on or after the date of the adoption of the ordinance approving the redevelopment plan of the Agency pursuant to Article 6 of Chapter 6 of the Law and Section 16 of Article XVI of the Constitution of the State of California plus State reimbursed amounts, to the extent actually received, all as more particularly set forth hereafter in this Resolution. Term Bonds" means the Bonds maturing in the years 2006 and 2012. Treasurer" or Treasurer of the Agency" means the officer who is then performing the functions of Treasurer of the Agency. Yield" means that yield which, when used in computing the present worth of all payments of principal and interest or other payments in the case of Nonpurpose Investments which require payments in a form not characterized as principal and interest) on a Nonpurpose Investment or on the Bonds produces an amount equal to the Purchase Price of such Nonpurpose Investment or the Bonds, as the case may be, all computed as prescribed in the applicable Regulations. 04/20*QO BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 B RESOLUTION NO. RA 90-4 Section 2. Amount, Issuance and Purpose of Bonds. Under and purs*ant to the Law and this Resolution, Bonds of the Agency in an aggregate principal amount of Nineteen Million Six Hundred and Ninety*Five Dollars $19,695,000) shall be issued by the Agency for the corporate purposes of the Agency by providing funds for the advance refunding of the outstanding Refunded Bonds, which purpose constitutes a 1redevelopment activity" as such term is defined in Health and Safety Code Section 3367B; and such issue of Bonds is hereby authorized. Section 3. Nature of Bonds; Eaual Security; Discharge of Resolution. The Bonds shall be and are special obligations of the Agency and are secured by an irrevocable pledge of, and are payable as to principal, interest and premium, if any, from Pledged Tax Revenues and other funds as hereinafter provided. The Bonds, interest and premium, if any, thereon are not a debt of the City, the State of California or any of its political subdivisions, and neither the City, the State nor any of its political subdivisions is liable on them. In no event shall the Bonds, interest thereon and premium, if any, be payable out of any funds or properties other than those of the Agency as set forth in this Resolution. The Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction. Neither the members of the Agency nor any persons executing the Bonds are liable personally on the Bonds by reason of their issuance. The Bonds shall be and are equally secured, by an irrevocable pledge of the Pledged Tax Revenues and other funds as hereinafter provided, without priority for number, maturity, date of sale, date of execution or date of delivery, except as expressly provided herein. In consideration of the acceptance of the Bonds by those who shall own the same from time to time, this Resolution shall be deemed to be and shall constitute a contract between the Agency and the Owners from time to time of the Bonds and Parity Bonds, and the covenants and agreements herein set forth to be performed on behalf of the Agency shall be for the equal and proportionate benefit, security and protection of all Owners of the Bonds and Parity Bonds without preference, priority or distinction as to security or otherwise of any of the Bonds and Parity Bonds over any of the others by reason of the number or date thereof or the time of sale, execution or delivery thereof, or otherwise for any cause whatsoever, except as expressly provided therein or herein. The validity of the Bonds is not and shall not be dependent upon: a) the completion of the Redevelopment Pro*ect or any part thereof, b) the performance by anyone of his/her obligations relative to the Redevelopment Pro*ect Area, or c) the proper expenditures of the proceeds of the Bonds. 04/20/90 8845n/2338/10 BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 B RESOLUTION NO. RA.90-A Nothing in this Resolution shall preclude: a) the payment of the Bonds from the proceeds of refunding bonds issued pursuant to the Law, or b) the payment of the Bonds from any legally available funds. Nothing *n this Resolution shall prevent the Agency from making advances of its own funds, however derived, to any of the uses and purposes mentioned in this Resolution. If the Agency shall cause to be paid, or shall have made provision to pay *pon maturity or upon redemption prior to maturity, to the *Bondowners the principal of, premium, if any, and interest to become due on the Bonds, through setting aside trust funds or setting apart in a reserve fund or special trust account created pursuant to this Resolution or otherwise, or through the irrevocable*:able segregation for that purpose in some sinking fund or other fund or trust account with a fiscal agent or otherwise, moneys sufficient therefor, including, but not limited to, interest earned or to be earned on Federal Securities, and after payment of all amounts due and owing to MBIA under the Financial Guaranty Agreement and this Resolution then the lien of this Resolution, including, without limitation, the pledge of the Pledged Tax Revenues, and all other rights granted hereby, shall cease, terminate and become void and be discharged and satisfied, and the principal of, premium, if any, and interest on the 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 the event of such a defeasance of the Bonds, the Fiscal Agent shall cause an accounting for such period or periods as shall be requested by the Agency to be prepared and filed w* the-Agency, and the Fiscal Agent, upon the request of the Agency, shall release the rights of the Bondowners under this Resolution 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*e* which are not required for the payment or redemption of Bonds not theretofore surrendered for such payment or redemption. Provision shall be made by the Agency, satisfactory to the Fiscal Agent, for the mailing of a notice to the Owners of such Bonds that such moneys are so available for such payment. 04/20/90 2B4Sn*2**R*1O 1 BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 B RESOLUTION NO. RA 90-4 Section 4. Descri*tion of Bonds. The Bonds shall be issued in an aggregate principal amount of Nineteen Million Six *hundred Ninety-Five Dollars $19,695,000) and shall be designated LA QUINTA REDEVELOPMENT AGENCY, LA QUINTA REDEVELOPMENT PROJECT TAX ALLOCATION REFUNDING BONDS. SERIES 1990." The Bonds shall be initially issued in the form of fully registered Bonds in denominations of $5,000 each or any whole multiple thereof. The Bonds shall mature on September 1 of the years and in the amounts and be *payable at the interest L*teas follows: Maturity Date Principal Interest Se*tember 1 Amount Rate 1990 $ 385,000 5.80*/* 1991 405,000 6.00 1992 430,000 6.20 1993 460,000 6.30 1994 485,000 6.30 1995 520,000 6.40 1996 550,000 6.50 I 1997 555,000 6.60 1998 625,000 6.70 1999 665,000 6.75 2000 710,000 6.60 2005 4,345,000 6.75 2012 9,530,000 8.40 The Bonds maturing on September 1, 20*and September 1, 2012 are sometimes referred to as the Term Bonds." Section 5. Interest. The Bonds shall bear interest at the rates herein before set forth. Interest shall be payable semiannually on September 1 and March 1 in each year, commencing on September 1, 1990. Each Bond shall bear interest until its principal sum has been paid; provided, however, that if funds are available for the payment thereof in full accordance with the terms of this Resolution, such Bond shall then cease to bear interest. Interest is calculated on the basis of a 360 day year composed of twelve 30 day months. The Bonds shall be numbered as the Fiscal Agent shall determine and shall be dated April 1, 1990. Each Bond shall bear interest from the Interest Payment Date next preceding the date of authentication thereof unless i) it is dated as of an Interest Payment Date, in which event it shall bear interest from that Interest Payment Date, ii) it is dated after a R*gular Record Date and before the following Interest Payment Date, and if the Agency shall not default in the payment of interest due on such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or iii) it is dated on or prior to the first Regular Record Date, in 04/20/90 8845n/2336/10 11 BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 B RESOLUTION NO* RA 90-4 which event it shall bear interest from the date of the Bonds. Interest-on Bonds shall be paid by the Fiscal Agent out of the appropriate funds) by check mailed by first class mail on the Interest Payment Date to the registered owner as his/her name and address appear on the register kept by the Fiscal Agent on the Regular Record Date preceding the Interest Payment Date. Section 6. Place of Payment. The principal of the Bonds and any premiums upon the redemption thereof prior to maturity shall be payable upon presen* and surrender of the Bonds in lawful money of the United States of America and shall be payable at the corporate trust office of the Fiscal Agent in Los Angeles, California, or at the office of any successor Fiscal Agent. Section 7. Form of Bonds. The Bonds shall be substantially in the form annexed hereto as 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 to them, with necessary or appropriate variations, omissions, and insertions, as permitted or required by this Resolution and by any subsequent supplemental resolution of the Agency. Any Bonds issued pursuant to this Resolution may be initially issued in temporary form exchangeable for definitive Bonds when the same are ready for delivery. The temporary Bonds may be printed, lithographed or typewritten, shall be of such denominations as may be determined by the Agency, and may contain references to any of the provisions of this Resolution as may be appropriate. Every temporary Bond shall be executed by the Agency and be authenticated by the Fiscal Agent upon the same conditions and in substantially the same form and manner as the definitive fully registered Bonds. If the Agency issues temporary Bonds, it will execute and furnish definitive Bonds without delay and without cost to the purchaser thereof, and, thereupon, the temporary Bonds shall be surrendered for cancellation at the office of the Fiscal Agent in Los Angeles, California, or at such other place as the Agency may approve. The Fiscal Agent shall deliver in exchange for the surrendered temporary Bonds an equal aggregate principal amount of definitive Bonds cf authorized denominations and of the same maturities and interest rates. Until exchanged, the temporary Bonds shall be entitled to the same benefits under this Resolution as definitive Bonds of this same issue, except no accrued interest shall be paid on the temporary Bonds until the exchange has been accomplished. 04/20/90 BB45n/2338/l0 BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 B RESOLUTION NO. RA 90-4 Notwithstanding anything in this Resolution to the contrary, the Bonds shall be initially issued in the form of a separate single fully registered Bond for each maturity which may be typewritten). Upon initial issuance, the ownership of each such Bond shall be registered in the Bond Register in the name of Cede & Co. the 11Nominee"), as nominee of The Depository Trust Company, New York, New York and its successors and assigns the **Deposito*y'1 or DTC"). Except as hereinafter provided, all of the outstanding Bonds shall be registered in the Bon* Register in the name of the Nominee of the DePositoryA as determined from time to time pursuant to this Section. in With respect to the Bonds registered in the Bond Register the name of the Nominee, to any broker and dealers, banks, trust companies, clearing corporations and other financial institutions from time to time for which the Depository holds Bonds as securities depository the Participant"), neither the Agency, nor the Fiscal Agent, nor any paying agent shall have any responsibility or obligation, any person claiming a beneficial ownership interest in the Bonds under or through DTC or any Participant, or any other person which is not shown on the Bond Register as being a Bondholder, with respect to i) the accuracy of any records maintained by DTC or any Participant, ii) the payment by DTC or any Participant of any amount in respect to the principal or redemption price of or interest on the Bonds, iii) any notice which is permitted or required to be given to Holders of Bonds under the Resolution, iv) the selection by DTC or any Participant of any person to receive payment in the event of a partial redemption of the Bonds, or V) any consent given or other action taken by DTC as Holder of Bonds. The Agency, the Fiscal Agent and any paying agent may treat DTC or its nominee) as the sole and exclusive owner of the Bonds registered in its name for the purpose of payment of the principal or redemption price of and interest on such Bonds, selecting the Bonds or portions thereof to be redeemed, giving any notice permitted or required to be given to Bondholders under the Resolution, registering the transfer of Bonds, obtaining any consent or other action to be taken by Bondholders of the Bonds and for all other purposes whatsoever; and neither the Fiscal Agent nor the Agency or any paying agent shall be affected by any notice to the contrary. The Fiscal Agent shall pay all principal of, premium, if any, and interest on the Bonds only at the times, to the accounts, at the addresses and otherwise in accordance with the Letter of Representations, and all such payments shall be valid and effective to fully satisfy and discharge the Agency's obligations with respect to payment of principal of, premium, any, and interest on the Bonds to the extent of the sum or sums so paid. No person other than an owner of a Bond, as 04/20/90 8845n/2338/l0 13- BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 B RESOLUTION NO. RA 90-4 shown in the Bond Register, shall receive a Bond evidencing the obligation of the Agency to make payments of principal, premium, if any1 and interest pursuant to this Resolution. Upon delivery by the Depository to the owners of the Bonds, and the Agency of written notice to the effect that the Depository has determined to substitute a new nominee in place of the Nominee, and sub*ect to the provisions herein with respect to record dates, the word Nominee in this Resolution shall refer to such substitute nominee of the Depository. In order to qualify the Bonds for the Depository's book-entry system, the Agency will, at the closing of the Bonds, execute and deliver to the Depository a Representations Letter, in the form attached hereto as Exhibit B. The execution and delivery of the Representations Letter shall not in any other way limit the provisions of this Section or in any other way impose upon the Agency or Fiscal Agent any obligation* whatsoever with respect to persons having interests in the Bonds other than the owners of the Bonds, as shown on the Bond Register. In addition to the execution and delivery of the Representations Letter, the Agency shall take such other actions, not inconsistent with this Resolution, as are reasonably necessary to qualify the Bonds for the Depository's book-entry program. In the event that the Agency determines that it is in the best interests of the beneficial owners of the Bonds that they be able to obtain bond certificates, the Fiscal Agent shall, upon the written instruction of the Agency, so notify DTC, whereupon DTC shall notify the Participants of the availability through DTC of bond certificates. In such event, the Bonds will be transferable in accordance with the next succeeding paragraph. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice of such discontinuance to the Agency and the Fiscal Agent and discharging its responsibilities with respect thereto under applicable law. In such event, Bonds will be transferable in accordance with the next succeeding paragraph. Whenever DTC requests the Agency and the Fiscal Agent to do so, the Fiscal Agent and the Agency will cooperate with DTC in taking appropriate action after reasonable notice to arrange for another securities depository to maintain custody of all certificate evidencing the Bonds then Outstanding. In such event, the Bonds will be transferable to such securities depository in accordance with the next succeeding paragraph, and thereafter, all references in this Resolution to DT* or its nominee shall be deemed to refer to such successor securities I depository and its nominee, as appropriate. 04/20/go 8845n/2338/10 14- BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 BRESOLUTION NO. RA 90-4 In the event that any transfer or exchange of Bonds is authorized under the fourth or sixth paragraphs of this Section, such transfer or exchange shall be accomplished upon receipt by the Fiscal Agent from the registered owner thereof of the Bonds to be transferred or exchanged the appropriate instruments of transfer to the permitted transferee, all in accordance with the applicable provision of Section 9 hereof. In the event Bond certificates are issued to Holders other than Cede & Co., its successor as nominee for DTC as holder of all the Bonds, another securities depository as holder of all the Bonds, or the nominee of such successor securities depository, the provisions of Section 9 hereof shall also apply to, among other things, the registration, exchange and transfer of the Bonds and the method of payment of principal of, premium, if any, and interest on the Bonds. Not*ithstanding any other provision of this Resolution to the contrary, so long as any Bond is registered in the name of the Nominee, all payments with respect to principal of, premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, as provided in the Representations Letter or as otherwise instructed by the Depository and acceptable to the Agency. Section *. Execution of Bonds. The Bonds shall be signed on behalf of the Agency by its Chairperson by manual or facsimile signature and by its Clerk by manual or facsimile signature, and the seal of the Agency shall be impressed, imprinted or reproduced thereon. The foregoing officers are hereby authorized and directed to sign the Bonds in accordance with this Section. If any Agency member or officer whose facsimile signature appears on the Bonds ceases to be a member or officer before delivery of the Bonds, his/her signature is as effective as if he or she had remained in office. The Fiscal Agent shall date and authenticate the Bonds on registration and/cr exchange to effectuate the registration and exchange provisions set forth in Section 9, and only those Bonds that have endorsed on them a certificate of authentication, substantially in the form set forth in the form of Bond, duly executed by the Fiscal Agent, shall be entitled to any rights, benefits or security under this Resolution. No Bonds shall be valid or obligatory for any purpose unless and until the certificate of authentication has been duly executed by the Fiscal Agent. The certificate of the Fiscal Agent upon any Bond shall be conclusive and the only evidence required that the Bond has been duly authenticated and delivered under this Resolution. The Fiscal Agent's certificate of authentication on any Bond shall be deemed to have been duly executed if signed by an authorized officer of the Fiscal Agent, but it shall not be necessary that the same officer sign the certificate of authentication on all of the Bonds that may be issued hereunder. 04/20/90 * * BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 B RESOLUTION NO. RA 90-4 Sect*on 9. Registrar*** and Exchange of Bonds. The Bonds shall be issued only in fully registered form. Fully registered Bonds may be exchanged for other Bonds of equal aggregate denominations and of like maturity. Transfer of ownership of a Bond or Bonds shall be made by exchanging the same for a new Bond or Bonds. The Fiscal Agent shall not be required to transfer or exchange any Bond during the period i) between 15 days prior to the selection of any Bond for redemption and the date of mailing notice of redemption, and ii) as to any Bond called for redemption. All exchanges shall be made in such a manner and upon such reasonable terms and conditions as may be determined and prescribed by the Agency and the Fiscal Agent. The person, firm or corporation requesting the exchange shall pay any tax or governmental charge that may be imposed in connection with the exchange. Each Bond issued pursuant to this Resolution shall be of a denomination which is $5,000 or a whole multiple thereof. Section 10. Bond Reg*ster. The Fiscal Agent will keep at its office in the City of Los Angeles, California, or at such other place as the Agency may approve, sufficient books for the registration and transfer of the Bonds. The books shall at all times during reasonable business hours 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 the register, the Bonds as herein before provided. Section 11. Call and Redemption*tion and Purchase of Bonds Prior to Maturity. A. 0*tional Redemption*tion. The Bonds maturing on or before September 1, 2000 are not sub*ect to call and optional redemption prior to maturity. The Bonds maturing on September 1, 2001 are sub*ect to redemption at the option of the Agency, from any source of funds, as a whole at any time or I in part in inverse order of maturity and by lot within a maturity, on any Interest Payment Date on or after September 1, 2000 at the redemption prices expressed as a percentage of the I principal amount of Bonds to be redeemed) plus accrued interest to the redemption date as shown in the following table: Redemption*tion Dates Redemption Prices September 1, 2000 through August 31, 2001 102.0% September 1, 2001 through August 31, 2002 101.1/2% September 1, 2002 through August 31, 2003 101.0% September 1, 2003 through August 31, 2004 100.1/2% 1 September 1, 2004 and thereafter 100.0% 04/20/90 BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 B RESOLUTION NO. RA 90-4 B. Mandatory Redemption*tion. a) The Bonds maturing September 1, 2005 are subject to mandatory redemption, *n part by lot, from Minimum Sinking Fund Payments on hand in the Bond Payment Fund on September 1, 2001 and on each September 1 thereafter to and including September 1, 2005, at a redemption price equal to the principal amount thereof to be redeemed plus accrued interest, if any, to the redemption date, without premium, in the years and amounts as follows: Year Principal Se*tember 1 Amount 2001 $760,000 2002 810,000 2003 865,000 2004 925,000 2005 985,000 b) The Bonds maturing September 1, 2012 are subject *o mandatory redemption, in part by lot, from Minimum Sinking Fund Payments on September 1, 2006 and on each September 1 thereafter to and including September 1, 2012, at a redemption price equal to the principal amount thereof. to be redeemed plus accrued interest, if any, to the redemption date, without premium, in the years and amounts as follows: Year Principal Se*tember 1 Amount 2006 $1,055,000 2007 1,145,000 2008 1,240,000 2009 1,345,000 2010 1,455,000 2011 1,580,000 2012 maturity) 1,710,000 C. Call and Redemption; Notice of Redemption. The Agency may and, if required by Section liB. shall) by resolution direct the call and redemption prior to maturity of Bonds by the Fiscal Agent pursuant to this Section 11 hereof in such amounts as there are funds available for the redemption of the Bonds and shall give notice to the Fiscal Agent of the redemption at least sixty 60) days prior to the redemption date. Notice of redemption prior to maturity shall be given by first class mail, postage prepaid not less than thirty 30) nor more than sixty 60) days prior to the redemption date to the registered owner of each such Bond at the address shown on the 04/20/90 8845n/2332/10 1* BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 B RESOLUTION NO. RA 90-4 registration books of the Fiscal Agent. Neither the failure to mail such notice nor any defect in any notice so mailed shall affect the sufficiency of the proceedings for *e redemption of any Bonds. The notice of redemption shall a) state the redemption date; b) state the redemption price; c) state the numbers 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; d) state, as to any Bonds redeemed in part only, the registered Bond nuz*ers and the principal portion thereof to be redeeme* e) statc. that interest on the principal portion of the Bonds designated for redemption shall cease to accrue from and after such redemption date and that on the redemption date there shall become due and payable on each of such Bonds the redemption price th*reof; f* the date of issue of the *o*ds p* originally issued; and g) the rate of Bond beinQ redeemed. The actual receipt by the Owner of any Bond or notice of redemption shall not be a condition precedent to redemption, and failure to receive notice shall not affect the validity of the proceedings for the redemption of the Bonds or the cessation of interest on the redemption date. Notice of redemption of Bonds shall be given by the Fiscal Agent on behalf of the Agency and at the expense of the Agency. A certificate by the Fiscal Agent that notice of redemption has been given in accordance with this Resolution shall be conclusive as against all parties, and no Bondowner whose Bond is called for redemption may ob*ect to the redemption or the cessation of interest on the redemption date by claiming or showing that he failed to receive actual notice of call and redemption. In addition to the foregoing notice, further notice shall be given by theFiscal Agent as set out below, but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed. Each further notice of redemption shall be sent at least two 2) days prior to the notice pursuant to the* paragraph of this Section ll*by registered or certified mail or overnight delivery service to the registered securities depositories listed below and to any other registered securities depositories then in the business of holding substantial amounts of obligations of types comprising the Bonds by first-class mail to the original *purchase of the 04/20/go 8845n/2338/l0 18- BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 B RESOLUTION NO. RA 90-4 Bonds, including any syndicate manager of the under*ritin* syndicate or1gin*Tiy ourchasina th* Bonds and *rst class mai* to one or more national information services listed below that disseminate notice of redemption of obligations on the Bonds Registered Securities Depositaries The Depository Trust Company 711 Stewart Avenue Garden City1 New York 11530 Attention: Diana Difiglia Telecopy: 516) 227-4039 or 4190 Midwest Securities Trust Company Capital Structures-Call Notification 440 South LaSalle Street Chicago, Illinois 60605 Telecopy: 312) 663-2343 Philadelphia Depository Trust Company Reorganization Division 1900 Market Street Philadelphia, Pennsylvania 19103 Attention: Bond Department Telecopy: 215) 496-5058 National Information Services Financial Information, Inc.*s Financial Daily Called Bond Service 30 Montgomery Street, 10th Floor Jersey City, New Jersey 07302 Attention: Editor Interactive Data Corporation*s Bond Service 22 Cortland Street, 32nd Floor New York, New York 10007 Kenny Information Service*s Called Bond Service 55 Broad Street, 29th Floor New York, New York 10004 Moody9s Municipal and Government 99 Church Street, 8th Floor New York, New York 10007 Attention: Municipal News Report Standard and Poor's Called Bond Record 25 Broadway, 3rd Floor New York, New York 10004 04/20/90 B845n/2338/l0 19- BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 B RESOLUTION NO. RA 90-4 Upon the payment of the redemption price of any Bonds being redeemed, each check or other transfer of funds issued for such purpose shall bear the CUSIP number identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer. D. Redemption Fund. Prior to the mailing of notice as required above for the redemption of Bonds pursuant to this Section 11, the Fiscal Agent shall establish, maintain and hold in trust a separate fund which is hereby created for the purpose of this Resolution entitled La Quinta Redevelopment Agency, La Quinta Redevelopment Project Tax Allocation Refunding Bonds Series 1990 Redemption Fund" hereinafter referred to as the Redemption Fund"). Except in the event Bonds are to be called from the proceeds of refunding bonds, and in the case of Bonds redeemed as provided in Section 113 which shall be redeemed from money in the 1990 Bond Payment Fund there shall be set aside in the Redemption Fund prior to the redemption date, moneys for the purpose of and sufficient to redeem, at the premiums, if any, payable as provided in this Resolution, the Bonds designated in the notice of redemption. The 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 principal and premium, if any) of the Bonds to be redeemed upon presentation and surrender of the Bonds. *nv interest due on the Bonds on or *rior to the redemption date shall be paid, *ro rata with the Series 1989 Bonds then subject to mandatory sinking fund redemption, if necessary, from the Special Fund upon presentation and surrender thereof. Any excess money remaining in the Redemption Fund after the payment of the Bonds to be redeemed shall be transferred to the Special Fund. E. Partial Redemption of Bonds. Upon surrender of any Bond redeemed in part only, the Agency shall execute and the Eiscal Agent shall authenticate and deliver to the registered Owner, 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 Bond surrendered and of the same interest rate and same maturity. F. Effect of Redemption. Notice of redemption having been duly given as provided above, and moneys for payment of the principal of, premium, if any, and interest payable upon redemption of the Bonds being set aside as provided above, the Bonds, or parts thereof, called for redemption shall, on the redemption date, become due and payable at the redemption price specified in the notice. Interest on the Bonds, or parts thereof, as the case may be, called for redemption shall cease to accrue. The Bonds, or parts thereof redeemed, shall cease to be entitled to any lien, benefit or security under this 04/20/90 8845n/2338/10 *0* BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 B RESOLUTION NO. RA 90-4 Resolution, and the Owners of the Bonds shall have no rights except to receive payment of the redemption price upon surrender of the Bonds, and, in the case of partial redemption of Bonds, also to receive a new Bond or Bonds for the unredeemed balance as provided above. A G. Purchase of Bonds. In lieu of redemption or otherwise, the Fiscal Agent, at the written direction of the Agency, shall purchase Bonds on the open market at a price not to exceed the current redemption price on the next succeeding terest Payment Date plus accrued interest, if any, to the dlnate of purchase. Section 12. Funds. There was created by the 1985 Resolution with the Treasurer a special trust fund called the tLa Quinta Redevelopment Project Fund") hereinafter sometimes called the Redevelopment Fund"), which Redevelopment Fund is continued for the purpose of this Resolution. The Treasurer shall establish within the Redevelo*ment Fund an acc*unt designated Refunded Bonds Account'. There was established*hed and maintained by the Fiscal Agent pursuant to the 1985 Resolution and continued under the 1988 Resolution the following funds: i) the special trust fund called the La Quinta Redevelopment Project, Tax Allocation Bonds Special Fund" the Special Fund") in which there is contained the special trust funds known as the Bond Interest Fund", the Bond Payment Fund" and the Debt Service Reserve Fund" and in which there shall be established by the Fiscal Agent the following funds: a) 1990 Bond Interest Fund the Bond Interest Fund"); b) 1990 Bond Payment Fund the Bond Payment Fund"); and c) 1990 Debt Service Reserve Fund the Debt Service Reserve Fund"); and ii) the Holding Fund". The Fiscal Agent shall establish a 1990 Excess Investment Earnings Fund the Excess Investment Earnings Fundit). The Agency shall cause to be created with the Escrow Bank a special trust fund designated the La Quinta Redevelopment Project, Tax Allocation Bonds, Series 1985, 4 Escrow Fund" the Escrow Fund"). So long as any of the Bonds, or any interest on them, remain unpaid by the Agency, the moneys in the foregoing funds and accounts shall be used for no purposes other than those required or permitted by the 1988 Resolution, this Resolution and the Law. The Fiscal Agent shall provide the Agency with semiannual statements setting forth the balance in each of the funds and accounts. 04/20/90 8845n/2338/l0 21- BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 B RESOLUTION NO. RA 90-4 Section 13. Sale of *Bond*: Disposition *ositipn of Bond P roceeds*eds and l*Sg *ond Proceeds.* Redeve1o*ment Fund. The Agency has provided by this Resolution for the sale of the Bonds to Painewebber Incorporated. A. tipon the delivery of the Bonds to the purchaser thereof, the Fiscal Agent, as the designated 1989 Bonds Fiscal Agent and the Refunded Bonds Fiscal Agent, on behalf of the Agency and upon its direction, shall receive the proceeds from the sale of the Bonds and together with the moneys in the Special Fund attributable to the Refunded Bonds and the Refunded Bonds Debt Service Reserve Fund, shall dispose of such proceeds and moneys as follows: 1) Deposit in the Bond Interest Fund from Bond proceeds, accrued interest paid by the purchasers of the Bonds; 2) Purchase the Debt Service Surety Bond for deposit in the Debt Service Reserve Fund; 3) Transfer from the Refunded Bonds Debt Service Reserve Fund to the Escrow Bank for deposit in the Escrow Fund $1,092,638.09 and transfer the balance of the money in the Refunded Bonds Debt Service Reserve Fund to the Agency for deposit in the Redevelopment Fund, Refunded Bonds Account. 4) Transfer from the Refunded Bonds Holding Fund to the Escrow Bank for deposit in the Escrow Fund $24,856.62. 5) Transfer from money in the Special Fund attributable to the Refunded Bonds to the Escrow Bank for deposit in the Escrow Fund $1,203,907.50 and transfer the balance of the money in the Special Fund attributable to the Refunded Bonds to the Agency for deposit in the Redevelopment Fund. 6) Deposit from Bond proceeds including the original issue premium, an amount sufficient. together with the funds transferred from the Refunded Bonds Special Fund and the Refunded Bonds Debt Service Reserve Fund and the Refunded Bonds Holding Fund, as herein before set forth, and interest to be earned on all money in the Escrow Fund, to pay the principal of, and interest on the Refunded Bonds coming due on and prior to September 1, 1995 and coming due by redemption on September 1, 1995, plus the premium due, * which deposit shall be invested in accordance with the terms of the Escrow Agreement; 7) Deposit in the Redevelopment Fund the balance of the Bond proceeds. 04/20/90 8B45n/2338/l0 22- BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 B RESOLUTION NO. RA 90-4 B. The moneys set aside in the Redevelopment Fund shall remain there until from time to time expended for the Costs of Issuance of financing or refinancing a portion of the Costs of the Redevelopment Project and other related costs, and also including in such costs: 1) The payment of an amount of money in lieu of taxes as authorized by Section 33401 of the Law in any year during which the Agency owns property in the Redevelopment Project Area, to any city, county, city and county, district or other public corporation which would have levied a tax upon such property had it not been exempt; 2) The cost of any lawful activities in connection with the implementation of the Redevelopment Project Area, including, without limitation, those activities authorized by Section 33445 of the Law; and 3) The Costs of Issuance and any necessary expenses n connection with the issuance and sale of the *bonds and fees of the Fiscal Agent and paying agents. All of the above uses constitute a t'redevelopment activity" as that term is defined in Health and Safety Code Section 33676. An amount remaining in the Redevelopment Fund after the full accomplishment of the purposes for which the 19*9 Bonds were issued and for which the Bonds will be issued shallAbe transferred toAthe Special Fund. Section 14. Tax Revenues. As provided in the Redevelopment Plan, pursuant to Article 6 o* * * of the Law and Section 16 of Article XVI of the Constitution of the State of California, taxes levied upon taxable property in the Redevelopment Project Area each year by or for the benefit of the State of California, any city, county, city and county, district, or other public corporation herein sometimes collectively called t1taxing agencies") after the effective date of the Ordinance approving the Redevelopment Plan being Ordinance No. 43 of the City of La Quinta, which became effective on December 29, 1983) shall be divided as follows: a) That portion of the taxes which would be produced by the rate upon which the tax is levied each year by or for each of the taxing agencies upon the total sum of the assessed value of the taxable property in the Redevelopment Project Area as shown upon the assessment roll used in connection with the taxation of such property by such taxing agency last equalized prior to December 29, 1983 base assessment roll"), shall be allocated to and when collected shall be paid into the funds of the respective taxing agencies as taxes by or for the taxing agencies on all other property are paid; and 04/20/90 BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 BRESOLUTION NO. RA 90-4 b) That portiQn of said levied taxes each year i* excess of such amount shall be allocated to and when Collected by the Agency shall be paid into the following funds: i) into the low and moderate income housing fund held by the Agency the amount required by the Law to be deposited into said fund, ii) the amount required to be paid by the Agency pursuant to pass-through agreement5 of the Agency; and iii) the balance into the Special Fund of the Agency. The Pledged Tax Revenues received by the Agency On or after the date of issue of the Bonds are hereby irrevocably pledged to the payment of the principal*pal of, premium, if any, and interest on theABonds, and any Parity Bonds, without preference, and until all of the Bonds and all interest thereon, have been paid or until moneys for that purpose have been irrevocably set aside), the Pledged Tax Revenues sub*ect to the exception set forth in Section 15(d) shall be applied solely to the payment of the,*Bonds and any Parity Bonds plus Premium if any, and the interest thereon as provided in this Resolution. This allocation and pledge is for the exclusive benefit of the Owners of theABonds and any Parity Bonds and shall be irrevocable. Annually, on or before each September 1, the Agency shall certify to the Fiscal Agent that it has transferred to the Fiscal Agent Pledged Tax Revenues as requ*red by this Section 14. The foregoing provisions of this Section are a portion of the provisions of said Article 6 of the Law as applied to the Bonds and shall be interpreted in accordance with said Article 6 of the Law, and the further provisions and definitions contained in said Article 6 of the Law are hereby incorporated herein by reference and shall apply. Section 33645 of the Health and Safety Code provides, in applicable part as follows: The resolution, trust indenture, or mortgage shall provide that tax increment funds allocated to an agency pursuant to Section 33670 shall not be payable to a trustee on account of any issued bonds when sufficient funds have been placed with the trustee to redeem all outstanding bonds of the issue." This Resolution is presently in compliance with the above quoted provision and shall be so construed. Section 15. S*ecial Fund. All Pledged Tax Revenues, and other moneys identified herein, deposited in the Special Fund in accordance with Section 14 hereof shall be allocated as provided herein and in Section 15 of the 19S8 Resolution. The interest on the Bonds until maturity shall be paid by the Fiscal Agent from the Bond Interest Fund. After all interest 04/20/go 8845n/2338/10 24- BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 B RESOLUTION NO. RA gO-4 then due on the Bonds on the next Interest Payment Date has been paid or provided for, moneys in the Special Fund shall be applied to the payment of the principal, *including *inimum Sinking Fund Payments1 of the Bonds. 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 Pledged Tax Revenues accumulated in the Special Fund shall be used in the following priority; provided, however, that to the extent that deposits have been made in any of the Funds referred to below from the proceeds of the sale of the Bonds or otherwise, the deposits below need not be made. In the event that Pled*ed Tax Revenues and money in the Reserve Fund is not sufficient to pay the Insured Amounts, as defined in the Statement of Insurance set forth in Exhibit A hereof, the Fiscal Agent or the Owner of the Bond may request the payment of the Insured Amounts. Said Insured Amounts shall be paid by MBIA pursuant to the provisions of the Financial Guaranty Insurance Policy. a) Bond Interest Fund. Deposits shall be made into the Bond Interest Fund for the Series 19B9 Bonds under the 198B Resolution and the Bond Interest Fund created herewith on or before the last day in February and on or before August 31 of each Bond Year so that the amount in each of said Funds on said date shall be equal to the aggregate amount of interest becoming due and payable on the then outstanding Series l98* Bonds and Bonds on the next succeeding Interest Payment Date. Moneys in the Bond Interest Fund shall be used for the payment of interest on the Bonds as the same becomes due. b) Bond Payment Fund. After the deposits have been made pursuant to subparagraph a) above, deposits shall next be made into the Bond Payment Fund for the Series lgBg Bonds under the 1929 Resolution and the Bond Payment Fund created herewith so that the balance in each of said Funds on or before August 31 of each Bond Year is equal to the principal coming due on the then outstanding Series lgSg Bonds and Bonds, including Minimum Sinking Fund Payments, on the next succeeding September 1. c) Debt Service Reserve Fund. After deposits have been made pursuant to subparagraphs a) and b) above, deposits shall be made to the Debt Service Reserve Funds established under the 1988 Resolution and under this Resolution from available Pledged Tax Revenues, if necessary, pro rata in order to cause the amounts on deposit therein to equal the * Reserve Requirement*. Money in the Debt Service Reserve Fund shall be transferred to the Bond Interest Fund and/or the Bond Payment Fund to pay interest on and principal of the Bonds, including Minimum Sinking Fund Payments, as they 04/20/go * BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 BRESOL[1TION NO. RA 90-4 become due to the extent Pledged Tax Revenues are insufficient therefor. Any portion of the Debt Service Reserve Fund which is in excess of the Reserve Requirement shall be transferred to the Bond Interest Fund, semiannually on or before the last day in February and on or before August 31. The Agency mayAelect to maintain the Reserve Requ*rement by obtaining i) a letter of credit, ii) a surety bond, or iii) a policy of insurance in an amount which will *arantee to the Agency the full amount of the Reserve Requirement at such times as all or any portion of the Reserve Requirement is needed for transfer to the Bond Interest Fur.d and/or the Bond Payment Fund as herein before stated, provided that the letter of credit bank is rated in the topArating catego*by Moody's Investor's Service, Inc. and Standard & Poorts Corporation and that upon the expiration of the letter of credit, if not extended, he Agency shall obtain a substitute letter of credit, a surety bond or a policy of insurance as hereinafter provided, or shall deposit cash in the Debt Service Reserve Fund, and further provided that the issuer of any surety bond or insurance policy shall be rated in the topArating catego* by Moody's Investorts Service, Inc. and Standard & Poor1s Corporation or A. M. Best & Com*anv. as a**licable. The Agency shall acquire such alternate security and shall direct the Fiscal Agent to pay from money in the Debt Service Reserve Fund the letter of credit fees, the cost of a surety bond, or the insurance policy premium, as the case may be. Any money in the Debt Service Reserve Fund after the Agency acquires the alternate security and pays the appropriate costs as herein provided shall be transferred to the Agency for deposit into the Redevelopment Fund. On the Closing Date, the Fiscal Agent shall receive the Debt Service Reserve Surety Bond in satisfaction of the Reserve Requirement. At least three days prior to the date on which funds will be required to be paid to the Fiscal Agent pursuant to the Debt Service Reserve Surety Bond for deposit in the Bond Interest Fund and/or Bond Payment Fund, the Fiscal Agent shall deliver to MBIA a Demand for Payment, as defined in the Debt Service Reserve Surety Bond. It shall be the responsibility of the Fiscal Agent to maintain adequate records, verified by MBIA, as to the amount available to be drawn at any given time under the Debt Service Reserve Surety Bond and as to the amounts paid and owing to MEIA under the terms of the Financial Guaranty Agreement. 04/20/90 8B4SnI2**RI1* BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 B RESOLUTION NO. RA 90-4 Notwithstanding the foregoing, as long as the Debt Service Reserve Surety Bond is in effect after deposits have been made *pursuant to subparagraphs a) and b) above; deposits to the Debt Service Reserve Fund shall first be applied to reimburse MBIA the amount of any draws upon the Debt Service Reserve Surety Bond in accordance with the provisions of the Financial Guaranty Agreement. In the event money is required to be transferred to the Bond Interest Fund and/or the Bond Payment Fund, any cash on deposit in the Debt Service Reserve Fund will be applied prior to any draw on the Debt Service Reserve Surety Bond. The Fiscal Agent shall comply with the terms of the Debt Service Reserve* Surety Bond and any agreement entered into in erewith, including, but not limited to, the Financial Guaranty Agreement. A d) Holding Fund. The Fiscal Agent shall transfer /* from the Special Fund and deposit into the Holding Fund all moneys then remain*ng in the Special Fund after he above mentioned transfers have taken place; provided however, that if 120% of Annual Debt Service was placed in the Special Fund in such Bond Year, and the Agency is not in default under the Resolution, and the Debt Service Reserve Funds established under the 1988 Resolution and under this Resolution are equal to the respective Reserve Requirements, then all money then remaining in the Holding Fund may be returned to the Agency for any lawful purpose. Except as set forth in the preceding sentence, all money in the Holding Fund shall be used and withdrawn by the Fiscal Agent for the purpose of replenishing the Bond Interest Funds established under the 1988 Resolution and under this Resolution, the Bond Payment Funds established under the 1988 Resolution and under this Resolution, and the Debt Service Reserve Funds established under the 1988 Resolution and under this Resolution, in such order, in the event of any deficiency at any time in such Funds, or for the purpose of paying the interest on or redemption premiums, if any, on the Series 1989 Bonds or the Bonds, in the event that no other money of the Agency is lawfully available therefor, or for the retirement of all the Series 1989 Bonds or the Bonds then outstanding, or, so long as the Agency is not in default hereunder, and, at the request of the Agency, for the purchase or redemption of the Series 1989 Bonds or the Bonds. In the event that amounts held in the Special Fund are *insufficient to provide for all amounts of interest on and principal of the Series 1989 Bonds and the Bonds due on any payment date, such amounts shall be applied pro rata to the payment of interest on the Series 1989 Bonds and the Bonds, 04/20/90 BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 BRESOLUTION NO. RA 90-4 without priority among them and then to the payment of principal of the Series 1969 Bonds and the Bonds, pro rata and without priority. In the event of acceleration of the Bonds, the provisions of Section 253 hereof shall govern. Any remaining Pledged Tax Revenues after providing for a), b), c), and d) above shall be transferred to the Agency and may be used in a manner provided by law for the purpose of aiding in financing the Pro*ect, including early redemption or purchase of the Bonds, as provided in this Resolution. Section 18. Rebate Provisions. a) The Agency shall calculate Excess Investment Earnings in accordance with paragraph b) and shall pay Excess Investment Earnings to the United States government in accordance with paragraph c). The term Excess Investment Earnings means an amount equal to the sum of: i) the excess of A) the aggregate amount earned from the Closing Date on all Nonpurpose Investments in which Gross Proceeds of the Bonds are invested other than amounts attributable to an excess described in this subparagraph ii)), over B) the amount that would have been earned if the yield on such Nonpurpose Investments other than amounts*attributable to an excess described in this subparagraph i)) had been equal to the yield on the Bonds, plus ii) any income attributable to the excess described in paragraph i). b) Within 20 days following September 1, l* and thereafter 20 days following the end of each Bond Year* Agency shall calculate and cause to be deposited with the Fiscal Agent the Excess Investment Earnings referenced in subparagraph i) of paragraph a) and the Fiscal Agent shall deposit the same into a special account hereby created designated the Excess Investment Earnings Fund." Thereafter, prior to sixty 60) days following the last day of each Bond Year, within sixty days following any optional or mandatory redemption of the Bonds other than regularly scheduled sinking fund redemptions and on the date of the retirement of the Bonds, Agency shall calculate the amount of Excess Investment Earnings referenced in subparagraphs i) and ii) of paragraph a) and direct corresponding transfers into the Excess Investment Earnings Fund. 04/20/90 BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 !B ii RESOLUTION NO. RA 90-4 C) Upon direction of Agency, the Fiscal Agent shall pay*Exceas Investment Earnings to the United States government in installments with the first payment to be made not later than sixty 60) days after the end of the fifth Bond Year and with subsequent payments to be made not later than five 5) years after the preceding 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 computation period. Upon the direction of Agency, which direction shall be given before sixty 60) days after the retirement of the Bonds, Agency shall pay 100 percent of the theretofore unpaid Excess Investment Earnings of the Bonds. The Fiscal Agent shall remit such payments to the United States government at the address and in the manner directed by Agency prescribed by the regulations as the same may be in time to time in effect, together with such reports and statements prepared by Agency as may be prescribed by such Regulat*ons d) The Agency shall keep and retain for a period of six 6) years following the retirement of the Bonds records of the determinations made pursuant to this Section. e) Payments pursuant to this Section shall be made to the maximum extent possible from moneys on deposit in the Excess Investment Earn*ngs Fund and, to the extent of any deficiency therein for such purpose, shall be made from any Agency moneys held by the Fiscal Agent including the moneys held in the 1990 Reserve Fund if no moneys for said purpose are otherwise available from money in other funds held by the Fiscal Agent. In the event of any remaining deficiency in available moneys for the purposes of such transfer, such deficiency shall be paid by Agency. f) After the payment of Excess Investment Earnings to the United States government at the end of each 5 year period as provided in subsection c) hereof, the Fiscal Agent may transfer any money in the Excess Investment Earnings Fund to the Property Tax Increment Fund. g) Notwithstanding the foregoing, the foregoing method of and the time of computing Excess Investment Earnings may be modified, in whole or in part, without the consent of the Owners of the Bonds upon receipt by Agency of an opinion of Bond Counsel to the effect that such modification will not adversely affect the exclusion from gross income of interest on the Bonds. 04/2 0/90 8845n/2338/10 a- BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 "BRESOLUTION NO. RA 90-4 Section 17. Investment of Moneys in Funds. All moneys held by the*Fiscal Agent in the Special Fund, the Holding Fund, the Redemption Fund or the Excess Investment Earnings Fund shall be i) invested at the written direction of the Agency in Federal Securities, or ii) held in trust accounts, time or demand deposits, including certificates of deposit, in any commercial bank or trust company authorized to accept deposits of public funds including the banking department of the Fiscal Agent) which ar* fully insured by the Federal Deposit Insurance Corporation *re secured at all times by Federal Securities, or secured at a*l times by bonds or other obligations which are authorized by law as security for public deposits, of a market value at least equal to the amount required by law, or iii) invested in a taxable government money market portfolio restricted to o*ligations with maturities of one year or less, issued or guaranteed as to payment of principal and interest by the full faith and credit of the United States or repurchase agreements collateralized by such obligations. If the E.iscal Agent receives no written directions from the Agency as to the investment of *oneys held in any Fund or Account, the Fiscal Agent shall, pending receipt of instructions, invest such moneys in a taxable government money market portfolio as described in iii) above. a) Moneys in the Redevelopment Fund may be invested in any investment authorized by law for the investment of Agency money, which will by their terms mature not later than the date the Agency estimates the moneys represented by the particular investment will be needed for withdrawal from such Fund. b) Moneys in the Bond Interest Fund and the Bond Payment Fund shall be invested only in obligations which will by their terms mature on such dates as to ensure that before each Interest Payment Date and principal payment date there will be in such Funds, from matured obligations and other moneys already in such Funds, cash equal to the interest and principal payable on the respective payment dates. c) Except as provided in Section 15(c) hereof, moneys in the Debt Service Reserve Fund shall be invested in obligations which will by their terms mature prior to the date which is the final maturity date of the Bonds. Except as otherwise provided herein, obligations purchased as an investment of moneys in any of said Funds shall be deemed at all times to be a part of such respective Fund and the interest accruing thereon and any gain realized from such investment shall be credited to such Fund and any loss resulting from any such authorized investment shall be charged to such Fund without liability to the Agency or the members and 04/20/90 BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 #B RESOLUTION NO. RA 90-4 officers thereof or to the Fiscal Agent. The Agency or the Fiscal Agent, as the case may be, shall sell at the best price obtainable or present for redemption any obligation so purchased whenever it shall be necessary to do so in order to provide moneys to meet any payment or transfer from such Fund as required by this Resolution. The investment constituting a part of such Fund shall be valued at the then estimated or appraised mar*et value of such investment or face amount thereof, which ever is lower; provided, however, that investments in the Bond Interest Fund and the Bond Payment Fund shall be valued at the face amount thereof. Section 18. Issuance of Parity Bonds. The Agency may provide for the issuance of, and sell, Parity Bonds in such principal amounts as it estimates will be needed for the Redevelopment Project purposes. Until such time as the Series 1989 Bonds are no longer outstanding under the terms of the l98* Resolution, any Parity Bonds issued under this Resolution shall comply with Sec:ion 17 of the 1988 Resolution. At such time as the Series 1989 Bonds are no longer outstanding, 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 in this Resolution; b) The Parity Bonds shall be on such terms and conditions as may be set forth in a supplemental resolution, which shall provide for i) bonds substantially in accordance with the Resolution, ii) the deposit of a portion of the Parity Bond proceeds into* Debt Service Reserve Fund, or the acquisition of an alternate security as provided in Section 15(c) hereof, in an amount sufficient equal the *reserve requirement for suc* Parity Bonds, iii) the disposition of surplus Pledged Tax Revenues in substantially the same manner as Sect*on 15(d) hereof; c) Receipt of a certificate of an Independent Financial Consultant showing: i) The current and each future Bond Year the Annual Debt Service*ce for each such Bond Year with respect to all Bonds and Parity Bonds reasonably expected to be outstanding following the issuance of such Parity Bonds; ii) For the then current Bond Year, A) the Pledged Tax Revenues including revenue attributable to utility property to be received by the Agency based upon the most recent assessed valuation of taxable 04/20/90 8845n/2338/10 31- BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 $BRESOLUTION NO. RA 90-4 property in the Redevelopment Project Area received in writing from the appropriate officer of the County of Riverside or any value attributable to assessment of utility property received from the appropriate party) plus B) additional Pledged Tax Revenues to be received by the Agency due to expected increases in assessed valuation of taxable property in the Redevelopment Pro*ect Area resulting from construction which has been completed but the assessed value of which is not yet included on the assessment roll or any supplemental roll) as estimated and certified by an Independent Redevelopment Consultant; and iii) That for the then current Bond Year, the Pledged Tax Revenues computed on the basis of Pledged Tax Revenues referred to in item ii)(A) and B) above are at least equal to 1.20 times the Maximum Annual Debt Service referred to in item i) above. d) Such Parity Bonds shall mature on September 1 and interest thereon shall be payable on March 1 and September 1, subject to such dates being changed by a supplemental resolution of the Agency. Section 19. Covenants of the Agency. As long as the Bonds are outstanding and unpaid, the Agency shall through its proper members, officers, agents or employees) faithfully perform and abide by all of the covenants, undertakings and provisions contained in this Resolution or in any Bond issued hereunder, including the following covenants and agreements for the benefit of the Bondowners which are necessary, conven*ent and desirable to secure the Bonds and will tend to make them more marketable; provided, however, that said Covenants do not require the Agency to expend any funds other than the Tax Revenues: Covenant 1. Com*lete Redevelo*ment Project; Amendment to Redevelo*ment Plan. The Agency covenants and agrees that it will diligently carry out and continue to completion, with all practicable dispatch, the Redevelopment Project in accordance with its duty to do so under and in accordance with the Law and the Redevelopment Plan and in a sound and economical manner. The Redevelopment Plan may be amended as provided in the Law but no amendment shall be made unless it will not substantially impair the security of the Bonds or the rights of the Bondowners, as shown by an Opinion of Counsel, based upon a certificate or opinion of an Independent E.inancial Consultant appointed by the Agency. 04/20/90 BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 %B Is RESOLUTION NO. RA 90-4 Covenant 2. Use of Proceeds, Management and Creration of Pro*erties. The Agency covenants and agrees that the proceeds of the sale of the Bonds will be deposited and used as provided in this Resolution and any supplemental resolution and that it will manage and operate all propertie5 owned by it comprising any part of the Redevelopment Pro*ect in a sound and businesslike manner. Covenant 3. No Priority. The Agency covenants and agrees that it will not issue any obligations payable, either as to principal or interest, from the Pledged Tax Revenues which have, or purport to have, any lien upon the Pledged Tax Revenues prior or superior to the lien of the Bonds herein authorized. Except as permitted by Section* hereof, it will not issue any obligations, payable as to principal or interest, from the Pledged Tax Revenues, which have, or purport to have, any lien upon the Pledged Tax Revenues on a parity with the Bonds herein authorized. Notwithstanding the foregoing, nothing in this Resolution shall prevent the Agency i) *rom issuing and selling pursuant to law, refunding obligations payable from and having any lawful lien upon the Pledged Tax Revenues, if such refunding obligations are issued for the purpose of, and are sufficient for the purpose of, refunding all of the outstanding Bonds or Parity Bonds, or ii) from issuing and selling obligations which have, or purport to have, any lien upon the Pledged Tax Revenues which is junior to the Bonds or iii) from issuing and selling bonds or other obligations which are payable in whole or in part from sources other than the Pledged Tax Revenues. As used herein obligations shall include, without limitation, bonds, notes, interim certificates, debentures or other obligations. 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, at the place and in the manner provided in the Bonds. 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 Redevelopment Project Area, or upon the revenues and income therefrom, and will pay all lawful claims for labor, materials and supplies which if unpaid might become a lien or charge upon any of said properties, revenues or income or which might impair the security of the Bonds or the use of Pledged Tax Revenues or other legally available funds to pay the principal of and interest thereon, all to the end that the priority and security of the Bonds shall be preserved; provided, however, 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. 04/20/90 BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 &BRESOLUTION NO. RA 90-4 Covenant 6. Books and Accounts; Financial Statements*ements. The Agency covenants and agrees that it will at all times keep, or cause to be kept, proper and current books and accounts separate from all other records and accounts) in which complete and accurate entries shall be made of all transactions relating to the Redevelopment Project and the Pledged Tax Revenues and other funds relating to said Project, and will prepare within one hundred and eighty 180) days after the close of each cf its Fiscal Years a complete financial statement or statements for such year in reasonable detail covering such Redevelopment Project and the Pledged Tax Revenues and other funds, accompanied by an opinion of an Independent Certified Public Accountant appointed by the Agency, and will furnish a copy of such statement or statements to the Fiscal Agent, the original purchaser(s) of the Bonds in the case of a syndicate, the manager thereof), and any rating agency which maintains a rating on the Bonds, and, upon written request, to any Bondowner. Covenant 7. Eminent Domain. The Agency covenants and agrees that if all or any part of the Redevelopment Project Area should be taken from it without its consent, by eminent domain proceedings or other proceedings authorized by law, for any public or other use under which the property will be tax exempt, the Agency will use its best efforts to have the base assessment roll reduced by the amount of the assessment of said property as shown on said base assessment roll. Covenant 8. Disposition of Property. The Agency covenants and agrees that it will not dispose of more than ten percent 10%) of the land area in the Redevelopment 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 offstreet parking, sewage facilities, parks, easements or right-of-way for public utilities, or other similar uses) to public bodies or other persons or entities whose property is tax exempt, unless such disposition will not result in the security of the Bonds or the rights of Bondowners being substantially impaired, as shown by an Opinion of Counsel, based upon the certificate or opinion of an Independent Financial Consultant appointed by the Agency. Covenant 9. Statement of Indebtedness. The Agency covenants and agrees to file annually with the County Auditor a statement of indebtedness as provided in Section 33675 of the Law. 04/20/90 BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 'B RESOLUTION NO. RA 90-4 Covenant 10. Protection of *security and Rights*hts of Bondowners; Tax Covenant. The Agency covenants and agrees to preserve and protect the security of the Bonds and the rights of the Bondowners and to defend their rights under all claims and demands of all persons. Without limiting the generality of the foregoing, the Agency covenants and agrees to contest by court action or otherwise a) the assertion by any officer of any government unit or any other person whatsoever against the Agency that i) the *aw is unconstitutional or ii) that the Tax Revenues pledged hereunder cannot be paid to the Agency for the debt service on the Bonds, or b) any other action affecting the validity of the Bonds or diluting the security therefor, or c) any assertion by the United States of America or any department or agency thereof or any other person that the interest received by the Bondowners is taxable under federal income tax laws by reason of any action of the Agency. The Agency covenants and agrees to take no action which, in the Opinion of Counsel would result in the Pledged Tax Revenues *being withheld unless the withholding thereof S being contested in good faith. In order to preserve the exclusion from gross income of interest on the Bonds and any Parity Bonds for federal income tax purposes, the Agency covenants to comply with all applicable requirements of the Code, together with any amendments thereto or regulations promulgated thereunder necessary to preserve such exclusion from gross income and specifically covenants, without limiting the generality of the foregoing, that: 1) it will make no use of the proceeds of the Bonds or Parity Bonds at any time which will cause the Bonds or Parity Bonds to be arbitrage bonds'9 within the meaning of Section 148 of the Code and applicable Regulations adopted thereunder by the Internal Revenue Service; 2) it will not use in excess of 5*/* of the proceeds of the Bonds or Parity Bonds to make or finance loans to any person other than a governmental unit other than loans which are used to acquire or carry Nonpurpose Investments or are for the purpose of enabling the borrower to finance any governmental tax or assessment of general application for a specific essential governmental function, all as set forth in Section 141(c) of the Code); 3) it will neither use nor permit the use of more than 100/. of the proceeds of the Bonds or Parity Bonds for any private business use, or enter into an arrangement such that more than 10% of the proceeds of the Bonds or Parity Bonds is, directly or indirectly, secured by any interest in i) property used or to be used for a private business use or ii) payments in respect of such property or to be derived from payments in respect of property, or borrowed 04/20/90 BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 (BRESOLUTION NO. RA 90-4 TTtoney, used or to be used for a private business use, all as set forth in Section 141(b) of the Code, or take any other action which would cause the Bonds or Parity Bonds to be private activity bonds11 within the meaning of Section 141(a) of the Code; 4) it *ill ensure that the payment of principal of and interest on the Bonds or Parity 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 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,4National 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); exce*t 1) during the initial period following issuance of the Bonds or Parity Bonds and ending on the final expenditure of the Bond or Parity Bond proceeds; 2) for amounts held in the Debt Service Reserve Fund, or other reserve funds satisfying Section 148(d) of the Code; 3) for amounts held in the Bond Interest Fund and Bond Payment Fund and any other bona fide debt service funds; 4) for investments in obligations issued by the United States Treasury; S) 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; and S) i) it shall keep a detailed accounting of all transactions contemplated under this Resolution or any Supplemental Resolution or in any way relating to the receipt or disbursement of any of the Gross Proceeds of the Bonds or Parity Bonds for a period of six years after the later of the date cf 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 or Parity Bonds; ii) except for the investment of moneys in tax-exempt bonds or Gross Proceeds invested during an applicable temporary period permitted under the Regulations, it will not allow Gross Proceeds of the Bonds or Parity Bonds to be invested at any time in Nonpurpose Investments with a Yield in excess of the lesser of the Yield on the Bonds or the Parity Bonds without an opinion of Bond Counsel to the effect that investment at a higher Yield will not adversely affect the exclusion from gross income of interest on the Bonds or any Parity Bonds for federal income tax purposes; iii) it will neither invest 04/20/90 BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 )B RESOLUTION NO. RA 90-4 Gross Proceeds nor cause Gross Proceeds to be invested in Nonpurpose Investments if the Yield on such Nonpurpose *investment would be less than the Yield that would have resulted in an arm's-length transaction; and iv) it will not sell or otherwise dispose of or cause to be sold or otherwise disposed of Nonpurpose Investments, 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. Section 20. Taxation of Leased Pro*erty. Whenever any property in the Redevelopment 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 Redevelopment 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 *aw, and the lease or contract shall provide a) that the lessee shall pay taxes upon the assessed value of the entire property and not merely upon the assessed value of his or its leasehold interest, and b) that if for any reason the taxes levied on such property in any year during the term of the lease or contract are less than the taxes which would have been levied if the entire property had been assessed and taxed in the same manner as privately owned property, the lessee shall pay such difference to the Agency within thirty 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 transferred to the Fiscal Agent for deposit in the Special Fund. Section 21. A en The Agency hereby appoints Security Pacific National Ban* 5 Fiscal Agent hereunder, to act as the fiscal agent, bond registrar and paying agent of the Agency for the purpose of receiving Pledged Tax Revenues and other funds in trust as provided in this Resolution, to hold, allocate, use and apply the Pledged Tax Revenues and other funds in trust as provided in this Resolution, and to perform the other duties and powers of the Fiscal Agent as are prescribed in this Resolution. The Agency agrees to pay the Fiscal Agent its reasonable fees and expenses incurred in fulfilling its duties as set forth in this Resolution. The Fiscal Agent shall signify its acceptance of the duties and obligations imposed upon it by this Resolution by executing and delivering to the Agency a written acceptance thereof; and, by executing and delivering such acceptance, the Fiscal Agent shall be deemed to have accepted such duties and obligations, but only upon the terms and conditions set forth in this Resolution and any supplemental resolution of the Agency* 04/20/90 8845n/233B/10 37- BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 *B RESOLUTION NO. RA 90-4 The Agency may, so long as the Agency shall not be in default hereunder, with or without cause, remove the Fiscal Agent initially appointed, or any successor, following a breach- by the Fiscal Agent of its duties hereunder. Upon the removal of the Fiscal Agent, the Agency shall forthwith appoint a successor thereto, but any successor shall be a commercial bank or trust company doing business and having an office in the City of San Francisco or the City of Los Angeles and hav*ng a combined capital*l exclusive of borrowed capital) and surplus of at least $7S,O*O,ooo and subject to supervision or examination by federal or state authority. If such bank or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purposes of this Section the combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Fiscal Agent or any substituted Fiscal Agent may at any time resign by filing written notice thereof with the Agency. Upon a resignation in writing, the Agency shall forthwith appoint a substitute Fiscal Agent, and the resignation shall become effective upon 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 the Fiscal Agent. The Fiscal Agent shall have no duty or obligation 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 the funds that it actually receives. 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 them, and makes no representations as to the validity or sufficiency of this Resolution or of the Bonds, and shall incur no responsibility in respect thereof, other than in connection with the duties or obligations herein or in the Bonds assigned to or imposed upon the Fiscal Agent. The Fiscal Agent shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or default. 04/20/90 BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 +B RESOLUTION NO. RA 90-4 The Fiscal Agent shall be obligated to perform only such duties as are specifically set forth in this Resolution and no implied duties or obligations shall be read into this Resolution against the Fiscal Agent. No provision in this Resolution shall require the Fiscal Agent to risk or expend its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not assured to it. In accepting its duties hereunder, the Fiscal Agent acts solely as Fiscal Agent for the Owners and under no circumstances shall the Fiscal Agent be liable in its individual capacity for the principal, premium, if any, or interest due on the Bonds. The Fiscal Agent shall not be accountable for the use or application by the Agency of any funds which he Fiscal Agent has released under this Resolution. The Agency agrees to pay the Fiscal Agent for its services this payment shall not be limited by any provision of law affecting the compensation of a Fiscal Agent). Further, the Agency shall pay or reimburse the Fiscal Agent upon its request for all reasonable expenses of the Fiscal Agent, including the reasonable compensation and the expenses of its counsel. The Agency agrees to indemnify and hold harmless the Fiscal Agent against all claims, demands, losses, damages, liabilities or expenses including, but not limited to reasonable attorneys' fees) relating to i) Fiscal Agent exerc*sing its rights or performing its duties under this Resolution, or ii) Fiscal Agent being appointed and serving as such under this Resolution, or iii) otherwise relating to this Resolution or the Bonds, except to the extent resulting from Fiscal Agent's own negligence or willful misconduct. Section 22. Lost, Stolen, Destroyed or Mutilated Bonds. In. the event that any Bond is lost, stolen, destroyed or mutilated, the Agency will cause to be issued a new Bond(s) on reasonable terms and conditions acceptable to the Fiscal Agent, including the payment of costs and the posting of a surety Bond. The Agency may authorize the new Bond to be signed and authenticated in a manner as it determines in the re*resolution A Section 23. Cancellation of Bonds. All Bonds surrendered to the Fiscal Agent for payment at the maturity mt5hereof or, in the case of call and redemption prior to maturity, at the redemption date, shall upon payment therefor b C cancelled immediately and destroyed by the Fiscal Agent and C4/20/9o B*45n/2338/1O 39- BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 ,BRESOLUTION NO. RA 90-4 a certificate of destruction shall forthwith be transmitted to the Treasurer. Any Bonds purchased by the Fiscal Agent as aforesaid shall be cancelled immediately and destroyed as aforesaid. Section 24. Amendments. This Resolution, and the rights and obligations of the Agency and of the Owners of the Bonds may be modified or amended at any time by supplemental resolution adopted by the Agency: a) for any purpose at any time prior to the sale of the Bonds, b) without the consent of Bondowners, if the modification or amendment is for the purpose of adding covenants and agreements to further secure Bond payment, to prescribe further limitations and restrictions on Bond issuance, to surrender rights or privileges of the Agency, to make modifications not affecting any outstanding series of Bonds, 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 the modifications or amendments do not adversely affect the rights of the Owners of any outstanding Bonds; or c) for any purpose with the consent of Bondowners owning sixty percent 60*) in aggregate principal amount of the Outstanding Bonds, exclusive of Bonds, if any, owned by the Agency or the City, and obtained as hereinafter set forth; provided. ho*ever, that no modification or amendment shall, without the express consent of the registered owner of the Bond affected, reduce the principal amount of any Bond, reduce the interest rate payable on it, extend its maturity or the times for paying interest thereon, change the monetary medium in which principal and interest is payable, or create a mortgage, pledge or lien upon the Tax Revenues superior to or on a parity with the pledge and lien created for the Bonds and any Parity Bonds or reduce the percentage of consent required for amendment or modification, and provided further that no amendment shall be made pursuant to c) above without the prior written consent of MBIA, which consent will not be unreasonably withheld. Any act done pursuant to a modification or amendment consented to by the Bondowners shall be binding upon the Owners of all of the Bonds and shall not be deemed an infringement of any of the provisions of this Resolution or of the Law, whatever the character of the 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 consent has been given, no Bondowner4shall have any right or interest to object to the action, to question its propriety or to enjoin or restrain the Agency or its officers from taking any action pursuant to a modification or amendment. Upon adoption, a copy of any amendment shall be mailed by first class mail to Standard & Poor's Corporation. 04/20/90 8845n/2338/l0 40- BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 -B RESOLUTION NO. RA 90-4 A. Calling Bondowners' Meeting. If the Agency shall desire to obtain*anv such consent, it shall duly adopt a resolution calling a meeting of the Bondowners for the purpose of considering the action for which consent is desired. B. Notice of Meeting. Notice specifying the purpose, place, date and hour of a Bondowners' meeting shall be mailed by the Agency postage prepaid, to the respective registered owners at their addresses appearing on the Bond register as maintained by the Fiscal Agent. The notice shall be mailed not less than sixty 80) days nor more than ninety 90) days prior to the date fixed for the meeting, and said notice shall set forth the nature of the proposed action for which consent is desired. The place, date and hour of the meeting and the date or dates of mailing the notice shall be determined by the Agency in its discretion. The actual receipt by any Bondowner of notice of any *Bondowners meeting shall not be a condition precedent to the *olding of the meeting, and failure to receive notice shall not affect the validity of the proceedings at the meeting. A certificate by the*ecretar* of the Agency approved by resolution of the Agency, that the meeting has been called and that notice has been given as provided herein, shall be conclusive as against all parties and no Bondowner shall have the right to show that he failed to receive actual notice of the meeting. C. Voting Qualifications. The Fiscal Agent shall prepare and deliver to the chairman of the meeting a statement of the names and addresses of the registered owners of the Bonds. This statement shall show maturities, serial numbers and principal amounts so that voting *qualifications can be determined. No Bondowners shall be entitled to vote at the meeting unless their names appear upon the statement. No Bondowners shall be permitted to vote with respect to a larger aggregate principal amount of Bonds than is set against their names on the statement. D. * Bonds. The Agency covenants that it will present at the meeting a certificate, signed and verified by an authorized representative and by the Treasurer, stating the serial numbers, maturities and principal amounts of all Bonds owned by, or held for account of, the Agency or the City, directly or indirectly. No person shall be permitted at the meeting to vote or consent with respect to any Bond appearing uDon*such ce*certificate, or any Bond which is established at or prior to the meeting to be owned by the Agency or the City, directly or indirectly, and no such Bond in this Resolution referred to as issuer-owned Bonds") shall be counted in determining whether a quorum is present at the meeting. 04/20/90 8845n/233S*l0 BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 .BRESOLUTION NO. RA 90-4 E. Quorum and Procedure. A representation of at least sixty percent 60%) in aggregate principal amount of the Bonds then outstanding exclusive of issuer-owned Bonds, if any) shall be necessary to constitute a quorum at any meeting of Bondowners, but less than a quorum may adjourn the meeting from time to time, and the meeting may be held as adjourned without further notice, whether such adjournment shall have been held by a quorum or by less than a quorum. The Agency shall, by an instrument in writing, appoint a temporary chairman of the meetings and th* meeting shall be organized by the election of a permanent chairman*rman and secretary. At any meeting each Bondowner shall be entitled to one vote for every $5,000 principal*pal amount of Bonds with respect to which he shall be qualified to vote as set forth above, and the vote may be given in person or by proxy duly appointed by an instrument in writing presented at the meeting. The Agency and/or the Fiscal Agent by their duly authorized representatives and counsel, may attend any meeting of the Bondowners, but shall not be required to do so. F. Vote Required. At any Bondowners meeting there shall be submitted for the consideration and action of the Bondowners a statement of the proposed action for which consent is desired. If the action is consented to and approved by Bondowners holding at least sixty percent 60%) in aggregate principal amount of the Bonds then outstanding exclusive of issuer-owned Bonds), the chairman and secretary of the meeting shall so certify in writing to the Agency. *Such certificate shall constitute complete evidence of consent of the Bondowners under the provisions of this Resolution. A certificate signed and verified by the chairman and the secretary of any Bondowners meeting shall be conclusive evidence and the only competent evidence of matters stated in the certificate relating to proceedings taken at the meeting. G. Consent Without a Meeting. If the Agency should desire to obtain the consent of the Owners to any proposed amendment hereto without a meeting of the Owners, the Agency may, by resolution, propose the amendment to which consent is desired. A copy of such resolution, together with a request to Owners for their consent to the amendment proposed therein, shall be mailed by the Fiscal Agent, at the expense of the Agency, first-class mail, postage prepaid, to each registered Owner at such Owner's address as it appears on the Bond Register. The lack of actual receipt by any Owner of such resolution and request for consent and any defects in such resolution and request for consent shall not affect the validity of the proceedings for the obtaining of such consent. 04/20/90 8845n/233S/10 BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 /B RESOLUTION NO. RA 90-4 A certificate by the Agency Secretary, approved by resolution of the Agency, that said resolution and request for consent have been delivered as herein provided shall be conclusive as against all parties. Any such written consent shall be binding upon the Owner giving such consent and on any subsequent Owner whether or not such subsequent Owner has notice thereof) unless such consent is revoked in writing by the Owner giving such consent or by the subsequent Owner. To be effective, any revocation of consent before the adoption of the resolution accepting consents as hereinafter provided. After the Owners of at least sixty percent 60%) in aggregate principal amount of the Bonds then Outstanding exclusive of Agency-owned Bonds) shall have consented in writing, the Agency shall adopt a resolution accepting such consents and such resolution shall constitute complete evidence of the consent of Owners under this Section. Notice specifying the amendment that has received the consent of Owners as required by this Section shall be mailed by the Eiscal Agent, at the expense of the Agency, first-class mail, postage prepaid, not more than 60 days following the final action in the proceedings for the obtaining of such consent, to each registered Owner at such Owners address as it appears on the Certificate Register. Said notice is only for the information of Owners, and failure to mail such notice or any defect therein shall not affect the validity of the proceedings theretofore taken in the obtaining of such consent. Section 25. Proceedings;s Constitute Contract; Events of Default and Remedies of Bondowners. The provisions of this Resolution, of the resolutions providing for the sale of the Bonds and awarding the Bonds and fixing the interest rate or rates thereon, and of any other resolution supplementing or amending this Resolution. shall constitute a contract between the Agency and the Bondowners. The provisions of any amendment shall be enforceable by any Bondowner for the equal benefit and protection of all Bondowners similarly situated by mandamus, accounting, mandatory injunction or any other suit, action or proceeding at law or in equity that is now or may hereafter be authorized under the laws of the State of California in any court of competent jurisdiction. This contract is made under and is to be construed in accordance with the laws of the State of California. The following provisions shall not limit the enerality of the foregoing. A. Events of Default. Each of the following shall *constitute an event of default: 04/20/90 BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 0BRESOLUTION NO. RA 90-4 1) Default in the due and punctual payment by the Agency of any installment of interest on any 1989 B*z*d, any *ond or any * when and as such interest installment becomes due and payable and such default shall have continued for a period of thirty 30) days; 2) Default in the due and punctual payment by the Agency of the principal A of any *ond or any Parity Bond when as suc principal becomes due and payable, whether at maturity, by declaration or otherwise; 3) Default made by the Agency in the observance of any of the covenants, agreements or conditions contained in this Resolution, in the 1989 Bonds. the Bonds orAthe Parity Bonds, where the default continues for a period of thirty 30) days following*written notice to the Agency; or 4) The Agency shall file a petition or answer*r seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law of the United States of America, or if a court of competent *jurisdiction shall approve a petition, filed with or without the consent of the Agency, seeking reorganization under the federal bankruptcy laws or any other applicable law of the United States of America, or if, under the provisions of any other law for the relief or aid of debtors, any court of competent *jurisdiction shall assume custody or control of the Agency or of the whole or any substantial part of its property. 5) The occurrence of an event of default *under the Financial Guaranty Agreement. In each and every event of default described in 1) or 2) above the Fiscal Agent shall, with the consent of *BIA, and in each and every case of default *ribed in 3) or 4) above, the Fiscal Agent may, with the consent of MBIA, and shall, with the consent of MBIA, if so requested by the owners of not less than a ma*majority in aggregate principal amount of the 1989 Bonds *he Bonds and the Parity Bonds at the time outstanding such request to be in writing to the Fiscal Agent and the Agency), and. in each and every ca*e,* def*ii1* described in 5) above, the Fiscal Agent shall at the directio4* of the Insurer. declare the principal of all of the Bonds and the Parity Bonds then outstanding and the interest accrued thereon, to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, anything in the Resolution, the 1988 Resolution, theAl989 Bonds or in the Bonds and the Parity Bonds to the contrary notwithstanding. 04/20/90 BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 1BRESOLUTION NO. RA 90-4 Such declaration may be rescinded by the owners of not less*than a majority of the 1969 Bonds. the Bonds and the Parity Bonds then outstanding provided the Agency cures such default or defaults including the deposit with the Fiscal Agent of a sum sufficient to pay all principal on the 1989 Bonds the Bonds and the Parity Bonds matured prior to * and all matured installments of interest if any) upon all the 1989 Bonds, the Bonds and the Parity Bond* then outstanding, with interest at the rate of twelve percent 12%) per annum on such overdue installments of principal and, to the extent such payment of interest on interest is lawful at that time, on such overdue installments of interest, so that the Agency is currently in compliance with all payment, deposit and transfer provisions of this Resolution and the 19*8 Resolution, and has de*deposited an amount sufficient to pay any expenses incurred by the Fiscal Agent in connection with such default. Immediately upon becoming aware of the occurrence of an event of default, the Fiscal Agent shall give notice of such event of default to the Insurer and to the Agency by telephone confirmed in writing. Such notice shall also state whether the principal of the Bonds shall have been declared to be or have immediately become due and payable. The Fiscal Agent shall also give such notice to the owners of the Bonds by first class mail, postage prepaid. B. A**Application of Funds upon Acceleration. All of the Pledged Tax Revenues and all sums in the Funds provided for in this Resolution and the Resolution upon the date of the declaration of acceleration as provided in this Section 25, and all sums thereafter received by the Fiscal Agent hereunder, shall be applied by the Fiscal Agent in the order following upon presentation and surrender of the 1989 Bonds. the Bonds *d any Parity Bonds. First, to the payment of i) the costs and expenses of the Fiscal Agent and ii) of the owners of the Series 1989 Bonds, the Bondowners or Parity Bondowners in declaring such event of default, including reasonable compensation to its or their agents, attorneys and counsel; Second, in case the principal of the Series 1989 Bonds, the Bonds and any Parity Bonds shall not have become due and shall not then be due and payable, to the payment of the interest in default in the order of the maturity of the installments of such interest, with interest on the overdue installments at the rate of twelve percent 12%) per annum on the Series 1969 Bonds, the Bonds and any Parity Bonds to the extent that such interest on overdue installments shall have been Collected), such payments to be made ratably to the persons entitled thereto without discrimination or preference; 04/20/90 6845n/2338/10 BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 2BRESOLUTION NO. RA 90-4 Third, in case the principal of the Series 1989 Bonds, the Bonds and any Parity Bonds shall have become and shall be then due and payable, to the payment of the whole amount then owing and unpaid upon the Series 1989 Bonds, the Bonds and any Parity Bonds for principal and interest, with interest on the overdue principal and installments of interest at the rate of twelve percent 12%) per annum on the Series 1989 Bonds, the Bonds and any Parity Bonds to the extent that such interest on overdue installments of interest shall have been collected), and, in case such moneys shall be insufficient to pay in full the whole amount so owing and unpaid upon the Series 1989 Bonds, the Bonds and any Parity Bonds, then to the payment of such principal azid interest without preference or priority of principal o'Ter interest, or interest over principal, or of any installment of interest over any other installment of interest, ratably to the aggregate of such principal and interest. Fourth, to MBIA to pay MBIA any amounts owing under the terms of the Financial Guaranty Agreement. C. Certain Remedies of Bondowners. A* Series 19B9 Bondowner, any Bondowner, with the consent of META or Parity Bondowner,Aand the Fiscal Agent, with res*ect to the Bonds, at the direction of MEIA, shall have the right, for the equal benefit and protection of all bond9wners similarly situated-- 1) by mandamus, suit, action or proceeding, to compel the Agency and its members, officers, agents or employees to perform each and every term, provision and covenant contained in this Resolution and the 1988 Resolution and in the Series 1989 Bonds, the Bonds and any Parity Bonds, and to require the carrying out of any or all covenants and agreements of the Agency and the fulillment of all duties imposed upon it by the Law; 2) by suit, action or proceeding in equity, to en*oin any acts or things which are unlawful, or the violation of any of the rights of the owners of the Series 198* Bonds, the Bondowners or the owners of Parity Bonds; or 3) upon the happening of any event of default as defined in this Section), by suit, action or proceeding in any court of competent *jurisdiction, to require the Agency and its members and employees to account as if it and they were the trustees of an express trust. 04/20/90 * * A BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 3B RESOLUTION NO. RA 90-4 A 1989D. Non-Waiver. Nothing in this Section or in any other provisions of this Resolution, the 1988 Resolution, or in the Bonds, the Bonds or any Parity Bonds, shall affect or impair the obligation of the Agency, which is absolute and unconditional, to pay the principal of and interest on the Bonds to the respective Owners of the Bonds at the respective dates of maturity from Pledged Tax Revenues, as herein provided, or affect or impair the right, which is also absolute and unconditional, of the Owners to institute suit to enforce the payment by virtue of the contract embodied in the 1989 Bonds, the Bonds or any Parity Bonds. No remedy conferred upon any Bondowner, owner of 1989 Bonds or owner of Parity Bonds by the Resolution is intended to be exclusive of any other remedy, but each remedy is cumulative and in addition to every other remedy and may be exercised without exhausting and without regard to any other remedy conferred by the Law or any other law of the State of California. No waiver of any default or breach of any duty or contract by any Bondowner, owner of 1989 Bonds or owner of Parity Bonds shall affect any subsequent default or breach of any duty or contract or shall impair any rights or remedies on the subsequent default or breach. No delay or omission of any Bondowner, owner of 1989 Bonds or owner of Parity Bonds 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 default or acquiescence therein. Every substantive right and every remedy conferred upon the Bondowners, owners of 1989 Bonds or owners of Parity Bonds may be enforced and exercised as often as may be deemed expedient. In case any suit, action or proceeding to enforce any right, or exercise any remedy, shall be brought and should said suit, action or proceeding be abandoned, or be determined adversely to the Bondowners, owners of 1989 Bonds or owners of Parity Bonds then, and in every such case, the Agency and the Bondowners, owners of 1989 Bonds or owners 0 Parity Bonds shall be restored to their former positions, rights and remedies as if the suit, action or proceeding had not been brought or taken. E. Actions by Fiscal Agent as Attorney-in*Fact. Any suit, action or proceeding which any Owner of Bonds, owner of 1989 Bonds or owner of Parity Bonds shall have the right to bring to enforce any right or remedy hereunder may be brought by the Fiscal Agent for the equal benefit and protection of all Owners of Bonds, owners of 1989 Bonds or owners of Parity Bonds similarly situated and the Fiscal Agent is hereby appointed and the successive respective registered owners of the Bonds issued hereunder, by taking and holding the same, shall be conclusively deemed so to have appointed it) the true and lawful attorney*in*fact of the respective registered owners of the Bonds for the purpose of bringing any suit, action or 04/20/90 S845n/2338/10 47- BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 4BRESOLUTION NO. RA 90-4 proceeding and to do and perform any and all acts and things for and on behalf of the respective registered owners of the Bonds as a class or classes, as may be necessary or advisable in the opinion of the Fiscal Agent as attorney-in-fact; provided that provision is made to indemnify the Fiscal Agent for all expenses, including attorneys fees. F. General. After the issuance and delivery of the Bonds or Parity Bonds. this Resolution, and any supplemental resolutions hereto, 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. Section 26. CUSIP Numbers. CUSIP identification numbers will be imprinted on the Bonds, but numbers shall not constitute a part of the contract evidenced by the Bonds and no liability shall attach to the Agency or any of the officers or agents because of or on account of said numbers Any error or omission with respect to the numbers shall not constitute cause for refusal by the successful bidder to accept delivery of and pay for the Bonds. Section 27. Severability. If any covenant, agreement or provision, or any portion thereof, contained in this Resolution, or the application thereof to any person or circumstance, is held to be unconstitutional, invalid or unenforceable, the remainder of this Resolution and the application of any covenant, agreement or provision, or portion thereof, to other persons or circumstances, shall be deemed severable and shall not be affected, and this Resolution and the Bonds issued pursuant hereto shall remain valid and the Bondowners shall retain all valid rights and benefits accorded to them under this Resolution and the Constitution and the laws of the State of California. If the provisions relating to the appointment and duties of a Fiscal Agent are held to be unconstitutional, invalid or unenforceable, the duties shall be performed by the Treasurer. Section 28. Notices to Agency, Fiscal Agent and MBIA. All notices to the Agency and the Fiscal Agent shall be personally delivered or sen by first class mail, postage prepaid, addressed as follows: 1) If to the Agency, to the La Quinta Redevelopment Agency, 78-105 Calle *Estado, La Quinta, California 92253, Attention: Finance Director. 2) If to the Fiscal Agent, to Security Pacific National Bank, Corporate Trust Department, 333 South Beaudry Avenue, 24th Floor, Los Angeles, CA 90017. 04/20/90 8845n/2338/10 49- BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 5B ii RESOLUTION NO. RA 90-4 3) If to the Insurer, to Municipal Bond Investors Assurance Corporation, 113 King Street, Armonk, New York 10504, Attention: Surveillance Department. Section 29. Effective Date. This Resolution shall take effect upon adoption. Section 30. Escrow Agreement. The Escrow Agreement dated as of April 1, 1990 is approved and the Chairperson and the Executive Director of the Agency are authorized to execute said agreement and the Clerk of the Agency is authorized to attest thereto. Section 31. Financial Guaranty Agreement-Rights of MBIA*' Financial Guaranty Agreement-Rights of MBIA" by and among the Fiscal Agent, the Agency and MBIA is approved and the Chairperson of the Agency is authorized to execute said agreement and the Secretary of the Agency is authorized to attest thereto. MBIA is a third party beneficiary hereunder and the terms, conditions and obligations set forth herein which benefit MEIA are specifically enforceable by MBIA. At such times that MBXA is not obligated under the Financial Guaranty Insurance Policy and the Financial Guaranty Agreement, the provisions herein relating to MBIA shall cease to be in effect. Section 32. The Purchase Contract. The Purchase Contract by and between Painewebber Incorporated and the Agency previously approved by this Agency has been finalized following the pricing of the Bonds and has been executed by the City Manager of the City. The Treasurer of the Agency is authorized to deliver the Bonds to Painewebber Incorporated upon the payment therefor. Each and every officer of the Agency is authorized to execute any document relating to the delivery of the Bonds. EXECUTED the 25th day of April, iggo. Chairman of the La Quinta Redevelopment Agency SEAL) ATTEST: Secretary of the La Quinta Redevelopment Agency 04/20/90 8B45n/2338/10 49- BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 6B RESOLUTION NO. RA 90-4 STATE OF CALIFORNIA SECRETARY'S CERTIFICATE ss. RE ADOPTION OF RESOLUTION COUNTY OF RIVERSIDE I, SAUNDRA JUHOLA, Secretary of the La Quinta Redevelopment Agency, DO HEREBY CERTIFY that the foregoing Resolution was duly adopted by said Agency at an adjourned regular meeting of said Agency held on the 25th day of April, 1990, and that the same was passed and adopted by the following vote to wit: AYES: Members NOES: Members ABSENT. Members ABSTAIN: Members Secretary of La Quinta Redevelopment Agency SEAL) STATE OF CALIFORNIA SECRETARY'S CERTIFICATE ss. OF AUTHENTICATION COUNTY OF RIVERSIDE I, SAUNDRA JUHOLA, Secretary of the La Quinta Redevelopment Agency, DO HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of Resolution No. RA of said Agency and that said Resolution was adopted at the time and by the vote stated on the above certificate, and has not been amended or repealed. Dated: April 25, 1990 Secretary of the La Quinta Redevelopment Agency SEAL) 04/20/go 8645n/2338/10 50- BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 7B RESOLUTION NO. RA 90-4 EXHIBIT A FORM OF BOND) UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF RIVERSIDE LA QUINTA REDEVELOPMENT AGENCY LA QUINTA REDEVELOPMENT PROJECT TAX ALLOCATION REFUNDING BONDS, SERIES 1990 INTEREST RATE MATURITY DATE ORIGINAL ISSUE DATE CUSIP April 1, 1990 PRINCIPAL AMOUNT: REGISTERED OWNER: The LA QUINTA REDEVELOPMENT AGENCY hereinafter sometimes call 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 out of the funds hereinafter mentioned) to the registered owner of this Bond as shown above or registered assigns herein sometimes referred to as registered owner"), subject to the right of prior redemption hereinafter mentioned, the principal sum specified above on the maturity date specified above, and to pay such registered owner on each interest payment date by check mailed by first-class mail to him as his name and address appear on the register kept by the Fiscal Agent at the close of business on the fifteenth 15th) day of the month preceding each interest payment date the record date"), interest on such principal sum from the interest payment date next preceding the date hereof unless i) the date hereof is on or prior to August 15, 1990 in which event from April 1, 1990, or ii) it is dated after a regular record date and before the following Interest Payment Date, and if the Agency shall not default in the payment of interest due on such interest payment date, in which event it shall bear interest 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 interest rate specified above payable semiannually on September 1 and March 1 in each year commencing on September 1, 1990. 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 as stated above) are payable upon presentation 04/20/90 8845n/2338/1O A-i BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 8BRESOLUTION NO. RA 90-4 and surrender thereof at the corporate trust office of Security Pacific National Bank, Fiscal Agent for the Agency, in Los Angeles, California. Interest shall be calculated on the basis of a 380-day year of twelve 30-day months. 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 La Quinta, the State of California or any of its political Subdivisions, and neither the City, the State nor any of its political subdivisions other than the Agency) is liable hereon, nor in any event shall this Bond, said interest or said premium be payable out of any funds or properties other than the funds of the Agency as set forth in the Resolution hereinafter mentioned. This Bond does not constitute an indebtedness within the meaning of any. constitutional or statutory debt limitation or restriction. Neither the members of the Agency nor any persons executing this Bond are liable personally on this Bond by reason of its issuance. This Bond is one of a duly authorized issue of Bonds of the Agency designated *a Quinta Redevelopment Agency, *a Quinta Redevelopment Project Tax Allocation Bonds, Series 1990" herein called the Bonds"), in an aggregate principal amount of *19,6g5,000, all of li*e tenor except for Bond numbers, maturity dates and differences, if any, in 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 Part 1 of Division 24 of the Health and Safety Code of the State of California) and Article 11 of Chapter 3 of Division 2 of Title S of the Government Code of the State of California for the purpose of refunding the outstanding $20,000,000 La Quinta Redevelopment Agency Tax Allocation Bonds, Series 1965 the Refunded BOfldSTt), and certain other obligations of the Agency. The Bonds are authorized by and issued pursuant to Resolution No. RA adopted by the Agency on April 25, 1990 said resolution being hereinafter referred to as the Resolution"). 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 Bondowners, and for a statement of the rights of the Bondowners. By the acceptance of this Bond, the registered owner hereof assents to all of the terms* conditions and provisions of the Resolution. The principal of this Bond and the interest hereon are secured by an irrevocable pledge of, and are payable solely from, the Pledged Tax Revenues as such term is defined in the Resolution) and certain other funds, all as more particularly 04/20/90 8645n/2338/10 A-2 BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 9BRESOLUTION NO. RA 90-4 set forth in the Resolution This Bond ranks on a parity with outstanding bonds of the Agency designated 9La Quinta Redevelopment Agency, La Quinta Redevelopment Project Tax Allocation Bonds, Series 19B9" originally issued in the principal amount of $8,000,000. Parity Bonds of the Agency payable from Tax Revenues may be issued which will rank equally as to security with the Bonds, but only subject to the terms and conditions 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 Bonds maturing on or before September 1, 2000 are not subject to call and optional redemption prior to maturity. The Bonds maturing on September 1, 2001 are subject to redemption at the option of the Agency, from any source of funds, as a whole at any time or in part in inverse order of maturity and by lot within a maturity, on any Interest Payment Date on or after September 1, 2000 at the redemption prices e*pressed as a percentage of the principal amount of Bonds to be redeemed) plus accrued interest to the redemption date as shown in the following table: Redemption*tion Dates Redemption*tion Prices September 1, 2000 through August 31, 2001 102.0% September 1, 2001 through August 31, 2002 101.*/2% September 1, 2002 through August 31, 2003 101.0% September 1, 2003 through August 31, 2004 100.1'2% September 1, 2004 and thereafter 100.0% The Bonds maturing September 1, 2005 are subject to mandatory redemption, in part by lot, from Minimum Sinking Fund Payments on hand in the Bond Payment Fund on September 1, 2001 and on each September 1 thereafter to and including September 1, 2005, at a redemption price equal to the principal amount thereof to be redeemed plus accrued interest, if any, to the redemption date, without premium, in the years and amounts as follows: Year Principal Se*tember 1 Amount 2001 $760,000 2002 810,000 2003 865,000 2004 925,000 2005 gB5,ooo 04/20/90 * * BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 :BRESOLUTION NO. RA 90-4 The Bonds maturing September 1, 2012 are subject to mandatory*tory redemption, in part by lot, from Minimum Sinking Fund Payments on September 1, 2006 and on each September 1 thereafter to and including September 1, 2012, at a redemption price equal to the principal amount thereof to be redeemed plus accrued interest, if any, to the redemption date, without premium, in the years and amounts as follows: Year Principal Se*tember 1 Amount 2006 $1,055,000 2007 1,145,000 2008 1,240,000 2009 1,345,000 20101 maturity) *or the purpose of selecting Bonds by lot, Bonds *n excess of $5,000 will be ass*assigned a separate number for each *5,000 of principal they represent. As provided in the Resolution, notice of redemption prior to maturity shall be given by first class mail, postage prepaid, not less than thirty 30) nor more than sixty 60) days prior to the redemption date to the registered owner hereof at the address shown on the registration books of the Fiscal Agent. Neither the failure to receive such notice nor any defect in any notice mailed shall affect the sufficiency of the proceedings for the redemption of any Bonds. If notice of redemption has been given as provided in the Resolution, and moneys for payment of the principal of, premium, if any, and interest payable upon redemption of the Bonds has been set aside with t*e Fiscal Agent, the Bonds, or parts thereof, called for redemption shall, on the redemption date, become due and payable at the redemption price specified in the notice, and interest on the Bonds, or parts thereof, as the case may be, called for redemption shall cease to accrue and the registered owners of such Bonds shall have no rights except to receive payment of the redemption price upon surrender of the Bonds. The Bonds are issuable only in fully registered form in the denomination of $5,000 or any integral multiple of $5,000 and may be exchanged for a like aggregate principal amount of Bonds of other authorized denominations of the same issue and maturity, all as more fully set forth in the Resolution. This Bond is transferable by the registered owner hereof, in person or by his attorney duly authorized in writing, at the office of the Fiscal Agent in Los Angeles, California, but only in the 04/20/90 8845n/2338/10 A-4 BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 ;B RESOLUTION NO. RA 90-4 manner, sub*ect 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 registere* Bond of authorized denomination or denominations for the same aggregate principal amount of the same issue and maturity will be issued to the transferee in exchange therefor. The Fiscal Agent shall not be required to register the transfer or exchange of any Bond i) between 15 days prior to selection of Bonds for redemption and the date of mailing notice of redemption, and ii) as to any Bond selected for redemption. If an event of default, as defined in the Resolution, shall occur, the principal of all Bonds may be declared due and payable upon the conditions, in the manner and with the effect provided in the Resolution, except that the Resolution provides that such declaration may be rescinded at the direction of the owners of not less than a ma*majority of the Bonds and the Parity Bonds then outstanding provided the Agency cures the default or defaults and makes certain deposits as provided in the *resolution. The Agency, the Fiscal Agent may treat the registered owner hereof as the absolute owner hereof for all purposes, and the Agency, the Fiscal Agent shall not be affected by any notice to the contrary. This Bond shall not be entitled to any benefit under the Resolution, or become valid or obligatory for any purpose, until the certificate of authentication hereon endorsed shall have been signed by the Fiscal Agent. It is hereby recited, certified and declared that any and all acts, conditions and things required to exist, to happen and to be performed precedent to and in the issuance of this Bond exist, have happened and have been performed in due time, form and manner as required by the Constitution and laws of the State of California. IN WITNESS WHEREOF, the Redevelopment Agency of the City of La Quinta has caused this Bond to be signed on its behalf by the facsimile signature of its Chairman and by the manual or facsimile signature of its Secretary, and the seal of said Agency to be reproduced hereon, all as of the 1st day of April 1990. Chairman of the La Quinta Redevelopment Agency SEAL) Secretary of the La Quinta Redevelopment Agency 04/20/go 8845n/2338/1O BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 <BRESOLUTION NO. RA 90-4 FORM OF CERTIFICATE OF AUTHENTICATION OF BONDS) This is one of the Bonds described in the within mentioned Resolution. SEC*SECURITY PACIFIC NATIONAL BANK, Fiscal Agent By Authorized Signatory FORM OF ASSIGNMENT OF BONDS) For value received hereby sells, assigns and transfers unto Tax Identification No. *) the within-ment*oned Bonds and hereby irrevocably constitutes and appoints attorney, to transfer the same on the books of the Fiscal Agent with full power of substitution in the premises. Dated: Signature Guaranteed NOTE. The signature to this assignment must correspond with the name as written on the face of the within Bond in every particular, without alterations or enlargement or any change whatsoever STATEMENT OF INSURANCE The Municipal Bond Investors Assurance Corporation the Insurer") has issued a policy containing the following prov*provisions, such policy being on file at the corporate trust office of Security Pacific National Bank in Los Angeles, California. The Insurer, in consideration of payment of the premium and subject to the terms of this policy, hereby unconditionally and irrevocably guarantees to any owner, as hereinafter defined, of the follow*ing described obligations, the full and complete payment required to be made by or on behalf of the Issuer to 04/20/90 BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 =BRESOLUTION NO. RA 90-4 Security Pacific National *Bank in Los Angeles, California or its successor the t'Fiscal Agen*'t) of an amount equal to i) the principal of either at the stated maturity or by any advancement of maturity pursuant to a mandatory sinking fund payment) and interest on, the Obligations as that term is defined below) as such payment shall become due but shall not be so paid except that in the event of any acceleration of the due date of such principal by reason of mandatory or optional redemption or acceleration resulting from default or otherwise, other than any advancement of maturity pursuant to a mandatory sinking fund payment, the payments guaranteed hereby shall be made in such amounts and at such times as such payments of principal would have been due had there not been any acceleration); and ii) the reimbursement of any such payment which is subsequently covered from any owner pursuant to a final judgment by a court of competent jurisdiction that such payment constitutes an avoidable preference to such owner within the meaning of any applicable bankruptcy law. The amounts referred to in clauses i) and ii) of the preceding sentence shall be referred to herein collectively as the Insured Amounts." Obligations" shall mean: $19,695,000 LA QUINTA REDEVELOPMENT AGENCY LA QUINTA REDEVELOPMENT PROJECT TAX ALLOCATION REFUNDING BONDS, SERIES 1990 Upon receipt of telephonic or telegraphic notice, such notice subsequently confirmed in writing by registered or certified mail, or upon receipt of written notice by registered or certified mail, by the Insurer from the Fiscal Agent or any owner of an Obligation the payment of an Insured Amount for which is then due, that such required payment has not been made, the Insurer on the due date of such payment or within one business day after receipt of notice of such nonpayment, whichever is later, will make a deposit of funds, in an account with Citibank, N.A., in New York, New York, or its successor, sufficient for the payment of any such Insured Amounts which are then due. Upon presentment and surrender of such Obligations or presentment of such other proof of ownership of the Obligation., together with any appropriate instruments of assignment to evidence the assignment of the Insured Amounts due on the Obligations as are paid by the Insurer, and appropriate instruments to effect the appointment of the Insurer as agent for such owners of the Obligations in any legal proceeding related to payment of Insured Amounts on the Obligations, such instruments being a form satisfactory to Citibank, NA., Citibank, NA shall disburse to such owners or the Fiscal Agent payment of the Insured Amounts due on such 04/20/90 8B45n/2336/10 A-7 BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 >BRESOLUTION NO. RA 90-4 Obligation., lea. any amount held by the Fiscal Agent for the payment of such Insured Amounts and legally available therefor. This policy does not insure against loss of any prepayment premium which at any time be payable with respect to any Obligation. As used herein, the term owner'1 shall mean the registere* owner of any Obligation as indicated in the books maintained by the Fiscal Agent, the Issuer, or any designee of the Issuer for such purpose. The term owner shall not include the Issuer or any party whose agreement with the Issuer constitutes the underlying security for the Obligations. Any service of process on the Insurer may be made to the Insurer at its offices located at 113 King Street, Armonk, New York 10504. This Policy is non-cancellable for any reason. *he premium on the policy is not refundable for any reason 1ncl*ding *he payment pr*or to maturity*ty of the Obligations. MUNICIPAL BOND INVESTORS ASSURANCE CORPORATION 04/20/90 BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 ?B RESOLUTION NO. RA 90-4 EXHIBIT B LETTER OF REPRESENTATIONS LA QUINTA REDEVELOPMENT AGENCY LA QUINTA REDEVELOPMENT PROJECT TAX ALLOCATION REFUNDING BONDS, SERIES 1990 April 1, 1990 The Depository Trust Company 7 Hanover Square New York, NY 10004 Attention: General Counsel's Office Re: La Quinta Redevelopment Agency, La Quinta Redevelopment Pro*ect Tax Allocation Refunding Bonds, Series 1990 Ladies and Gentlemen: The purpose of this letter is to set out certain matters relating to the above-referenced Bonds the Bonds"). The Bonds will be issued pursuant to a Resolution of the Board of Directors of the La Quinta Redevelopment Agency the Agency") adopted on April 25, 1990 the Resolution'1). Painewebber Incorporated is the underwriter of the Bonds the Underwriter") and is distributing the Bonds through The Depository Trust Company DTC"). To induce DTC to accept the Bonds as eligible for deposit at DTC and act in accordance with its Rules with respect to the Bonds, the Agency makes the following respective representations to DTC. 1. Subsequent to Closing on the Bonds on or before May iggo, there shall be deposited with DTC Bond certificates in registered form registered in the name of DTC's nominee, Cede & Co., in the face amount of $19,695,000 the total of which represents 100% of the principal amount of such Bonds. 2. In the event of a redemption or any other similar transaction resulting in retirement of all Bonds outstanding or a reduction in aggregate principal amount of Bonds outstanding full or partial redemption") the Agency shall give DTC notice of *such event not less than 30 days nor more than 60 days prior to the redemption date. In the event of an advance refunding of all or part of the Bonds outstanding, the Agency shall give DTC notice of such event on the earliest possible date after the sale of the bonds but no later than the date the proceeds of such bonds are deposited in escrow. 04/20/90 8845n/2338/10 BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 @BRESOLUTION NO. RA 90-4 3. In the event of any solicitation of consents from and voting by holders of the Bonds, the Agency shall establish a record date for such purposes and give DTC notice of such record date not less than 15 calendar days in advance of such record date to the extent possible. 4. In the event of an invitation to tender the Bonds, notice to Bondholders by the Agency, specifying the terms of the tender and the date such notice is to be mailed to Bondholders or published the 1'Publication Date") shall be sent to DTC by a secure means e.g., legible facsimile transmission, registered or certified mail, overnight express delivery) in a timely manner designed to assure that such notice is in DTC's possession no later than the close of business on the business day before the Publication Date. 5. In the event of a partial redemption or an advance refunding of part of the Bonds outstanding, the Agency shall send DTC a notice specifying: 1) the amount of the redemption or refunding; 2) in the case of a refunding, the maturity date(s) established under the refunding; and 3) the date such notice is to be mailed to Bondowners or published the Publication Date"). Such notice shall be sent to DTC by legible facsimile transmission, registered or certified mail, or overnight express delivery two business days before the Publication Date. The Agency will forward such notice either in a separate secure transmission for each CUSIP number or in a secure transmission for multiple CUSIP numbers which include a manifest or list of each CUSIP number submitted in that transmission. The Agency in sending such notice shall have a method to verify subsequently the use of such means and timeliness of the notice, which method may include written confirmation by the Agency. The Publication Date shall be i) not less than 30 days nor more than 60 days prior to the redemption date or, ii) in the case of an advance refunding within seven business days of the date the proceeds are deposited in escrow. 6. All notices and payment advices sent to DTC shall contain the CUSIP number of the Bonds. 7. Notices to DTC by facsimile transmission shall be sent to DTC's Call Notification Department at 516) 227-4039 or 516) 227-4190. Notices to DTC by mail or any other means shall be sent to: The Depository Trust Company Call Notification Department Muni Reorganization Manager 711 Stewart Avenue Garden City, NY 11530 04/20/90 8645n/2338/l0 B-2 BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 AB RESOLUTION NO. RA 90-4 8. Interest payments shall be received by Cede & Co., as nominee*e of DTC, or its registered assigns in next-day funds on each payment date or the equivalent in accordance with existing arrangement5 between the Agency and DTC). Such payments shall be made payable to the order of Cede & Co. Principal Payments shall be received by Cede & Co., as nominee of DTC, or its registered assigns in same day funds on the maturity date. Such payments shall be made payable to the order of Cede & Co. and shall be addressed as follows: The Depository Trust Company Muni Redemption Department 55 Water Street, 50th E.loor New York, NY 10041 Attention: Collection Supervisor 9. DTC may direct the Agency to use any other telephone number for facsimile transmission, address or department of DTC as the number, address or department to which payments of interest or principal or notices may be sent. 10. In the event of a reduction in aggregate principal amount of Bonds outstanding or an advance refunding of part of the Bonds outstanding, DTC, in its discretion, a) may request the Agency to prepare and issue a new Bond certificate or b) may make an appropriate notation on the Bond certificate indicating the date and amounts of such reduction in principal, but in such event the Agency notification to DTC shall be conclusive as to what amounts are outstanding on the Bonds, except in the case of final maturity in which case the certificate must be presented to the Agency prior to payment. 11. In the event the Agency determines pursuant to the Resolution that beneficial owners of the Bonds shall be able to obtain certificated Bonds, the Agency shall so notify DTC of the availability of Bond certificates and the Agency shall prepare, and shall transfer and exchange, Bond certificates in appropriate amounts as required by DTC pursuant to the Resolution. 12. DTC may determine to discontinue providing its service as securities depository with respect to the Bonds at any time by giving reasonable notice to the Agency at which time DTC will confirm with the Agency the aggregate principal amount of the Bonds outstanding) and discharging its responsibilities with respect thereto under applicable law. Under such circumstances, whenever DTC requests, the Agency shall prepare 04/20/90 8845n/2338/10 B-3 BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02 BBRESOLUTION NO. RA 90-4 and shall transfer one or more separate certificates evidencing the Bonds to any DTC Participant having Bonds credited to its DTC account, as shall be specified in writing to the Agency by DT*. Very truly yours, La Quinta Redevelopment Agency By Received and Accepted: THZ DDEPOSITORY T*TRUST COMPANY By Authorized Officers Signature 04/20/90 BIB] 07-30-1997-U01 02:06:12PM-U01 ADMIN-U01 RDARES-U02 90-U02 04-U02