RDA Resolution 1998-001d_6 RESOLUTION NO. RA 98-01
RESOLUTION OF THE BOARD OF DIRECTORS OF THE LA QUINTA
REDEVELOPMENT AGENCY AUTHORIZING THE ISSUANCE OF TAX
ALLOCATION PARITY REFUNDING BONDS OF SAID AGENCY IN A
PRINCIPAL AMOUNT OF NOT TO EXCEED SIXTEEN MILLION DOLLARS
$16,000,000) TO FINANCE A PORTION OF THE COST OF A
REDEVELOPMENT PROJECT KNOWN AS THE LA QUINTA
REDEVELOPMENT PROJECT AREA NO. 1 AND APPROVING CERTAIN
DOCUMENTS AND TAKING CERTAIN OTHER ACTIONS IN CONNECTION
THEREWITH
WHEREAS, the La Quinta Redevelopment Agency the Agency"), is
a redevelopment agency a public body1 corporate and politic) duly
created, established and authorized to transact business and
exercise its powers, all under and pursuant to the Coitmtunity
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 project
known and designated as La Quinta Redevelopment Project Area No.
1" has been adopted and approved by Ordinance No.43 of the City of
La Quinta, 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, pursuant to Resolution No. RA 85-5 the Agency issued
Twenty Million Dollars $20,000,000) of La Quinta Redevelopment
Agency, La Quinta Redevelopment Project, Tax Allocation Bonds,
Series 1985" the 1Series 1985 Bonds"); pursuant to Resolution No.
RA 88-14 the Agency issued Eight Million Dollars $8,000,000) of
Tax Allocation Bonds, Series 1989 the Series 1989 Bonds") and
pursuant to Resolution No. RA 90-4 the Agency issued Nineteen
Million Six Hundred Ninety-Five Thousand Dollars $19,695,000) of
Tax Allocation Refunding Bonds, Series 1990 the Series 1990
Bonds") and pursuant to Resolution No. RA 91-12 the Agency issued
Eight Million Seven Hundred Thousand Dollars $8,700,000) of Tax
Allocation Bonds, Series 1991 the Series 1991 Bonds") and
pursuant to an Indenture of Trust, dated as of May 1, 1994, between
the Agency and Bank of America National Trust and Savings
Association the 1994 Indenture"), the Agency issued Twenty-Six
Million Six Hundred Sixty Five Thousand Dollars $26,665,000) of
Tax Allocation Bonds, Series 1994 the Series 1994 Bonds"); and
WHEREAS, in order to raise additional funds for the
implementation of the Redevelopment Plan, the Agency deems it
necessary at this time to issue tax allocation bonds on a parity
with the Series 1994 Bonds for such purpose; and
WHEREAS, the corporate purposes of the Agency will be
accomplished by issuing at this time tax allocation parity
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d_6refunding bonds in a principal amount of not to exceed Six?een
Million Dollars $16,000,000) pursuant to this Resolution and a
supplement hereto to be designated La Quinta Redevelopment Agency,
La Quinta Redevelopment Project, Tax Allocation Parity Refunding
Bonds, Series 1998 the Bonds?); and
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) the Law"); and
WHEREAS, the Agency has received a proposal to purchase the
Bonds and has determined that the proposal of Miller & Schroeder
Financial, Inc. the Underwriter") should be accepted; and
WHEREAS, this Board of Directors desires to proceed to issue
the Bonds, sell the Bonds to the La Quinta Public Financing
Authority the Authority") and then to the Underwriter.
NOW, THEREFORE, the Board of Directors of the La Quinta
Redevelopment Agency DOES HEREBY RESOLVE, ORDER AND DETERMINE AS
FOLLOWS:
SECTION 1. Each of the above recitals is true and correct and
this Board so finds and determines.
SECTION 2. The issuance of the Bonds in the principal amount
of not to exceed Sixteen Million Dollars $16,000,000) is hereby
authorized. The Bonds shall mature on the dates, pay interest at
the rates, shall be subject to redemption and shall be governed by
the terms and conditions set forth in a Supplement to Resolution to
be prepared by Bond Counsel to the Agency and executed by the
Chairman or Executive Director or Finance Director and Secretary of
the Agency herein Chairman" and Secretary" respectively), which
Supplement to Resolution shall be substantially in the form
attached hereto as Exhibit A, with such additions thereto and
changes therein as are recommended or approved by Bond Counsel to
the Agency and the officers? executing the same, with such approval
to be conclusively evidenced by the execution and delivery of the
Supplement to Resolution. Capitalized terms used in this
Resolution which are not defined herein have the meaning ascribed
to them in the form of the Supplement to Resolution attached hereto
as Exhibit A. However, if determined appropriate by the Executive
Director and approved by Bond Counsel, an Indenture of Trust, in a
form substantially similar to the 1994 Indenture and approved as to
form and contents by the Executive Director and Bond Counsel, may
be utilized in place of the Supplement to the Resolution and shall
contain, among others, those terms and conditions specified herein
to be included in the Supplement to the Resolution. The Chairman,
the Executive Director, the Finance Director, the Secretary, or
their designees are hereby authorized and directed to execute and
deliver any Indenture of Trust.
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d_6 SECTION 3. The Bonds shall be executed on behalf of the
Agency by the manual or facsimile signature of the Chairman or
Executive Director and attested with the manual or facsimile
signature of the Secretary.
SECTION 4. The covenants set forth in the Supplement to
Resolution to be executed in accordance with Section 2 above are
hereby approved, shall be deemed to be covenants of the Agency and
shall be complied with by the Agency and its officers. The
Supplement to Resolution shall constitute a contract between the
Agency and the Owners of the Bonds.
SECTION 5. U.S. Bank Trust National Association, Los Angeles,
California, is hereby appointed to act as Fiscal Agent, Registrar
and Transfer Agent or, if determined appropriate by the Executive
Director, as Trustee for the Bonds. In said event, all references
to Fiscal Agent" in the Supplement to Resolution or in any
Indenture of Trust shall change to Trustee". The Executive
Director of the Agency, or his written designee, is hereby
authorized to enter into an agreement with the Fiscal Agent or
Trustee to provide such services to the Agency.
SECTION 6. The purchase Contract by and among the Agency, the
Authority and the Underwriter on file with the Secretary offering
to purchase the Bonds to bear interest as set forth in the
Supplement to Resolution is hereby approved and the Executive
Director or Finance Director is authorized to execute and deliver
the purchase Contract in said form with such changes thereon as the
officers executing the same may approve, such approval to be
conclusively evidenced by the execution and delivery thereof.
ECTION 7. Escrow Agreement. The form of the Escrow Deposit
and Trust Agreement the Escrow Agreement") on file with the
Secretary is hereby approved. Subject to the execution of the
Purchase contract, the Executive Director or Finance Director is
hereby authorized and directed for and in the name of the Authority
to execute the Escrow Agreement in substantially the form hereby
approved/with such additions thereto and changes therein as the
officers executing the same may approve, such approval to be
conclusively evidenced by the execution and delivery thereof.
SECTION 8. The Chairman or Executive Director or Finance
Director is authorized to execute a final Official Statement in
substantially the form of the preliminary Official Statement, and
Continuing Disclosure Agreement relating thereto, which have been
presented at this meeting and are hereby approved, with such
additions thereto and changes therein as are recommended or
approved by Bond Counsel to the Agency and the officer executing
the same, with such approval to be conclusively evidenced by the
execution and delivery of such documents. The Underwriter is
hereby authorized to distribute the Preliminary Official Statement
to prospective purchasers of the Bonds and to provide to the
purchasers of the Bonds from the Underwriter copies of the final
Official Statement. The Executive Director or Finance Director is
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d_6hereby authorized to sign a certificate pursuant to Rule 15c2-12
promulgated under the Securities Exchange Act of 1934 pertaining to
the preliminary Official Statement.
SECTION 9. Each and every officer of the Agency is authorized
to perform his or her services on behalf of the Agency. The
Executive Director or Finance Director, or his written designee, is
authorized to incur such costs and to contract for all services
necessary to effect the issuance of the Bonds. Such services shall
include, but not be limited to, printing the Bonds, printing the
Preliminary Official Statement and the Official Statement,
obtaining legal services, fiscal agent services and any other
services deemed appropriate for the issuance of the onds referred
to in the Supplement to Resolution as Costs of Issuance") and the
payment for said Costs of Issuance shall be approved by the
Executive Director or Finance Director. The Executive Director or
Finance Director, or his written designee, is authorized to pay for
such Costs of Issuance with Bond proceeds established pursuant to
the Supplement to Resolution without further approval of this Board
of Directors.
SECTION 9. All actions heretofore taken by officers and
agents of the Agency with respect to the sale and issuance of the
Bonds are hereby approved, confirmed and ratified, and the Chairman
and secretary and the other officers of the Agency responsible for
the fiscal affairs of the Agency are hereby authorized and directed
to take any actions and execute and deliver any and all
certificates, instruments and documents as are necessary to
accomplish the issuance, sale and delivery of the Bonds in
accordance with the provisions of this Resolution and the
fulfillment of the purposes of the Bonds as described in the
Supplement to Resolution. In the event that the Chairman or
Executive Director is/are unavailable to sign any document
authorized for execution herein, the Finance Director to sign such
document. Any document authorized herein to be signed by the
secretary may be signed by a duly appointed deputy secretary.
ADOPTED AND APPROVED this 7th day of April, 1998.
LA QUINTA REDEVELOPMENT AGENCY
j/;
Chairman
AT E T:
ecretary
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d_6STATE OF CALIFORNIA SECRETARY'S CERTIFICATE
ss. RE ADOPTION OF RESOLUTION
COUNTY OF RIVERSIDE
I, SAUNDRA L 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 fleeting of said
Agency held on the 7th day of April, 1998, and that the same was
passed and adopted by the following vote to wit:
AYES: Board Members Adolph, Henderson, Pena, Sniff,
Chairman Perkins
NOES: None
ABSENT: None
ABSTAIN: None
Secretary of La Quinta
Redevelopment Agency
SEAL)
STATE OF CALIFORNIA SECRETARY'S CERTIFICATE
ss. OF AUTHENTICATION
COUNTY OF RIVERSIDE
I, SAUNDRA L, JUHOLA, Secretary o? the La Quinta Redevelopment
Agency, DO HEREBY CERTIFY that the above and foregoing is a full,
true and correct copy of Resolution NoRA 98-01 of said Agency and
that said?Resolutionwas adopted at the time and by the vote stated
on the above certificate, and has not been amended or repealed.
Dated: May 1998
Secretary of La Quinta
Redevelopment Agency
SEAL)
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d_6 EXHIBIT A
Form of Supp1emen? o Resolutioxi No. RA 98-01
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d_6SUPPLEMENT TO RESOLUTION NO. OF THE LA QUINTA
REDEVELOPMENT AGENCY AUTHORIZING THE ISSUANCE OF TAX ALLOCATION
PARITY REFUNDING BONDS OF SAID AGENCY IN A PRINCIPAL AMOUNT OF
NOT TO EXCEED SIXTEEN MILLION DOLLARS $16,000,000) TO FINANCE A
PORTION OF THE COST OF A REDEVELOPMENT PROJECT KNOW& AS ThE LA
QUINTA REDEVELOPMENT PROJECT AREA NO. 1
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d_6 TABLE OF CONTENTS
PaQe
Section 1. Definitions 1
Section 2. Amount, Issuance and Purpose of Bonds 6
Section 3. Nature of Bonds 6
Section 4. Description of Bonds 8
Section 5. Interest
Section 6. Place of Payment 9
Section 7. Forms of Bonds 9
Section Execution of Bonds 10
Section 9. Registration and Exchange of Bonds 11
Section 10. Bond Register 11
Section 11. Call and Redemption of Bonds Prior to 11
Maturity
A. Terms of Redemption 11
B. Call and Redemption 12
C. Notice of Redemption 12
D. Redemption Fund 14
E. Partial Redemption of Bonds 15
F. Effect of Redemption 15
G. Purchase of Bonds 15
Section 12. Funds 15
Section 13. Sale of Bonds; Disposition of Bond Proceeds; 16
Redevelopment Fund
Section 14. Tax Revenues 17
Section 15. Special Fund 18
Section 16. Deposit and Investment of Moneys in Funds 23
Section 17. Issuance of Parity Bonds 24
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d_6 Pa?e
Section 18. Covenants ofthe Agency 25
Covenant 1. Complete Redevelopment Project;
Amendment to Redevelopment Plan 25
Covenant 2. Use of Proceeds, Management
and Operation of Properties 26
Covenant 3. No Priority 26
Covenant 4. Punctual Payment 26
Covenant 5. Payment of Taxes and Other
Charges 26
Covenant 6. Books and Accounts; Financial
Statements 27
Covenant 7. Eminent Domain 27
Covenant 8. Disposition of Property 27
Covenant 9. Statement of Indebtedness 28
Covenant 10. Protection of Security and
Rights of Bondowners 28
Covenant 11. Federal Tax Covenants 28
Section 19. Taxation of Leased Property 29
Section 20. Fiscal Agent 30
Section 21. Rebate Fund 32
Section 22. Lost/ &tolen, Destroyed or Mutilated Bonds 35
Section 23. Cancellation of Bonds 35
Section 24. Amendments 3S
A. Calling Bondowners' Meeting 36
B. Notice of Meeting 36
C. Voting Qualifications 37
D. Issuer-Owned Bonds 37
E. Quorum and Procedure 37
F. Vote Required 37
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G. Consent Without a Meeting 38
Section 25. proceedings Constitute Contract; Events of
Default and Remedies of Bondowners 39
A. Events of Default 39
B. Application of Funds upon Acceleration 40
C. Certain Remedies of Bondowners 41
D. Non-Waiver 42
E. Actions by Fiscal Agent as 42
Attorney- in- Fact
F. General 43
Section 26. CUSIP Numbers 43
Section 27. Severability 43
Section 28. Notices to Agency and Fiscal Agent 43
Section 29. Effective Date 44
Section 30. Rights of the Bond Insurer 44
Exhibit A. Form of Bond)
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d_6 SUPPLEMENT TO RESOLUTION NO. RA-_______ OF THE LA
QUINTA REDEVELOPMENT AGENCY AUTHORIZING THE ISSUANCE OF
TAX ALLOCATION PARITY REFUNDING BONDS OF SAID AGENCY IN
A PRINCIPAL AMOUNT NOT TO EXCEED SIXTEEN MILLION
DOLLARS $16,000,000) TO FINANCE A PORTION OF THE COST
OF A REDEVELOPMENT PROJECT KNOWN AS THE LA QUINTA
REDEVELOPMENT PROJECT AREA NO. 1
Section 1. Definitions. As used in this Resolution, the
following terms shall have the following meanings, unless the
Context otherwise requires:
a) 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.
4) Excluding the principal and interest due on any
Bonds that are defeased as provided in Section 3 hereof and
any Parity Bonds that are defeased as provided in the
resolution of issuance of such Parity Bonds.
b) Authorized Representative" means the Executive
Director of the Agency or such other person designated in writing
by the Chairman of the Agency.
c) Bond" or Bonds" means the La Quinta Redevelopment
Agency, La Quinta Redevelopment Project Tax Allocation Refunding
Bonds, Series 1998," authorized by this Resolution in a principal
amount of Million Hundred Thousand Dollars
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d_6 d) Bond Insurer" means 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.
e) Bond Year" 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 Delivery Date and end on. August 31, 1992.
f) Bondowner" or Owner of Bonds, It 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, as shall upon request be certified to the Fiscal
Agent, shall not be counted.
g) City" rneans the City of La Quinta, California.
h) Code" means the Internal Revenue Code of 1986, as
amended, and any regulations, rulings, judicial decisions,
notices, announcements, and other releases of the United States
Treasury, Department or Internal Revenue Service interpreting and
construing it.
i) Costs of Issuance" means the costs and expenses
incurred in connection with the issuance and sale of the Bonds,
including any rating agency fees, 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 financial consultants and
other fees and expenses set forth in a Certificate of the
Executive Director or Treasurer.'
j) Delivery Date" means the date the Bonds are issued to
the initial purchaser thereof.
k) Escrow Agreement" means that Escrow Deposit and Trust
Agreement, dated as of April 1, 1998, by and between the Agency
and the Escrow Bank.
1) Escrow Bank" means U.S. Bank Trust National
Association.
m) Federal Securities" means direct obligations 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.
n) Financial Guaranty Insurance.Policy" means the
municipal bond insurance policy issued by the Bond Insurer
guaranteeing the payment of the principal of and the interest oh
the Bonds.
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d_
6 0) Fiscal Agent" means the fiscal agent appointed by the
Agency pursuant to Section 20 hereof, its successors and assigns,
and any other corporation or association which may at any time be
substituted in its place, as provided in this Resolution.
p) Fiscal Year" means the year beginning July 1st and
ending on the next following June 30th.
q) Independent Financial Consultant," Independent
Engineer." 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 opinion or certificate will be given, and:
1) is in fact independent and not under domination of
the Agency; and
2) does not have any substantial interest, direct or
indirect, with the Agency; and
3) is not connected with the Agency as an officer or
employee of the,Agency, but who may be regularly retained to
make reports to the Agency.
r) 1994 Indenture" means the Indenture of Trust, dated as
of May 1, l9?4, by and between the Agency and Bank of America
National Trust and Savings Association.
S) Law" means the Community Redevelopment Law of the
State of California as cited in the recitals hereof and Article 4
of Chapter 5 of Division 7 of Title 1 of the Government Code of
the State of California, and all amendments thereto.
t) Maximum Annual Debt Service" means the largest Annual
Debt Service for any Bond Year.
u) 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 times 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.
v) 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
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d_6certificate or opinion or representation with respect to the
matters upon which his opinion may be based, as aforesaid, is
erroneous.
w) Parity Bonds" means any outstanding Series 1989 Bonds,
Series 1990 Bonds, Series 1991 Bonds, Series 1994 Bonds, and any
additional tax allocation bonds including, without limitation,
bonds, notes, interim certificates, debentures or other
obligations) issued by the Agency as permitted by Section 17 of
this Resolution which are on a parity with the Bonds.
x) Participating Underwriter" shall have the meaning
ascribed thereto in the applicable Continue Disclosure
Certificate.
y) Pledged Tax Revenue's" means Tax Revenues less the Tax
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.
z) Rebate Regulations" means the Proposed and Temporary
Treasury Regulations issued under Section 148(f) of the Code.
aa) Record Date" means the fifteenth day of the month
preceding any interest payment date.
bb) Redevelopment Agency" or Agency" means the La Quinta
Redevelopment Agency.
cc) Redevelopment Plan" means the Redevelopment Plan for
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.
dd) Redevelopment Project" means the La Quinta
Redevelopment Project.
ee) Redevelopment Project Area" means the project area
described and defined in the Redevelopment Plan.
f f) Regulations" means regulations adopted by the
Department of Treasury from time to time.
gg) Reserve Requirement" means, so long as the Series 1994
Bonds are outstanding, an amount equal to Maximum Annual Debt
Service on the Bonds, as such term is defined in Resolution No.
RA 94- but not to exceed l0? 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.
hh) Resolution" means Resolution No. RA adopted by
the Agency on April 7, 1998, together with this Supplement to
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d_6Resolution. All references herein and in any document referring
to Resolution No. RA shall be deemed for all purposes to
refer to said Supplement to Resolution.
ii) Resolution No. RA 85-5" means the Resolution of the La
Quinta Redevelopment Agency adopted July 30, 1985, authorizing
the issuance of La Quinta Redevelopment Agency, La Quinta
Redevelopment Project, Tax Allocation Bonds, Series 1985.
ii) Resolution No. RA 88-14" means the Resolution of the
La Quinta Redevelopment Agency adopted December 20, 1988,
authorizing the issuance of La Quinta Redevelopment Agency, La
Quinta Redevelopment Project, Tax Allocation Bonds, Series 1988.
kk) Resolution No. RA 90-4" means the Resolution of the La
Quinta Redevelopment Agency adopted on April 25, 1990,
authorizing the issuance of La Quinta Redevelopment Agency, La
Quinta Redevelopment Project, Tax Allocation Bonds, Series 1990.
11) Resolution No. RA 91-12" means the Resolution of the
La Quinta Redevelopment Agency adopted in October 9, 1991,
authorizing the issuance of La Quinta Redevelopment Agency; La
Quinta Redevelopment Tax Allocation Bonds, Series 1991.
mm) Resolution No. RA 94- means the Resolution of the
La Quinta Redevelopment Agency adopted on
1994 authorizing the issuance of La Quinta Redevelopment Agency,
La Quinta Redevelopment Project Tax Allocation Bonds, Series 1994
and approving the 1994 Indenture.
nn) Securities Depositories" means The Depository Trust
Company, 711 Stewart Avenue, Garden Center, New York 11530, Fax-
516) 227-4039 or 4190; Midwest Securities Trust Company, Capital
Structures-Call Notification, 440 South LaSalle Street, Chicago,
Illinois 60605, Fax- 312) 663-2343; Philadelphia Depository Trust
Company Reorganization Division, 1900 Market Street,
Philadelphia, Pennsylvania 19103, Attention: Bond Department,
Dex-(215) 496-5058; and, in accordance with the current
guidelines of the Securities and Exchange Commission, such other
addresses and/or such other securities depositories as the
Authority may designate in a Certificate of the Authority
delivered to the Trust.
00) Series 1985 Bonds" means the $20,000,000 original
principal amount of the La Quinta Redevelopment Agency, La Quinta
Redevelopment Project, Tax Allocation Bonds, Series 1985.
pp) Series 1989 Bonds" means the $8,000,000 original
principal amount of the La Quinta Redevelopment Agency, La Quinta
Redevelopment Project, Tax Allocation Bonds, Series 1989.
qq) Series 1990 Bonds" means the $19,695,000 La Quinta
Redevelopment Agency, La Quinta Redevelopment Project Tax
Allocation Refunding Bonds, Series 1990.
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d_6 rr) Series 1991 Bonds" means the $8,700,000 La Quinta
Redevelopment Agency, La Quinta Redevelopment Project, Tax
Allocation Bonds, Series 1991.
Es) Series 1994 Bonds" means the $26,665,000 La Quinta
Redevelopment Agency, La Quinta Redevelopment Project, Tax
Allocation Bonds, Series 1994.
tt) Six?Month Period" means, with respect to a particular
issue of Bonds or Parity Bonds, the period of time beginning on
the Delivery Date and ending six consecutive months thereafter,
and each six-month period thereafter until the latest maturity
date of the applicable Bond or Parity Bond issue and any bonds
that refund the particular bond issue).
uu) Tax Certificate" means that certain Tax Certificate
executed on the Delivery Date by the District with respect to the
Certificates.
w) 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.
ww) Term Bonds" means the Bonds maturing in the year 2028.
xx) Treasurer" or Treasurer of the Agency" means the officer
who is then performing functions of Treasurer of the Agency.
Section 2. Amount. Issuance and Purpose of Bonds. Under and
pursuant to the Law and under and pursuant to this Resolution, Bonds of
the Agency in a principal amount of Million Hundred Thousand
Dollars $ shall be issued by the Agency for the corporate
purposes of financing a portion of the cost of implementing the
Redevelopment Plan which constitutes a redevelopment activityvi as such
term is defined in Section 33678 of the Law and paying the Costs of
Issuance; and such issue of Bonds is hereby created.
Section 3. Nature of Bonds. 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 thereon and premium, if any,
from, Pledged Tax Revenues and other funds as hereinafter provided. The
Bonds, interest thereon and premium, if any, are not a debt of the City,
the State of California or any of its political subdivisions, and
neither said City, said 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
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d_6Agency 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
provided1 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 holdthe
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 pr9tection 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 Project or any part thereof, or
b) the performance of any person's obligations relative to the
Redevelopment Project, or c) the proper expenditures of the proceeds of
the Bonds.
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 in this Resolution shall prevent the Agency from making advancE
of its own funds, howsoever derived, to any of the uses and purposes
mentioned in this Resolution.
If the Agency shall pay or cause to be paid, or shall have made
provision to pay upon maturity or upon redemption prior to maturity, to
the Owners of any of the Bonds the Refunded Bonds"), the principal of,
premium, if any, and interest to become due thereon, 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 segregation for that purpose in some sinking fund or other
fund or trust account with a fiscal agent or otherwise, moneys
sufficient therefore, including, but not limited to, interest earned or
to be earned on Federal Securities, then the lien of this Resolution for
the payment of the Bonds, including, without limitation, the pledge of
the Pledged Tax Revenues, and all other rights granted hereby, shall
thereupon cease, terminate and become void and be discharged and
sa?isf ied, 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 the refunding of the Bonds.
In the event of such a defeasance of the Bonds, the Fiscal Agent
shall cause an accounting fQr such period or periods as shall be
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d_6 requested by the Agency to be prepared and filed with 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 which are not required for the payment or redemption of
onds not theretofore surrendered for such payment or redemption after
payment of amounts due the Fiscal Agent pursuant to Section 20 hereof.
Provision shall be made by the Agency, satisfactory to the Fiscal
Agent, for the mailing of a notice to the Owners of the Bonds stating
that such Bonds have been refunded and moneys are so available for such
payment.
Section 4. Descri?tion of Bonds. The Bonds shall be in a
principal amount of Million Hundred Thousand Dollars
and shall be designated LA QUINTA REDEVELOPMENT AGENCY,
LA QUINTA REDEVELOPMENT PROJECT AREA NO. 1, TAX ALLOCATION REFUNDING
BONDS, SERIES 1998." The Bonds shall be initially issued in the form of
fully registered Serial Bonds and Term Bonds in the denomination of
$5,000 each, or any whole multiple thereof. The Bonds shall bear the
dated date of May 1, 1998. The Bonds shall mature on September 1, of
the years and in the amounts and shall be payable as to interest at the
rate or rates and on the dates as hereafter set forth in a resolution to
be adopted by the Agency at the time of the sale by the Agency of the
Bonds to the original purchasers thereof.
Section 5. Interest. The Bonds shall bear interest at the rates
hereafter set forth payable semiannually on March 1 and September I of
each year, commencing September 1, 1998.
Serial Bonds maturing in the amounts, on the dates and at the
interest rates set forth below, shall be issued:
Date Princi?al Interest Rate
Term Bonds maturing on September 1, subject to the
mandatory sinking fund redemption provisions herein set forth)
bearing interest at the rate of % per annum shall be issued in
an aggregate principal amount of $___________
Each Bond shall bear interest until the principal sum thereof
has been paid; provided, however, that if funds are available for
the payment thereof in full in accordance with the terms of this
Resolution, said Bond shall then cease to bear interest. Interest
shall be calculated on the basis of a 360-day year composed of
twelve 30-day months.
The Bonds shall be numbered by the Fiscal Agent as the Fiscal
Agent shall determine and shall be dated as of the date. of
authentication thereof, except that Bonds issued upon exchanges
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d_6and transfers of other Bonds shall be dated so that no gain or
loss of interest shall result from such exchange or transfer.
Each fully registered Bond shall bear interest from the interest
payment date next preceding the date thereof unless i) it is
dated prior to the first Record Date, in which event from the date
of issuance of the Bonds, ii) it is dated as of an interest
payment date, in which event it shall bear interest from that
interest payment date, or iii) it is dated after a Record Date
and before the following interest payment date1 and the Agency
does 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. Interest on Bonds shall be paid by the
Fiscal Agent out of the appropriate funds) by check mailed by
first-class mail or wire transfer to the registered owner as his
name and address appear on the register kept by the Fiscal Agent
at the close of business on the Record Date preceding the interest
payment date or upon request in writing made before the Record
Date preceding the interest payment date by the owner of
$1,000,000 or more of the Bonds shall be made on the Interest
Payment Date by wire transfer in immediately available funds to an
account designated by such Bondowner.
Section 6. Place of Payment. The Bonds and any premiums
upon the redemption thereof prior to maturity shall be payable
upon presentation and surrender thereof 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.
Section 7. Form of Bonds. The Bonds shall be substantially
in the form attached hereto and by this reference incorporated
herein as Exhibit 1A9?. Such form is hereby approved and adopted
as the form of such Bonds, andof the redemption, exchange,
registration and assignment provisions pertaining thereto, 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, shall be without
coupons and may contain such reference to any of the provisions of
this or any supplemental resolution as may be appropriate. Every
temporary Bond shall be executed by the Agency and be issued by
the Fiscal Agent upon the same conditions and in substantially the
same form and manner as the definitive Bonds. If the Agency
issues temporary onds, it will execute and furnish definitive
Bonds without delay, and, thereupon, the temporary Bonds shall be
surrendered for cancellation at the principal office of the Fiscal
Agent in Los Angeles, California, or at such other place in
California as the Agency may approve, and the Fiscal Agent shall
deliver in exchange for such temporary Bonds an equal aggregate
principal amount of definitive Bonds of authorized denominations
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d_6 of this same issue? Until so exchanged, the temporary Bonds shall
be entitled to the same benefits under this Resolution as
def initive Bonds of this same issue delivered hereunder, except
that any interest which has accrued thereon shall not be paid
until the exchange has been accomplished.
Section 8. Execution of Bonds. The Bonds shall be signed on
behalf of the Agency by its Chairman or Executive Director by his
or her manual or facsimile signature and by its Secretary by his
or her manual or facsimile signature. The foregoing officers are
hereby authorized and directed to sign the Bonds in accordance
with this Section. If any Agency member or officer whose manual
or facsimile signature appears on the Bonds ceases to be such
member or officer before delivery of Bonds, his or her signature
is as effective as if he or she had remained in office.
The Fiscal Agent shall date and authenticate on registration
and/or exchange to effectuate the registration and exchange
provisions set forth in Sections 7 and 9, and only such of the
Bonds as shall have endorsed thereon a certificate of
authentication, substantially in the form set forth in Exhibit A,
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 such
certificate of authentication shall have been duly executed by the
Fiscal Agent, and such certificate of the Fiscal Agent, upon any
such Bond, shall be conclusive and the only evidence that such
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 signatory of the Fiscal Agent, but it shall not be
necessary that the same signatory sign the Certificate of
authentication on all of the Bonds that may be issued hereunder at
any one time.
Section 9. ReQistration and Exchan?e of Bonds. TheBonds
shall be issued only in fully registered form. Bonds may be
exchanged for other Bonds of equal aggregate denominations of the
same maturity. Transfer of ownership of a Bond shall be made by
exchanging the same for a new ond. All of such exchanges shall
be made in such manner and upon such reasonable terms and
conditions at may from time to time be determined and prescribed
by the Agency. The Agency shall pay any costs or charges in
connection therewith which shall be established by the Fiscal
Agent. The person, firm or corporation requesting such exchange
shall pay any tax or governmental charge that may be imposed in
connection with such exchange. Each Bond issued pursuant to this
Resolution shall be of a denomination which is $S,0OO or a whole
multiple thereof and shall be of the same issue.
The Fiscal Agent shall not be required to register the
transfer or exchange of any Bond during 15 days preceding
selection of Bonds for redemption and as to any Bond selected for
redemption.
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d_6 Section 10. Bond ReQister. The Fiscal Agent will keep or
cause to be kept at its principal office in the City of Los
Angeles, California, or at such other place in California as the
Agency may approve, sufficient books for the registration and
transfer of the Bonds, which shall upon reasonable prior notice at
all times be open to inspection by the Agency; and, upon
presentation for such purpose, the Fiscal Agent shall under such
reasonable regulations as it may prescribe, register or transfer,
or cause to be registered or transferred, on said register, the
Bonds as hereinbefore provided.
Section 11. Call and RedemDtion of Bonds Prior to Maturity.
A. Terms of Redem?tion.
1) Optional Redemption. The Bonds maturing on or before
September 1, shall not be subject to optional redemption
prior to maturity. The Bonds maturing on or after September 1,
may be called before maturity and redeemed at the option of
the Agency, in whole or in part from the proceeds of refunding
Bonds or any other available funds on September 1, or any
Interest Payment Date thereafter, prior to maturity in inverse
order of maturity and by lot within a maturity. Bonds called for
redemption shall be redeemed at the redemption prices expressed
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:
Redemotion Date RedemDtion Price
September 1, 2007 thru August 31, 2008 102%
September 1, 2008 thru August 31, 2009 101?
September 1, 2009 and thereafter 100?
2) Mandatory Sinking Fund Redemption. The Term Bond
maturing on September 1, 2028 shall be subject to mandatory
redemption in part, by lot, on September 1, 2013 and on each
September 1 thereafter to and including September 1, 2028 from
Minimum Sinking Fund Payments on hand in the Bond Payment Fund, at
the principal amount of such Bonds to be prepaid, without premium,
plus accrued but unpaid interest. The principal amount of such
Bonds to be so prepaid and the dates therefor shall be as set
forth below:
Date Principal
Minimum Sinking Fund Payments for any Term Bond redeemed pursuant
to Section 11A(l) hereof shall be reduced pro rata.
B. Call and Redemption. The Agency may by resolution
direct the call and redemption prior to maturity of Bonds by the
Fiscal Agent in such amounts as funds are available therefor and
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d_6 shall give notice to the Fiscal Agent of such redemption not less
than sixty 60) days prior to the redemption date.
C. Notice of Redem?tion. Notice of redemption prior to
maturity except as provided below) shall be given by first class
mail, postage prepaid to the registered owner of each Bond at the
address shown on the registration books of the Fiscal Agent not
less than thirty 30) nor more than sixty 60) days prior to such
redemption date. In the case of refunding, notice shall also be
given as provided in Section 3 hereof. Neither failure to mail
such notice nor any defect in any notice so mailed shall affect
the sufficiency of the proceedings for the redemption of any
Bonds. The notice of redemption shall a) state theredemption
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 numbers and the
principal portion thereof to be redeemed; e) state that interest
on the principal portion of the Bonds so designated for redemption
shall cease to accrue from and after such redemption date and that
on said date there shall become due and payable on each of such
Bonds the redemption price thereof; f) the date of issue of the
Bonds as originally issued; g) the rate of interest borne by each
Bond being redeemed and h) the place of redemption.
The actual receipt by the Owner of any Bond or notice of such
redemption shall not be a condition precedent to redemption, and
failure to receive such notice shall not affect the validity of
the proceedings for the redemption of such Bonds or the cessation
of interest on the redemption date. Notice of redemption of Bonds
shall be given by the Fiscal Agent and on behalf of the Agency at
the expense of the Agency.
In addition to the foregoing notice, further notice shall be
given by the Fiscal 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 2 days prior
to sending notice of redemption pursuant to the first paragraph of
this Section llC(a) by registered or certified mail or overnight
delivery service to the Securities Depositories.
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 CUSIF number identifying, by issue and
maturity, the Bonds being redeemed with the proceeds of such check
or other transfer.
A certificate by the Fiscal Agent that notice of redemption
has been given as herein provided shall be conclusive as against
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d_6all parties, and no Bondowner whose Bond is called for redemption
may object thereto or object to the cessation of interest on the
redemption date fixed by any claim or showing that he failed
actually to receive such notice of call and redemption.
D. Redemption Fund. There is hereby created with the
Fiscal Agent a special trust fund called the La Quinta
Redevelopment Agency, La Quinta Redevelopment Project Tax
Allocation Bonds, Series 1998, Redemption Fund" hereinafter
referred to as the Redemption Fund"). There shall be set aside
in the Redemption Fund, prior to mailing as above required, moneys
for the purpose and sufficient to redeem, at the premiums, if any,
payable as provided in this esolution, the Bonds designated in
such notice of redemption to be redeemed as provided in this
Section llA(l). Said moneys must be set aside in the Redemption
Fund solely for that purpose and shall be transferred to the
Fiscal Agent to be applied to the payment principal and premium,
if any) of the Bonds to be redeemed upon presentation and
surrender of such Bonds. Moneys for the purpose and sufficient to
redeem the Bonds designated in the notice as hereinbefore required
to be redeemed as provided in this Section llA(2) shall be
deposited in the Bond Payment Fund on or prior to the business day
preceding the redemption date. Any interest due on the Bonds on
or prior to the redemption date shall be paid, pro rata with the
Series 1969 Bonds and the Series 1990 Bonds and the Series 1994
Bonds then subject to mandatory sinking fund redemption, if
necessary, from the Special Fund upon presentation and surrender
thereof.
E. Partial Redemntion of Bonds. Upon surrender of any Bond
redeemed in part only, the Agency shall execute and the Fiscal
Agent shall authenticate and deliver to the registered owner
thereof, at the expense of the Agency, a new Bond or Bonds of
authorized denominations equal in aggregate principal amount to
the unredeemed portion of the Bond surrendered and of the same
interest rate and same maturity. Such partial redemption shall be
valid upon payment of the amount thereby required to be paid to
such registered owner, and the Agency and the Fiscal Agent shall
be released and discharged from all liability to the extent of
such payment.
F. Effect of Redem?tion. Notice of redemption having been
duly given as aforesaid, and moneys for payment of the principal
of, premium, if any, and interest payable upon redemption of the
Bonds being set aside as aforesaid, the Bonds, or parts thereof,
as the case may be, so called for redemption shall, on the
redemption date, become due and payable at the redemption price
specified in such notice, interest on the Bonds, or parts thereof,
as the case may be, so called for redemption shall cease to
accrue, shall cease to be entitled to any lien, benefit or
security under this Resolution, and the Owners of said Bonds shall
have no rights in respect thereof except to receive payment of the
redemption price thereof, and, in the case of partial redemption
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d_6of Bonds, also to receive a new Bond or Bonds for the unredeemed
balance as aforesaid.
All Bonds, or parts thereof, as the case may be, redeemed
pursuant to the provisions of this Section shall be cancelled upon
surrender thereof.
G. Purchase of Bonds. In lieu of redemption, 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 interest payment date plus
accrued interest, if any, to the date of purchase.
Section 12. Funds. There was created by Resolution No. RA
85-5 with the Treasurer a special trust fund called the La Quinta
Redevelopment Project Fund" hereinafter sometimes called the
Redevelopment Fund"), which Redevelopment Fund is continued for
the purpose of this Resolution. There has heretofore been created
with the Fiscal Agent pursuant to Resolution No. RA 85-5 a special
trust fund called the La Quinta Redevelopment Project, Tax
Allocation Bonds, Series 19?5, Special Fund". The Fiscal Agent
shall create within the Special Fund special trust funds to be
contained therein and to be used solely for purposes of the Bonds,
to be known as the Bond Interest Fund, Bond Payment Fund, the Debt
Service Reserve Fund and the Debt Service Special Fund. There has
heretofore been created with the Fiscal Agent pursuant to
Resolution No. RA 85-5 a special trust fund called the Holding
Fund".
So long as any of the Bonds herein authorized, or any
interest thereon, remain unpaid, the moneys in the foregoing Funds
shall be used for no purposes other than those required or
permitted by this Resolution and the Law.
Section 13. Sale of Bonds. DisDosition of Bond Proceeds:
RedeveloDment Fund. The Agency may provide by resolution for the
sale of the Bonds in the manner provided by the Law.
A. The Fiscal Agent, on behalf of the Agency, shall receive
the proceeds from the sale of the Bonds, upon the delivery of
the Bonds to the purchasers thereof, and shall dispose of such
proceeds and moneys as follows:
1) Deposit in the Bond Interest Fund accrued interest
and premium, if any, paid by the purchasers of the Bonds;
2) Deposit in the Debt Service Reserve Fund an amount
which will be equal to the Reserve Requirement;
3) Deposit in the Escrow Fund created pursuant to the
Escrow Agreement the amount of $ and
4) After making the above deposits, the balance of the
proceeds from the sale of the Bonds shall be transferred from
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d_6 the Special Fund to the Treasurer who shall place the same in
the Redevelopment Fund.
B. The moneys set aside in the Redevelopment Fund shall
remain therein until from time to time expended solely for the
purpose of financing a portion of the costs of the Redevelopment
Project and other costs related thereto, and also including in
such costs:
1) The payment, in any year during which the Agency
owns the 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, an amount of money in lieu of taxes
as authorized by Section 33401 of the Law; and
2) The cost of any lawful purposes in connection with
implementation of the Redevelopment Project, including,
without limitation, those purposes authorized by Section
33445 of the Law; and
3) The Costs of Issuance and any necessary expenses in
connection with the issuance and sale of the Bonds and fees
of the Fiscal Agent and paying agents.
If any sum remains in the Redevelopment Fund after the full
accomplishment of the objects and purposes for which said Bonds
were issued, said sum shall be transferred to the Special Fund.
Disposition of Redevelopment Fund moneys may be further specified
by supplemental resolution of the Agency.
All of the above uses constitute a redevelopment activity"
as such term is defined in Section 33678 of the Law.
Section 14. Tax Revenues. As provided in the Redevelopment
Plan, pursuant to Article 6 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 taxing 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 rbil 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
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d_6 agencies as taxes by or for the taxing agencies on all other
property are paid; and
b) That portion of said levied taxes each year in
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 agreements 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 of, premium, if any, and interest on
the Series 1969 Bonds, the Series 1990 Bonds, the Series 1994
Bonds, and the Bonds, 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 subject to the exception set
forth in Section 15(d) shall be applied solely to the payment of
the Series 1994 Bonds, and 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 the Series 1994 Bonds, and the 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 required
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. SDecial 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 as provided in the 1994 Indenture. The interest on the
Bonds until maturity shall be paid bythe Fiscal Agent from the
Bond Interest Fund. After all interest then due on the Bonds on
the next interest payment date has been paid or provided for,
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d_6moneys in the Special Fund shall be applied to the payment of the
principal, including Minimum Sinking Fund Payments, 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:
a) Bond Interest Fund. Deposits shall be made into
the Bond Interes? Funds for the Series 1994 Bonds 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 1994 Bonds and the
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 Pavment Fund. After the deposits have been
made pursuant to subparagraph a) above, deposits shall next
be made into the Bond Payment Funds for the Series 1994 Bonds
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 1994 Bonds and the 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 for the Series 1994 Bonds 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 become due to the extent Pledged Tax Revenues are
insufficient theref or. 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 may elect to maintain the Reserve Requirement
by obtaining i) a letter of credit, ii) a surety bond, or
iii) a policy of insurance in an amount which will guarantee
to the Agency the full amount of the Reserve Requirement at
such times as all or any portion of the Reserve Requirement
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d_6 is needed for transfer to the Bond Interest Fund and/or the
Bond Payment Fund as hereinbef ore stated, provided that the
letter of credit bank is rated in the top two rating
categories by Moody's Investor's Service, Inc. and Standard &
Poor's Corporation and that upon the expiration of the letter
of credit, if not extended, the 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, rhrrovid that the
issuer of any surety bond or insurance policy shall be rated
in the top three rating categories by Moody's Investor's
Service, Inc. and Standard & Poor's Corporation. 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.
d) Holding Fund. The Fiscal Agent shall transfer from
the Special Fund and deposit into the Holding Fund all moneys
then remaining in the Special Fund after the above mentioned
transfers have taken place; provided however, that if 12O? 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
for the Series 1994 Bonds 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 for the Series 1994 Bonds
and under this Resolution, pro the Bond Payment Funds
established for the Series 1994 Bonds and under this
Resolution, ro rata, and the Debt Service Reserve Funds
established for the Series 1994 Bonds and under this
Resolution, ro rata, 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 1994 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 1994 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 1994 Bonds or the Bonds.
Section 16. Deposit and Investment of Monevs in Funds. All
moneys held by the Fiscal Agent in the Special Fund, the Holding
Fund, the Redemption Fund or the Rebate 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
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d_6certificates 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 are fully insured by
the Federal Deposit Insurance Corporation or the Federal Savings
and Loan Insurance Corporation or are secured at all times by
Federal Securities, or secured at all 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 obligations 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 Fiscal
Agent receives no written directions from the Agency as to the
investment of moneys 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 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 market value of such investment or
face amount thereof, which ever is lower; provided, however, that
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d_6 investments in the Bond Interest Fund and the Bond Payment Fund
shall be valued at the face amount thereof.
Section 17. 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.
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 the Debt Service Reserve Fund1 or
the acquisition of an alternate security as provided in
Section lS(c) hereof, in an amount sufficient, together with
the balance of the Debt Service Reserve Fund, to equal the
Maximum Annual Debt Service on all Bonds expected to be
outstanding including the outstanding Bonds and Parity Bonds,
iii) the disposition of surplus Pledged Tax Revenues in
substantially the same manner as Section 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 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 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 Project 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 Year1 the
Pledged Tax Revenues computed on the basis of Pledged
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d_6 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 nature on September 1 and
interest thereon shall be payable on March 1 and September 11
subject to such dates being changed by a supplemental
resolution of the Agency.
Section 18. Covenants of the Aaencv. As long as the Bonds
are outstanding and unpaid, the Agency shall through its proper
members, officers, agents or employees) faithfully perform and
abide by all of the covenants, undertakings and provisions
contained in this Resolution or in any Bond issued hereunder,
including the following covenants and agreements for the benefit
of the Bondowners which are necessary, convenient 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. ComDlete Redevelopment Project: Amendment to
Redevelooment Plan The Agency covenants and agrees that it will
diligently carry out and continue to completion, with all
practicable dispatch, the Redevelopment Project in accordanc? 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 Financial Consultant appointed by the
Agency.
Covenant 2. Use of Proceeds. ManaQement and Oneration of
ProDerties. 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 properties owned by it comprising any part
of the Redevelopment Project in a sound and businesslike manner.
Covenant 3. No Prioritv. 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 17 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) from 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,
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d_ 6 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.
Covenant 6. Books and Accounts; Financial Statements. The
Agency covenants and agrees that it will at all times keep, or
cause to be kept, proper and current books and accounts separate
from all other records and accounts) in which complete and
accurate entries shall be made of all transactions relating to the
Redevelopment Project and the Pledged Tax Revenues and other funds
relating to said Project, and will prepare within one hundred and
eighty 160) days after the close of each of its Fiscal Years a
complete financial statement or statements for such year in
reasonable detail covering such Redevelopment 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 purchasers) of the Bon 5 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. Each annual budget that may be prepared by the
Agency shall be sent to the Bond Insurer following adoption.
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
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d_!6proceedings 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. Disoosition of Prot)ertv. 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 orother 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.
Covenant 10. Protection of Security and RiQhts of
Bondowners. 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 Law
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 Fledged Tax
Revenues being withheld unless the withholding thereof is being
contested in good faith.
Covenant 11. Federal Tax Covenants. Notwithstanding any
other provision of this Indenture, absent an opinion of Bond
Counsel that the exclusion from gross income of interest with
respect to the Bonds and Parity Debt will not be adversely
affected for federal income tax purposes, the Agency covenants to
comply with all applicable requirements of the Code necessary to
preserve such exclusion from gross income and specifically
covenants, without limiting the generality of the foregoing, as
follows:
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d_"6 1) Private Activity. The Agency has not taken and
shall not take or permit any other person to take, any action
within its control1 which would cause the Bonds to constitute
private activity bonds" within the meaning of Section 141 of
the Internal Revenue Code of 1966, as amended.
2) Arbitra?e. The Agency will make no use of the
proceeds of the onds or Parity Debt or of any other amounts
or property, regardless of the source1 or take any action or
refrain from taking any action which will cause the Bonds or
Parity Debt to be arbitrage bonds" within the meaning of
Section 148 of the Code;
3) Federal Guarantv. The Agency will make no use of
the proceeds of the Bonds or Parity Debt or take or omit to
take any action that would cause the Bonds or the Parity Debt
to be federally guaranteed" within the meaning of Section
149(b) of the Code;
4) Information Re?ortin?. The Agency will take or
cause to be taken all necessary action to comply with the
informational reporting requirement of Section 149(e) of. the
Code;
5) Hed?e Bonds. The Agency will make no use of the
proceeds of the Bonds or the Parity Debt or any other amounts
or property1 regardless of the source, or take any action or
refrain from taking any action that would cause either the
Bonds or the Parity Debt to be considered hedge bonds"
within the meaning of Section 149(g) of the Code unless the
Agency takes all necessary action to assure compliance with
the requirements of Section 149(g) of the Code to maintain
the exclusion from gross income of interest on the Bonds and
the Parity Debt for federal income tax purposes; and
6) Miscellaneous. The Agency will take no action
inconsistent with its expectations stated in that certain Tax
Certificate executed on the Closing Date by the Agency in
connection with each issuance of Bonds and Parity Debt and
will comply with the covenants and requirements stated
therein and incorporated by reference herein.
Section 19. Taxation of Leased Pro?ertv. whenever any
property in the Redevelopment Project Area has been redeveloped
and thereafter is leased by the Agency to any person or persons
o?her 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 ofthe Law,
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 orits leasehold interest,
and b) that if for any reason the taxes levied on such property
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d_#6in 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 20. Fiscal A?ent. The Agency hereby appoints U.S.
ank Trust National Association as 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.
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 having a combined capital
exclusive of borrowed capital) and surplus of at least
$75,000,000 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
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d_$6 rust 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.
The Fiscal Agent shall be obligated to perform only such
duties as are specif?cally 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 the 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
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d_%6expenses including, but not limited to reasonable attorneys'
fees) relating to i) Fiscal Agent exercising 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 21. Rebate Fund.
a) Establishinent of Rebate Fund. With respect to each
issue of Bonds and Parity Debt, unless the small issuer
exception of Section 148(f) 4) C) of the Code is applicable
to the particular bond issue, as provided in the applicable
Tax Certificate, the Fiscal Agent shall establish a special
fund with respect to the particular bond issue designated as
the Rebate Fund" the Rebate Fund"), and within the
particular Rebate Fund shall establish a Rebate Account the
Rebate Account") and comply with the requirements of the
Code. All money at any time deposited in each Rebate Fund
shall be held by the Agency in trust, for payment to the
United States Treasury. All amounts on deposit in each
Rebate Fund shall be governed by this Section 21, and the
applicable Tax Certificate, unless the Agency obtains an
opinion of Bond Counsel that the exclusion from gross income
of interest on the applicable Bonds or Parity Debt will not
be adversely affected for federal income tax purposes if such
requirements are not satisfied.
b) Dis?osition of Unexoended Funds. Any funds
remaining in each Rebate Fund after redemption and payment of
the applicable Bonds or issue of Parity Debt and any required
payments may be withdrawn by the Agency and utilized in any
manner by the Agency.
c) Survival of Def easance. Notwithstanding anything
in this Section or this Resolution to the contrary, the
obligation to comply with the requirements of this Section
shall survive the defeasance of the Bonds and the Parity
Debt.
Section 22. Lost Stolen. Destroved 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, including the payment of costs and the
posting of a surety bond if the Agency or Fiscal Agent deems such
surety bond necessary. Such new Bond shall be signed and
authenticated in such manner as determined by this resolution.
Section 23. Cancellation of Bonds. All Bonds surrendered to
the Fiscal Agent for payment at the maturity thereof or, in the
case of call and redemption prior to maturity, at the redemption
date, shall upon payment theref or be cancelled immediately and
destroyed by the, Fiscal Agent and a certificate of destruction
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d_&6 shall at the request of the Agency be transmitted to the
Treasurer. Any Bonds purchased by the Fiscal Agent as aforesaid
shall be cancelled immediately and destroyed as aforesaid.
ection 24. Amendments. This Resolution, and the rights and
obligations of the Agency and of the Owners of the Bonds issued
hereunder, 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 such 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
notifications not affecting any outstanding series of Bonds only
with the consent of the Fiscal Agent, for the purpose of curing
any ambiguities, defects or inconsistent provisions in this
Resolution or to insert such provisions clarifying matters or
questions arising under this Resolution as are necessary and
desirable to accomplish the same, provided that such modifications
or amendments do not adversely affect the rights of the Owners of
any outstanding Bonds; c) for any purpose with the consent of the
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, however1 that no such 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 thereon, 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 revenues superior to or, other than as provided in
this Resolution, 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 the Bond Insurer, which consent will not be
unreasonably withheld.
Any act done pursuant to a modification or amendment so
consented to 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 such
act may be, and may be done and performed as fully and freely as
if expressly permitted by the terms of this Resolution, and after
such consent relating to such specified matters has been given, no
Bondowner or Owner shall have any right or interest to object to
such action or in any manner to question the propriety thereof or
to enjoin or restrain the Agency or any officer thereof from
taking any action pursuant thereto.
A. Calling Bondowners' MeetinQ. If the Agency shall desire
to obtain any such consent it shall duly adopt a resolution
calling a meeting of the Bondowners for the purpose of considering
the action the consent to which is desired.
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d_'6 B. Notice of eeting. Notice specifying the purpose,
place, date and hour of such meeting shall be mailed by the
Agency, postage prepaid, to the respective registered owners of
the Bonds as their addresses appear on the registration books of
the Fiscal Agent. The place, date and hour of holding such
meeting and the date or dates of mailing such notice shall be
determined by the Agency in its discretion. Such notice shall set
forth the nature of the proposed action to which consent is
desired. The place, date and hour of holding such meeting and
the date or dates of mailing such notice shall be determined by
the Agency in its discretion.
The actual receipt by any Bondowner of notice of any such
meeting shall not be a condition precedent to the holding of such
meeting, and failure to receive such notice shall not affect the
validity of any proceedings at such meeting. A certificate by the
Secretary of the Agency approved by resolution of the Agency, that
the meeting has been called and that notice thereof has been given
as herein provided, shall be conclusive as against all parties and
it shall not be open to any Bondowner to show that he failed to
receive actual notice of such 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 Bonds, such
statement to show maturities, serial numbers and the principal
amounts so that voting qualifications can be determined. No
Bondowners shall be entitled to vote at such meeting unless their
names appear upon such 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 such statement.
D. Issuer-Owned Bonds. The Agency covenants that it will
present at the meeting a certificate, signed and verified by one
member thereof and by the Treasurer, 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 personshall be permitted at the meeting to vote or consent
with respect to any Bond appearing upon such certificate, or any
Bond which it shall be established at or prior to the meeting is
owned by the Agency or the City, directly or indirectly, and no
such Bond in this Resolution referred to as issuer-owned Bonds")
shall be counted in determining whether a quorum is present at the
meeting.
E. Ouorum 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 so 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 meeting, and the
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d_(6 meeting shall be organized by the election of a permanent chairman
and secretary. At any meeting each Bondowner shall be entitled to
one vote for every $5,000 principal amount of Bonds with respect
to which he shall be qualified to vote as aforesaid, and such vote
may be given in person or by proxy duly appointed by an instrument
in writing presented at the meeting. The Agency 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 such meeting held as aforesaid
there shall be submitted for the consideration and action of the
Bondowners a statement of the proposed action consent to which is
desired, and if such action shall be 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, and such certificate
shall constitute complete evidence of consent of the Bondowners
under the provision of this Resolution. A certificate signed and
verified by the chairman and the secretary of any such meeting
shall be conclusive evidence and the only competent evidence of
matters stated in such certificate relating to proceedings taken
at such meeting.
C. Consent Without a Meetin?. 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. A certificate by
the Agency ecretary, 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
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d_)6shall 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
Fiscal 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 Owner's address as it appears on the
Certificate Register. Said notice is only for the information of
Owners, and failure to nail such notice or any defect therein
shall not affect the validity of the proceedings theretofore taken
in the obtaining of such consent.
Section 25. Proceedin?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, and the provisions thereof 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. Said 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 generality of the
foregoing.
A. Events of Default. Each of the following shall
constitute an event of default.
1) Default in the due and punctual payment of any
installment of interest on any Bond or any Parity Bond when
and as such interest installment shall become due and payable
and such default shall have continued for a period of thirty
30) days:
2) Default in the due and punctual payment of the
principal of any Bond or any Parity Bond when and as the same
shall become due and payable, whether at maturity as therein
expressed, 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 or in Resolution No. 94- or in the Bonds or
any Parity Bond, and such default shall have continued for a
period of thirty 30) days following written notice to the
Agency; or
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d_*6 4) The Agency shall file a petition or answer 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;
In each and every event of default described in 1) or 2)
above the Fiscal Ageilt shall, with the consent of the Bond
Insurer, and in each and every case of default described in 3) or
4) above, the Fiscal Agent may, with the consent of the Bond
Insurer, and shall, with the consent of the Bond Insurer, if so
requested by the owners of not less than a majority in aggregate
principal amount of the Bonds and the Parity Bonds at the time
outstanding such request to be in writing to the Fiscal Agent and
the Agency), the Fiscal Agent shall at the direction of the Bond
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
this Resolution or Resolution No. RA 94- or in the Bonds and
the Parity Bonds to the contrary notwithstanding.
Such declaration may be rescinded by the owners of not less
than a majority of 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 Bonds and the Parity Bonds matured prior to such
declaration and all matured installments of interest if any) upon
all the Bonds and the Parity Bonds 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 thattime, on such overdue
installments of interest, so that the Agency is currently in
compliance with all payment, deposit and transfer provisions of
this Resolution, Resolution No. RA 94- and 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 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. ADDlication of Funds uDon Acceleration. All pf the
Pledged Tax Revenues and all sums in the Funds provided for in
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d_+6this Resolution, and Resolution No. RA 94- 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 Bonds and any Parity Bonds.
First, to the payment of i) the costs and expenses of
the Fiscal Agent and ii) of the Bondowners and the owners of
any Parity Bonds in declaring such event of default,
including reasonable compensation to its or their agents,
attorneys and counsel;
Second, in case the principal of 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 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;
Third, in case the principal of 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 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
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
Bonds and any Parity Bonds, then to the payment of such
principal and interest without preference or priority of
principal over 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.
C. Certain Remedies of Bondowners. Any Bondowner, with the
consent of the Bond Insurer, and the owners of any Parity Bonds,
at the direction of the Bond Insurer, shall have the right, for
the equal benefit and protection of all Bondowners 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 Resolution
No. Resolution No. 94- in the Bonds and any Parity
Bonds, and to require the carrying out of any or all
such covenants and agreements of the Agency and the
fulfillment of all duties imposed upon it by the Law;
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d_,6 2) by suit, action or proceeding in equity, to
enjoin any acts or things which are unlawful, or the
violation of the rights of any of the Bondowners or
owners of Parity Bonds; or
3) upon the happening of any event of default as
def med 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 the1trustees of an express trust.
D. Non-Waiver. Nothing in this Section or in any other
provisions of this Resolution, or in Resolution No. RA 94- or
in 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 and any Parity
Bonds to the respective Owners of the Bonds and any Parity Bonds
at the respective dates of maturity, as herein provided, or affect
or impair the right, which is also absolute and unconditional, of
such Owners to institute suit to enforce such payment by virtue of
the contract embodied in the Bonds or any Parity Bonds.
No remedy conferred hereby upon any Bondowner or owner of
Parity Bonds is intended to be exclusive of any other remedy, but
each such 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 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 said subsequent default or
breach. No delay or omission of any Bondowner 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 such default or acquiescence therein. Every
substantive right and every remedy conferred upon the Bondowners
or owner af Parity B9nds may be enforced and exercised as often as
may be deemed expedient. In case any suit, action or proceeding
to enforce any right or exercise any remedy shall be brought or
taken and should said suit, action or proceeding be abandoned, or
be determined adversely to the Bondowners or owner of Parity
Bonds, then, and in every such case, the Agency and the Bondowners
or owner of Parity Bonds shall be restored to their former
positions, rights and remedies as if such suit, action or
proceeding had not been brought or taken.
E. Actions bv Fiscal Aaent as Attorney-in-Fact. Any suit,
action or proceeding which any Owner of Bonds or 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 or Parity Bonds similarly
situated and the Fiscal Agent is hereby appointed and the
successive respective registered owners of the Bonds or Parity
Bonds issued hereunder, by taking and holding the same, shall be
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d_-6conclusively deemed so to have appointed it) the true and lawful
attorney-in-fact of the respective registered owners of the Bonds
or Parity Bonds for the purpose of bringing any such suit, action
or proceeding and to do and perform any and all acts and things
for and on behalf of the respective registered owners of the Bonds
or Parity Bonds as a class or classes, as may be necessary or
advisable in the opinion of the Fiscal Agent as such attorney-in-
fact.
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 such numbers shall not
constitute a part of the contract evidenced by the Bonds and no
liability shall hereafter attach to the Agency or any of the
officers or agents thereof because of or on account of said
numbers. Any error or omission with respect to said numbers shall
not constitute cause for refusal by the successful bidder to
accept delivery of and pay for the Bonds.
Section 27. Severabilitv. If any covenant, agreement or
provision, or any portion thereof, contained in this Resolution,
or the application thereof to any person or circumstance, is held
to be unconstitutional, invalid or unenforceable, the remainder of
this Resolution and the application of any such covenant,
agreement or provision, or portion thereof, to other persons or
circumstances, shall be deemed severable and shall not be
affected, and this Resolution and the Bonds issued pursuant hereto
shall remain valid and the 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 ar&held to beunconstitutional, invalid or unenforceable,
said duties shall be performed by the Treasurer.
Section 28. Notices to Agency and Fiscal Agent. All notices
to the Agency and the Fiscal Agent shall be personally delivered
or sent by first class mail, postage prepaid, addressed as
follows:
1) If to the Agency, to La Quinta Redevelopment
Agency, 78-495 Calle Tampico, La Quinta, California 92253
Attention: Finance Director.
2) If to the Fiscal Agent, to U.S. Bank Trust National
Association,
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d_.6 Section 29. Continuin? Disclosure. The Agency hereby
covenants and agrees that it will comply with and carry out
all of the provisions of the Continuing Disclosure
Certificate. Notwithstanding any other provision of this
Resolution, failure of the Agency to comply with the
Continuing Disclosure certificate shall not be considered an
Event of Default; however, any Participating Underwriter or
any holder or beneficial owner of the Bonds may take such
actions as may be necessary and appropriate to compel
performance, including seeking mandate or specific
performance by court order.
Section 30. Book Entry System.
a) The Bonds shall be initially delivered in the form
of a separate single certificated fully registered Bond for
each of the series and maturities set forth in Section 203
hereof. Upon initial delivery, the ownership of each Bond
shall be registered in the registration books kept by the
Trustee in the name of Cede & Co., as nominee of DTC. Except
as provided in this Resolution all of the Outstanding Bonds
shall be registered in the registration books kept by the
Fiscal Agent in the name of Cede & Co., as nominee of DTC.
b) With respect to Bonds registered in the
registration books kept by the Fiscal Agent in the name of
Cede & Co., as nominee of DTC, the Agency and the Fiscal
Agent shall have no responsibility or obligation with respect
to i) the accuracy of the records of DTC, Cede & Co. or any
Participant with respect to any ownership interest in the
Bonds, ii) the delivery to any Participant or any other
person, other than an Owner of a Bond, as shown in the
registration books kept by the Fiscal Agent, of any notice
with respect to the Bonds, including any notice of
redemption, or iii) the payment to any Participant or any
other person, other than an Owner of a Bond, as shown in the
registration books kept by the Fiscal Agent, of any amount
with respect to principal of, premium, if any, or interest on
the Bonds. The Agency and the Fiscal Agent may treat and
consider the person in whose name each Bond is registered in
the registration books kept by the Fiscal Agent as the holder
and absolute owner of such Bond for the purpose of payment of
principal, premium, if any, and interest with respect to such
Bond, for the purpose of giving notices of redemption, for
the purpose of registering transfers with respect to such
Bond, and for all other purposes whatsoever. The Fiscal
Agent shall pay all principal of, premium, if any, and
interest on the Bonds' only to or upon the order of the
respective Owners of the Bonds, as shown in the registration
books kept by the Fiscal Agent, as provided in Section 209 of
this Resolution, or their respective attorneys duly
authorized in writing, 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,
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d_/6 if 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
shown in the registration books kept by the Fiscal Agent,
shall receive a certificated Bond evidencing the obligation
of the Agency to make payments of principal, premium, if any,
and interest pursuant to this Resolution. Upon delivery by
DTC to the Fiscal Agent of written notice to the effect that
DTC has determined to substitute a new nominee in place of
Cede & Co., and subject to the provisions herein with respect
to Record Dates, the word 11Cede &?Co." in this Resolution
shall refer to such new nominee of DTC.
c) The delivery of the?Representation Letter by the
Agency and the Fiscal Agent shall not in any way limit the
provisions of Section 30(b) hereof or in any other way impose
upon the Agency or the Fiscal Agent any obligation whatsoever
with respect to persons having interests in the Bonds other
than the Owners of Bonds, as shown on the registration books
kept by the Fiscal Agent. The Fiscal Agent shall take all
action necessary to comply with all representations in the
Representation Letter with respect to the Fiscal Agent.
d) i) DTC may determine to discontinue providing its
services with respect to the Bonds at any time by giving
written notice to the Agency and the Fiscal Agent and
discharging its responsibilities with respect thereto under
applicable law.
ii) The Agency, in i'ts sole discretion and without
the consent of any other person, may terminate the
services of DTC with respect to the Bonds if the Agency
determines that:
A) DTC is unable to discharge its
responsibilities with respect to the Bonds, or
B) a continuation of the requirement that all of
the Outstanding Bonds be registered in the registration
books kept by the Fiscal Agent in the name of Cede &
Co., or any other nominee of-DTC, is not in the best
interest of the beneficial owners of the Bonds.
iii) Upon the termination of the services of DTC
with respect to the Bonds pursuant to subsection
30(d) ii) B) hereof, or upon the discontinuance or
termination of the services of DTC with respect to the
Certificates pursuant to subsection 30(d) i) or
subsection 30 d) ii) A) hereof after which no substitute
securities depository willing to undertake the functions
of DTC hereunder can be found which, in the opinion of
the Agency, is willing and able to undertake such
functions upon reasonable and customary terms, the
Agency is obligated to deliver the Bonds at the expense
of the beneficial owners of the Bonds, as described in
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d_06 this Resolution and the Bonds shall no longer be
restricted to being registered in the registration books
kept by the Fiscal Agent in the name of Cede & Co., as
nominee of DTC, but may be registered in whatever name
or names of Owners of Bonds transferring or exchanging
Bonds shall designate, in accordance with the provisions
of this Resolution.
e) Notwithstanding any other provisions of this
Resolution to the contrary, so long as any Bond is registered
in the name of Cede & Co., as nominee of DTC, 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, in the manner provided in
the Representation Letter.
Section 31. Effective Date. This Supplement to Resolution
shall take effect upon adoption.
Section 32. Rights of the Bond Insurer. The Bond Insurer is
a third party beneficiary hereunder and the terms, conditions and
obligations set forth herein which benefit the Bond Insurer are
specifically enforceable by the Bond Insurer. At such times
that the Bond Insurer is not obligate&under the Financial
Guaranty Insurance policy, the provisions herein relating to the
Bond Insurer shall cease to be in effect.
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d_16 EXECUTED the day of May, 1998.
Chairman of the La Quinta
Redevelopment Agency
ATTE?T:
Secretary of La Quinta
Redevelopinent Agency
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d_26 EXHIBIT A
FORM OF BOND)
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
COUNTY OF RIVERSIDE
LA QUINTA REDEVELOPMENT AGENCY
LA QUINTA REDEVELOPMENT PROJECT AREA NO. 1
TAX ALLOCATION REFUNDING BONDS, SERIES 1998
INTEREST RATE MATURITY DATE ORIGINAL ISSUE DATE CUSIP
May 1, 1998
PRINCIPAL AMOUNT:
REGISTERED OWNER:
The LA QUINTA REDEVELOPMENT AGENCY hereinafter sometimes
call the 11Agency"), 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
hereinaf ter 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'1) or upon request in writing made before the record date
precedingthe interest paymentdate by the owner of $1,000,000 or
more of the Bonds shall be made on the Interest Payment Date by
wire transfer in immediately available funds to an account
designated by such Bondowner, interest on such principal sum from
the interest payment date next preceding the date hereof unless
i) it is dated on or prior to the first record date in which
event from May 1, 1998, or ii) the date hereof is on an interest
payment date, in which event from that interest payment date, or
iii) it is dated after a record date but before the following
in?terest 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 March 1 and
September 1 in each year commencing on September 1, 1998. Both
principal and interest and any premium upon the redemption prior
to maturity of all or part hereof are payable in lawful money of
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d_36the United States of America, and except for interest which is
payable by check as stated above) are payable upon presentation
and surrender thereof at the corporate trust office of U.S. Bank
Trust National Association, Fiscal Agent for the Agency, in Los
Angeles, California. Interest shall be calculated on the basis of
a 360-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 La Quinta Redevelopment Agency, La Quinta
Redevelopment Project Area No. 1, Tax Allocation Refunding Bonds,
Series 1998" herein called the Bonds"), in an aggregate
principal amount of $ all of like tenor except for
bond numbers, interest rates, amounts and maturity) 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 I of Division 24 of the
Health and Safety Code of the State of California) for the purpose
of aiding.in the financing of the Redevelopment Project referred
to above. The Bonds are authorized by and issued pursuant to
Resolution No. RA adopted by the Agency on April 7, 1998 and
a Supplement to Resolution approved thereby, copies of which are
on file with the Secretary of the Agency and the Fiscal Agent
said Resolution No. RA and Supplement to Resolution being
herein collectively 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 said
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. The principal of this Bond and the interest hereon
are secured by an irrevocable pledge of, and are payable solely
out of, the Pledged Tax Revenues as such term is defined in said
Resolution) and certain other funds, all as more particularly set
forth in the Resolution. Said 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. By the acceptance of
this Bond the registered owner hereof consents to all of the
terms, conditions and provisions of said Resolution. In the
manner provided in the Resolution, said Resolution and the rights
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d_46 and obligations of the Agency and of the Bondowners may with
certain exceptions as stated in said Resolution) be modified or
amended with the consent of the Owners of sixty percent 60%) in
aggregate principal amount of outstanding Bonds, exclusive of
issuer-owned Bonds, unless the modification or amendment is for
the purpose of curing ambiguities, defects or inconsistent
provisions, in which case no Bondowners' consent is required.
The Bonds maturing on or before September 1, shall not
be subject to optional redemption prior to maturity. The Bonds
maturing on or after September 1, may be called before
maturity and redeemed at the option of the Agency, in whole or in
part from the proceeds of refunding Bonds or any other available
funds on September 1, or any Interest Payment Date
thereafter, prior to maturity in inverse order of maturity and by
lot within a maturity. Bonds called for redemption shall be
redeemed at the redemption prices expressed 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:
RedemDtion Date Redemption Price
September 1, 2007 thru August 31, 2008 102%
September 1, 2008 thru August 31, 2009 101%
September 1, 2009 and thereafter 100%
The Term Bonds maturing on September 1, 2028 shall be subject
to mandatory redemption in part, by lot, on September 1, 2013 and
on each September 1 thereafter to maturity from Minimum Sinking
Fund Payments on hand in the Bond Payment Fund, at the principal
amount of such Bonds to be prepaid, without premium, plus accrued
interest. The principal amount of such Bonds to be so prepaid and
the dates theref or shall be as set forth in the Resolution.
Notice of call and redemption prior to maturity shall be
given as provided in the Resolution.
In lieu of redemption, the Agency may direct the Fiscal Agent
to purchase any Bond subject to redemption at any time at a price
not to exceed the current redemption price on the next succeeding
interest payment date plus accrued interest, if any, to the date
of the purchase.
This Bond is issued in fully registered form and is
negotiable upon proper transfer of registration. This Bond is
transferable by the registered owner hereof, in person or by his
attorney duly authorized in writing, at the corporate trust office
of the Fiscal Agent in the City of Los Angeles, California, but
only in the manner, subject to the limitations and upon payment of
the charges provided in the Resolution, upon surrender and
cancellation of this Bond. Upon such transfer a new Bond of any
authorized denomination or denominations for the same aggregate
principal amount and maturity of the same issue will be issued to
the transferee in exchange theref or.
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d_56 The Fiscal Agent shall not be required to register the
transfer or exchange of any Bond during the period 15 days
preceding selection of Bonds for redemption and as to any Bond
selected for redemption.
The Agency and the Fiscal Agent may treat the registered
owner hereof as the absolute owner hereof for all purposes, and
the Agency and 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 Executive Director 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 May, 1998.
Executive Director of the
La Quinta Redevelopment Agency
Secretary of the La Quinta
Redevelopment Agency
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d_66 FORM OF CERTIFICATE OF AUTHENTICATION OF BONDS)
This is one of the Bonds described in the within mentioned
Resolution.
U.S. BANK TRUST NATIONAL
ASSOCIATION, Fiscal Agent
By
Authorized Signatory
FORM OF ASSIGNMENT OF BONDS)
For value received hereby sells,
assigns and transfers unto
Tax Identification No. the within-mentioned 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.
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