RDA Resolution 1985-05( RESOLUTION NO. RA-85-5
RESOLUTION CF THE LA QUINTA
REDEVELOPMENT AGENCY AUTHORIZING THE
ISSUANCE OF TAX ALLOCATION BONDS OF
SAID AGENCY IN A PRINCIPAL AMOUNT NOT
TO EXCEED TWENTY MILLION DOLLARS
$20,000,000) TO FINANCE PORTION OF THE
COST OF A REDEVELOPMENT PROJECT KNOWN
AS THE LA QUINTA REDEVELOPMENT PROJECT
TABLE OF CONTENTS
Page
Section 1. Definitions 2
Section 2. Amount, Issuance and Purpose of Bonds 5
Section 3. Nature of Bonds 5
Section 4. Description of Bonds 6
Section 5. Interest 6
Section 6. Place of Payment 7
Section 7. Forms of Bonds 7
Section 8. Execution of Bonds 8
Section 9. Registration and Exchange of Bonds 9
Section 10. Bond Register 9
Section 11. Call and Redemption of Bonds Prior to 9
Maturity.
A. Terms of Redemption 9
B. Call and Redemption 9
C. Notice of Redemption 10
D. Redemption Fund 11
E. Partial Redemption of Bonds 11
F. Effect of Redemption 11
G. Purchase of Bonds 12
i)
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( RESOLUTION NO RA-85-5
RESOLUTION OF THE REDEVELOFENT AGENCY OF
THE CITY OF LA QUTNTA AUTHORIZING THE
ISSUANCE OF TAX ALLOCATION BONDS OF SAID
AGENCY IN A PRINCIPAL AMOUNT NOT TO EXCEED
TWENTY MILLION DOLLARS $20,000,000) TO
FINANCE PORTION OF THE COST OF A
REDEVELOPENT PROJECT KNOWN AS THE LA QUINTA
REDEVELOPMENT PROJECT
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(RESOLT]TION NO. RA 85-5
Page
Section 12. Funds 12
Section 13. Sale of Bonds; Disposition of Bond Proceeds;
Redevelopment Fund 12
Section 14. Tax Revenues 13
Section 15. Special Fund 15
Section 1. Deposit and Investment of Moneys in Funds 17
Section 17. Issuance of Parity Bonds 18
Section 18. Covenants of the Agency 19
Covenant 1. Complete Redevelopment Project;
Amendment to Redevelopment Plan 19
Covenant 2. Use of Proceeds, Management and
Operation of Properties 20
Covenant 3. No Priority 2C
Covenant 4. Punctual Payment 20
Covenant 5. Payment of Taxes and Other
Charges 20
Covenant 6. Books and Accounts; Financial
Statements 21
Covenant 7. Eminent Domain Proceeds 21
Covenant 8. Disposition of Property 21
Covenant 9. Statement of Indebtedness 21
Covenant 10. Protection of Security and
Rights of Bondholders;
No Arbitrage 22
Section 19. Taxation of Leased Property 22
Section 20. Fiscal Agent 23
Section 21. Lost, Stolen, Destroyed or Mutilated Bonds 23
Section 22. Cancellation of Bonds 24
Section 23. Amendments 24
A. Calling Bondholders' Meeting 25
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(RESOLUTION NO. RA 85-5
Page
B. Notice Cf Meeting 25
C. Voting Qualifications 25
D. Issuer-Owner Bonds 26
E. Quorum and Procedure 26
F. Vote Required 26
Section 24. Proceedings Constitute Contract; Events of
Default and Remedies of Bondholders 26
A. Events of Default 27
B. Certain Remedies of Bondholders 28
C. Non-Waiver 28
D. Actions by Fiscal Agent as 29
Attorney- in-Fact
E. General 29
Section 25. CUSIP Numbers 29
Section 26. Severability 3C
Section 27. Effective Date 30
Exhibit A. Form of Bond)
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( RESOLUTION NO. RA-85-5
RESOLUTION OF THE LA QUINTA REDEVELOPENT
AGENCY AUTHORIZING THE ISSUANCE OF TAX
ALLOCATION BONDS OF SAID AGENCY IN A
PRINCIPAL AMOUNT NOT TO EXCEED TWENTY
MILLION DOLLARS $20,000,000) TO FINANCE OF
THE COST OF A REDEVELOPMENT PROJECT KNOWN AS
THE LA QUINTA REDEVELOPMENT PROJECT
WHEREAS, the Redevelopment Agency of the City of La
Quinta the Agency is a redevelopment agency a public
body, corporate and politic) duly created, established and
authorized to transact business and exercise its powers, all
under and pursuant to the Community Redevelopment Law Bart 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" ha 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, in order to raise funds for the
implementation of the Redevelopment Plan, the Agency deems it
necessary at this time to authorize the issuance of tax
refunding bonds in a principal amount not to exceed Twenty
Million Dollars $20,000,000) pursuant to this Resolution
providing for the issuance of La Quinta Redevelopment Agency,
La Quinta Redevelopment Project Tax Allocation Bonds, Series
1985," the proceeds of which will be used to finance a portion
of the costs of implementing the Redevelopment Plan;
NOW, THEREFORE, THE LA QUINTA REDEVELOPMENT AGENCY
DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS:
Section 1 Definitions. As used in this Resolution,
the following terms shall have the following meanings, unless
the context otherwise requires:
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a) 1Annual 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 inimum Sinking
Fund Payments; and/or
3) The interest which would be due during such
Bond Year on the aggregate principal amount of Bond
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 Parity Bonds already
retired in advance of the above mentioned schedule or
schedules shall be deducted pro rata from the
remaining amounts thereon.
b) Bond" or Bonds" means the La Quinta
Redevelopment Agency, La Quinta Redevelopment Project Tax
Allocation Bonds, Series 19S5," authorized by this
Resolution in a principal amount not to exceed Twenty
million Dollars $20,000,000).
c) Bond Year" means the year beginning June 2nd
and ending on the next following June 1st during the time
any Bonds are outstanding.
d) Bondholder" or Holder of Bonds, or any
similar term, means any person who shall be the registered
owner or his duly authorized attorney, trustee or repre
sentative. For the purpose of Bondholders' voting rights
or consents, Bonds owned by or held for the account of the
Agency, or the City, directly or indirectly, shall not be
counted.
e) City" means the City of La Quinta, California.
f) 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.
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g) 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.
h) Fiscal Year'1 means the year beginning July 1st
and ending on the next following June 30th.
i) 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.
j) means the Community Redevelopment Law of
the State of California as cited in the recitals hereof.
k) Maximum Annual Debt Service" means the largest
Annual Debt Service for any Bond year.
1) minimum Sinking Fund Payments" means the amount
of money to be deposited into the Term Bond Sinking Fund to
be used to redeem 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
Fayments contained in a supplemental resolution adopted for
the purposes of establishing said schedule or in any
resolution providing for the issuance of Parity Bonds.
m) Opinion of Counsel" means a written opinion of
an attorney or firm of attorneys of favorable reputation in
the field of municipal bond law. Any opinion of such
counsel may be based upon, insofar as it is related to
factual matters, information which is in the possession of
the Agency as shown by a certificate or opinion of, or
representation by, an officer or officers of the Agency,
unless such counsel knows, or in the exercise of reasonable
care should have known, that the certificate or opinion or
representation with respect to the matters upon which his
opinion may be based, as aforesaid, is erroneous.
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n) Parity Bonds" means any additional tax
allocation bonds including, Without limitation, bonds,
notes, interim certificates, debentures or other
obligations) issued by the Agency as permitted by Section
17 of this Resolution.
o) Redevelopment Agency" or 1Agency" means the
Redevelopment Agency of the City of La Quinta.
p) 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.
q) Redevelopment Project" means the La Quinta
Redevelopment Project.
r) Redevelopment Project Area" means the project
area described and defined in the Redevelopment Plan.
5) Regular Record Date" means the fifteenth day
preceding any interest payment date.
t) Reserve Requirement" means an amount equal to
Maximum Annual Debt Service.
u) 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 s@t
forth hereafter in this Resolution.
v) 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 not to
exceed Twenty Million Dollars $20,000,000) shall be issued by
the Agency for the corporate purposes of financing of a portion
of the cost of implementing the Redevelopment Plan which
constitutes a redevelopment activity" as such term is defined
in Section 3367S of the Law; and such issue of Bonds is hereby
created.
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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, 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 Agency nor any persons executing the Bonds are liable
personally on the Bonds by reason of their issuance.
The Bonds shall be and are equally secured by an
irrevocable pledge of the Tax Revenues and other funds as
hereinafter provided, without priority for number, date of
sale, date of execution or date of delivery, except as
expressly provided herein.
The validity of the Bonds is not and shall not be
dependent upon: 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 advances of its own funds,
howsoever derived, to any of the uses and purposes mentioned in
this Resolution.
If the Agency shall pay or cause to be paid, or shall
have made provision to pay upon maturity or upon redemption
prior to maturity, to the Holders of the Bonds, 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, including, without limitation, the pledge of the
Tax Revenues, and all other rights granted hereby, shall
thereupon cease, terminate and become void and be discharged
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and satisfied, and the principal of, premium, if any, and
interest on the Bonds shall no longer be deemed to be
outstanding and unpaid; provided, however, that nothing in this
Resolution shall require the deposit of more than such Federal
Securities as may be sufficient, taking into account both the
principal amount of such Federal Securities and the interest to
become due thereon, to implement any refunding of the Bonds.
In the event of such a defeasance of the Bonds, the
Fiscal Agent shall cause an accounting for such period or
periods as shall be requested by the Agency to be prepared and
filed with the Agency, and the Fiscal Agent, upon the request
of the Agency, shall release the rights of the Bondholders
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 Bonds not theretofore surrendered for
such payment or redemption.
Provision shall be made by the Agency, satisfactory to
the Fiscal Agent, for the mailing of a notice to the Holders of
such Bonds that such moneys are so available for such payment
Section 4 Description Of Bonds. The Bonds shall be
in a principal amount not to exceed Twenty Million Dollars
$20,000,000) and shall be designated LA QUINTA REDEVELOPMENT
AGENCY, LA QUINTA REDEVELOPMENT PROJECT TAX ALLOCATION BONDS,
SERIES 1985." The Bonds may be initially issued in the form of
fully registered Bonds in the denomination of $5,000 each,or
any whole multiple thereof. The Bonds shall mature on
September 1, of the years and in the amounts as hereafter set
forth.
September 1 Amount September 1 Amount
1989 $ 245,000 2001 $ 720,000
1990 265,000 2002 790,000
1991 290,000 2003 865,000
1992 320,000 2004 945,000
1993 350,000 2005 1,035,000
1994 385,000 2006 1,135,000
1995 420,000 2007 1,245,000
1996 460,000 2008 1,360,000
1997 500,000 2009 1,490,000
1998 550,000 2010 1,630,000
1999 600,000 2011 1,785,000
2000 660,000 2012 1,955,000
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Section 5. Interest. The Bonds shall bear interest at
a rate or rates to be hereafter fixed by resolution, but not
to exceed twelve percent 12%) per annum payable semiannually
on March 1 and September 1 of each year, commencing March 1,
1987, or such other dates as are established by supplemental
resolution of the Agency. Each Bond shall bear interest until
the principal sum thereof has been paid; provided, however,
that f funds are available for the payment thereof in full
accordance with the terms of this Resolution, said Bond shall
then cease to bear interest.
The Bonds shall be numbered by the Fiscal Agent as the
Fiscal Agent shall determine and shall be dated as of the dat&
of authentication thereof, except that Bonds issued upon
exchanges and transfers of other Bonds shall be dated so that
no gain or loss of interest shall result from such exchange or
transfer and Bonds issued before the first Regular Record Date
shall be dated as of September 1, l95, or such other date as
may be fixed by subsequent resolution of the Agency. 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 regular 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
Regular Record Date and before the following interest payment
date, 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 or draft mailed 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 Regular Record
Date preceding the interest payment date.
Section 6. Place of Payment. The Bonds and any
premiums upon the redemption thereof prior to maturity shall be
payable in lawful money of the United States of America and
shall be payable at the corporate trust office of the Fiscal
Agent in Los Angeles, California.
Section 7. Forms of Bonds. The Bonds shall be
substantially in the form attached hereto and by this reference
incorporated herein as Exhibit A". Such form is hereby
approved and adopted as the form of such Bonds, and of the
redemption, exchange, registration and assignment provisions
pertaining thereto, with necessary or appropriate variations,
omissions and insertions as permitted or required by this
Resolution and by any subsequent supplemental resolution of the
Agency
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(RESOLUTION NO RA 85-5
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 Bons. If the Agency issues temporary Bonds, 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, Califocnia, 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 of this
same issue. Until so exchanged, the temporary Bonds shall be
entitled to the same benefits under this Resolution as
definitive 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 by his facsimile
signature and by its Secretary by his manual or facsimile
signature, and the seal of the Agency shall be impressed,
imprinted or reproduced thereon. The foregoing officers are
hereby authorized and directed to sign the Bonds in accordance
with this Section. If any Agency member or officer whose 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 5 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 Fully Registered Bond shall be deemed
to have been duly executed if signed by an authorized officer
of the Fiscal Agent, but it shall not be necessary that the
same officer sign the certificate of authentication on all of
the Bonds that may be issued hereunder at any one time.
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(RESOLUTION NO. RA 85-5
Section 9. Registration and Exchange of Bonds.
The Bonds 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 Bond. All
of such exchanges shall be made in such manner and upon such
reasonable terms and conditions as may from time to time be
determined and prescribed by the Agency. The person, firm or
corporation requesting such exchange, shall pay any costs or
charges in connection therewith Which shall be established by
the Fiscal Agent, in addition to paying 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 $5,000 or a whole multiple thereof and
shall be of the same issue.
Section 10. Bond Register. The Fiscal Agent will
keep or cause to be kept at its principal office in the City 0
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 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 Redemption of Bonds Prior to
Maturity.
A. Terms of Redemption. The Bonds maturing on or
before September 1, 1995 are not subject to call and redemption
prior to maturity. The Bonds due on or after September 1, 1996
are subject to redemption, at the option of the agency, from
any source of funds, as a whole at any time or in part in
inverse order of maturity, and by lot within a maturity, on any
interest payment date on and after September 1, 1995 at the
following redemption prices, together with accrued interest to
the date of redemption:
Redemption Date Redemption Price
September 1, 1995 and March 1, 199...........102
September 1, 1996 and March 1, 1997...........101 1/2%
September 1, 1997 and March 1, 1998...........101
September 1, 1998 and March 1, 1999...........100 1/2%
September 1, 1999 and thereafter..............100 5
B. Call and Redemption. The Agency may and, if required
by Section 15 hereof, shall) by resolution direct the call and
redemption prior to maturity of Bonds by the Fiscal
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Agent in such amounts as funds are available therefor and shall
give notice to the Fiscal Agent of such redemption not less
than sixty 60) days prior to the redemption date.
C. Notice of Reemption. 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, and to the original purchaser(s) of the Bonds in
the case of a syndicate, to the manager thereof) not less than
thirty 30) nor more than sixty 0) 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 the
redemption date; b) state the redemption price; c) state the
numbers of the Bonds to be redeemed; provided, however, that
whenever any call for redemption includes all of the
outstanding Bonds, the numbers of the Bonds need not be stated;
d) state, as to any Bonds redeemed in part only, the
registered Bond numbers and the principal portion thereof to be
redeemed; and e) state that interest on the principal portion
of the Bonds so designated for redemption shall cease to 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.
The actual receipt by the Holder 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.
A certificate by the Fiscal Agent that notice of
redemption has been given as herein provided shall be
conclusive as against all parties, nd no Bondholder whose Bond
is called for redemption may object thereto or object to the
cessation of interest on the redemption date fixed by any claim
or showing that 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 1985, Redemption Fund" hereinafter
referred to as the Redemption Fund"). The Trustee shall make
deposits into the Redemption Fund as required by Section 15(e)
and f) hereof. There shall be set aside in the Redemption
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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 Resolution, the Bonds designated in
such notice of redemption. Said moneys must be set aside in
the Redemption Fund solely for that purpose and shall be
applied on or after the redemption date to the payment
principal and premium, if any) of the Bonds to be redeemed
upon presentation and surrender of such Bonds. Any interest
due on or prior to the redemption date shall be paid from the
Special Fund created by this Resolution upon presentation and
surrender thereof.
Partial Redemption 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.
The owner of any Bond may, in lieu of surrendering such Bond
for a new Bond, endorse on the reverse of such Bond a notation
of such partial redemption, in such form as may be satisfactory
to the Agency and the Fiscal Agent and under such conditions as
the Fiscal Agent may approve. Such partial redemption shall be
valid upon payment of the amount thereby required to be paid to
such registered owner, and the Agency and the Fiscal Agent
shall be released and discharged from all liability to the
extent of such payment irrespective of whether such endorsement
shall or shall not have been made upon the reverse of such Bond
by such registered owner and irrespective of any error or
omission in such endorsement.
F. Effect of Redemption. Notice of redemption having
been duly given as aforesaid, and moneys for payment of the
principal of, 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 Holders 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 of 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 and delivered to, or upon the
order of, the Agency.
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C. Purchase of Bonds. The Fiscal Agent, on behalf
of the Agency, is hereby authorized to purchase Bonds on the
open market at any time at a price not to exceed 102% of the
principal amount thereof or the redemption price of the
allocable Bonds on the next interest payment date plus accrued
interest, if any, to the date of purchase plus brokerage fees,
if any.
Section 12. Funds. There is hereby created with the
Treasurer a sp.cial trust fund called the La Quinta
Redevelopment Project Fund11 hereinafter sometimes called the
Redevelopment Fund"). There is hereby created with the Fiscal
Agent a special trust fund called the La Quinta Redevelopment
Proect, Special Fund" with special trust funds contained
therein and known as the Bond Interest Fund", Bond Payment
Fund", and the Debt Service Reserve Fund." There is also
created with the Treasurer 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; Dispostion of Bond
Proceeds; Redevelopment 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 plus an amount sufficient to pay interest due on the
Bonds to and including March 1, 1986;
2) Deposit in the Debt Service Reserve Fund a sum
equal to one-half 1/2) of the Reserve Requirement;
3) Pay the necessary expenses in connection with the
issuance and sale of the Bonds and fees of the Fiscal Agent
and Paying Agents;
4) After making the above deposits, the balance of
the proceeds from the sale of the Bonds if any, shall be
transferred to the Treasurer who shall place the same in
the Redevelopment Fund.
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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 necessary expenses in connection with the
issuance and sale of the Bonds and fees of the Fiscal Agent
and Paying Agents not otherwise paid under paragraph A
above.
If any sum 1?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 roll used in
connection with the taxation of such property by such
taxing agency last equalized prior to December 29, 1983,
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shall be allocated to and when collected shall be paid into
the funds of the respective taxing agencies as taxes by or
for the taxing agencies on all other property are paid; and
b) That portion of said levied taxes each year in
excess of such amount shall be allocated to and when
collected shall be paid into the Special Fund of the
Agency. Such portion plus State reimbursed amounts for
certain property tax exemptions, including those related to
business inventory, to the extent received), subject to
such exclusions and deductions as are set forth in
proceedings for the adoption of the Redevelopment Plan, is
herein referred to as Tax Revenues."
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.
The Tax Revenues allocated to 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 Bonds as in this Resolution provided, and until
all of the Bonds and all interest thereon, have been paid or
until moneys for that purpose have been irrevocably set aside),
the Tax Revenues subject to the exception set forth in Section
15(f)) shall be applied solely to the payment of the Bonds and
the interest thereon as in this Resolution provided. Such
allocation and pledge is for the exclusive benefit of the
Holders of the Bonds and shall be irrevocable.
Section 3645 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. Special Fund. All Tax Revenues, and
other moneys identified herein, shall be deposited in the
Special Fund in accordance with this Section. The interest on
the Bonds until maturity shall be paid by the Fiscal Agent from
the Special Fund. At the maturity of the Bonds, and, after all
interest then due on the Bonds then outstanding has been paid
or provided for, moneys in the Special Fund shall be applied to
the payment of the principal of any 0 such Bonds.
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Without limiting the generality of the foregoing and
for the purpose of assuring that the payments referred to above
will be made as scheduled, the Tax Revenues accumulated in the
Special Fund shall be used in the following priority; provided,-
however, that to the extent that deposits have been made in any
of the 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 Interest Fund on February 28 and August 31 50 that
the amount in said Fund on said date shall be equal to the
aggregate amount of interest becoming due and payable on
the then outstanding Bonds on the next succeeding interest
payment date. money in the Bond Interest Fund shall be
used for the payment of interest on the Bonds as the same
becomes due.
b) Bond Payment Fund. After the deposits have been
made pursuant to subparagraph a) above, deposits shall
next be made into the Bond Payment Fund so that the balance
in said Fund on August 31 of each year is equal to the
principal coming due in the then outstanding Bonds 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 Fund if
necessary, in order to cause the amount on deposit therein
to equal the Reserve Requirement. money in the Debt
Service Reserve Fund shall be transferred to the Bond
Interest Fund, Bond Payment Fund to pay interest on and
principal of the Bonds as it becomes due to the extent Tax
Revenues are insufficient therefor. Any portion of the
Debt Service Reserve Fund which is in excess of the Reserve
Requirement shall be transferred to the Bond Interest Fund.
d) Holding Fund. The Fiscal Agent shall set aside
from the Special Fund and deposit in the Holding Fund all
moneys then remaining in the Special fund after the above
mentioned transfers have taken place; provided, however,
that if 125% of Annual Debt Service was placed in the
Special Fund on such year, the Agency is not in default
under the Resolution and the Debt Service Reserve fund is
equal to Naximum Annual Debt Service, all money then
remaining in the Holding Fund, may be set aside and
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
Fund, the Bond Payment Fund, and the Debt Service Fund, in
such order, in the event of any deficiency at any time in
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such Funds, or for the purpose of paying the interest on or
redemption premiums, if any, on the Bonds, in the event
that no other money of the Agency is lawfully available
therefor, or for the retirement of all the Bond 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 Bonds.
Any remaining Tax Revenues after providing for a), b),
c), and d) above may be used in a manner provided by law for
the purpose of aiding in financing the Prcject, including early
redemption or purchase of the Bonds, as provided in the
Resolution.
Secticn 16. Deposit and Investment of Moneys in
Funds. Subject to the provisions of Covenant 9 of Section 18
hereof, all moneys held by the Agency in the Redevelopment Fund
and by the Fiscal Agent in the Special Fund, except such moneys
which are at the time invested in obligations in which the
Agency is authorized to make investments, shall be held in time
or demand deposits in any bank or trust company authorized to
accept deposits of public funds including the banking
department of the Fiscal Agent) and all of such deposits shall
be 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.
Moneys in the Redevelopment Fund may from time to time
be invested by the Agency, and moneys in the Special Fund may,
and, upon written request of the Agency, shall, be invested by
the Fiscal Agent, with prior approval of the Agency Finance
Officer, as provided by law, subject to the following
restrictions:
a) Moneys in the Redevelopment Fund shall be
invested only in obligations which will by their terms
mature not later than the date the Agency estimates the
moneys represented by the particular investment will be
needed for withdrawal from such Fund.
b) Moneys in the Bond Interest Fund of the Special
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 there will be in such Fund, from
matured obligations and other moneys already in such Fund,
cash equal to the interest payable on such date.
c) 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.
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Except as otherwise provided in Section 13 hereof,
obligations purchased as an investment of moneys in any of said
Funds shall be deemed at all times to be a part of such 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
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. If at any time
the Agency determines it needs to do so, the Agency may provide
for the issuance of, and sell, Parity Bonds in such principal
amounts as it estimates will be needed for such 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 Fund in an amount sufficient, together with the
balance of the Debt Service Reserve Fund, to equal the
Naximum Annual Debt Service on all Bonds expected to be
outstanding including the outstanding Bonds and Parity
Bonds, iii) the disposition of Surplus Tax Revenues in
substantially the same manner as Section 15(f) hereof;
c) Receipt of a certificate of the Executive
Director of the Agency showing:
i) For the current and each future Bond Year
the 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;
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ii) For the then current Bond Year, A) the Tax
Revenues to be received by the Agency based upon the
most recent assessed valuation of taxable Property in
the Redevelopment Project Area certified by the
appropriate officer of the County of Riverside plus
B) additional 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 for which a building
permit has been issued and for which there is evidence
of construction activity on the site, or construction
for which a binding contract therefor has been
executed by and between the Agency and a developer
deemed to be financially re3ponsible by the Agency; and
iii) That for the then current Bond Year, A) the
Tax Revenues referred to in item ii)(A) are at least
equal to 1.10 times the maximum annual debt service
referred to in item i) above, and B) the Tax
Revenues referred to in item ii)(A) and ii)(B) above
plus other revenues, investment income and funds
reasonably expected by the Agency to be available for
debt service, exclusive of any non-recurring revenues,
are at least equal to 1.25 times the maximum annual
debt service referred to in item i) above.
d) The issuance of such Parity Bonds shall have been
recommended by an opinion of an Independent Financial
Consultant.
e) Such Parity Bonds shall mature on September 1 and
interest thereon shall be payable on March 1 and September
1, subject to such dates being changed by a supplemental
resolution of the Agency.
Section 18. Covenants of the Agency. As long as the
Bonds are outstanding and unpaid, the Agency shall through its
proper members, officers, agents or employees) faithfully
perform and abide by all of the covenants, undertakings and
provisions contained in this Resolution or in any Bond issued
hereunder, including the following covenants and agreements for
the benefit of the Bondholders which are necessary, convenient
and desirable to secure the Bonds and will tend to make them
more marketable; provided, however, that said Covenants do not
require the Agency to expend any funds other than the Tax
Revenues:
Covenant 1. Complete Redevelopment Project;
Amendment to Redevelopment Plan. The Agency covenants and
agrees that it will diligently carry out and continue to
completion, ith all practicable dispatch, the Redevelopment
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Project in accordance with its duty to do so under and in
accordance with the Law and the Redevelopment Plan and in a
sound and economical manner. The Redevelopment Plan may be
amended as provided in the Law but no amendment shall be made
unless it will not substantially impair the security of the
Bonds or the rights of the Bondholders, 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, management and
Operation of Properties. The Agency covenants and agrees that
the proceeds of the sale of the Bonds will be deposited and
used as provided in this Resolution and 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 Priority. The Agency covenants and
agrees that it will not issue any obligations payable, either
as to principal or interest, from the Tax Revenues which have,
or purport to have, any lien upon the Tax Revenues prior or
superior to the lien of the. Bonds herein authorized. Except as
permitted by Section 17 hereof, it will not issue any
obligations, payable as to principal or interest, from the Tax
Revenues, which have, or purport to have, any lien upon the Tax
Revenues on a parity with the bonds herein authorized.
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 Tax Revenues, if such refunding obligations are
issued for the purpose of, and are sufficient for the purpose
of, refunding all of the outstanding Bonds or Parity Bonds, or
ii) from issuing and selling obligations which have, or
purport to have, any lien upon the 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 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 0 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
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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 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 thi3 Covenant shall require the Agency to make any
such payment so long as the Ageny in good faith shall contest
the validity thereof.
Covennt 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 Tax Revenues and
other funds relating to said Project, and will prepare within
one hundred and eighty 18C) 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 Tax Revenues and other funds, accompanied by an
opinion of an Independent Certified Public Accountant appointed
by the Agency, and will furnish a copy of such statement or
statements to the Fiscal Agent, the original purchaser(s) of
the Bonds in the case of a syndicate, the manager thereof),
and any rating agency which maintains a rating on the Bonds,
and, upon written request, tc any Bondholder.
Covenant 7. eminent domain Proceeds. The Agency
covenants and agrees that if all or any part of the
Redevelopment Project Area should be taken from it without its
consent, by eminent domain proceedings or other proceedings
authorized by law, for any public or other use under which the
property will be tax exempt, the net proceeds realized by the
Agency therefrom will be deposited in the Special Fund and used
and applied for the purpose of paying principal of and interest
on the Bonds as in this Resolution provided.
Covenant 8. Disposition of Property. The Agency
covenants and agrees that it will not dispose of more than ten
percent 10%) of the land area in the Redevelopment Project
Area except property shown in the Redevelopment Plan in effect
on the date this Resolution is adopted as planned for public
use, or property to be used for public streets, public
offstreet parking, sewage facilities, parks, easements or
right-of-way for public utilities, or other similar uses) to
public bodies or other persons or entities whose property is
tax exempt, unless such disposition will not result in the
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security of the Bonds or the rights of Bondholders 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 3365 of the
Law.
Covenant 10. Protection of Security and Rights of
Bondholders; No Arbitrage. The Agency covenants and agrees to
preserve and protect the security of the Bonds and the rights
of the Bondholders and 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 Bondholders 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 a) the Tax Revenues being
withheld unless the withholding thereof is being contested in
good faith, and b) the interest received by the Bondholders
becoming taxable under federal income tax laws. The Agency
covenants and agrees that it will make no use of the proceeds
of the Bonds at any time during the term thereof which will
cause such Bonds to be arbitrage bonds' within the meaning of
Section 103(c) of the United States Internal Revenue Code of
1954, as amended, and applicable regulations adopted thereunder
by the Internal Revenue Service, and the Agency hereby assumes
the obligation to comply with such Section 103(c) and such
regulations throughout the term of the Bonds.
Section 19. Taxation of Leased Property. Whenever
any property in the Redevelopment Project Area has been
redeveloped and thereafter is leased by the Agency to any
person or persons other than a public agency) or whenever the
Agency leases real property in the Redevelopment Project Area
to any person or persons other than a public agency) for
redevelopment, the property shall be assessed and taxed in the
same manner as privately owned property, as required by Section
33673 of the 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
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or its leasehold interest, and b) that if for any reason the
taxes levied on such property in any year during the term of
the lease or contract are less than the taxes which would have
been levied if the entire property had been assessed and taxed
in the same manner as privately owned property, the lessee
shall pay such difference to the Agency within thirty 30) days
after the taxes for such year become payable to the taxing
agencies and in no event later than the delinquency date of
such taxes established by law. All such payments shall be
treated as Tax Revenues, and when received by the Agency shall
be deposited in the Special Fund.
Section 20. Fiscal Agent. Prior to the delivery of
the Bonds, the Agency shall appoint a Fiscal Agent to act as
the agent, trustee and depositary of the Agency for the purpose
of receiving Tax Revenues and other funds in trust as provided
in this Resolution, to hold, allocate, use and apply such Tax
Revenues and other funds in trust as provided in this
Resolution, and to perform such other duties and powers of the
Fiscal Agent as are prescribed in this Resolution and any
supplemental resolution of the Agency.
The Agency may remove the Fiscal Agent initially
appointed or any successor thereto and in such case shall
forthwith appoint a successor thereto, but any successor shall
be a bank or trust company doing business and having an office
in the City of Los Angeles, having a combined capital and
surplus of at least $i00,000,000. The Fiscal Agent herein
appointed or any substituted Fiscal Agent may at any time
resign as such by filing a written notice with the Agency in
which event the Agency shall forthwith appoint a substitute
Fiscal Agent and the resignation shall become effective upon
appointment. In the event that the Fiscal Agent or any
successor becomes incapable of acting as such, the Agency shall
forthwith appoint a substitute Fiscal Agent. Any bank or trust
company into which the Fiscal Agent may be merged or with which
it may be consolidated shall become the Fiscal Agent without
action of the Agency. The Fiscal Agent may become the owner of
any of the Bonds authorized by this Resolution with the same
rights it would have had if it were not the Fiscal Agent.
The Fiscal Agent shall have no duty or obligation
whatsoever to enforce the collection of or to exercise
diligence in the enforcement of the collection of funds
assigned to it hereunder, or as to the correctness of any
amounts received, but its liability shall be limited to the
proper accounting for such funds as it shall actually receive.
The recitals of fact and all promises, covenants and
agreements herein and in the Bonds shall be taken as
statements, promises, covenants and agreements of the Agency,
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(RESOLUTION NO RA 85-5
and the Fiscal Agent assumes no responsibility for the
correctness of same, and makes no representations as to the
validity or sufficiency of this Resolution or of the Bonds, and
shall incur no responsibility in respect thereof, other than in
connection with the duties or obligations herein or 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.
Section 21. Lost, Stolen, Destroyed or Nutilated
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 deems such
surety bond necessary, as may from time to time be determined
and prescribed by resolution. The Agency may authorize such
new Bond to be signed and authenticated in such manner as it
determines in said resolution.
Section 22. 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 therefor
be cancelled immediately and forthwith transmitted to the
Treasurer or destroyed by the Fiscal Agent at the direction of
the Agency, in which latter event a certificate of destruction
shall forthwith be transmitted to the Treasurer. Any Bonds
purchased by the Fiscal Agent as aforesaid shall be cancelled
immediately and forthwith transmitted to the Treasurer or
destroyed as aforesaid. All of the cancelled Bonds not
destroyed shall remain in the custody of the Treasurer until
destroyed pursuant to authorization.
Section 23. Amendments. This Resolution, and the
rights and obligations of the Agency and of the Holders of the
Bonds issued hereunder, may be modified or amended at any time
by 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 Bondholders, 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 notification 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
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the Bondholders holding Sixty percent 6C%) in aggregate
principal amount of the outstanding Bonds, exclusive of Bonds,
if any, owned by the Agency or the City, and obtained as
hereinafter set forth; provided, however, that no such
modification or amendment shall, without the express consent of
the registered owner 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 crate a mortgage, pledge or lien upon the revenues
superior to or on a parity with the pledge and lien created for
the Bonds and ny Parity Bonds or reduce the percentage of
consent required for amendment or modification.
Any act done pursuant to a modification or amendment
so consented to shall be binding upOn the Holders of all of the
Bonds and shall not be deemed an infringement of any of the
provisions of this Resolution or of the aw, whatever the
character of such act may be, and may be done and performed as
fully and freely as if expressly permitted by the terms of this
Resolution, and after such consent relating to such specified
matters has been given, no Bondholder or Holder shall have any
right or interest to object to such action or in any manner to
question the propriety thereof or to enjoin or restrain the
Agency or any officer thereof from taking any action pursuant
thereto.
A. Calling Bondholders' meeting. If the Agency
shall desire to obtain any such consent it shall duly adopt a
resolution calling a meeting of the Bondholders for the purpose
of considering the action the consent to which is desired.
B. Notice of meeting. Notice specifying the
purpose, place, date and hour of such meeting shall be mailed,
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 cqnsent 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 Bondholder of notice of any
such meeting shall not be a condition precedent to the holding
of such meeting, and failure to receive such notice shall not
affect the validity of 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
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(RESOLUTION NO RA 85-5
conclusive as against all parties and it shall not be open to
any Bondholder to show that he failed to receive actual notice
of such meeting.
C. Voting Cualifications. The iscal 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 Bondholders shall be entitled to vote at such
meeting unless their names appear upon such statement. No
Bondholders shall be permitted to vote with respect to a larger
aggregate principal amount of Bonds than is set against their
names on such 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 person shall be permitted at the meeting to
vote or consent with respect to any Bond appearing upon such
certificate, or any Bond which it shall be established at or
prior to the meeting is owned by the Agency or the City,
directly or indirectly, and no such Bond in this Resolution
referred to as issuer-owned Bonds'1) shall be counted in
determining whether a quorum is present at the meeting.
F. Quorum and Procedure. A representation of at
least siXty percent 60%) in aggregate principal amount of the
Bonds then outstanding exclusive of issuer-owned Bonds, if
any) shall be necessary to constitute a quorum at any meeting
of Bondholders, but 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 meeting shall be organized by
the election of a permanent chairman and secretary. At any
meeting each Bondholder shall be entitled to one vote for every
$5,000 principal amount of Bonds with respect to which 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 Bondholders, but shall not be
required to do so.
Vote Required. At any such meeting held as
aforesaid there shall be submitted for the consideration and
action of the Bondholders a statement of the proposed action
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(RESOLUTION NO. RA B5-5
consent to which is desired, and if such action shall be
consented to and approved by Bondholders holding at least sixty
percent 60%) in aggregate principal amount of the Bonds then
outstanding exclusive of issuer-owned Bonds) the chairman and
secretary of the meeting shall so certify in writing to the
Agency, and such certificate shall constitute complete evidence
of consent of the Bondholders 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.
Section 24. Proceedings Constitute Contract;
Events of Default and Remedies of Bondholders. The provisions
of this Resolution, of the resolutions providing for the sale
of the Bonds and awarding the Bonds and fixing the intere5t
rate or rates thereon, and of any other resolution supplementing
or amending this Resolution, shall constitute a contract
between the Agency and the Bondholders, and the provisions
thereof shall be enforceable by any Bondholder for the equal
benefit and protection of all Bondholders similarly situated by
mandamus, accounting, mandatory injunction or any other suit,
action or proceeding at law or in equity that is now or may
hereafter be authorized under the laws of the State of
California in any court of competent jurisdiction. 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 when and as
such interest installment shall become due and payable:
2) Default in the due and punctual payment of
the principal of any 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 the Bonds, and such
default shall have continued for a period of thirty
30) days following written notice to the Agency; or
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
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(RESOLUTION NO. RA 85-5
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 Agent shall, and in each and every case of
default described in 3) or 4) above, the Fiscal Agent may,
and shall if so requested by the holders of not less than a
majority in aggregate principal amount of the Bonds at the time
outstanding such request to be in writing to the Fiscal Agent
and the Agency), declare the principal of all of the Bonds then
outstanding and the interest accrued thereon, to be due and
payable immediately, and upon any such declaration the same
shall become and shall be immediately due and payable, anything
in the Resolution or in the Bonds to the contrary
notwithstanding.
Such declaration may be rescinded by the holders 0
not less than a majority of the 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 matured prior to such declaration and all matured
installments of interest if any) upon all the Bonds, with
interest at the rate of twelve percent 12%) per annum on such
overdue installments of principal and, to the extent such
payment of interest on interest is lawful at that time, on such
overdue installments of interest, so that the Agency is
currently in compliance with all payment, deposit and transfer
provisions of this Resolution, and an amount sufficient to pay
any expenses incurred by the Fiscal Agent in connection with
such default.
B. Certain Remedies of Bondholders. Any Bondholder
shall have the right, for the equal benefit and protection of
all Bondholders 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 in the
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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(RESOLUTION NO. RA 85-5
2) by suit, action or proceeding in equity, to
enjoin any acts or things which are unlawful, or the
violation of any of the Bondholders rights; or
3) upon the happening of any event of default
as defined in this Section), by suit, action or
proceeding in any court of competent jurisdiction, to
require the Agency and its members and employees to
account as if it and they were the trustees of an
express trust.
C* on-Waiver. Nothing in this Section or in any
other provisions of this Resolution, or in the Bonds, shall
affect or impair the obligation of the Agency, which is
absolute and unconditional, to pay the principal of and
interest on the Bonds to the respective holders of the Bonds at
the respective dates of maturity, as herein provided, or affect
or impair the right, which is also absolute and unconditional,
of such Holders to institute suit to enforce such payment by
virtue of the contract embodied in the Bonds
No remedy conferred hereby upon any Bondholder 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 Bondholder 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 Bondholder to exercise any right or
power accruing upon any default shall impair any such right or
power or shall be construed as a waiver of any such default or
acquiescence therein. Every substantive right and every remedy
conferred upon the Bondholders may be enforced and exercised as
often as may be deemed expedient. In case any suit, action or
proceeding to enforce any right or exercise any remedy shall be
brought or taken and should said suit, action or proceeding be
abandoned, or be determined adversely to the Bondholders, then,
and in every such case, the Agency and the Bondholders shall be
restored to their former positions, rights and remedies as if
such suit, action or proceeding had not been brought or taken.
D. Actions by Fiscal Agent as Attorney-in-Fact. Any
suit, action or proceeding which any Holder of 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 Holders of Bonds similarly situated and the
Fiscal Agent is hereby appointed and the successive respective
registered owners of the Bonds issued hereunder, by taking and
holding the same, shall be conclusively deemed so to have
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!(RESOLTITION NO. RA 85-5
appointed it) the true and lawful attorney-in-fact of the
respective registered owners of the 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 as a class or
classes, 5 may be necessary or advisable in the opinion of the
Fiscaj A9t as sh attorney-in-fact.
E. general. After the issuance and delivery of the
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 25. CUSIF Numbers. CUSIF 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 fcr refusal by the successful bidder
to accept delivery of and pay for the Bonds.
Section 26. Severability. If any covenant, agreement
or provision, or any portion thereof, contained in this
Resolution, or the application thereof to any person or
circumstance, is held to be unconstitutional, invalid or
unenforceable, the remainder of this Resolution and the
application of any such covenant, agreement or provision, or
portion thereof, to other persons or circumstances, shall be
deemed severable and shall not be affected, and this Resolution
and the Bonds issued pursuant hereto shall remain valid and the
Bondholders shall retain all valid rights and benefits accorded
to them under this Resolution and the Constitution and the laws
of the State of California. If the provisions relating to the
appointment and duties of a Fiscal Agent are held to be
unconstitutional, invalid or unenforceable, said duties shall
be performed by the Treasurer.
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"(RESOLUTION NO. RA B5-5
Section 27. Effective Date. This Resolution shall
take effect upon adoption.
ADOPTED AND APPROVED the 30th day of July, 1985.
L<j<
ChaiAna the La Quinta
Reeloprnent Agency
SEAL)
ATTEST:
Secetary of the La Quinta
Redevelopment Agency
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#(RESOLUTION NO. RA 85-5
STATE OF CALIFORNIA SECRETARY'S CERTIFICATE
COUNTY OF RIVERSIDE ss. RE ADOFTION OF RESOLUTION
CITY OF LA QUINTA
I, Frank M. Usher, Secretary of the La Quinta
Redevelopment Agency, DO HEREBY CERTIFY that the foregoing
Resolution was duly adopted by said Agency at an adjourned
regular meeting of said Agency held on the 30th day of July,
1985, and that the same was passed and adopted by the following
vote to wit:
AYES: Members A11en Bohnenberger, Pena, Wolff
and Chairman Cox.
NOES: Members None.
ABSENT: Members None.
ABSTAIN: Nembers None.
Sretary of La uinta
Redevelopment Agency
SEAL)
STATE OF CALIFORNIA SECRETARY'S CERTIFICATE
COUNTY OF RIVERSIDE ss. OF AUTHENTICATION
CITY OF LA QUINTA
I, Frank M. Usher, Secretary of the La Quinta
Redevelopment Agency, DO HEREBY CERTIFY that the above and
foregoing is a full, true and correct copy of Resolution
No. of said Agency and that said Resolution was
adopted at the time and by the vote stated on the above
certificate, and has not been amended or repealed.
Secretary of the La Quinta
Redevelopment Agency
SEAL)
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$(RESOLUTION NO. RA 85-5
EXHIBIT A
FORM OF BOND)
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
COUNTY OF RIVERSIDE
CITY OF LA QUINTA
LA QUINTA REDEVELOPMENT AGENCY
LA QUINTA REDEVELOPMENT PROJECT
TAX ALLOCATION BONDS, SERIES 195
The LA QUINTA REDEVELOPMENT AGENCY hereinafter
sometimes call the Agency"), a public body, corporate and
politic, duly organized and existing under the laws of the
State of California, for value received, hereby promises to pay
but solely out of the funds hereinafter mentioned)
to or registered assigns herein
sometimes referred to as registered owner"), subject to the
right of prior redemption hereinafter mentioned, the principal
sum of Dollars $___________ on
September 1, and to pay such registered owner on each
interest payment date by check or draft mailed 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
preceding each interest payment date the regular record
date"), interest on such principal sum from the interest
payment date next preceding the date hereof Unless i) it is
dated prior to the first regular payment date in which event
from September 1, 1985, 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 regular record date
but before the following interest payment date and if the
Agency shall not default in the payment of interest due on such
interest payment date, in which event it shall bear interest
from such interest payment date) until the principal hereof
shall have been paid or provided for in accordance with the
Resolution hereinafter referred to, at the rate
of percent %) per annum payable
semiannually on March 1 and September 1 in each year commencing
on March 1, 1986. Both principal and interest and any premium
upon the redemption prior to maturity of all or part hereof are
payable in lawful money of the United States Cf America, and
except for interest which is payable by check or draft as
stated above) are payable at the corporate trust office
of Fiscal Agent for the Agency,
in Los Angeles, California.
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%(RESOLUTION NO RA 85-5
This Bond, the interest hereon and any premium due
uponhe 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 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 Redevelopment Agency of the City of
La Quinta Project Tax Allocation Bonds,
Series 1985" herein called the Bonds"), in an aggregate
principal amount of $_________ all of like tenor except for
band 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 1 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.
adopted by the Agenoy on 1985 copies of which
are on file with the Secretary of the Agency and the Fiscal
Agent said Resolution No. being herein 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 Bondholders, and for a statement of
the rights of the Bondholders. 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 and
obligations of the Agency and of the Bondholders may with
certain exceptions as stated in said Resolution) be modified or
amended with the consent of the Holders of sixty percent 60%)
in aggregate principal amount of outstanding Bonds, exclusive
of issuer-owned Bonds, unless the modification or amendment is
for the purpose of curing ambiguities, defects or inconsistent
provisions, in which case no Bondholders' consent is required.
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&(RESOLUTION NO. RA 85-5
The principal of this Bond and the interest hereon are
secured by an irrevocable pledge of, and are payable solely out
of, the 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.
The outstanding Bonds, or any of them, maturing on or
after September 1, 1996 may be called before maturity and
redeemed at the option of the Agency, in whole from the
proceeds of refunding bonds and other available funds, or in
whole or in part from any other source of funds on September 1,
1995 or on any interest payment date thereafter prior to
maturity in reverse order of maturity and by lot within any one
maturity. Bonds so called for redemption shall be redeemed at
a redemption price for each redeemed Bond equal to the
principal amount thereof, plus accrued interest to the
redemption date plus a premium of two percent 2%) for Bonds
redeemed on the first available redemption date decreasing by
one-half percent 1/2%) for each year or fraction thereof
between the first available redemption date as set forth above
and the actual date of the call and redemption for all or a
portion of the Bonds so redeemed. The interest payment date on
which Bonds are to be presented for redemption is herein
sometimes called the redemption date." Notice of call and
redemption prior to maturity shall be given as provided in the
Resolution.
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 therefor.
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.
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'(RESOLUTION NO RA 85-5
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 law
of the Stat of California
IN WITNESS WHEREOF, the Redevelopment Agency of the
City of La Quinta has caused this Bond to be signed on its
behalf by the facsimile signature of its Chairman and by the
manual or facsimile signature of its Secretary, and the seal of
said Agency to be reproduced hereon, all as of the 30th day
of July, 1985
SEAL)
ffi ffi
Secretary of the L Quinta
Redevelopment Agency
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((RESOLUTION NO RA B5-5
FORM OF CERTIFICATE OF AUTHENTICATION OF BONDS)
This is one of the Bonds described in the Within
mentioned Resolution.
Fiscal Agent
By____________________________
Authorized Officer
FCRM OF ASSICNMENT OF BONDS)
For value received hereby sells,
assigns and transfers
unto
the within-mentioned Bonds and
hereby irrevocably constitutes and appoints
attorney, to transfer the ame on the books of the Fiscal Agent
with full power of substitution in the premises.
Dated
NOTE:
The signature to this assignment must correspond
with the name as written on the face of the
within Bond in every particular, without
alterations or enlargement or any change
whatsoever.
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