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RDA Resolution 1991-10D RESOLUTION NO. RA9l-l0 RESOLUTION OF THE BOARD OF DIRECTORS OF THE LA QUINTA REDEVELOPMENT AGENCY FIXING THE TIME AND PLACE FOR TAKING BIDS FOR $ 8,700,000 OF LA QUINTA REDEVELOPMENT AGENCY1 LA QUINTA REDEVELOPMENT PROJECT, TAX ALLOCATION BONDS, SERIES 1991, DIRECTING PUBLICATION OF NOTICE INVITING BIDS AND APPROVING CERTAIN OTHER DOCUMENTS IN CONNECTION THEREWITH WHEREAS, the Board of Directors the Board") for the La Quinta Redevelopment Agency the Agency") deems it proper and necessary to invite bids for La Quinta Redevelopment Project, Tax Allocation Bonds, Series 1991 in a principal amount of $ 8,700,000 the Bonds") to be authenticated and delivered by Security Pacific National Bank, N.A., as fiscal agent the Fiscal Agent") and that if bids are satisfactory, the Bonds shall be sold in the manner and at the time and place hereinafter set forth; and WHEREAS, there has been presented to this Board the following documents: 1. a Supplement to Resolution No. RA 91-10 of the La Quinta Redevelopment Agency authorizing the issuance of tax allocation bonds of said Agency in a principal amount of*700,000 Dollars $ 8,700,00() to finance a portion of the cost of a redevelopment project known as the La Quinta Redevelopment Project the Resolution of Issuance"). 2. the Preliminary Official Statement prepared by Fieldman, Rolapp & Associates the Preliminary Official Statement"). 3. a bond counsel agreement with Stradling, Yocca, Carlson & Rauth NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE LA QUINTA REDEVELOPMENT AGENCY DOES HEREBY RESOLVE, DETERMINE AND ORDER as follows: SECTION 1. That sealed proposals for the purchase of Bonds in the amount of $*0be received*by this Board at the office of Fieldman, Rolapp & Associates, 2100 S.E. Main Street, Second Floor, Irvine, California 92714, on October 8, 1991, up to the hour of 11:00 A.M. SECTION 2. That the Secretary of this Board is authorized and directed to publish a notice inviting such sealed proposals by one insertion in The Bond Buyer, a newspaper of general circulation, circulated within the State of California, said publication to be at least fifteen 15) days prior to the date of opening bids stated in said notice. BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 DRESOLUTION NO. RA 91-10 The notice shall be substantially as set forth in Exhibit A attached hereto. SECTION 3. The Preliminary Official Statement relating to the Bonds presented at this meeting is hereby approved in substantially the form presented, with such changes thereto as may be approved by any officer of the Agency. The execution of the Preliminary Official Statement by the Chairman of the Board, and in the absence of the Chairman, any other member of the Board or the Executive Director of the Agency, and the printing and distribution thereof in both preliminary and final forms) in connection with the sale of the Bonds, with such changes as are approved or required as set forth above, are hereby authorized, approved and directed. The Chairman of the Board or the Executive Director of the Agency is hereby authorized to certify to Fieldman, Rolapp & Associates prior to the distribution of the Preliminary Official Statement that the Preliminary Official Statement is deemed final by the Agency within the meaning of Rule 15c2-12 of the Securities and Exchange Commission. SECTION 4. Fieldman, Rolapp & Associates is hereby authorized and directed to cause to be furnished to prospective bidders copies of a notice inviting proposals, the bid form and the Preliminary Official Statement; but the failure, in whole or in part, to comply with this section shall not in any manner affect the validity of the sale of said Bonds. Said notice and bid form shall be substantially as set forth in Exhibit B attached hereto. SECTION 5. The form of the Resolution of Issuance presented at this meeting is hereby approved in substantially the form presented. SECTION 6. That the bond counsel agreement with Stradling, Yocca, Carlson & Rauth is approved. SECTION 7. The officers of the Agency are hereby authorized and directed, jointly and severally, to do any and all things, to execute and deliver any and all documents, which in consultation with the Staff and Bond Counsel, they may deem necessary or advisable in order to consummate the issuance, sale and delivery of the Bonds, or otherwise to effectuate the purposes of this Resolution, and any such actions previously taken by such officers are hereby ratified and confirmed. SECTION 7. This Resolution shall take effect from and after its date of adoption. 09/04*9l 6858u/2588/14 2- BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 DRESOLUTION NO. RA 91-10 ADOPTED, SIGNED, APPROVED, THIS 9TH DAY OF PTEMBER1 1991. 09/04/91 6658u/2588/14 3- BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 DRESOLUTION NO. RA 91-10 STATE OF CALIFORNIA ss. COUNTY OF RIVERSIDE I,Saundra L.Juhol* Secretary of the Board of Directors of the La Quinta Redevelopment Agency, DO HEREBY CERTIFY that the foregoing resolution was duly adopted by the Board of Directors of said Agency at a regular meeting of said Board of Directors held on the 9th day of September, 1991, and that it was so adopted by the following vote: AYES: Council Members Franklin, Rushworth and Mayor Pena NOES: None ABSENT: Council Member Bohenberger erger ABSTAIN: Council Member Sniff cretary of the Board f Directors of the La Quinta Redevelopment Agency SEAL) STATE OF CALIFORNIA ss. COUNTY OF RIVERSIDE I, Saundra L.Juhola, Secretary of the Board of Directors 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 Board, and that the same has not been amended or repealed. Dated: September 9, 1991 * * cretary of the Boa of Directors of the La Quinta Redevelopment Agency SEAL) 09/04/91 6R5Rii/2*RR*14 A BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 DSUPPLEMENT TO RESOLUTION NO. RA 91-10 OF THE LA QUINTA REDEVELOPMENT AGENCY AUTHORIZING THE ISSUANCE OF TAX ALLOCATION BONDS OF SAID AGENCY IN A PRINCIPAL AMOUNT NOT TO EXCEED EIGHT MILLION SEVEN HUNDRED THOUSAND DOLLARS $8,700,000) TO FINANCE A PORTION OF THE COST OF A REDEVELOPMENT PROJECT KNOWN AS THE LA QUINTA REDEVELOPMENT PROJECT BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 D SUPPLEMENT TO RESOLUTION NO. RA 91-10 OF THE LA QUINTA REDEVELOPMENT AGENCY AUTHORIZING THE ISSUANCE OF TAX ALLOCATION BONDS OF SAID AGENCY IN A PRINCIPAL AMOUNT OF NOT TO EXCEED EIGHT MILLION SEVEN HUNDRED THOUSAND DOLLARS $8,700,000) TO FINANCE A PORTION OF THE COST OF A REDEVELOPMENT PROJECT KNOWN AS THE LA QUINTA REDEVELOPMENT PROJECT TABLE OF CONTENTS Page Section 1. Definitions Section 2. Amount, Issuance and Purpose of Bonds Section 3. Nature of Bonds Section 4. Description of Bonds Section 5. Interest Section 6. Place of Payment Section 7. Forms of Bonds Section 8. Execution of Bonds Section 9. Registration and Exchange of Bonds Section 10. Bond Register Section 11. Call and Redemption of Bonds Prior to Maturity A. Terms of Redemption B. Call and Redemption C. Notice of Redemption D. Redemption Fund E. Partial Redemption of Bonds F. Effect of Redemption G. Purchase of Bonds Section 12. Funds Section 13. Sale of Bonds; Disposition of Bond Proceeds; Redevelopment Fund i) BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 D RESOLUTION NO. RA 91-10 Page Section 14. Tax Revenues Section 15. Special Fund Section 16. Deposit and Investment of Moneys in Funds Section 17. Issuance of Parity Bonds Section 18 Covenants of the Agency Covenant 1. Complete Redevelopment Project; Amendment to Redevelopment Plan Covenant 2. Use of Proceeds, Management and Operation of Properties Covenant 3. No Priority Covenant 4. Punctual Payment Covenant 5. Payment of Taxes and Other Charges Covenant 6. Books and Accounts; Financial Statements Covenant 7. Eminent Domain Covenant 8. Disposition of Property Covenant 9. Statement of Indebtedness Covenant 10. Protection of Security and Rights of Bondowners Covenant 11. Federal Tax Covenant Section 19. Taxation of Leased Property Section 20. Fiscal Agent Section 21. Rebate Fund Section 22. Lost, Stolen, Destroyed or Mutilated Bonds Section 23. Cancellation of Bonds ii) BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 D RESOLUTION NO. RA 91-10 Page Section 24. Amendments A. Calling Bondowners! Meeting B. Notice of Meeting C. Voting Qualifications D. Issuer-Owned Bonds E. Quorum and Procedure F. Vote Required G. Consent Without a Meeting Section 25. Proceedings Constitute Contract; Events of Default and Remedies of Bondowners A. Events of Default B. Application of Funds upon Acceleration C. Certain Remedies of Bondowners D. Non-Waiver E. Actions by Fiscal Agent as Attorney-in-Fact F. General Section 26. CUSIP Numbers Section 27. Severability Section 28. Notices to Agency Section 29. Effective Date Exhibit A. Form of Bond) iii) BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 D RESOLUTION NO. RA 91-10 SUPPLEMENT TO RESOLUTION NO. RA 91-10 OF THE LA QUINTA REDEVELOPMENT AGENCY AUTHORIZING THE ISSUANCE OF TAX ALLOCATION BONDS OF SAID AGENCY IN A PRINCIPAL AMOUNT NOT TO EXCEED EIGHT MILLION SEVEN HUNDRED THOUSAND DOLLARS $8,700,000) TO FINANCE A PORTION OF THE COST OF A REDEVELOPMENT PROJECT KNOWN AS THE LA QUINTA REDEVELOPMENT PROJECT 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 Refunded Bonds as provided in Section 3 hereof. 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 Bonds, Series 1989," authorized by this Resolution in a principal amount of Eight Million Seven Hundred Thousand Dollars $8,700,000). BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 DRESOLUTION NO. RA 91-10 d) 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. e) Bondowner" or Owner of Bonds," or any similar term, means any person who shall be the registered owner or his duly authorized attorney, trustee or representative. For the purpose of Bondowners voting rights or consents, Bonds owned by or held for the account of the Agency, or the City, directly or indirectly, shall not be counted. f) City" means the City of La Quinta, California. g) Costs of Issuance'1 means the costs and expenses incurred in connection with the issuance and sale of the Bonds, including any municipal bond insurance premiums, the acceptance and initial annual fees and expenses of the Fiscal Agent, legal fees and expenses, costs of printing the Bonds and Official Statement, fees of financial consultants and other fees and expenses set forth in a Certificate of the Executive Director or Treasurer. h) Delivery Date" means the date the Bonds are issued to the initial purchaser thereof. i) 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. 3) 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. k) Fiscal Year" means the year beginning July 1st and ending on the next following June 30th. 1) Gross Proceeds" means the sum of the following amounts: i) original proceeds, being the amounts received by the Agency, or held by the Fiscal Agent as proceeds of the original issuance of the Bonds or Parity Bonds after payment of all expenses of issuing the Bonds or Parity Bonds); ii) investment proceeds, being amounts received at any time by the Agency or the Fiscal Agent, such as interest and dividends, resulting from the investment of proceeds of the Bonds or Parity Bonds, including profits and less losses received on such investment; iii) transferred proceeds as defined in Section O*/l*/9l 6820u/2338/014 2- BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 D RESOLUTION NO. RA 91-10 l.103-14(e)(2)(ii) of the Regulations), if any; iv) amounts, other than original proceeds and investment proceeds, held in any fund or account and reasonably expected to be used to pay principal of or interest on the Bonds or Parity Bonds; v) securities or obligations pledged as security for the payment of the Bonds or Parity Bonds by an ultimate obligor or a related person) or the Agency; vi) amounts used to pay principal or interest with respect to the Bonds or Parity Bonds; and vii) amounts received as a *esult of investing the amounts listed in clauses i) though vi). m) Independent Financial Consultant," Independent Engineer," Independent Certified Public Accountant" or Independent RE-development 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. n) Investment Property" means any security as said term is defined in Section 165(g)(2)(A) or B) of the Code), obligation, annuity or investment-type property within the meaning of Section 148(b)(2) of the Code in which Cross Proceeds are invested, and including residential rental real property described in Section 148(b)(2) of the Code and tax-exempt obligations described in Section 57(a)(5)(C) of the Code, but excluding, however, obligations of the type described in Notice 87-22 published in Internal Revenue Bulletin 1987-10 on March 9, 1987 and any other property excluded under the Code or the Regulations o) 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. p) Maximum Annual Debt Service" means the largest Annual Debt Service for any Bond Year. 09/13/91 6820u/2338/014 3- BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 DRESOLUTION NO. RA 91-10 q) Minimum Sinking Fund Payments" means the amount o*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. r) Nonpurpose Obligation" means any Investment Property in which Gross Proceeds are invested and which is not acquired to carry out the governmental purpose of the Bonds or any Parity Bonds. s) 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. t) 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 which are on a parity with the Bonds. u) Pledged Tax * 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. v) Purchase Price", for the purpose of computation of the Yield of the Bonds, has the same meaning as the term issue price" in Sections 1273(b) and 1274 of the Code, and, in general, means the initial offering price to the public not including bond houses and brokers, or similar persons or organizations acting in the capacity of underwriters or wholesalers) at which price a substantial amount of the Bonds are sold or, if the Bonds are privately placed, the price paid by the original purchaser or the acquisition cost of the original purchaser. The term Purchase Price for the purpose of computation of the Yield of Nonpurpose Obligations, means the fair market 09/13/91 6820u/2338/014 4- BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 D RESOLUTION NO. RA 91-10 value of the Nonpurpose Obligations on the date of use of Gros* Proceeds for acquisition thereof, or, if later, on the date that Investment Property constituting a Nonpurpose Obligation becomes a Nonpurpose Obligation of the Bonds. w) Record Date" means the fifteenth day of the month preceding any interest payment date. x) Redevelopment Agency" or Agency" means the La *Quinta Redevelopment Agency. y) Redevelopment Plan" means the Redevelopment Plan for La Quinta Redevelopment Proj * approved and adopted by the City by Ordinance No. 43, and includes any amendment thereof heretofore or hereafter made pursuant to the Law. z) Redevelopment Project" means the La Quinta Redevelopment Proj ect. aa) Redevelopment Project Area" means the project area described and defined in the Redevelopment Plan. bb) Regulations" means regulations adopted by the Department of Treasury from time to time. cc) Reserve Requirement" means, so long as the Series 1985 Bonds and the Series 1988 Bonds are outstanding, an amount equal to Maximum Annual Debt Service on the Bonds, as such term is defined in Resolution Nos. RA 85-5 and 88-14 and thereafter, means an amount equal to Maximum Annual Debt Service, but not to exceed 10% of the Bond proceeds, which Reserve Requirement may be maintained in cash, invested as provided in Section 16, or by an alternate security as provided in Section 1S(c) hereof. dd) Resolution" means Resolution No. RA adopted by the Agency on 9-9- 1991, together with this Supplement to Resolution executed on 9-9- 1991. All references herein and in any document referring to Resolution No. RA 91-10 shall be deemed for all purposes to refer to said Supplement to Resolution. ee) 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. ff) 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. 09/13/91 6820u/2338/014 5- BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 D RESOLUTION NO. RA 91-10 gg) Series 1985 Bonds'1 means the $20,000,000 original principal amount of the La *Quinta Redevelopment Agency, La Quinta Redevelopment Project, Tax Allocation Bonds, Series 1985. hh) 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 ii) 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. jj) Treasurer or Treasurer of the Agency" means the officer who is then performing functions of Treasurer of the Agency. kk) Yield" means that yield which, when used in computing the present worth of all payments of principal and interest or other payments in the case of Nonpurpose Obligations which require payments in a form not characterized as principal and interest) on a Nonpurpose Obligation or on the Bonds produces an amount equal to the Purchase Price of such Nonpurchase Obligation or the Bonds, as the case may be, all computed as prescribed in the applicable Regulations. 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 Eight Million Seven Hundred Thousand Dollars $8,700,000) 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 activity" 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 09/13/91 6820u/2338/014 6- BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 D RESOLUTION NO. RA 91-10 political subdivisions is liable on them. In no event shall the Bonds, interest thereon and premium, if any, be payable out of any funds or properties other than those of the Agency as set forth in this Resolution. The Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction. Neither the members of the Agency nor any persons executing the Bonds are liable personally on the Bonds by reason of their issuance. The Bonds shall be and are equally secured, by an irrevocable pledge of the Pledged Tax Revenues and other funds as hereinafter provided, without priority for number, maturity, date of sale, date of execution or date of delivery, except as expressly provided herein. In consideration of the acceptance of the Bonds by thcse who shall hold the same from time to time, this Resolution shall be deemed to be and shall constitute a contract between the Agency and the Owners from time to time of the Bonds and Parity Bonds, and the covenants and agreements herein set forth to be performed on behalf of the Agency shall be for the equal and proportionate benefit, security and protection of all Owners of the Bonds and Parity Bonds without preference, priority or distinction as to security or otherwise of any of the Bonds and Parity Bonds over any of the others by reason of the number or date thereof or the time of sale, execution or delivery thereof, or otherwise for any cause whatsoever, except as expressly provided therein or herein. The validity of the Bonds is not and shall not be dependent upon: a) the completion of the Redevelopment 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 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 09/13/91 682Ou/2338/014 7- BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 D RESOLUTION NO. RA 91-10 Securities, then the lien of this Resolution for the payment of the Refunded Bonds, including, without limitation, the pledge of the Fledged Tax Revenues, and all other rights granted hereby, shall thereupon cease, terminate and become void and be discharged and satisfied, and the principal of, premium, if any, and interest on the Refunded 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 Refunded Bonds. In the event of such a defeasance of the Refunded 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 Refunded Bond 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 Bonds 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 such Refunded Bonds stating 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 Eight Million Seven Hundred Thousand Dollars $8,700,000) and shall be designated LA QUINTA REDEVELOPMENT AGENCY, LA QUINTA REDEVELOPMENT PROJECT, TAX ALLOCATION BONDS, SERIES 1991." 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 October 1, 1991. 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 1 of each year, commencing March 1, 1992. Serial Bonds maturing in the amounts, on the dates and at the interest rates set forth below, shall be issued: 09/13/91 6820u/2338/014 8- BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 D RESOLUTION NO. RA 91-10 Date Principal 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 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 and 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 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 by first-class mail 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. 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. 09/13/91 6820u/2338/014 9- BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 D RESOLUTION NO. * 91-10 Section 7. Form 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. 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 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, 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 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 or her manual or facsimile signature and by its Secretary by his or her 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 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 09/13/91 *820u/2338/0l4 10- BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 D Ii RESOLUTION NO. RA 91-10 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. Registration and Exchange of Bonds. The Bonds shall be issued only in fully registered form. Bonds may be exchanged fcr 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 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 $5,000 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. Section 10. Bond Register. 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 at all times be open to inspection by the Agency; and, upon presentation for such purpose, the Fiscal Agent shall under such reasonable regulation3 as it may prescribe, register or transfer, or cause to be registered or transferred, on said register, the Bonds as herein before provided. Section 11. Call and Redemption of Bonds Prior to Maturity. A. Terms of Redemption. 1) Optional Redemption. The Bonds maturing on or before September 1, are not subject to call and redemption prior to maturity. The Bonds due on or after September 1, are subject to redemption, at the option of 09/13/91 6820u/2338/014 11- BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 D RESOLUTION NO. RA 91-10 the Agency, from any source of funds, in whole at any time or in part at the direction of the Agency, on any interest payment date on or after September 1, at the following redemption prices, together with accrued interest to the date of redemption: Redemption Date Redemption Price September 1, thru August 31, 102 September 1, thru August 31, 101 September 1, and thereafter...............100 2) Mandatory Sinking Fund Redemption. The Term Bond maturing on September 1, shall be subject to mandatory redemption in part, by lot, on September 1, and on each September 1 thereafter to and including September 1, 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 B. Call and Redemption. The Agency may and, if required by Section 11A(2), shall) 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 shall give notice to the Fiscal Agent of such redemption not less than sixty 60) days prior to the redemption date. C. Notice of Redemption. 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 su*ficiency 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 09/13/91 6820u/2338/014 12- BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 D RESOLUTION NO. RA 91-10 redemption includes all of the outstanding Bonds, the numbers of the B6nds 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; and g) the rate of interest borne by each Bond being redeemed. 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 l1C(a) by registered or certified mail or overnight delivery service to the three registered securities depositories listed below and b) by first-class mail to the original purchaser of the Bonds, including any syndicate manager of the underwriting syndicate originally purchasing the Bonds, and c) by first-class mail to the national information services listed below that disseminate notice of redemption of obligations as the Bonds. Registered Securities Depositories The Depository Trust Company 711 Stewart Avenue Garden District, New York 11530 Attention: Diana Difiglia Telecopy: 516) 227-4039 or 4190 Midwest Securities Trust Company Capital Structures-Call Notification 440 South LaSalle Street Chicago, Illinois 60605 Telecopy: 312) 663-2343 09/13/91 6820u/2338/014 13- BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 D RESOLUTION NO. RA 91-10 Philadelphia Depository Trust Company Reorganization Division 1900 Market Street Philadelphia, Pennsylvania 19103 Attention: Bond Department Telecopy: 215) 496-5058 National Information Services Financial Information, Inc.'s Financial Daily Called Bond Service 30 Montgomery Street, 10th Floor Jersey District, New Jersey 07302 Attention: Editor Interactive Data Corporation's Bond Service 22 Cortland Street, 32nd floor New York, New York 10007 Kenny Information Service' S Called Bond Service 55 Broad Street, 29th Floor New York, New York 10004 Moody's Investors Service 99 Church Street, 8th Floor New York, New York 10007 Attention: Municipal News Report Standard and Poor's Called Bond Record 25 Broadway, 3rd Floor New York, New York 10004 Upon the payment of the redemption price of any Bonds being redeemed, each check or other transfer of funds issued for such purpose shall bear the CUSIP number identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer. A certificate by the Fiscal Agent that notice of redemption has been given as herein provided shall be conclusive as against all parties, and no 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 1991, 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 09/13/91 6820u/2338/014 14- BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 D LL RESOLUTION NO. RA 91-10 the premiums, if any, payable as provided in this Resolution, the Bonds designated in such notice of redemption to be redeemed as provided in this Section 11A(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 herein before required to be redeemed as provided in this Section 1lA(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 1985 Bonds and the Series 1989 Bonds then subject to mandatory sinking fund redemption, if necessary, from the Special Fund upon presentation and surrender thereof. E. 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. 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 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 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 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. 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 09/13/91 6820u/2338/014 15- BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 D RESOLUTION NO. RA 91-10 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 t'La Quinta Redevelopment Project, Tax Allocation Bonds, Series 1985, 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; Disposition 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; 2) Deposit in the Debt Service Reserve Fund an amount which will be equal to the Reserve Requirement; 3) After making the above deposits, the balance of the proceeds from the sale of the Bonds shall be transferred 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. 09/13/91 6820u/2338/014 16- BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 D RESOLUTION NO. RA 91-10 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 roll used in connection with the taxation of such property by such taxing agency last equalized prior to December 29, 1983 t1base assessment roll"), shall be allocated to and when collected shall be paid into the funds of the respective taxing agencies as taxes by or for the taxing agencies on all other property are paid; and 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 09/13/91 6820u/2338/014 17- BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 D RESOLUTION NO. RA 91-10 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 1985 Bonds, the Series 1989 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 Fledged Tax Revenues subject to the exception set forth in Section 15(d) shall be applied solely to the payment of the Series 1985 Bonds, the Series 1989 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 1985 Bonds, the Series 1989 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 Fledged 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. Special Fund. All Pledged Tax Revenues, and other moneys identified herein, deposited in the Special Fund in accordance with Section 14 hereof shall be allocated as provided herein and in Section 15 of Resolution No. RA 85-5. The interest on the Bonds until maturity shall be paid by the 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, moneys in the Special Fund shall be applied to the payment of the principal, including Minimum Sinking Fund Payments, of the Bonds 09/13/91 6820u/2338/014 18- BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 D RESOLUTION NO. RA 91-10 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 Fledged 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 0 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 for the Series 1985 Bonds under Resolution No. RA 85-5, the Bond Interest Fund for the Series 1989 Bonds under Resolution No. RA 88-14 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 1985 Bonds, the Series 1989 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 Payment Fund. After the deposits have been made pursuant to subparagraph a) above, deposits shall next be made into the Bond Payment Fund for the Series 1985 Bonds under Resolution No. RA 85-S the Bond Payment Fund for the Series 1989 Bonds under Resolution No. RA 88-14 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 1985 Bonds and Bonds, including Minimum Sinking Fund Payments, on the next succeeding September 1. c) Debt Service Reserve Fund. After deposits have been made pursuant to subparagraphs a) and b) above, deposits shall be made to the Debt Service Reserve Funds established under Resolution No. RA 85-5, Resolution No. RA 88-14 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 therefor. Any portion of the Debt Service Reserve Fund which is in excess of the Reserve Requirement shall be transferred to the Bond Interest Fund, semiannually on or before the last day in February and on or before August 31. 09/13/91 6820u/2338/014 19- BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 D RESOLUTION NO. RA 91-10 The Agency may, at any time after the date on which the Series 1985 Bonds are no longer outstanding, 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 is needed for transfer to the Bond Interest Fund and/or the Bond Payment Fund as herein before 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, and further provided 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. If a) the Series 1985 Bonds are still outstanding, and b) 125% of Annual Debt Service was placed in the Special Fund in such Bond Year, and c) the Agency is not in default under the Resolution, and d) the Debt Service Reserve Fund is equal to Maximum Annual Debt Service, then all money then remaining in the Holding Fund may be returned to the Agency for any lawful purpose. If a) the Series 1985 Bonds are no longer outstanding, and b) 120% of Annual Debt Service was placed in the Special Fund in such Bond Year, and c) the Agency is not in default under the Resolution, and d) the Debt Service Reserve Fund is equal to the Reserve Requirement, 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 Fund, the Bond Payment Fund, and the Debt Service Reserve Fund, 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 Bonds, 09/13/91 6820u/2338/014 20- BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 D RESOLUTION NO. RA 91-10 in the event that no other money of the Agency is lawfully available therefor, or for the retirement of all 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 Bonds. In the event that amounts held in the Special Fund are insufficient to provide for all amounts of interest on and principal of the Series 1985 Bonds, the Series 1989 Bonds and the Bonds due on any payment date, such amounts shall be applied pro rata to the payment of interest on the Series 1985 Bonds, the Series 1989 Bonds and the Bonds, without priority among them and then to the payment of principal of the Series 1985 Bonds, the Series 1989 Bonds and the Bonds, *ro rata and without priority. In the event of acceleration of the *bonds, the provisions of Section 25B hereof shall govern. Any remaining Pledged Tax Revenues after providing for a), b), c), and d) above shall be transferred to the Agency and may be used in a manner provided by law for the purpose of aiding in financing the Project, including early redemption or purchase of the Bonds, as provided in this Resolution. Section 16. Deposit and Investment of Moneys in Funds. All moneys held by the Fiscal Agent in the Special Fund, the Holding Fund, the Redemption Fund or the Excess Investment Earnings Fund shall be i) invested at the written direction of the Agency in Federal Securities, or ii) held in trust accounts, time or demand deposits, including certificates of deposit, in any commercial bank or trust company authorized to accept deposits of public funds including the banking department of the Fiscal Agent) which 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. 09/13/91 6820u/2338/014 21- BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 D RESOLUTION NO. RA 91-10 b) Moneys in the Bond Interest Fund and the Bond Payment Fund shall be invested oflly 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 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. Until such time as the Series 1985 Bonds are no longer outstanding under the terms of Resolution No. RA 85-5, any Parity Bonds issued under this Resolution shall comply with Section 17 of Resolution NO. RA 85-5. At such time as the Series 1985 Bonds are no longer outstanding, the issuance and sale of any Parity Bonds shall be subDect 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 09/13/91 6820u/2338/014 22- BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 D RESOLUTION NO. RA 91-10 in accordance with the Resolution, ii) the deposit of a portion of the Parity Bond proceeds into the Debt Service Reserve Fund, or the acquisition of an alternate security as provided in Section 15(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 Fledged 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 Year, the Pledged Tax Revenues computed on the basis of Fledged Tax Revenues referred to in item ii)(A) and B) above are at least equal to 1.20 times the Maximum Annual Debt Service referred to in item i) above. d) Such Parity Bonds shall mature on September 1 and interest thereon shall be payable on March 1 and September 1, subject to such dates being changed by a supplemental resolution of the Agency. Section 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 09/13/91 6820u/2338/014 23- BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 DRESOLUTION NO. RA 91-10 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. Complete Redevelopment Project; Amendment to Redevelopment Plan. The Agency covenants and agrees that it will diligently carry out and continue to completion, with all practicable dispatch, the Redevelopment 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 *aw 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, 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 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 Fledged 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, 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 II I! obligations shall include, without limitation, bonds, notes, interim certificates, debentures or other obligations. 09/13/91 6820u/2338/014 24- BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 !D RESOLUTION NO. RA 91-10 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 180) days after the close of each of its Fiscal Years a complete financial statement or statements for such year in reasonable detail covering such Redevelopment Project and the Pledged Tax Revenues and other funds, accompanied by an opinion of an Independent Certified Public Accountant appointed by the Agency, and will furnish a copy of such statement or statements to the Fiscal Agent, the original purchaser(s) of the Bonds in the case of a syndicate, the manager thereof), and any rating agency which maintains a rating on the Bonds, and, upon written request, to any Bondowner. Covenant 7. Eminent Domain. The Agency covenants and agrees that if all or any part of the Redevelopment Project Area should be taken from it without its consent, by eminent domain proceedings or other proceedings authorized by law, for any public or other use under which the property will be tax exempt, the Agency will use its best efforts to have the base assessment roll reduced by the amount of the assessment of said property as shown on said base assessment roll. 09/13/91 6820u/2338/014 25- BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 "DRESOLUTION NO. RA 91-10 Covenant 8. Disposition of Property. The Agency covenants and agrees that it will not dispose of more than ten percent 10%) of the land area in the Redevelopment Project Area except property shown in the Redevelopment Plan in effect- on the date this Resolution is adopted as planned for public use, or property to be used for public streets, public offstreet parking, sewage facilities, parks, easements or right-of-way for public utilities, or other similar uses) to public bodies or other persons or entities whose property is tax exempt, unless such disposition will not result in the security of the Bonds or the rights of Bondowners being substantially impaired, as shown by an Opinion of Counsel, based upon the certificate or opinion of an Independent Financial Consultant appointed by the Agency. Covenant 9. Statement of Indebtedness. The Agency covenants and agrees to file annually with the County Auditor a statement of indebtedness as provided in Section 33675 of the Law. Covenant 10. Protection of Security and Rights 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: 09/13/91 6820u/2338/014 26- BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 #D RESOLUTION NO* RA 91-10 1) Private Activity. The Agency has not taken and shall not take, or permit or suffer to be taken by the Trustee, the Agency or any other person, any action within its control, which would cause the Bonds to constitute industrial development bonds" within the meaning of Section 103(b) of the Internal Revenue Code of 1954, as amended, or to constitute consumer loan bonds" within the meaning of Section 103(o) of the Internal Revenue Code of 1954, as amended, or to be 1federally guaranteed" within the meaning of Section 103(h) of the Internal Revenue Code of 1954, as am*amended. 2) Arbitrage. The Agency will make no use of the proceeds of thc-. Bonds or Parity Debt or of any other amounts or property, regardless of the source, 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 Guaranty. 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 Reporting. 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) Hedge Bonds. The Agency will make no use of the proceeds of the Bonds or the Parity Debt or any other amounts or property, 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 *eased 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 09/13/91 6820u/2338/014 27- BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 $DRESOLUTION NO. RA 91-10 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 or its leasehold interest, and b) that if for any reason the taxes levied on such property in any year during the term of the lease or contract are less than the taxes which would have been levied if the entire property had been assessed and taxed in the same manner as privately owned property, the lessee shall pay such difference to the Agency within thirty 30) days after the taxes for such year become payable to the taxing agencies and in no event later than the delinquency date of such taxes established by law. All such payments shall be treated as Tax Revenues, and when received by the Agency shall be transferred to the Fiscal Agent for deposit in the Special Fund. Section 20. Fiscal Agent. The Agency hereby appoints Security Pacific National Bank as Fiscal Agent hereunder, to act as the fiscal agent, bond registrar and paying agent of the Agency for the purpose of receiving Fledged 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 09/13/91 6820u/2338/014 28- BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 %D RESOLUTION NO. RA 91-10 Section the combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Fiscal Agent or any substituted Fiscal Agent may at any time resign by filing written notice thereof with the Agency. Upon a resignation in writing, the Agency shall forthwith appoint a substitute Fiscal Agent, and the resignation shall become effective upon appointment. In the event that the Fiscal Agent or any successor becomes incapable of acting as such, the Agency shall forthwith appoint a substitute Fiscal Agent. Any bank or trust company into which the Fiscal Agent may be merged or with which it may be consolidated shall become the Fiscal Agent without action of the Agency. The Fiscal Agent may become the owner of any of the Bonds authorized by this Resolution with the same rights it would have had if it were not the Fiscal Agent. The Fiscal Agent shall have no duty or obligation to enforce the collection of or to exercise diligence in the enforcement of the collection of funds assigned to it hereunder, or as to the correctness of any amounts received, but its liability shall be limited to the proper accounting for the funds that it actually receives. The recitals of fact and all promises, covenants and agreements herein and in the Bonds shall be taken as statements, promises, covenants and agreements of the Agency, and the Fiscal Agent assumes no responsibility for the correctness of them, and makes no representations as to the validity or sufficiency of this Resolution or of the Bonds, and shall incur no responsibility in respect thereof, other than in connection with the duties or obligations herein or in the Bonds assigned to or imposed upon the Fiscal Agent. The Fiscal Agent shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or default. The Fiscal Agent shall be obligated to perform only such duties as are specifically set forth in this Resolution and no implied duties or obligations shall be read into this Resolution against the Fiscal Agent. No provision in this Resolution shall require the Fiscal Agent to risk or expend its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not assured to it. 09/13/91 6820u/2338/014 29- BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 &DRESOLUTION NO. RA 91-10 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 expenses 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'5 own negligence or willful misconduct. Section 21. Rebate Fund. a) Establishment 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 Trustee shall establish a special fund with respect to the particular bond issue designated as the Rebate Fundtl the Rebate Fund"), and within the particular Rebate Fund shall establish a Rebate Account the Rebate Account") and comply with the requirements of Subsection 1) below and, if the Agency has elected in the applicable Tax Certificate to pay a penalty in lieu of rebate with respect to the particular bond issue, pursuant to Section 148(f)(4)(C)(vii) of the Code the 1 1/2% Penalty"), within the particular Rebate Fund shall establish an Alternative Penalty Account the Alternative Penalty Account") and comply with the requirements of Subsection 2) below. 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 4.04, 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. 09/13/91 6820u/2338/014 30- BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 'D 1 RESOLUTION NO. RA 91-10 1) Rebate Account. The following requirements shall be satisfied with respect to a Rebate Account: i) Annual Computation. Within 55 days of the end of each Bond Year with respect to the particular bond issue, the Agency shall calculate or cause to be calculated the amount of rebatable arbitrage, in accordance with Section 148(f)(2) of the Code and Section l.148-2T of the Rebate Regulations takin* into account any applicable exceptions with respect to the computation of the rebatable arbitrage, described, if applicable, in the Tax Certificate *, the temporary investments exceptions of Section 148(f)(4)(B) and C) of the Code), and taking into account whether the 1 1/2% Fenalty has been elected), for this purpose treating the last day of the applicable Bond Year as a computation date, within the meaning of Section l.148-ST(b) of the Rebate Regulations the Rebatable Arbitrage"). The Agency shall obtain expert advice as to the amount of the Rebatable Arbitrage to comply with this Section. ii) Annual Transfer. Within 55 days of the end of each applicable Bond Year with respect to the particular bond issue, upon the Agency's written direction, an amount shall be deposited to the applicable Rebate Account by the Trustee from any legally available funds, including the Reserve Account of the Debt Service Fund, if and to the extent required, so that the balance in the Rebate Account shall equal the amount of Rebatable Arbitrage so calculated in accordance with i) of this Subsection a)(1). In the event that immediately following the transfer required by the previous sentence, the amount then on deposit to the credit of the applicable Rebate Account exceeds the amount required to be on deposit therein, upon written instructions from the Agency, the Trustee shall withdraw the excess from the Rebate Account and then credit the excess to the Debt Service Fund. iii) Payment to the Treasury. The Agency shall direct the Trustee to pay to the United States Treasury, out of amounts in each Rebate Account, X) Not later than 60 days after the end of A) the fifth Bond Year with respect to the particular bond issue, and B) each applicable fifth Bond Year thereafter, an amount equal to at least 90% of the Rebatable Arbitrage calculated as of the end of such Bond Year; and 09/13/91 6820u/2338/014 31- BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 (DRESOLUTION NO. RA 91-10 Y) Not later than 60 days after the payment of all the applicable Bonds or Parity Debt, an amount equal to 100% of the Rebatable Arbitrage calculated as of the end of such applicable Bond Year, and any income attributable to the Rebatable Arbitrage, computed in accordance with Section 148(f) of the Code. In the event that, prior to the time of any payment required to be made from a Rebate Account, the amount in the Rebate Account is not sufficient to make such payment when such payment is due, the Agency shall calculate or cause to be calculated the amount of such deficiency and deposit an amount received from any legally available source, including the Reserve Account of the Debt Service Fund, equal to such deficiency in the particular Rebate Account prior to the time such payment is due. Each payment required to be made pursuant to this Subsection a)(1) shall be made to the Internal Revenue Service Center, Philadelphia, Pennsylvania 19255 on or before the date on which such payment is due, and shall be accompanied by Internal Revenue Service Form 8038-T, or shall be made in such other manner as provided under the Code. 2) Alternative Penalty Account. i) Six-Month Computation. With respect to each issue of Bonds and Parity Debt for which an Alternative Penalty Account has been established, within 85 days of each particular Six-Month Period with respect to a bond issue, the Agency shall determine or cause to be determined whether the 1 1/2% Penalty is payable and the amount of such penalty) as of the close of the applicable Six-Month Period. The Agency shall obtain expert advice in making such determinations. ii) Six-Month Transfer. Within 85 days of the close of each Six-Month Period, the Agency shall deposit in the Alternative Penalty Account from any legally available source of funds, including the Reserve Account of the Debt Service Fund, if and to the extent required, so that the balance in the particular Alternative Penalty Account equals the amount of 1 1/2% Penalty due and payable to the United States Treasury determined as provided in Subsection a)(2)(i) above. In the event that immediately following the transfer provided in the previous sentence, the amount then on deposit to the credit of the Alternative Penalty Account exceeds the amount required to be on deposit therein to make the payments required by Subsection iii) below, the Agency may withdraw the excess from the Alternative Penalty Account and credit the excess to the Debt Service Fund. 09/13/91 6820u/2338/014 32- BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 )DRESOLUTION NO. RA 91-10 iii) Payment to the Treasury. With respect to a bond issue, the Agency shall pay to the United States Treasury, out of amounts in an Alternative Penalty Account, not later than 90 days after the close of each Six-Month Period the 1-1/2% Penalty, if applicable and payable, computed in accordance with Section 148(f)(4) of the Code. In the event that, prior to the time of any payment required to be made from the Alternative Penalty Account, the amount in such Account is not sufficient to make such payment when such payment is due, the Agency shall calculate the amount of such deficiency and deposit an amount received from any legally available source of funds, including the Reserve Account of the Debt Service Fund, equal to such deficiency into the Alternative Penalty Account prior to the time such payment is due. Each payment required to be made pursuant to this Subsection a)(2) shall be made to the Internal Revenue Service, Philadelphia, Pennsylvania 19255 on or before the date on which such payment is due, and shall be accompanied by Internal Revenue Service Form 8038-T or shall be made in such other manner as provided under the Code. b) Disposition of Unexpended Funds. Any funds remaining in each Rebate Fund after redemption and payment of the applicable Bonds or issue of Parity Debt and the payments described in Subsection a)(l)(iii) or a)(2)(iii) whichever is applicable), may be withdrawn by the Agency and utilized in any manner by the Agency. c) Survival of Defeasance. Notwithstanding anything in this Section or the Indenture 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, Destroyed or Mutilated Bonds. In the event that any Bond is lost, stolen, destroyed or mutilated, the Agency will cause to be issued a new Bond(s) on reasonable terms and conditions, including the payment of costs and the posting of a surety bond if the Agency or Fiscal Agent 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 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 therefor be cancelled immediately and destroyed by the Fiscal Agent and a 09/13/91 6820u/2338/014 33- BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 *DRESOLUTION NO. RA 91-10 certificate of destruction shall forthwith be transmitted to the Treasurer. Any Bonds purchased by the Fiscal Agent as aforesaid shall be cancelled immediately and destroyed as aforesaid. Section 24. Amendments. This Resolution, and the rights and obligations of the Agency and of the Owners of the Bonds 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, 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 create a mortgage, pledge or lien upon the revenues superior to or on a parity with the pledge and lien created for the Bonds and any Parity Bonds or reduce the percentage of consent required for amendment or modification. 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' Meeting. 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. 09/13/91 6820u/2338/014 34- BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 +D RESOLUTION NO. RA 91-10 B. Notice of Meeting. Notice specifying the purpose, place, date and hour of such meeting shall be mailed by the Agency, postage prepaid, to the respective registered owners of the Bonds 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 pace, date and hour of holding such meeting and the date or dat:*s of mailing such notice shall be determined by the Agency in izs 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 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") 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 Bondowners, but less than a quorum may ad*ourn the meeting 09/13/91 6820u/2338/014 35- BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 ,D RESOLUTION NO. RA 91-10 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 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 *O%) 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. G. Consent Without a Meeting. If the Agency should desire to obtain the consent of the Owners to any proposed amendment hereto without a meeting of the Owners, the Agency may, by resolution, propose the amendment to which consent is desired. A copy of such resolution, together with a request to Owners for their consent to the amendment proposed therein, shall be mailed by the Fiscal Agent, at the expense of the Agency, first-class mail, postage prepaid, to each registered Owner at such Owner 5 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 Secretary, approved by resolution of the Agency, that said resolution and request for consent have been delivered as herein provided shall be conclusive as against all parties. Any such written consent shall be binding upon the Owner giving such consent and on any subsequent Owner whether or not such subsequent Owner has notice thereof) unless such 09/13/91 6820u/2338/014 36- BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 -D RESOLUTION NO. RA 91-10 consent is revoked in writing by the Owner giving such consent or by the subsequent Owner. To be effective, any revocation of consent before the adoption of the resolution accepting consents as hereinafter provided. After the Owners of at least sixty percent 60%) in aggregate principal amount of the Bonds then Outstanding exclusive of Agency-owned Bonds) shall have consented in writing, the Agency shall adopt a resolution accepting such consents and such resolution shall constitute complete evidence of the consent of Owners under this Section. Notice specifying the amendment that has received the consent of Owners as required by this Section shall be mailed by the 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 mail such notice or any defect therein shall not affect the validity of the proceedings theretofore taken in the obtaining of such consent. Section 25. Proceedings 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; 09/13/91 6820u/2338/014 37- BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 .DRESOLUTION NO. RA 91-10 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. RA 85-5 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 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 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 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), declare the principal of all of the Bonds and the Parity Bonds then outstanding and the interest accrued thereon, to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, anything in the Resolution, Resolution No. RA 85-5 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 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 Resolution No. 85-5, and an amount sufficient to pay any expenses incurred by the Fiscal Agent in connection with such default. 09/13/91 6820u/2338/014 38- BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 /D RESOLUTION NO. RA 91-10 B. Application of Funds upon Acceleration. All of the Pledged Tax Revenues and all sums in the Funds provided for in this Resolution and Resolution No. 85-5 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 and the owners of any Parity Bonds 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 in Resolution No. RA 85-5 and in the Bonds and any Parity 09/13/91 6820u/2338/014 39- BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 0DRESOLUTION NO. RA 91-10 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; 2) by suit, action or proceeding in equity, to en*oin 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 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. D. Non-Waiver. Nothing in this Section or in any other provisions of this Resolution or Resolution No. 85-5, 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 of Parity Bonds may be enforced and exercised as often as may be deemed expedient. In case any suit, action or proceeding to enforce any right or exercise any remedy shall be brought 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. 09/13/91 6820u/2338/014 40- BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 1DRESOLUTION NO. RA 91-10 E. Actions by Fiscal Agent 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 conclusively 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. 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 Bondowners shall retain all valid rights and benefits accorded to them under this Resolution and the Constitution and the laws of the State of California. If the provisions relating to the appointment and duties of a Fiscal Agent are held to be unconstitutional, invalid or unenforceable, 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: 09/13/91 6820u/2338/014 41- BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 2D RESOLUTION NO. RA 91-10 1) If to the Agency, to La Quinta Redevelopment Agency, 78-105 Calle Estado, La Quinta, California 92253 Attention: Finance Director. 2) If to the Fiscal Agent, to Security Pacific National Bank, 333 South Beaudry Avenue, 24th Floor, Los Angeles, California 90017, Attention: Corporate Trust Division W24-30. Reference No. 11-7-20460 Section 29. Effective Date. This Supplement to Resolution shall take effect upon adoption. EXECUTED the day of 1991. Chairman of the La Quinta Redevelopment Agency SEAL) ATTEST: Secretary of the La Quinta Redevelopment Agency 09/13/91 6820u/2338/014 42- BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 3D RESOLUTION NO. RA 91-10 STATE OF CALIFORNIA SECRETARY'S CERTIFICATE ss. RE ADOPTION OF RESOLUTION COUNTY OF RIVERSIDE I, SAUNDRA JUHOLA, Secretary of the La Quinta Redevelopment Agency, DO HEREBY CERTIFY that the foregoing Resolution was duly adopted by said Agency at an adjourned regular meeting of said Agency held on the 9th day of September, 1*91, and that the same was passed and adopted by the following vote to wit: AYES: Members Franklin, Rushworth & Chairman Pena NOES: Members None ABSENT: Members Bohnenberger ABSTAIN: Members Sniff Secretary of La Quinta Redevelopment Agency SEAL) STATE OF CALIFORNIA SECRETARY'S CERTIFICATE ss. OF AUTHENTICATION COUNTY OF RIVERSIDE I, SAUNDRA JUHOLA, Secretary of the La Quinta Redevelopment Agency, DO HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of Resolution No. RA 91-10 of said Agency and that said Resolution was adopted at the time and by the vote stated on the above certificate, and has not been amended or repealed. Dated: 9/9 1991 Secretary of the La Quinta Redevelopment Agency SEAL) 09/13/91 6820u/2338/014 43- BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 4DRESOLUTION NO. RA 91-10 EXHIBIT A FORM OF BOND) UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF RIVERSIDE LA QUINTA REDEVELOPMENT AGENCY LA QUINTA REDEVELOPMENT PROJECT TAX ALLOCATION BONDS, SERIES 1991 INTEREST RATE MATURITY DATE ORIGINAL ISSUE DATE CUSIP October 1, 1991 PRINCIPAL AMOUNT: REGISTERED OWNER: The LA QUINTA REDEVELOPMENT AGENCY hereinafter sometimes call the IYAgeflcyYI), 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 T1registered owner1'), subject to the right of prior redemption hereinafter mentioned, the principal sum specified above on the maturity date specified above, and to pay such registered owner on each interest payment date by check or draft mailed by first-class mail to him as his name and address appear on the register kept by the Fiscal Agent at the close of business on the fifteenth 15th) day of the month preceding each interest payment date the record date"), interest on such principal sum from the interest payment date next preceding the date hereof unless i) it is dated prior to the first record date in which event from October 1, 1991, 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 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 3hall 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 March 1, 1992. Both principal and interest and any premium upon the redemption prior to maturity of all or part hereof are payable in lawful money of the United States of America, and except for interest which is payable by check or draft as 09/13/91 6820u/2338/014 A-i BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 5D RESOLUTION NO. RA 91-10 stated above) are payable upon presentation and surrender thereof at the corporate trust office of Security Pacific National Bank, Fiscal Agent for the Agency, in Los Angeles, California. Interest shall be calculated on the basis of a 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, Tax Allocation Bonds, Series 1991" herein called the Bonds"), in an aggregate principal amount of $8,700,000, 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 1 of Division 24 of the Health and Safety Code of the State of California) and Article 4 of Chapter 5 of Division 7 of Title 1 of the Government 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 1991 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. 09/13/91 6820u/2338/014 A-2 BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 6D I, RESOLUTION NO. RA 91-10 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 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 outstanding Bonds, or any of them, maturing on or after September 1, 1999 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, at any time or in whole or in part from any other source of funds on September 1, 1998 or on any interest payment date thereafter prior to maturity at the direction of the Agency, on any interest payment date on or after September 1, at the following redemption prices, together with accrued interest to the date of redemption. Redemption Date Redemption Price September 1, thru August 31, 102 September 1, thru August 31, 101 September 1, thru thereafter..............100 The Term Bonds maturing on September 1, shall be subject to mandatory redemption in part, by lot, on September 1, and on each September 1 thereafter to and including September 1, 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 therefor 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 09/13/91 6820u/2338/014 A-3 BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 7D RESOLUTION NO. RA 91-10 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 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 Chairman and by the manual or facsimile signature of its Secretary, and the seal of said Agency to be reproduced hereon, all as of the 1st day of October, 1991. Chairman of the La Quinta Redevelopment Agency SEAL) Secretary of the La Quinta Redevelopment Agency 09/13/91 6820u/2338/014 A-4 BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 8D RESOLUTION NO. RA 91-10 FORM OF CERTIFICATE OF AUTHENTICATION OF BONDS) This is one of the Bonds described in the within mentioned Resolution. SECURITY PACIFIC NATIONAL BANK, Fiscal Agent By Authorized Signatory DESIGNATION AS QUALIFIED TAX EXEMPT OBLIGATION By resolution duly adopted by the Members of the La Quinta Redevelopment Agency, this Bond has been designated as a qualified tax-exempt obligation" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986. 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. 09/13/91 6820u/2338/014 A-5 BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 9D RESOLUTION NO. RA 91-10 bID FORM FOR 1991 A\ ALLOCAT1O.* *BONDS TC): r*O*rC 0 Directors * L2 Quinta Recleve*opment Agency\' CIO FIELDMAN ROLAPP & ASSOCIATES * 2100 SE. Main Street, Suite 210 Irvine, California 92714 *OR: Proposal for $8,700,000 1991 Tax Allocation Bonds In accordance with all terms and conditions of your Notice of Sale of 1991 Tax Allocation Bonds dated September 1991, we submit the following bid for the 1991 Tax Allocation Bonds to be initially dated October 1, 1991, with interest payable March 1, 1992 and thereafter semiannually on March 1 and September 1: BONDS BONDS MATURING PRINCIPAL INTEREST MATURING PRINCIPAL INTEREST SEPTEMBER 1) AMOUNT RATE SEPTEMBER 1) AMOUNT RATE 1992 $ 2001 $ * 1993 2002 1994 * 2003 * 1995 * 2004 * 1996 * 2005 * 1997 * 2006 * 1998 * 2007 * 1999 * 2008 2000 * 2009 * S__________ % Term Bonds due September 1, 2014 Plus accrued interest) will pay * for a total of $_______________________ which is a discount/(premium) of from the $8,700,000 par value, plus accrued interest to date of delivery. As a matter of information, the interest cost, in accordance with the above bid, is: Gross Interest Cost $__________________________ Discount/(Premium) $____________________ TOTAL NET INTEREST COST $_______________ Effective Net Interest Rate This offer is subject to a satisfactory legal opinion by Stradling, Yocca, Carlson & Rauth, a Professional Corporation, Newport Beach, California, approving the validity of the Bonds, at the Agency's expense. Enclosed herein is a Cashier's or Certified check in the amount of $70,000 payable to the order of the La Quinta Redevelopment Agency, which funds we request be returned promptly in the event we are not the successful bidder, otherwise to be retained and applied against the purchase price of the Bonds. This bid is made subject to the conditions if any) shown on the reverse side of this bid form. Other Members of the Syndicate are: Submitted By:__________________________________ Representative's Printed Name) Representative's Signature) Firm:_________________________________________ ek Number: Date:__________________________________ 11 BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 :DRESOLUTION NO. RA 91-10 A NOTICE OF SALE AND BID FORM LA QUINTA REDEVELOPMENT AGENCY Riverside* County, California $8,700,000 1991 TAX ALLOCATION BONDS Date of Sale October 1, 1991 11:00 A.M., P.D.T. Bids to be received at the offices of: Fieldman, Rolapp & Associates 2100 5. E. Main Street, Suite 210 Irvine, California 92714 714) 660-8500 BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 ;D RESOLUTION NO. RA 91-10 NOTICE OF SALE $8,700,000 LA QUINTA REDEVELOPMENT AGENCY 1991 TAX ALLOCATION BONDS NOTICE IS HEREBY GIVEN that sealed proposals will be received for the purchase of $8,700,00'* principal amount of La Quinta Redevelopment Agency 1991 Tax Allocation Bonds, the Bonds"), for the purpose of financing a portion of the Redevelopment Agency cost of implementing the Redevelopment Plan the Plan") of the La Quinta Redevelopment Agency the Agency") and to pay costs of issuance of the Bonds. The Bonds are more particularly described in a resolution of issuance which will be dated as of 1991, the Resolution"), between the Agency and Security Pacific Bank, N.A.. Los Angeles the Fiscal Agent"). Copies of the Resolution will be furnished to any interested bidder upon request. The scaled proposals will be received and opened by a representative of the Agency up to the time and at the place specified as follows: TIME: At the hour of 11:00 A.Ni, P.D.T. Tuesday, October 1, 1991 PLACE: Fieldman, Rolapp & Associates 2100 5. E. Main Street, Suite 210 Irvine, California 92714 NOTICE IS FURTHER GIVEN that sealed proposals for the purchase of the Bonds will be received and opened at 11:00 a.m. on October 1, 1991, reported to the Board of Directors of the Agency at its meeting on October 1, 1991, and considered subject to the terms and conditions specified as follows: Issue $8,700,000 La Quinta Redevelopment Agency 1991 Tax Allocation Bonds, all dated October 1, 1991. Denomination and Numbering The Bonds shall be delivered in denominations of $5,000 or any integral multiple thereof. Maturities The final maturity schedule will be arranged so as to provide for approximately level debt service with Bonds maturing on September 1 of each year commencing in 1992 in multiples of $5,000. For the purposes of calculating the best bid for the Bonds, the following maturity schedule shall be used. 2 BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 <D RESOLUTION NO. RA 91-10 ESTIMATED MATURITY SCHEDULE $8,700,000 Maturity Principal Maturity Principal September 1) Amount September I) Amount 1992 $ 2001 $ 1993 2002 1994 2003 1995 2004 1996 2005 1997 2006 1998 2007 1999 2008 2000 2009 $ Term Bonds due September 1, 2014 Plus accrued Interest from October 1 199!) Optional Redemption 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 on any Interest Payment Date thereafter, prior to maturity, in inverse order by maturity and by lot within a maturity. It is the intention of the Agency that Bonds will be selected for redemption so that approximately equal annual debt service on the Bonds will result. The Fiscal Agent may rely conclusively upon direction given by the Agency. If less than all of the Bonds Outstanding are to be redeemed at any one time, the Bonds to be redeemed shall be redeemed by lot. The Interest Payment Date on which Bonds are to be presented for redemption is sometimes referred to as the redemption date". 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: Prepayment Dates Prepayment Prices September 1, through August 31, 102.0% September 1, through August 31, 101.0% September 1, and thereafter 100.0% Sinking Fund Redemption The Term Bonds maturing on September 1, 2014, shall also be subject to mandatory redemption in part, by lot, from sinking fund installments on September 1, 2010, and on each September 1 thereafter up to and including September 1, 2014, at a redemption price equal to 100% of the principal amount thereof plus accrued interest, if any, to the redemption date without premium. The following sinking account installments are calculated to be sufficient to redeem the following principal amount of Term Bonds; 3 BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 =D RESOLUTION NO. RA 91-10 September 1 Mandatory Prepayment of the Year Amount 2010 $ 2011 2012 2013 2014 final maturity) $ Payment The Bonds and interest thereon are payable in lawful money of the United States of America at the Los Angeles office of the Fiscal Agent, Security Pacific National Bank, N.A. the Fiscal Agent"); provided, however, that interest shall be payable by check mailed to the registered owner or by wire transfer to the owner of $1,000,000 or more of bonds. Registration The Bonds will be fully registered Bonds, and may be exchanged for a like aggregate amount of fully registered Bonds of other authorized denominations of the same maturity. Payment of principal and interest on each Bond shall be made by the Fiscal Agent directly to the registered Bondholder. Security The Resolution defines Tax Revenues" to mean that portion of taxes levied upon taxable property in the Project Area and received by the Agency for the Project Area of the Agency pursuant to the Law and the Constitution of the State of California, all as more particularly set forth in the Resolution. All Tax Revenues received by the Agency, other than Tax Revenues required to be paid to other taxing agencies pursuant to Pass- Through Agreements, amounts required to be deposited in the Low and Moderate Income Rousing Fund and amounts pledged to prior debt are pledged to the payment of principal, premium, if any, and interest on the Bonds the Pledged Tax Revenues"). Rating The Agency has applied for a municipal bond credit indicator rating by Moody's Investor Services. Discount All bids shall be for not less than percent %) of the par value of all of the Bonds offered for sale and accrued interest to date of delivery. The amount of any discount specified in any bid shall not exceed percent 9E*) of the aggregate principal amount of the Bonds. Interest Rate The Bonds shall bear interest from their date at a rate or rates to be fixed upon sale thereof, but not to exceed the current legal maximum of twelve percent 12%) per annum. Interest shall be payable semi-annually on March 1 and September 1, in each year, commencing March 1, 1992. Each rate bid must be a multiple of 1/8th of 1% or 4 BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 >D RESOLUTION NO. RA 91-10 l,'2Oth of 1% and a zero rate of interest cannot be specified. No Bond shall bear more than one*interest rate, and all Bonds of the same maturity shall bear the same rate. Each Bond must bear interest at the rate specified in the bid from its date to its fixed maturity date. The rate on any maturity or group of maturities shall not be more than 2% higher than the interest rate on any other maturity or group of maturities. All Bonds of a single maturity must bear the same or higher interest rate than Bonds of a previous maturity. No bid will be accepted which provides for the cancellation and surrender of any interest payment or for the waiver of interest or other concession by the bidders as a substitute for payment in full of the purchase price. Bids which do not conform to the terms of this paragraph will be rejected. Award to the Highest Bidder The Bonds will be sold for cash only to highest bidder. All bids shall be unconditional. Each bidder must state separately the premium or discount, if any, and the rate or rates of interest offered for the Bonds. The highest bid will be determined by deducting the amount of the premium bid if any) from, or by adding the amount of the discount bid if any) to, the total amount of interest which would be paid from the date of the Bonds to their respective maturity dates at the rates specified in the bid, and the award will be made on the basis of the lowest net interest cost thus determined. Bids shall be for all of the Bonds to be issued and any bids for less than the entire amount of the Bonds will be rejected. The purchaser shall pay accrued interest from the date of the Bonds to the date of delivery. All interest will be computed on a 360-day year basis. Cost of Printing The cost of printing the Bonds will be borne by the Agency. Right of Rejection The Agency reserves the right, in its discretion, to reject any and all bids and, to the extent not prohibited by law, to waive any irregularity or informality in any bid. Prompt Award The Agency will take action awarding the Bonds or rejecting all bids not later than twenty-six 26) hours after the expiration of time herein prescribed for the receipt of bids; provided that the award may be made after the expiration of the specified time if the bidder shall not have given to the Agency a notice in writing of the withdrawal of such bid. Notice of the award will be given promptly to the successful bidder. Deli*Delivery and Payment Delivery of the Bonds will be made to the successful bidder at the office of Bond Counsel or any other mutually agreeable location on or about October 23, 1991. Payment will be made in cash, Federal Reserve Bank funds, or other funds immediately available to the Agency. Right of Cancellation The successful bidder shall have the right, at its option, to cancel the contract of purchase if the Fiscal Agent shall fail to execute the Bonds and tender the same for delivery within sixty 60) days from the date of sale thereof. In such event the successful bidder shall be entitled to the return of the deposit accompanying his bid. 5 BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 ?D RESOLUTION NO. RA 91-10 Form of Bid All bids must be for not less than all of the Bonds and accrued interest to date of delivery, less such discount or plus such premium as is specified in the bid. Each bid, together with the bid check, must be in a sealed envelope, addressed to the La Quinta Redevelopment Agency, c/o Fieldman, Rolapp & Associates, with the bid clearly marked: Proposal for $8,7OO*OOo La Quinta Redevelopment Agency, 1991 Tax Allocation Bonds". Good Faith Deposit A good faith deposit Deposit") in the form of a certified or cashier's check or a Financial Surety Bond in the amount of Seventy Thousand Dollars $70,000), payable to the order of the La Quinta Redevelopment Agency, is required for each bid to be considered. If a Financial Surety Bond is used, it must be from an insurance company licensed to issue such a bond in the state of California, and such bond must be submitted to the Agency in care of Fieldman, Rolapp & Associates) prior to the opening of the bids. The Financial Surety Bond must identify each bidder whose Deposit is guaranteed by such Financial Surety Bond. If the Bonds are awarded to a bidder utilizing a Financial Surety Bond, then that purchaser Purchaser") is required to submit its Deposit to the Agency in the form of a cashier's check or wire transfer such amount as instructed by the Agency or by Fieldman, Rolapp & Associates) not later than 3:30 pm P.D.T.) on the next business day following the award of Bonds. If such Deposit is not received by that time, the Financial Surety Bond may be drawn by the Agency to satisfy the Deposit requirement. No interest on the Deposit will accrue to the Purchaser. The Deposit will be applied to the purchase price of the Bonds. In the event the Purchaser fails to honor its accepted bid, the Deposit will be retained by the Agency. If a check is utilized as the Deposit, a check must accompany each accepted proposal and shall be applied to the purchase price or, if such proposal is accepted but not performed, unless such failure of performance is caused by any act or omission of the Agency, shall then be cashed and the proceeds retained by the Agency and be applied by the Agency in partial satisfaction of whatever actual damages the Agency may suffer by reason of the successful bidder's failure to perform hereunder in accordance with the terms of the sale. In such instances, should the Agency's actual damages be determined to be less than said amount, 30 days after any such determination by a court having jurisdiction thereof becomes final, the balance of this amount shall be returned to the successful bidder without interest. Should the successful bidder fail to perform hereunder, the Agency may also recover all costs relating thereto, including a reasonable amount for attorney's fees. The check accompanying each unaccepted proposal shall be returned promptly. Telecopied Bids Telecopied bids are at the sole risk of the bidder and will be accepted only upon prior receipt of a bid check described above) by Fieldman, Rolapp & Associates at their Irvine office no later than 11:00 a.m., P.D.T., October 1, 1991. Neither the Agency nor its Financial Advisor shall be responsible for any transmission equipment failure resulting in a bid not being accurately received or received later than 11:00 a.m. P.D.T., October 1, 1991, or other designated bid cut-off time or bid date. Telecopied bids should be sent to 714) 474-8773 on the morning of the sale in time sufficient to avoid reaching a busy signal if several bidders attempt to Telecopy bids simultaneously. Neither the Agency nor 6 BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 @D RESOLUTION NO. RA 91-10 its Financial Advisor shall be responsible for any equipment failure or for bids not received in a timely manner. No telephone bids will be accepted. Net Interest Cost Each bidder is requested to provide an estimate of the total net interest cost and estimated net interest rate to the Agency on the basis of his bid which shall be considered as informative only and not binding on either the bidder or the Agency. Underwriting Group Each bidder is requested to furnish the names of all firms participating in the bid on the bid form. Tax Exempt Status In the opinion of Stradling, Yocca, Carlson & Rauth, a Professional Corporation, Newport Beach, California, Bond Counsel, under existing laws, regulations, rulings, and judicial decisions, interest on the 991 Tax Allocation Bonds is exempt from present California personal income taxes, is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, subject to certain limitations as described in the Preliminary Official Statement. Legal Opinion The legal opinion of Stradling, Yocca, Carlson & Rauth, a Professional Corporation, Newport Beach, California, Bond Counsel, approving *he validity of the Bonds will be furnished to the successful bidder without cost. A copy of the legal opinion, certified by the official in whose office the original is filed, will be printed on each Bond without charge to the successful bidder. No Litigation There is no litigation pending concerning the validity of the Resolution, the Bonds, the existence of the Agency or the entitlement of the officers thereof to their respective offices. The successful bidder will be furnished a no-litigation certificate certifying to the foregoing as of and at the time of delivery of the Bonds. CUSIP Numbers It is anticipated that CUSIP identification numbers will be printed on the Bonds. It shall be the responsibility of the purchaser to obtain CUSIP numbers. Neither the failure to print such number on any Bond nor any error with respect thereto shall constitute cause for failure or refusal by the purchaser thereof to accept delivery of and pay for the Bonds in accordance with the terms of the purchase contract. All expenses in relation to the printing of CUSIP numbers on the Bonds shall be paid for by the issuer; provided, however, that the CUSIP Service Bureau charge for the assignment of said numbers shall be the responsibility of and shall be paid for by the purchaser. Underwriter's Closing Certificate The accepted bidder shall deliver such Certificates to the Agency as may be required by Bond Counsel dated the date of delivery of the Bonds indicating: i) the 7 BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 AD RESOLUTION NO. RA 91-10 initial offering prices at which a substantial portion of the Bonds not less than 10% of each maturity of the Bonds) was sold to the public excluding Bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters or wholesalers), ii) the yield" on the Bonds as calculated in accordance with the Internal Revenue Code of 1986, and iii) such other information as may be required to assist in Agency in filing of the required Internal Revenue Service Form 8038-G for the Bonds. California Debt Ad*isory Commission Fee Attention of bidders is directed to California Government Code Section 8856 and a resolution adopted pursuant thereto, which provides that the lead underwriter or the purchaser of the Bonds may be charged the California Debt Advisory Commission fee. Closing Documents In addition to the opinion of Bond Counsel referred to above, at the time of payment for the delivery of the Bonds, the Agency will furnish the successful bidder the following documents, all to be dated as of the date of delivery: 1. Non-Arbitra*e Certificate A certificate of an appropriate officer of the Agency certifying that, on the basis of facts, estimates and circumstances in effect at the time of delivery of the Bonds, it is not expected that the proceeds of the Bonds will be used in a manner that will cause the Bonds to be arbitrage bonds". 2. No Litigation Certificate A certificate of an appropriate officer of the Agency certifying that there is not litigation pending, or, in the best of such officer's knowledge, threatened against the Agency affecting the validity of the Bonds. 3. Fiscal A*ent's ReceiDt The receipt of the Fiscal Agent of the Agency showing that the purchase price of the Bonds, including accrued interest to the date of delivery, if any, has been received by the Agency. 4. Certificate Concerning Official Statement A certificate of an appropriate officer of the Agency, acting in such person's official and not personal capacity, to the effect that at the time of the sale of the Bonds and at all times subsequent thereto up to and including the time of delivery of the Bonds, the Official Statement relating to the Bonds did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, misleading. 8 BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 BD 1. RESOLUTION NO. RA 91-10 Preliminary Official Statement The Agency has adopted a Preliminary Official Statement relating to the Bonds. A copy of the Preliminary Official Statement and any other information concerning the proposed financing will be furnished upon request to: Fieldman, Rolapp & Associates Attention: Keith Khorey 2100 SE. Main Street Suite 210 Irvine, CA 92714 714) 660-8500 Copies of Official Statement to Successful Bidder The Agency will provide the successful bidder with up to 250 copies of the Official Statement at the expense of the Agency. Given by order of the La Quinta Redevelopment Agency on September 9, 1991. John J. Pena Chairman to the La Quinta Redevelopment Agency 9 BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 CDRESOLUTION NO. RA 91-10 BOND YEARS TABULATION1 $:,700,OO0 LA QUINTA REDEVELOPMENT AGENCY 1991 TAX ALLOCATION BONDS Dated: October 1, 1991 Maturing: September 1, 1992 September 1, 2016 Interest from: October 1, 1991 Accumulated Maturity Bond Bond Se*tember 1) Principal Years2 Years 1992 $ 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 TOTAL $8,700,000 Information Only. 2. Computed on the basis of a first maturity of 330 days. Average Life: years. 10 BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02 DD RESOLUTION NO. RA 91-10 NOTICE OF INTENTION TO SELL:BONDS $8,700.OOO LA QUINTA REDEVELOPMENT AGENCY Riverside County, California Tax Allocation Bonds, Series 1991 Agency: La Quinta Redevelopment Agency Project: La Quinta Redevelopment Project Type of Bonds: Series 1991 Tax Allocation Bonds Maturities: September 1, 1992 September 1, 2014 Interest Rate: Not to Exceed 12% Per Annum Bond Date: October 1, 1991 Legal Opinion: Stradling, Yocca, Carlson & Rauth Newport Beach, California BIDS ARE TO BE RECEIVED ON OR BEFORE THE 1ST DAY OF OCTOBER, 1991 AT 11:00 A.M, PACIFIC DAYLIGHT TIME provided, however, that without further advertising and so long as a bid has not been accepted by the Agency, sealed bids will be accepted at such time and place on October 8, 1991. AT THE OFFICE OF: FIELDMAN, ROLAPP & ASSOCIATES 2100 S.E. MAIN STREET, SUITE 210 IRVINE, CA 92714 For further information, please contact the following: FIELDMAN, ROLAPP & ASSOCIATES Telephone: 714) 660-8500 For publication in THE BOND BUYER on September II, 199J. Approximately)' 4-3/4 inches double column, bordered. BIB] 07-30-1997-U01 03:27:12PM-U01 ADMIN-U01 RDARES-U02 91-U02 10-U02