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R-354 . . ~ - - --- e . Resolution No. 354 (Redevelopment Agency) RE30LL'TION OF THE REDEVELOPME!'l'T AGENCY OF THE cnY OF SA!\.T A MONICA AUTHORIZING THE ISSUANCE OF 514,470,000 PRINCIPAL A1\10UNT OF PARKING LEASE REVENUE BONDS OF SAID AGENCY TO FlI'\ANCE A PORTION Of THE COST OF A REDEVELOPMENT PROJECf KNOW1\" AS THE DOWNTOWN REDEVEWPME~I PROJECf. WHEREAS. the Redevelopment Agency of the City of Santa Momca IS a redevelopment agency (a pubhc body, corporate and polItic) duly created. estabbshed and authonzed to transact busmess and exercise Its powers. all under and pursuant to the Commumty Redevelopment Law (Part I of DlVlslOn 24 of the Health and Safety Code of the State of Cahfornia) and the powers of said Agency mclude the power to Issue bonds for any of Its corporate purposes, and WHEREAS, a redevelopment plan for a redevelopment project known and desIgnated as the "Downtown Redevelopment ProJect" has been adopted and approved and all requITements of law for, and precedent to, the adopuon and approval of said plan have been duly comphed With, aDd WHEREAS, in accordance With said redevelopment plan, the Agency has acquued a certam parcel of land (the "Site") on which to construct a parkmg faclhty together With related pubhc Improvements thereon and to lease the Site and the Facihty (referred to herem collectIvely as the "Leased Premises") to the City of Santa MOnica (the "Clty"); and WHEREAS, the Agency and the Councd of the eny have determined by resolutlOn pursuant to Section 33445 of the Health and Safety Code of the State of Cahforma that the Faciltty IS of benefit to the Redevelopment Project Area, and WHEREAS. the Agency deems It necessary to Issue Its bonds to finance a portlon of the cost of such redevelopment, to WIt, the repayment of a promIssory Dote In the prinCIpal amount of $3,700,000 (the UNote"), the proceeds of whIch have been used to aequITe the SIte, to pay the cost of construction of the Facihtles and to pay other related costs and expenses, Now, THEREFORE. the Redevelopment Agency of the City of Santa MOnica DOES HEREBY RESOLVE, DETERMINE AND ORDER as follows' Section 1 DefinitIons. As used In thiS Resolutlon the followmg terms shall have the followmg meamngs (a) "Bonds" means the $14,470,000 pnnClpal amount of lease revenue bonds authonzed by thiS Resolution (b) "City" means the City of Santa MOnica, Cahfomla (c) "City Council" or "CouncIl" means the Santa Momca City CouncIl (d) "Federal Securities" means any obhgatlons descnbed In subparagraphs (b) and (e) of SectIon 53601 of the Government Code of the State of Cahforma, to the extent that such obhgatlons are ehglble for the legal mvestment of Agency funds (e) "FmanClal Newspaper or Journal" means any edlt10n of the Wall Street Journal, The Dally Bond Buyer, or any other newspaper or Journal contammg finanCIal news pnnted In the Enghsh langauage, customanly pubhshed on each busmess day, and selected by the F,scal Agent, whose deelSlon shall be final and conclUSive (f) "Fiscal Agent" means Its successors and assigns, and any other corporatIOn or assoclatlon whIch may at any Hrne be substituted In 11s place, as prOVided m thiS Resolution (g) "Fiscal Year" means the twelve month penod begmnmg on July 1st and endmg on the next followmg June 30th e e . (h) uLease Agreement" means that certam Lease Agreement (to whIch thiS Resolution will be attached as ExhIbIt B) to be dated as of December]. ] 978. between the Agenc)' and the CIty. mcludmg any amendments of supplements thereof made m accordance with the provIsions of thIS Resolullon (1) "MaXimum Annual Debt ServIce" means the largest of the sums obtaIned for any] 2 month penod endmg December I by totalIng the followmg for each such 12 month penod endmg December] (I) The pnnclpal amount of all Bonds and Panty Bonds payable m such 11 month penod endmg December I and outstandmg at the tIme of such computallon, (2) The mlDlmum term bond payments, If any, payable In such ]2 month period endmg December 1 wIth respect to any Panty Bonds, and (3) The mterest WhICh would become due dunng such 12 month perIod endmg December] on the aggregate pnnclpal amount of Bonds (and Panty Bonds) whIch would be outstandIng In such ]2 month penod endmg December] if the Bonds (and Panty Bonds) outstandmg on the date of such computatIOn arc retIred as they mature and If the term Panty Bonds outstandmg on the date of such computatIon, If any. are retIred pursuant to a mimmum term bond payment scbedule set forth In the resolutIon proVIding for the Issuance of such term Panty Bonds (J) .'Panty Bonds" means any additIOnal lease revenue bonds ISSUed by the Agency as permitted by SectIOn ] 4 of thIS ResolutJOn. (k) "PaYIng Agent" means any paymg agent prOVided by the Agency pursuant to thIS Resoluuon. (1) .'Pledged Revenues" means the Base Rental (as that term IS defined In the Lease Agreement) payable by the CIty to the Agency under the terms thereof, all moneys credIted upon Base Rental as prOVIded ID the Lease Agreement or In thIS Resolution, all net revenues, If any, receIVed by the Agency from the reletung Or operallon of tbe Leased PremIses 10 the event of a default by the City thereunder. and any other moneys whIch under thIS ResolutIon are placed m the Bond ServIce Fund. (m) "ProJect" means the constructIon of the Facil1ty (n) "Redevelopment Agency" or "Agency" means the Redevelopment Agency of tbe City of Santa Momca (0) "Redevelopment Law" or "Law" means the Commumty Redevelopment Law of the State of Cahforma as CIted m the recItals hereof (p) "Redevelopment Plan" means the redevelopment plan for the Redevelopment Project Area approved and adopted by Ordmance No. lO21(CCS) oftbe CIty. and mcludes any amendments of said plan heretofore or hereafter made pursuant to law (q) "Redevelopment ProJect" means the project of carrymg out, pursuant to the Law. the Redevelopment Plan for the Redevelopment Project Area (r) .'Redevelopment Project Area" means the project area descnbed and defined In Ordinance No 1021(CCS) of the CIty, whIch project area IS known and deSIgnated as "Santa MOnica Downtown Redevelopment Project ,. (s) "ResolutIOn" means thIS ResolutIon, prOViding the terms and condItions for the Issuance of the Bonds (t) "Treasurer" or .Treasurer of the Agency" means the officer who IS then perfomllng the functlons of the Agency Section 2 Amount, Issuance and Purpose of Bonds. Under and pursuant to the Redevelopment Law and under and pursuant to thIS Resolution. Bonds of the Redevelopment Agency 10 the pnnclpal amount of $] 4,470,000 shall be Issued by the Agency for the purpose of financmg the constructIOn of the FacihtJes and for other purposes related thereto as heremafter prOVIded Section 3 Nature of Bonds. The Bonds shall be and are speCial oblIgatIOns of the Agency and are secured by an ITrevocable and first pledge of, and are payable as to both pnnclpal and Interest from Pledged . 2 ~- e e . Revenues and other funds as heremafter provided, without pnorlty for number, date of sale. date of execution or date of delIvery, except as expressly provided herem SaId Bonds and the mterest thereon are not a debt of the CIty of Santa Momca, the State of Cahforma or any of ItS politIcal subdlVlslOns and neIther said City, saId State nor any of ItS pohtlcal SUbdivISions IS hable on them, nor m any event shall saId Bonds or mterest be payable out of any funds or properties other than those of the Agency as 10 tblS ResolutIOn set forth SaId Bonds do not constItute an mdebtedness WlthlD the meamng of an) constItut!onal or statutory debt limitation -or restrlctlOn_ Neither the members of the Agency nor any persons executmg the Bonds are hable personally on the Bonds by reason of theIr Issuance Any Bond for the payment and dIscharge of whIch upon matunty, or upon redemptIon pnor to matunty, provISlOn has been made through the settmg apart m a specIal trust fund or account created pursuant to thIS Resolution or otherWISe to msure the payment thereof, of money suffiCIent for the purpose, shall be deemed to be no longer outstandmg wIthIn the meanmg of any prOVISIon of thIS Resolution Nothmg In thiS ResolutlOn shall preclude the redemptIOn and payment of the Bonds pnor to matunty, or tbe payment thereof at matunty, from the proceeds of refundIng bonds ISSUed pursuant to law. NothIng m thIS ResolutlOn shall prevent the Agency from makmg advances of Its own funds howsoever denved to any of the uses and purposes mentioned 10 thIS ResolutIOn SectIOn 4. Description of Bonds. The Bonds shall be m the pnnclpal amount of 514,470,000, shall be 2894 In number, numbered 1 to 2894 mcluslve, and shall be of the denommatlon of $5,000 each SaId Bonds shall be deSignated "Parlang Lease Revenue Bonds", shall be dated December I, I 978, and shall mature 10 consecutlve numencal order on December ] m each of the years and m the amounts as follows Pnnclpal PnnClpal Year Amount Year Amount 1981 ... ...... .. . .. $ 180,000 1995 .. .. ...... _. S 460,000 1982 190,000 1996 .......... .... 495,000 1983._ . .... .. 205,000 1997 . ............. .. 530,000 1984. 220,000 1998 ..... .. ....... .. 565,000 1985 h .. ........ 235,000 1999 . . .... ........ -- 605,000 1986 +.... ...... 250,000 2000.. . . . .. ..... ............ 650,000 1987 270,000 2001 __ .. . ....... .- 695,000 1988. . h - 290,000 2002 .. . ............. ... 740,000 1989 __ .. . .. . .... .. .. .... 310,000 2003 ... .. .... .. . .. 795,000 1990 .. . h . .. ........ 01- ... ........ 330,000 2004 _ .. .. .-.- ..... ... 850,000 . 199] .. . .. . .. . . ........ 355,000 2005. . .. . .... ... .... .... .. 910,000 1992 __ _ _. on . ........ ... 375,000 2006 ..... .. .. ....... .. n. ...... .... 975,000 1993 .. . _. ... 405,000 2007 ...... . ...... .. ] ,040,000 1994.. ........... ...... -- 430,000 2008. ..... .. . .. ..- ... .. .... .. . . 1,115,000 SectIon 5 Interest. The Bonds shall bear interest at a rate or rates to be hereafter fixed by resolutJon, but not to exceed eIght per cent (8%) per annum, payable semiannually on June 1 and December I of each year Each Bond shall bear mterest until the pnncIpal 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 mterest SectIOn 6 Place of Payment. The Bonds and the mterest thereon shall be payable In lawful money of the Umted States of Amenca at the pnnclpal office of the Fiscal Agent in Los Angeles, Cahforma, or at the optIOn of the holder, at the offices of the paymg agents In ChIcagO, IlhnOIs or New Vork, New York SectIOn 7 Execution of Bonds. The Bonds shall be SIgned on behalf of the Agency by Its ChaIrman by manual or faCSImIle SIgnature and by ItS Secretary by manual SIgnature, and the seal of the Agency shall be Impressed. Impnnted or reproduced thereon The Interest coupons on said Bonds shall be sIgned by saId Secretary by manual or faCSImIle SIgnature The foregOIng officers are hereby authonzed and directed to SIgn said Bonds and coupons In accordance WIth thiS Section 7 3 ~ e e . Section 8 Registration, Temporary Bonds. The Bonds may be registered only as to both prmcIpal and Interest, and any registered Bond may be dIscharged from regIstratiOn, all m the manner and WJth the effect set forth In the provIslOns for regIstration con tamed In the form of Bond set forth In Section 32 hereof The Fiscal Agent will keep or cause to be kept at Its office suffiCient books for the registratIOn and transfer of the Bonds. whJch shall at all bmes be open to mspectlon by the Agency, and, upon presentatIOn for such purpose, the Fiscal Agent shall, under such reasonable regulatlons as It may prescnbe, register or transfer or cause to be regIstered or transferred. on saId regJster, Bonds as herem provJded Any Bond Issued under thiS ResolutIOn may be ISSUed m temporary form exchangeable for defimtJve Bonds when ready for delIvery The temporary Bonds may be pnnted, lIthographed or typewntten, shall be of such denommatlOn as may be determmed by the Agency, shall be WIthout coupons and may contam such reference to any of the provISions of thiS Resolution as may be appropnate. Every temporary Bond shall be executed by the Agency upon the same condIttons and 10 substantially the same manner as the defimtlve Bonds_ If the Agency Issues temporary Bonds, It shall execute and fUrnish defimtlVe Bonds without delay and thereupon the temporary Bonds shall be surrendered for cancellallon at the office of the Fiscal Agent. and the FIscal Agent shall dehver in exchange for such temporary Bonds an equal aggregate pnnclpal amount of defimtlve Bonds of authonzed denommatlons of the same mterest rates and matuntles Until so exchanged. the temporary Bonds shall be entItled to the same benefits under thIS Resolution as definitive Bonds SectJon 9 Funds. There is hereby created WJth the Treasurer a specIal trust fund called the Parlang Project ConstructIOn Fund (the "ConstructIOn Fund") There are hereby created the followmg funds to be held by the Fiscal Agent and apphed as desJgnated herem . (a) The "Revenue Fund". (b) The "Bond ServJce Fund", (c) The "Workmg CapItal Fund", and (d) The "Reserve Fund". SaId funds, exclUSIve of the Working Capital Fund, are to be established and mamtamed to Insure payment, when due or payable. whether at matunty or upon redemptiOn pnor to matunty, of the pnncIpal of and mterest on the Bonds, mcludmg premIUms, If any, due upon the redemptlon of any thereof and to Insure the apphcation of the proceeds of such Bonds to the purposes for which the same were ISSUed Any money placed In any such fund shall constitute a trust fund and until the Bonds and allmterest thereon are paId or until prOVISIon has been made for the payment of the Bonds at matunty or for redemptJOn thereof pnor to matunty With mterest to maturIty or to the call date. by settIng aSide In some trust fund or account an amount suffiCient for said purposes, the moneys m saId fund shall be applIed only to the purposes for which Jt was created, proVlded, however. that mcome denved from the mvestment or deposit of moneys In the Revenue Fund. the Bond Service Fund, the Working CapItal Fund and 10 the Reserve Fund pnor to completion of the Project wIll be depoSited m the ConstructJon Fund SectIon 10 Disposition of Bond Proceeds - Bond Service Fund - Construction Fund - Reserve Fund - Working Capital Fund. Concurrently With the dehvery of and payment for the Bonds, there shall be transferred to the FIscal Agent from the proceeds of sale thereof (a) for deposit m the Bond Service Fund, an amount WhICh, together WIth the prerruum and accrued mterest, if any, shall be suffiCient to pay the mterest commg due on the Bonds to and mcludmg December I, 1980, (b) for depoSIt m the Reserve Fund. an amount equal to MaXimum Annual Debt Service and (c) for deposit 10 the Worlang Capital Fund, the amount of $5.000 After the foregomg transfers have been made. the Treasurer shall deposIt the balance of the proceeds In the Construction Fund The moneys so set aSide In the Construction Fund shall remam therem until from time to time expended for the purpose of carrymg out the ProJect. mcludmg without lImItatIOn, payment of the Note together with any accrued Interest due thereon Pa,rment of such Note (includIng accrued mterest) 4 .. e e . shall be made by the Treasurer on the date of dehvery of the Bonds and shall be deemed to have occurred concurrent with such dehvery When the Project has been completed In accordance with the Lease Agreement, any remammg balance m the Constructlon Fund shall be applied, at the directIOn of the Agency, In whole or In part, as follows (a) Transferred to the Bond Service Fund or the Redemptlon Fund, In which e.vent the Agency shall credn the amount so transferred agamst the next or succeedmg mstallments of Base Rental. (b) Retained In the Construction Fund and used to finance future additIOns or Improvements to the Leased PremiSes, subject to the prOVIsIons of SectlOn 33445 of the Law, or (c) Transferred to the Reserve Fund, to the extent necessary to mamtaln said fund In an amount equal to MaXimum Annual Debt Service . Seenon 11 Revenue Fund. From the date thIS Resolullon takes effect all Pledged Revenues shall be placed In the Revenue Fund, and, except as expressly proVided In thIS ResolutJOn, shall be used only for the purpose of paymg the pnnclpal of and interest on the Bonds as the same fall due So long as the Bonds are outstandmg the Fiscal Agent shall on or before the dates set forth below transfer from the Revenue Fund the followmg amounts to the follOWIng funds (a) Commencmg May IS, 1981. and on each May 15 thereafter, to the Bond ServJce Fund an amount whIch together WIth any balance therem Will be equal to the amount necessary to pay Interest on the outstandIng Bonds on the next two ensumg Interest payment dates (b) CommencIng November 15, 1981, an on each November 15 thereafter, to the Bond Service Fund an amount equal to the amount necessary to pay the pnnclpal amount of Bonds matunng on the next ensumg December I. Any moneys In the Revenue Fund on January 15.1982 or on each January 15 thereafter whIch are JD excess of the amounts requtred to pay pnnclpal and mterest on the Bonds In tbe succeedmg Fiscal Year based upon the amount of Base Rental prOVided therefor shall first be transferred to the Reserve Fund to make up any defiCIency therem and thereafter may, at the discretion of the Agency, In whole or 10 part, be (a) Apphed by the Fiscal Agent to the purchase of outstandmg Bonds, prOVided that the purchase pnce shall not exceed the then current redemptIon price or. If the Bonds are not then subject to redempuo~ the maxunum r~rl""mpt1On price. or (b) Transferred to the Workmg CapItal Fund, or (c) Transferred to the RedemptIOn Fund and apphed to the call and redemptIon of Bonds, or (d) Transferred to the ConstructIOn Fund and used for completIon of the Project or for additions or Improvements to the Leased Premises, subject to the provisions of Section 33445 of the Law, or (e) Either retamed In the Revenue Fund and apphed as a credIt agamst the next or succeedmg mstallment of Base Rental commg due or paId to the City as reImbursement for any rental prevIously paId SectIOn 12 Working Capital Fund. Moneys depoSited In tbe Workmg Capital Fund shall. to the extent available. be used for the payment of (a) All taxes and assessments, if any, of any type or character leVied at any time dUrIng the term of the Lease Agreement upon the Agency's mterest In the Leased PremISes or upon the Agency's operatIOn of the FacIlIty or upon the Income or other revenue denved by the Agency therefrom, (b) Insurance premJUms on all lDsurance requtred or pernlltted on the Leased Premises, (c) Annual Fiscal Agent's fees. and all costs and expenses whIch Agency may !Denr as a result of any default by the CIty under the Lease Agreement. mclud10g reasonable attorneys' fees and the costs and expenses of any SUit or actIon at law to enforce the terms and conditIOns of the Lease Agreement. and 5 ~ e . (d) If at any time the Agency shall operate the Leased Premises by reason of default of the Cny, all costs of mamtenance and operatIon of the Leased Premises To the extent that moneys m the Working Capital Fund are Jnsufficlent to pay any of the foregomg Items when the same become due, the Agency shall, pursuant to Section 4(b) of the Lease Agreement, require the Cny to restore such defiCiency through the payment of Addmonal Rental (as that term IS defined In the Lease Agreement) Upon receipt of said AddItional Rental, the Agency shall depoSIt It With the Fiscal Agent to be placed m the Worlang Capital Fund . Section 13 Resene Fund. Moneys depoSited m the Reserve Fund may, to the extent avallable, be used (a) to repair or rebuild the Facllny In the event of loss or damage thereto, (b) by deposit 10 the Redemption Fund, the creatIon of whIch IS heremafter prOVIded for m Section 18, for apphcatlon as prOVided for moneys m such fund In the event of loss or damage to the Facdlty unde;r cIrcumstances wbere the Faclhty IS not to be repaIred or rebudt and (c) for the purpose of paymg mterest and prInCipal on the Bonds, all as more particularly desCrIbed In this Section 13 (I) In the event of destruction of or damage to tbe Facihty, by fire or earthquake or other casualty or event so that they become wholly or partly unusable, the Agency may apply moneys 10 the Reserve Fund by transfer to the ConstructIOn Fund or the RedemptIon Fund, as the case may be, m the same manner and to the same extent as the Agency IS requIred to apply and transfer money collected from Insurance agalOst the destructIon of or damage to the FacIlity as proVlded In Section 9 of the Lease Agreement and Covenant 6 of SectIon 20 of thIS ResolutIon, and may apply said moneys for the payment of Insured casualty losses not covered by msurance because of deductIble amounts or policy amount hmItatlOns, but no such Withdrawals shall reduce tbe balance In the Reserve Fund below one- half MaXImum Annual Debt Service (2) The moneys 10 the Reserve Fund shall be apphed for the purpose of paymg the mterest on the Bonds as It shall become due and payable, mc1udmg accrued mterest on any Bonds purchased or redeemed pnor to maturIty pursuant to thiS Reso]utlOn, or for the purpose of paymg the prmclpal of the Bonds at their matUrIties, but 10 either case only to the extent that there are msufficlent moneys avadab]e for such purposes In the Bond Service Fund Moneys m the Reserve Fund may be used 10 any event to pay the prIncipal or mterest on the last maturity or matUrIties of Bonds outstandmg Whenever moneys are Withdrawn from the Reserve Fund, the Reserve Fund shall be restored, by transfer from the ConstructIOn Fund pursuant to Section 10 hereof or from tbe Revenue Fund pursuant to SectIon ] 1 hereof, to the extent necessary to mamtam a balance therem equal to MaXimum Annual Debt Service . Section 14 Issuance of Parity BODds. In addltlon to the Bonds, the Agency may by resolutIOn or resolutIOns prOVide for the Issuance and sale of additIOnal bonds, payable from the Pledged Revenues on a panty With the Bonds, In such pnnclpal amount as shall be determmed by the Agency, but subject to the followmg specific conditIons whIch are hereby made conditIons precedent to tbe Issuance and sale of such Pan ty Bonds (a) Such Panty Bonds shall have been authonzed to finance completion of the Project or an additIOn or Improvement to the Leased Premises, and the Issuance and sale thereof shall have been determ10ed and declared by the Agency to be necessary for that purpose, and the Agency shall have comphed With the reqUIrements of SectIon 33445 of the Law (b) The Agency IS not then m default under the terms of thiS Reso]ution (c) The proceeds of the sale of such Panty Bonds, when added to any other moneys of the Agency then available and approprIated for the purpose, wdl be clearly suffiCient (l) to pay the costs of completion of the Project or the addition to, or the Improvement of the Leased Premises. (2) to pay costs and expenses mCldent to the Issuance and sale of such Panty Bonds, (3) to depoSIt 10 the Reserve Fund a sum suffiCient to bnng the balance therem to an amount equal to MaXimum Annual Debt Service and (4) to prOVide suffiCient funds for the payment of mterest dunng the penod of constructIon 6 ~ e e . The resolutIOn authonzmg the Issuance of Panty Bonds shall provIde that the proceeds of the sale shall be used only for the foregomg purposes unul such purposes are satisfied (d) The Agency and the Cny shall have entered mto a supplement to the Lease Agreement or a new lease agreement fixmg the annual rental to be paid by the City followmg the constructIOn for which the Panty Bonds are ISSUed~ and such rental, together with other rental payable under the terms of the Lease Agreement, are In such amounts, and are payable for such terms, as will prOVIde to the Agency suffiCient funds to pay, as the same become due. the pnnclpal of and mterest on all Bonds and Panty Bonds whIch Will be outstandmg follOWIng the Issuance of such Panty Bonds (e) The Panty Bonds shall be payable as to pnnclpal on December 1 of each year In which pnnclpal falls due, and payable as to mterest on December 1 and June 1 of each year (f) Before such Panty Bonds shall be ISSUed and delIvered, the Agency shall file with the Treasurer and the Fiscal Agent a certIficate of the Chairman and the Secretary of the Agency certlfymg that the reqUIrements above set forth In thiS Section have been either met or prOVided for, together with a copy of the supplement to the Lease Agreement or new lease agreement required by subsecuon (d) of thiS Section. Subject to the foregOIng conditIOns. the Agency may by resolution or resolutions provide for the Issuance and sale of such ParIty Bonds upon such terms and condI1Ions and with such provJslons and covenants for the secunty of the Parity Bonds as the Agency may deem adVISable, and for that purpose tbe Agency may, m such resolutIon or resolutions, Incorporate by reference, and make applIcable to the Panty Bonds, proVlSJons of thIS Resolution . Secuon 15 Deposit and Investment of Moneys in Funds. All moneys held by the Agency LD the ConstructIOn Fund and by the Fiscal Agent m the Revenue Fund, Bond Service Fund, Working Capital Fund and the Reserve Fund except such moneys which are at the time lDvested, shall be held In time or demand deposits m any bank or trust company authonzed to accept deposIts of pubhc funds (mcludmg the banlong department of the Fiscal Agent) and shall be secured at all tImes by bonds or other obhgauons which are authonzed by law as secunty for pubhc depoSits, of a market value at least equal to the amount required by law Moneys lD the Construction Fund may be from ume to Hme invested by the Agency, and moneys m the aforementIoned funds held by the Fiscal Agent may, and upon wntten request of the Agency, ~hall be mvested by the Fiscal Agent In Federal Secutltles subject to the follOWIng resttlChOnS (a) Moneys In the ConstructIOn Fund and the Working Capital Fund shall be mvested only In obligations which will by their terms mature at or pnor to the date the Agency estimates the moneys represented by the particular mvestment Will be needed for Withdrawal from such fund (b) Moneys In the Revenue Fund shall be Invested only In obligatIOns whIch will by thcu terms mature on such dates as to permit the transfers requIred by SectIon 11 hereof (c) Moneys m the Bond ServJce Fund shall be mvested only lD obhgations whIch wIll by their terms mature on such dates as to Insure that before each Interest payment date there wIll be In such fund, from matured obhgatJOns and other moneys already 10 such fund, cash equal to the mterest and pnncipal payable on such date. (d) Moneys m the Reserve Fund shaH be Invested m obhgations which by theIT terms mature Within five years from their date of purchase ObligatIons purchased as an investment of moneys m any of said funds shall be deemed at all Urnes to be a part of such fund and the mterest accrumg tbereon and any gam reahzed from such mvestment shall be credited to such fund (prOVided, that any mterest or other Income denved from the Investment of moneys In any fund pflor to completion of the Project shall be credIted to the Construcuon Fund) and any loss resultmg from any such authonzed mvestment shall be charged to such fund or account Without hablllty 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 pnce obtamable or present for redemptIOn any obhgal1ons so 7 ~ e e . purchased whenever It shall be necessary to do so In order to provIde moneys to meet any payment or transfer from such fund or account as reqUlred by this Resolution For the purpose of delermmmg at any gIven time the balance 10 any such fund or account any such mvestment constltutmg a part of such fund or account shall be valued at the then estimated or appl'aised market value of such Investment Section 16 Can and Redemption of Bonds. In the event of loss of, substantial damage to or condemnatlOn of the whole or any substantial part of the Leased PremISes, so as to render the same unusable, as more fully set out In Covenants 5 and 6 of Section 20 hereof, all or any part of the Bonds at that time outstandmg, may, at the optIon of the Agency, be called and redeemed pnor to matunty on any succeedmg Interest payment date, at a redemptIOn poce equal to the pnncIpal amount thereof With accrued mterest to the date of redemption but WIthout premIUm and only m the manner and only from the funds as herem provided In the case of redemptIOn If less than an the Bonds are called pursuant to thIS paragraph, the FIscal Agent sball call outstandmg Bonds In such a manner tbat approxImately equal annual debt servlce will prevaIl Bonds to be then called In each rnatunty Will be selected by lot Except as set fortb m the precedmg paragraph. the Bonds maturmg on or pnor to December I, ] 988. are not subject to call and redemptIon prior to matunty The Bonds maturmg on and after December 1, 1989, may be called pnor to matunty, at the optlOn of the Agency, as a whole. or m part m lDverse order of maturity and by lot wlthm a smgle matunty, and redeemed from funds derived by the Agency from any source, on December 1, 1988, or on any mterest payment date thereafter, upon payment of a redemptlon price equal to the pnnclpal amount thereof With accrued mterest to the date of redemption plus the followmg premIUms (percentage of par value) if redeemed on the followmg dates m the followmg years Redemption Date Premium December 1. 1988 or June ], 1989 _ December 1. 1989 or June I, 1990 .. .. .. . December I, 1990 or June 1, 1991 . December 1, 1991 or June I, 1992 . December I, 1992 or June 1, 1993 n' December 1, 1993 or June I, ]994 ..._. December 1, 1994 and thereafter. .. 3 % 21/2 2 11/2 1 Ih. o . SectIon 17 Notice of Redemption. Notice of redemption pnor to matunty shall be gIVen by pubbcauon at least once prior to the redemptIon date m a Fmanclal Newspaper or Journal of general CIrculation In Los Angeles. Cahforma. and In New York, New York, such pubhcatlon to be not less than 30 days nor more than 90 days before such redemptlon date If any Bond called for redemptIon IS registered, notice of redemption thereof shall also be mailed. not less than 30 days nor more than 90 days pnor to the redemptJon date, to each registered owner of such Bond. but neither failure to mad such notice or any defect many notice so mailed shall affect the suffiCiency of the proceedmgs for the redemptIOn of any of the Bonds Tbe notice of redemptJon shall (a) state the redemption date. (b) state the redemption pnce. (c) state the numbers and dates of maturuy of the Bonds to be redeemed, provided, however, that whenever any call mcludes all of the outstandmg Bonds of any maturity, the numbers of the Bonds need not be stated, (d) reqUIre that such Bonds be surrendered With all Interest coupons matunng subsequent to the redemptlOn date at the office of the Fiscal Agent, and (e) state that mterest on the Bonds deslgnated for redemptlon shaH cease to accrue from and after such redemption date The actual receIpt by the bondholder of notice of such redemptJon shall not be a condItIOn precedent to redemptIon, and failure to receIve such notIce shall not affect the vahdlty of the proceedIngs for tbe redemptlOn of such Bonds or the cessatJon of mterest on the redemptIon date Notlce of redemption of Bonds shall be gIven by tbe Flscal Agent for and on behalf of tbe Agency at the expense of the Agency A certificate by the FIscal Agent that notice of redemptlOn has been gIVen as herem provlded shall be conclUSIVe as agamst all partIes, and no bondholder whose Bond IS called for redemption may object thereto or object to the cessatIOn of mterest on the redemptIOn date fixed by any claim or showmg that he falled to receive actual notlce of call and redemptIOn 8 ~ e e . Section 18 Redemption Fund. Pnor to the redemption date there shall be estabhshed wIth the FIscal A..gent a redemption fund (the "RedemptlOn Fund") and prior to the redemptIOn date there must be set aSide In the RedemptIOn Fund, moneys a..'allable for tbe purpose and sufficient to redeem, at the premIUms payable as In thIS Resolution provided. the Bonds desIgnated In such notice for redemptIOn SaId moneys must be set aSide In said fund solely for that purpose and shall be applied on or after the redemption date to payment (pnnclpal and premIUm) for the Bonds to be redeemed upon presentation and surrender of such Bonds and (except as to Bonds regIstered as to both prinCipal and Interest) all mterest coupons matunng after the redemption date, and shall be used only for that purpose Any mterest coupon due on or poor to the redemption date shall be paid from the Bond ServIce Fund as provIded herem upon presentatIOn and surrender thereof SeCl10n 19 Effect of tbe Notice of Redemption. When notIce of redemption bas been gIVen. substantIal. Iy as prOVIded herem, and when the amount necessary for the redemption of tbe Bonds called for redemption (pnnclpal and premIUm) IS set aSide for that purpose In the RedemptIOn Fund, as prOVIded herem, the Bonds deSIgnated for redemptIon shall become due and payable on the date fixed for redemption thereof, and, upon presentatIon and surrender of the Bonds and (except as to Bonds regIstered as to both pnnclpal and Interest) all mterest coupons maturmg after the redemption date, at the place specified m the notice of redemptIon, such Bonds shall be redeemed and paid at said redemption pnce out of the Redemption Fund, and no mterest will accrue on such Bonds called for redemptIon or on any mterest coupons thereof after the redemption date specified m such notice, aDd the holders of the Bonds so called for redemptions after such redemption date shall look for the payment of the Bonds and the premIUm thereon only to the RedemptIon Fund All Bonds redeemed and all mterest coupons thereof shall be cancelled forthWith by the Fiscal Agent and shall not be reIssued All Interest coupons pertamlng to any redeemed Bonds and which are payable on or pnor to the date fixed for redemptIOn, shall continue to be payable to the respective holders thereof but without Interest thereon All unpaId mterest payable at or pnor to the date fixed for redemptIOn upon registered Bonds shall contlDue to be payable to the respective regIstered owners of such Bonds, or theIr order, but WIthout mterest thereon . Sectlon 20 Warranty and Covenants. The prOVISIons of thiS SectIon 20 shall apply speCifically to the Bonds and shall also apply to any Panty Bonds to which such proVISIons, or any thereof, are by later resolution, made applIcable The Agency shall preserve and protect the seeunty of the Bonds and the nghts of bondholders and warrant and defned theu nghts agamst all claims and demands of all persons So long as any of the Bonds are outstandIng and unpaId or so long as provlSlon for the full payment and dIscharge thereof at matunty or upon redemptIOn thereof pnor to matunty through the settIng apart In a speCIal trust fund or account to Insure the payment or redemption thereof (as the case may be) of moneys suffiCient for that purpose has not been made. the Agency makes the followmg covenants and agreements under the proVISions of the Redevelopment Law which It deems necessary convement. deSirable and adVIsable for the better secunty of the Bonds and to make them more marketable, and It shall be the duty of each and every officer, representatIVe and employee of the Agency to do and perform each and every act necessary or appropnate for such keepmg and performance by the Agency of every such covenant. agreement and obligatIon Covenant 1 Punctual Payment The Agency shall pay punctually the prmcIpal of and mterest on every Bond Issued hereunder, together WIth the premIUm thereon, if any be payable, on the date or dates, at the place or places. and In the manner mentIOned In the Bonds and coupons and 10 accordance WIth theIr terms, and the payments IOta the Bond Service Fund and the Reserve Fund will be made, all in stnct conformity WIth the terms of the Bonds and of thiS ResolutIOn, and shall faithfully observe and perform all of the conditions, covenants, agreements and reqUirements and obligatIOns of thIS Resolution and all resolutiOns supplemental thereto and of the Bonds. and that time of such payment and performance IS of the essence of the Agency's contract With the bondholders 9 ~ e e . Covenant 1 Discharge Clazms The Agency shall pay and discharge from funds available for that purpose all lawful claims for labor, matenals and supphes or other charges, whIch, If unpaId, may become a hen or charge upon any of the revenues of the Agency charged With the payment of the Bonds or upon any of Its facilities or properties the revenues from whIch are pledged to the Bonds, and WhlCh may Impair the secunty of the Bonds Covenant 3 Commence ConstructIOn The Agency shall apply the proceeds of the Bonds to the accomphshment of the purposes for which the Bonds are ISSUed and shall construct the Faclhty In accordance With the Lease Agreement wl1h all practical dispatch and In an economical manner Covenam 4 Enforce and Abide by the Lease Agreement The Agency shall comply with and perform all Its obhgatlons under the Lease Agreement, and shall promptly take all steps necessary to enforce the Lease Agreement and to reqUire the City to perfonn all Its obhgatlons thereunder, mcludlOg the proper budgeting of all Base Rental and AddlUonal Rental pursuant to Sectlon 4(d) thereof The Agency shall advise the Fiscal Agent In wntmg, prJor to the begmmng of each fiscal year and not later than the date fixed for pubhc heanng on the proposed City budget, that saId budget mcludes amounts suffiCient to pay all such Base Rental and Addmonal Rental whIch will become due In the then ensuing fiscal year In the event of any default by the City under the Lease Agreement, the Agency shall promptly pursue and enforce all appropriate remedies under the Lease Agreement, IOcludIng but not hmlted to the re-Iettmg or operatlon of the Leased PremIses and the collectlOn from the CIty of all defiCIenCies as prOVIded in the Lease Agreement, all to the end that the Pledged Revenues will be at least equal to the full Base Rental payable under the Lease Agreement and will be suffiCient to pay, as the same fall due. the pnnClpal of and mterest on the outstandmg Bonds The Agency, except as expressly permitted herein, shall not agree to any amendment of or supplement to the Lease Agreement which would ImpaIr or reduce the secunty of the holders of the Bonds. . Covenant 5 Covenant Agamst Encumbrances. etc. Use of CondemnatIOn or Sale Proceeds Except for the Lease Agreement, mcludmg any optIOns or extenSIons of the tenn thereof granted to the City to lease the Leased PremIses or any part thereof foIlowmg the eXpiratIon of the Lease Agreement and, except to the extent pennltted herem, the Agency shall not mortgage or otherWise encumber, sell. lease or dIspose of any part of the Leased PremIses, or any portIOn of the Pledged Revenues, or enter mto any lease or agreement whIch mIght Impair or Impede the operation of the FaCility, or any part thereof, or might otherwIse ImpaIr or Impede the nghts of the bondholders with respect to the Pledged Revenues In the event of any default by the City under the Lease Agreement, thIS covenant shall not be construed to prevent the Agency, actIng In accordance With the Law and the Lease Agreement, from leasmg or contractmg for the operatIOn or management of any or all of Its faCilitIes or propertIes If the Agency and the CIty each determme that any portIon of the Leased PremIses IS no longer needed or useful for City purposes and purposes lDcldental thereto and that other facilitIes can be acqUIred or constructed which WIll be better SUited to such purposes, the Agency may sell or otherwIse dIspose of such portIon of the Leased PremIses if the proceeds from such sale or other dIsposItIOn (together With any other avaIlable funds of the Agency) are suffiCient to acqUIre or construct such other faCilities, and if the CIty agrees to an amendment of the Lease Agreement by whIch the new facilItIes are substItuted for the portIOn of the Leased Premises so sold or otherWise disposed of for the same remammg term and at a rental not less than the rental prOVIded In the Lease Agreement for the portIon so sold or otherWIse disposed of Any balance of proceeds not needed for such acqulSluon or Improvement shall be placed m the Bond Service Fund and may be credited against Base Rentals under the Lease Agreement If any portIOn of the Leased Premises shall be taken by emment domaIn or other proceedmgs authonzed by law, the net proceeds reahzed therefrom (together WIth any other money whIch shall be or may be made available for such purpose) may be used to acqUIre or construct substItute facIhtIes under the same conditions and restnclJons as are prOVided in the precedmg paragraph 10 the case of a sale or other dlsposJt1on of a portion of the Leased Premises In the event the proceeds cannot or are nOl so used, such proceeds shall be placed m the Redemption Fund and used to redeem Bonds m accordance With the terms thereof 10 ~ e e . Covenant 6 Insurance The Agency shall at all times mamtaIn or cause to be mamtamed with responsible msurers all such msurance on the Leased Premises (valued as defined below) whIch IS customanly maintained with respect 10 properties of like character against aCCident to, loss of or damage to such properties Notwithstanding the generaht)' of the foregomg, the Agency shall not be reqUired to mamtam or cause to be mamtamed any Insurance WhICh IS not avaIlable from reputable msurers on the open market or more Insurance than IS speCifically referred to below The Agency shall durmg any penod of constructIon and thereafter dUrIng the term of the Bonds (a) Keep or cause to be kept (or If the CIty elects, the CIty shall keep) a poltcy or pohcles of Insurance agamst loss or damage to the property covered by thiS Resolution resultmg from fire, hghtmng, vandahsm. mahciOus mischIef, not and civil commotIon, and such perils ordlnanly defined as "extended coverage" and other penIs as the Agency and the Cny may agree should be msured agamst on forms and In amounts sahsfactory to each Such Insurance shall be maIntamed m an amount not less than the full IOsurable value of the propertIes (such value to mclude amounts spent for construction of the Faclhty, and architectural, engmeenng, legal and admmistratlve fees, lDspecUon and supervlSlon) or the amount of the Agency's outstandmg Bonds, whIchever amount IS less, subject to deducuble conditIons of not to exceed one-half Maximum Annual Debt Service for anyone loss The term "full lDsurable value" as used In thIS SectIOn 20 shall mean the actual replacement costs. usmg the items of value set forth above (Includmg the cost of restoring the surface grounds owned or leased by the Agency but excluding the cost of restonng trees, plants and shrubs), less phYSIcal depreCiatIOn SaId "full Insurable value" shall be determined from time to time by an mdependent appraiser appointed by the Agency but not less frequently than once In every 36 months, and (b) Keep or cause to be kept the FacilIty IOsured by earthquake msurance (If such msurance IS obtamable on the open market from reputable Insurance compames) agalOst loss or damage by earthquake In an amount not less than the full Insurable value of such properties or the amount of the Agency's outstandmg Bonds, whichever amount IS less, With deductible conditIons of not to exceed one- half MaXimum Annual Debt Service for anyone loss. and (c) Mamtam or cause to be mamtamed use and occupancy or business mterruptlon or rental lDcome msurance agamst the penis of fire, lIghtmng, vandalism and mahcIous mischIef and such other penis ordInanly defined as "extended coverage" and earthquake 10 an amount equal to not less than 12 months' rental under the Lease Agreement, and (d) MamtaIn or cause to be mamtamed pubhc lIability Insurance against claIms for boddy mJury or death, or damage to property occurnng upon, m or about the Leased PremiSes, such Insurance to afford protectIOn to a hmlt of not less than $500,000 With respect to bodily IDJury or death to anyone person, not less than $1.000.000 WIth respect to bodily lOJury or death to any number of persons many one aCCIdent, and not less than $500,000 With respect to damages to property resultmg from each aCCIdent or event All Insurance herem prOVIded for shall be effected under pohcIes ISSUed by Insurers of recogmzed responsIbIhty, licensed or permitted to do busmess 10 the State of Cabfomla All pohcles or certIficates ISSUed by the respectIve Insurers for msurance shall prOVIde that such pohcles or certIficates shall not be cancelled or matenaIly changed without at least 10 days pnor wntten notice to the Treasurer and the FIscal Agent Copies of such pohcles shall be depoSIted WIth the Treasurer and the FIscal Agent together WIth appropnate eVidence of payment of the premiums therefor, and, at least 10 days pnor to expiration dates of expmng polICies or contracts held by the Treasurer and the Fiscal Agent, copies of renewal or new poliCies or contracts or certificates shall be depoSIted WIth tbe Treasurer and the FIscal Agent All proceeds of Insurance WIth respect to loss or damage to the Leased Facdmes shall be paId to the Agency Upon payment thereof to the Agency (]) if the Facihty IS to be repaired or rebuilt. the Treasurer shall deposit the same In the Construction Fund for applicatIon as prOVided With respect to moneys 10 such . II ~ e e . fund, or (2) If the FacIhty IS not to be repaIred or rebuIlt, the Treasurer shall transfer such proceeds to the FIscal Agent for deposIt In the RedemptIon Fund for applIcatIOn as provIded for moneys m such Fund Covenant 7 Records and Accounts The Agency shall (a) Keep proper and complete books of records and accounts covenng all Its facilItIes and propertIes, any revenues of which are pledged to the payment of the Bonds, and covermg all revenues and funds controlled by thIS ResolutIon, separate from all other records and accounts, m whIch complete, correct and current entnes shall be made of all transactIons relatmg to such facJlJtles, propertles, revenues and funds and of all receIpts, payments, transfers and other transactIOns relatmg thereto SaId records and accounts shall at all bmes be subject to the inspection of the holders of the outstandmg Bonds or their representative or representatIves authoTlzed m wntmg, and (b) Cause such records and accounts to be audited wIthm 120 days after the close of each Fiscal Year by an lOdependent certified pubhc accountant or firm of certdied pubhc accountants A copy of the report of such accountant or firm shall be available for lDspectlon by any bondholder at the office of the FIscal Agent, and the Agency shall furnish a copy of saId report, or a summary thereof, upon request to any bondholder and to any person, firm or corporation who ongmally purchased the Bonds from the Agency Covenant 8 Lzmlts on AdditIOnal Debt (a) No additional mdebtedness shall be ISSUed pursuant to tbe Law or any other law of the State of Cahforma havmg any pnonty 10 payment of pnncIpal or mterest out of the Pledged Revenues over the Bonds or over any Panty Bonds to whIch thIS covenant may be made applicable (b) Except for Bonds Issued for the purpose of refundmg the Bonds and any Panty Bonds to whIch this covenant may be made applIcable. no addltJOnalmdebtedness shall be ISSUed except pursuant to SectIon 14 hereof and subject to the hnlltatlOns thereof Nothmg 10 thIS covenant or 10 thIS Resolution shall be construed to prohibIt the Agenc)' from Issu10g any bonds or 10curnng any other mdebtedness. upon such terms as the Agency may determme, whIch are payable from any revenues or funds of the Agency other than the Pledged Revenues Covenant 9 Tax Status oj Bonds NeIther the Agency nor the FIscal Agent wIll make any use of the proceeds of the Bonds nor permIt the llse of any or all of the Leased PremIses In a manner whIch would cause the mteJ"est on the Bonds to become subject to federal Income taxatIon Covenant 10 Arbitrage The Agency covenants that under no CIrcumstances shall any ImtJallDvest~ ment, subsequent mvestment or relDvestment of the proceeds of the Bonds be made 10 such a manner as to result In the loss of exemptIon from federal mcome taxatIon of mterest on the Bonds Except as permItted dunng "temporary penods" (as such term is defined 10 the proposed Income Tax Regulauons referred to herem) by said proposed Income Tax Regulations, the proceeds of the Bonds shall not be mvested directly or mdlrectly 10 taxable obhgatIOns so as to produce a YIeld which IS materIally hIgher than tbe Yield on the Bonds whIch results m the Bonds constltutmg "arbItrage bonds" wlthm the meanmg of SectIon 103 (c). lmernal Revenue Code of 1954, as amended and the proposed Income Tax Regulations iSSUed thereunder; but such sums may be otherwise mvested If and when such Code and any regulanons thereunder permIt the Investment to be made In the manner made without causmg tbe Bonds to become "arbItrage bonds" Section 21 Fiscal Agent and Paying Agents. The Agency hereby appomts Vmon Bank, Los Angeles, CalIforma, as F1scal Agent to act as the agent and depoSItary of the Agency for the purpose of recelv10g Pledged Revenues and other funds as prOVIded m thIS Resolution, to hold, allocate. use and apply such Pledged Revenues and other funds as prOVIded m th1s ResolutIon, and to perform such other dutIes and powers of the Fiscal Agent as are prescnbed ID thIS ResolutIOn The Agency may remove the FIscal Agent mniaUy appoInted or any successor thereto and In such case shall forthwlth appoInt a successor thereto but any successor shall be a bank or trust company domg bUSIness and havmg an office m the CIty of Los Angeles. havmg a combmed capital and surplus of at least . 12 ~ e e . S50,000,OOO The Fiscal Agent herem appomted or an)' substituted Fiscal Agent may at any tIme resign as such by wntmg filed. wIth the Agency 10 whIch event the Agency shall forthwIth appomt a substitute FIscal Agent and the resIgnatIon shall become effectIve upon such appomtment In the event that the Fiscal Agent or any successor becomes mcapable of actmg as such the Agency shall forthwIth appomt a substitute FIscal Agent Any bank or trust company mto whIch the FIscal Agent may be merged or wIth whIch It may be consolidated shall become the Fiscal Agent wIthout actIOn of the Agency A FIscal Agent may become the owner of any of the Bonds authonzed by thIS Resolution or any of the coupons appurtenant thereto wIth the same nghts It would have had If It were not the Fiscal Agent The FIscal Agent shall have no duty or obhgatlon whatsoever to enforce the collectIon of or to exerCIse dlhgence 10 the enforcement of the collection of funds assIgned to It hereunder. or as to the correctness of any amounts received. but its hablhty shall be hmlted to the proper accountmg for such funds as It shall actually receIVe The recItals of fact and all promises, covenants and agreements, herem and m the Bonds shall be taken as statements. promises. covenants and agreements of the Agency, and the Fiscal Agent assumes no responsibilIty for the correctness of the same. and makes no representatIOns as to the vahdlty or suffiCiency of thiS ResolutIon or of the Bonds or coupons, and shall mcur no responslblhty 10 respect thereof. other than m connectIon WIth the dutIes or obhgations herem or 10 the Bonds aSSIgned to or Imposed upon the FIscal Agent The FIscal Agent shall not be lIable m connectIOn WIth the performance of its dutIes hereunder. except for Its own neglIgence or default The Agency shall. durmg the hfe of the Bonds. proVIde for Paymg Agents, at least one 10 Chicago. IllinOIS. and at least one m New York, New York, at the office of whIch the Bonds and coupons are payable at the option of the holder Section 22 Lost. Destroyed or Mutilated Bonds. In the event that any Bond or any mterest coupon pertammg thereto IS lost. stolen, destroyed or mutllated, the Agency WIll cause to be ISSUed a new Bond or coupon sImllar to the anginal to replace the same m such manner and upon such reasonable terms and condItIOns, mcludmg the payment of costs and the postmg of a surety bond If the Agency deems such surety bond necessary, as may from time to tlme be determmed and prescnbed by resolution The Agency may authonze such new Bond or coupon or coupons to be signed and authenticated 10 such manner as It determmes m said resolUtlon . Section 23 CanceDation of Bonds. AIl Bonds and coupons surrendered to the Fiscal Agent or any PaYing Agent for payment shall upon payment therefor be cancelled ImmedIately and forthWIth transmItted to the Treasurer All of the cancelled Bonds and Interest coupons shall remam m the custody of the Treasurer until destroyed pursuant to due authorizatIOn SectIon 24 Amendments without Consent of Bondholders. The Agency may. from tlme to tIme and at any tIme, adopt such resolutions supplemental hereto as shall not be mconslstent WIth the terms and provlSlons hereof (which supplemental resolutIOns shall thereafter form a part hereof), (a) to cure any ambIgUIty or formal defect or omISSion in thiS ResolutIon or 10 any supplemental resolutIOn. or (b) to grant to or confer upon the Ftsca~ Agent for the benefit of the bondholders any additIOnal TIghts, remedIes, powers, authonty or secunty that may lawfully be granted to or conferred upon the bondholders or the Fiscal Agent, or (c) to add 10 the covenants and agreements of the Agency contamed m thIS Resolution or many supplemental resolutIon. other covenants and agreements thereafter to be observed. or to aSSIgn or pledge additIOnal secunty for the Bonds, proVided, that no such convenant, agreement, assignment or pledge shall adversely affect the mterests of the holders of the Bonds SectIOn 25 Amendments lnth Consent of Bondholders. ThiS ResolutIOn, and the nghts and obhgatlons of the Agency and of the holden. of the Bonds and coupons ISSUed hereunder. may be modIfied or amended at any tIme by supplemental resolution adopted by the Agency WIth the consent of bondholders holdmg SIxt} 13 ~ - e . per cent (60%) 10 aggregate princIpal amount of tbe outstandmg Bonds, exclusIve of Bonds, If any, owned by the Agency or the CIt}, and obtamed as beremafter set fortb, provJded, bowever, that no such moddic.atJon or amendment shall, without the express consent of the holder or registered owner of tbe Bond affected, reduce the prIncipal amount of any Bond, reduce the mterest rate payable thereon, reduce any premIum payable thereon upon redemptIOn thereof, extend Its matunty or the urnes for paymg mterest thereon or change the monetary merllUm In whIch pnnclpal and lnterest IS payable, nor shall an}' sllch modlficatlon or amendment reduce the percentage of consent required for amendment or mo<hficatlOn Any act done pursuant to a modificatIOn or amendment so consented to shall be bmd10g upon the holders of all of the Bonds and mterest coupons, whether such coupons be attached to Bonds or detached therefrom, and shall not be deemed an mfnngement of any oE the provislOns oE 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 permmed by tbe terms of thiS Resolutlon, and after sllcb consent relatmg to such speCIfic matters has been given. no bondholder or holder of any mterest coupon, whether attached to a Bond or detacbed therefrom, shall have any nght or mterest to object to such action or m any manner to questIOn the proprIety thereof or to enJom or restrain the Agency or any officer thereof from taking any action pursuant thereto SectIon 16 Calling Bondholder's Meeting. If the Agency shall deSIre to obtain any such consent It shall duly adopt a resolutIOn calling a meetmg of bondholders for the purpose of consldenng the actlon. the consent to whIch IS desired . Section 27 Notice of Meeting. NotIce specifying the purpose, place, date and hour of such meetlng shall be pubhshed once In a financIal newspaper or Journal of natlonal clrculatlon pubhshed m The City of New York, New York, such pubhcatlon to be not less than 60 days and not more than 90 days pnor to the date fixed for the meetmg Such notIce shall set forth the nature of tbe proposed actIOn. consent to which IS deSIred If any of the Bonds shall be registered, the Agency shall on or before the publIcatJon of such notlce, cause to be mailed a Similar notice, postage prepared, to the respectIve registered owners thereof at thelT addresses appearmg on the bond regIstry books m the bands of the Fiscal Agent The place, date and hour of holdmg such meetmg and the date or dates of publishmg and madmg such notJce shall be determmed by the AgenC) m Its discretIon The actual receipt by any bondholder of notice of any such meetmg shall not be a condItlon precedent to the holdmg of such meetlng, and faIlure to rerelve such notIce shan not affect the validIty of the proceedmgs thereat. A certIficate by the Secretary of the Agency approved by resolutIon of the Agency, that the meeting has been called and that notice therof has been given as herem prOVided shall be conclUSive as agamst all parties and It shall not be open to any bondholder to show that such person faded to receive actual notIce of such meetIng SectJon 28 Voting Qualifications. Bondholders may, pnor to any such meetmg, dehver their Bonds to the FIscal Agent and shall thereupon be entItled to receive an appropnate receIpt for the Bonds so deposited, callIng for the redehvery of such Bonds at any tlme after the meetmg The Fiscal Agent shall prepare and dehver to the chairman of tbe meetmg a hst of the names and addresses of the registered owners of Bonds, with a statement of the matuntles and senal numbers of the Bonds held and depoSIted by each of such bondholders. and no bondholders shall be entItled to vote at such meetmg unless their names appear upon such lIst or unless they shall present their Bonds at the meetmg or a certIficate of depoSIt thereof, satIsfactory to the Agency. executed by a bank, trust company or other depoSitary No bondholders shaH be permitted to vote with respect to a larger aggregate pnnclpal amount of Bonds than IS set agamst thelt names on such lIst, unless they shall produce the Bonds opon whIch they deslTe to vote, or a certificate of deposit thereof as above prOVIded Secuon 29 Issuer-Owned Bonds. The Agency covenants that It WIll present at the meetmg a certdi- cate. Signed and venfied by one member thereof and by the Treasurer, statmg the matuTltles and senal numbers of all Bonds owned by, or held for account of, the Agency or the CIty directly or mdlrectly No person shall be permItted at the meetmg to vote or consent With respect 10 any Bond appeanng upon such certlficate, Or any Bond which 1t shall be estabhshed at or prior to the meetmg IS owned by the Agency or the 14 - e e . CIt)', directly or mdlTectly, and no such Bond (m this Resolution referred to as "Issuer-owned Bond") shall be counted In determmmg whether a quorum IS present at the meeting Section 30 Quorum and Procedure. A representatJOn of at least sixty per cent (60%) III aggregate prIncipal amount of the Bonds then outstandmg (exclUSIve of Issuer-owned Bonds. If any) shall be necessary to consutute a quorum at any meeting of bondholders, but less than a quorum may adjourn the meetmg from Ume to tIme. and the meetIng may be held as so adjourned WIthout further notice, whether such adjournment shall have been had by a quorum Or by less than a quorum The Agency shall, by an Instrument m wrItang, appomt a temporary chairman of the meeting, and the meetmg shall be orgamzed by the election of a permanent chairman and secreta!)' At any meet10g each bondholder shall be entitled to one vote for every $5,000 pnncIpal amount of Bonds WIth respect to whIch such person shall be entItled to vote as aforesaId, and such vote may be glVen In person or by proxy duly appomted by an mstrument m wrItmg presented at the meetmg The Agency, by Its duly authonzed representatIve, may attend any meetmg of the bondholders, but shall not be reqUired to do so SectIOn 31 Vote Required. At any such meetang held as aforesaid there shall be submItted for the consideratIOn and actIOn of the bondholders a statement of the proposed actIOn, consent to whIch is deSIred, and If such action shall be consented to and approved by bondholders hold1Og at least sixty per cent (60%f) III aggregate amount of the Bonds then outstanding (excJusJYe of issuer-owned Bonds) the chaIrman and secretary of the meetmg shall so certIfy III wntmg to the Agency, and such certIficate shall constItute complete eVIdence of consent of bondholders under the prOVISIons of this Resolullon A certIficate Signed and venfied by the chaIrman and the secretary of any such meetIng shall be conclUSIve eVIdence and the only competent eVIdence of matters stated III such certificate relatmg to proceedmgs taken at such meetmg SectIOn 32 Bond and Coupon Forms. Said Bonds shall be issued as payable to bearer, shall be Issued 10 negotIable form and shall be negotiable, and the form of saId Bonds and the Interest coupons attached thereto shall be substantially as follows UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF LOS ANGELES REDEVELOPMENT AGENCY OF THE CITY OF SANTA MONICA PARKING LEASE REVENUE BOND No .. $5,000 . The REDEVELOPMENT AGE"lCY OF THE CITY OF SAl'o;iA MONICA (heremafter sometimes called the "Agency"), a pubhc body corporate and polItic, duly orgamzed and eXlstmg under the laws of the State of Cahforma, for value received, hereby promises to pay (but solely from the funds heremafter mennoned) to the bearer or, if thIS Bond be reglsterd, to the registered owner hereof, on December 1, (subject to the fight of prIor redemplton heremafter mentIOned), upon presentatIOn and surrender of thIS Bond, the sum of FIVE THOUSAND DOLLARS ($5,000), With 10terest thereon (payable solely from saId funds) from the date hereof at the rate of .. percent ( %) per annum, mterest payable semIannually on the first day of June and the first day of December of each and every year until thIS Bond IS paId, upon presentation and surrender of the respecttve mterest coupons hereto attached, prOVIded, however, that If at the matunty date of thIS Bond funds are avaIlable for payment thereof, as prOVIded m the Resolution here10after mentIOned, thiS Bond shall then cease to bear mterest Both prmclpal and mterest are payable In lawful money of the Umted States of AmerIca at the pnnclpal office of UnIOn Bank, Fiscal Agent for the Agency, In Los Angeles. CalI forma, or at the optIOn of the holder, at tbe offices of the Paymg Agents of the Agency In Chicago, I1hnoIs or New York, New York ThIS Bond and the Interest thereon are not a debt of the CIty of Santa MOnIca, the State of CalIforma or any of lts pohttcal subdiVISIOns and neither saId CIty. said State nor any of ItS pohtlcal SUbdIVISions IS hable thereon. nor tn any event shall thIS Bond or saId Interest by payable out of any funds or properties other than the funds of the Agency heremafter mentIOned ThIS Bond does not constitute an mdebtedness 15 - e e . wlthm the meamng of any constitutIOnal or statutory debt hmltatlon or restnctJOn Neither the members of the <\gency nor any persons executlng this Bond are liable personally on this Bond by reason of Its Issuance ThiS Bond IS one of a duly authonzed Issue of Bonds of the Agenc) deSignated .'Parkmg Lease Revenue Bonds" (heremafter called Uthe Bonds") lImited m aggregate prmclpal amount to $14,470,000, all of lIke tenor (except for bond numbers and matunty dates and differences, If any, m mterest rate) .and all of whIch have been Issued pursuant to and to full conformIty with the ConStltUtlon and laws of the State of CalIforma and partIcularly the Commumty Redevelopment Law (Part I of DivlSlon 24 of the Health and Safety Code of the State of Cahforma) for the purpose of financmg a portIon of the cost of a redevelopment project known and designated as The Downtown Redevelopment ProJect, and are authorIzed by and ISSUed pursuant to Resolution No (RAS) (heremafter called .'the Resolution") adopted by the Agency on November 2, 1978. and all of the Bonds are equally secured 10 accordance with the terms of the Resolution, reference to which IS hereby made for a speCific descnptlOn of the secunty therem prOVided for said Bonds, for the nature, extent and manner of enforcement of such secunty, for the covenants and agreements made for the benefit of the bondholders, and for a statement of the nghts of the bondholders, and by the acceptance of thiS Bond the holder thereof and of the coupons attached hereto assents to all of the terms, condItions and prOVISions of saId ResolutIOn In the manner prOVIded In the Resolution, said ResolutIOn and the nghts and oblIgatIons of the Agency and of the holders of said Bonds and coupons, may (with certaIn exceptions as stated in the Resolutlon) be mo(hfied or amended with tbe consent of the holders of 60% in aggregate pnncIpal amount of outstandmg Bonds, exclUSive of Issuer-owned Bonds The pnnclpal of thIS Bond and the mterest thereon are secured by an urevocable and first pledge of, and are payable solely from, the Pledged Revenues (as such term IS defined 10 saId Resolul1on) and other funds, all as more partIcularly set forth 10 the Resolution The Bonds of the Issue of which thIS Bond IS one are redeemable pflor to maturIty 10 the event of loss of or damage to or condemnatIon of the Leased Premises on any succeeding lDterest payment date, at the option of the Agency, 10 whole or lD part. as more fully set out lD the Resolution, for the pnncIpal amount thereof WIth accrued 10terest to the date of redemptIOn but WIthout premIUm and only m the manner and only from the funds as prOVIded 10 said ResolutIon Except as set forth 10 the precedmg paragraph, Bonds matunng on or prIor to December I, 1988, are not subject to call or redemptlOn poor to matunty Bonds matunng on or after December I, 1989. may be called pnor to maturIty. at the optIOn of the Agency, as a whole, or In part 10 mverse order of matunty and by lot wIthm a smgle matunty, and redeemed from funds denved b)' the Agency from any source, on December I, 1988, or on any mterest payment date thereafter upon payment of a redemptIOn pnce equal to the prmclpal amount thereof With accrued mterest to the date of redemptIon plus the followmg premiums (percentage of par value) If redeemed m the follOWIng years Redemption Date PremIUms . December I, 1988 or June I, 1989. December I, 1989 or June I, 1990. December I, 1990 or June 1. 1991. December 1, 199] or June I, 1992 December I, 1992 or June I, 1993 ... December I, 1993 or June 1, 1994 n" December I, 1994 and thereafter. . 3 % 2lh 2 Ilh 1 Ih o Notice of call and redemptIon pnor to matunty shall be given as prOVided In the ResolutlOn ThIS Bond and the coupons attacbed hereto are negotIable Instruments and shall be negotIable by delIvery ThIS Bond may be registered as to both pnnclpal and Interest only, 10 accordance with the prOVISIons for registratIon endorsed hereon It IS hereby recIted, certified and declared that any and all acts. condItIOns and thmgs required to eXist, to happen and to be performed precedent to and m the Issuance of thiS Bond eXist, have happened and have 16 .. e e been performed m due tIme. form and manner as reqUired by the ConstitutIon and statutes of the State of CalIforma Is 'WITNESS WHEREOF, the Redevelopment Agency of the Cny of Santa MOnIca has caused thIS Bond 10 be sIgned on 11s behalf by Its ChaIrman by facsImIle sIgnature and by ItS Secretary and the seal of saId Agency to be Impressed, Impnnted or reproduced hereon, and the mterest coupons hereto attached to be sIgned by said Secretary by facsImIle sIgnature and thIS Bond to be dated the first day of December, 1978 . ChaIrman of the Redevelopment Agency of the CIty of Santa Momca (SEAL) Secretary of the Redevelopment Agency of the City of Santa M omca [COUPON FORM] On the first day of the REDEVELOPMENT AGENCY OF THE CITY OF SANTA MONICA WIll pay to bearer. at the prmcIpal office of Umon Bank. FIscal Agent for the Agency, In Los Angeles, CalIforma, or at the option of the holder, at the offices of the Paymg Agents In ChIcago, IlhnOls or New York, New York solely out of the funds mentioned In the Bond to whIch thIS coupon IS attached, the sum shown hereon m lawful money of the Umted States of AmerIca, bemg the semIannual mterest then due on ItS PARKING LEASE REVENUE BOND. dated December 1, 1978 nh...h....19.. Coupon No $ No Secretary of the Redevelopment Agency of the Cny of Santa MOnica . (FORM FOR REVERSE OF I!>.lEREST COUPON) If the Bond to whIch thIS coupon IS attached IS redeemable and IS duly called for redemption on a date pnor to the matunty date of thIS coupon, this coupon wlll be VOId PROVISIONS FOR REGISTRATION ThiS Bond may be regIstered In the name of any person as the regIstered owner hereof only as to both pnnclpal and mterest, and, If regIstered, may be dIscharged from regIstratIon Each registration, transfer after regIstratIOn, or discharge from registratIon of thIS Bond shall be entered by the FIscal Agent In books kept by It for the purpose and noted by It m the registration blank below Upon reg15tratIon, all unmatured coupons pertammg hereto shall be surrendered to the FIscal Agent and may be preserved or cancelled In Its discretIOn So long as thiS Bond IS registered no transfer hereof shall be valId for any purpose unless made by the registered owner and entered and noted as herein proVIded, and the prInCIpal hereof and any redemptIOn premIUm shall be payable only to the registered owner or to such person's order Interest on thIS Bond. If registered shall be payable to the person whose name appears upon the regIstry books as the registered owner hereof at the close of bUSIness on the tenth day precedIng the mterest payment date. or to such person's order If thIS Bond is dIscharged from regIstratIOn. there shall be attached hereto coupons representIng Interest hereon to become due thereafter to the date of matunty hereof In heu thereof. and upon surrender and cancellatIOn hereof. the FIscal Agent In Its dIscretIOn may cause to 17 -- e e . be ISSUed by the Agency In exchange therefor a new Bond, with such coupons attached, Identical with this Bond, except for the prevIous notatlons on the registratIOn blank hereon, and except that the signatures on the new Bond shaH be those of the persons holdmg the offices at the tlme of affixmg such signatures Except for any tax or other governmental charge, the first such Issuance of a new Bond or new coupons shall be made WIthout charge, and thereafter any such Issuance shall be at the expense of the regIstered owner Each discharge hereof from reglstatlon shall be effected by ~n entry on the registry books, and a notat1On m the blank below, that thIS Bond IS payable to bearer, whereupon thiS Bond shall become an unregIstered bearer mstrument, negotiable by dehvery as If It had never been registered Each request for registratIOn, transfer, or discharge must be 10 form satisfactory to the Fiscal Agent and must be made In wrltmg, sIgned by tbe reglstered owner, or by such person's agent duly authoTlzed m wntmg, or by the bearer, as the case may be Date oj ReglSlranon In Whose Name Re$lstered Signature of Ftscal Agent . Sectlon 33 Proceedings Constitute Contract. The prOVISions of thiS Resolutlon, of the resolutIons prOVIdIng for the sale of the Bonds and awardmg the Bonds and fixmg the mterest rate or rates thereon, and of all other resolutIons adopted in connectlon WIth the authonzatlOn of the Bonds shall constitute a contract between the Agency and the bondholders and the provlSlons thereof shall be enforceable by any bondholder for the equal benefit and protection of all bondholders SimIlarly Situated by mandamus, accountmg, mandatory lDJunCtlOn or any other SUIt, actIOn or proceedmg at law or m equity that IS now or may hereafter be authOrIzed under the laws of the State of Cahforma m any court of competent JUTlSdlctlon SaId contract IS made under and IS to be construed m accordance With tbe laws of the State of Callforma No remedy conferred hereby upon any bondholder IS Intended to be exclUSIVe of any other remedy, but each such remedy IS cumulatIVe and In addltlOn to every other remedy and may be exerCIsed without exhaustmg and WIthout regard to any other remedy conferred by the Law or any ather law of the State of Cahforma No waiver of any default or breach of duty or contract by any bondholder shall affect any subsequent default or breach of duty or contract or shall ImpaIr any Tights Or remedies on said subsequent default or breach No delay or omiSSion of any bondholder to exercIse any right or power accrumg upon any default shall lmpau any such Tight or power or shall be construed as a wal'.er of any such default or acqUIescence therem Every substantive Tight and every remedy conferred upon the bondholders may be enforced and exerCIsed as often as may be deemed expe(hent In case any SUit, actIOn or proceedlDg to enforce any r1ght or exercise any remedy shaH be brought or taken and should said sun, actlOn or proceedmg be abandoned, or be determmed adversely to the bondholders, then, and In every such case, the Agency and the bondholders shall be restored to theu former poSitIOns, nghts and reme(hes as If such SUit, actIOn or proceedmg had not been brought or taken After the Issuance and dehvery of the Bonds, thiS ResolutIOn and supplementary resolutions thereto shall be Irrepealable, but shall be subject to modificatIOn or amendment to the extent and m the manner proVided m thiS ResolutIon, but to no greater extent and In no other manner Section 34 Defeasance. If the Agency shall payor cause to be paid, or shall have made provlSlons to pay. or there shall have been set aSide m trust funds to pay, to the holders of the Bonds and coupons. the pnnclpal and mterest. and premIUm. If any, 10 become due thereon, then the pledge of the Pledged Revenues and all other nghts granted hereby. shall thereupon cease. termmate and become VOId and be discharged and satisfied 18 - e e . Bonds or coupons for the payment and discharge of which upon matumy, or upon redemption prior to matunty, provIsIOn has been made through the setting apart In a reserve fund or specIal trust account created pursuant to thiS resolution or otherwise to Insure the payment thereof, of money sufficient for the purpose or through irrevocable segregation for that purpose In some slnkmg fund or other fund or trust account of moneys sufficient therefor, mcludmg but not hmited to, Investment Income earned or to be earned on Federal SeCUritIes, shall, as provided herem, no longer be deemed to be outstanding and unpaId, provIded, however, that if any such Bonds are to be redeemed pflor to the matunty thereof, the Agency shall have taken all actIOn necessary to redeem such Bonds and notice of such redemptIOn shall have been duly given or prOVISions made for the gl\lmg of such notice. and provided further that, If the maturity or redemptIOn date of any such Bond shall not have arrived, prOVISIon shall have been made by the Agency by deposIt. for the payment to the holders of any such Bonds and coupons. upon surrender thereof. whether or not pnor to matunty or redemptIOn date thereof, of the full amount to whIch they would be entitled by way of pnnclpal, premlUm, If any, or mterest to the date of such matuflty or redemptIOn. mcludmg In the computatIOn of saId full amount any mcome to be earned by way of mvestment of said deposit. as provIded below, and prOVISIon shall have been made by the Agency, for the pubhcatlOn, In a Fmancial Newspaper or Journal of general clTculatlOn m New York, New York, of a notIce to the holders of such Bonds and coupons that such moneys are available for such payment Moneys held for payment or redemptIOn In accordance WIth the prOVISions of thiS sectIOn shall be Invested In Federal Secuntles, to mature or be WIthdrawable. as the case may be. not later than the lime when needed for such payment or redemptlon Net mcome earned on such Investments may he paid to the Agency or may be used for the payment or redemptIOn of Bonds and to the extent permltted by law may be conSIdered as adequate prOVISIon for payment SectIon 35 Se~eTability. If any covenant. agreement or prOVISion, or any portton thereof, contamed In thiS Resolution, or the applicatIOn thereof to any person or Circumstances, IS held to be unconstnutlOnal. mvahd or unenforceable. the remamder of thIS ResolutIOn and the apphcation of any such covenant. agreement or prOVISIOn, or portIOn thereof. to other persons or Circumstances, shaH be deemed severable and shall not be affected, and thiS Resolution and the Bonds ISSUed pursuant hereto shall remam valid and the bondholders shall retam all vahd nghts and benefits accorded to them under thiS Resolution and the ConStltutlOn and laws of the State of Cahforma If the provISIons relating to the appomtment and duties of a FIscal Agent are held to be unconstitutIOnal, mvahd or unenforceable, saId duties shall be performed by the Treasurer . SectlOn 36 Effective Date. ThiS ResolutIOn shall take effect upon adoption ADOPTED AI'D ApPROVED thiS 2nd day of November, 1978 J~~ ,J J~_L~' S~cretary of the Redevelopment Agency of the City of Santa Momca i r. ... ' J...h f n- -t-"'- ,~ J.-~ -Chamila~ of the Redevelopment >\gency of the eny of Santa Momca (SEAL) 19 - . e e Resolution No. 1~4 Redevelopment Agency I hereby certify that the foregoing resolution was duly adopted by the Redevelopment Agency of the City of Santa Monica at a special meeting thereof~ held on the 2nd day of November, 1978. AYES: Bambrick,Reed, Trives, Cohen NOES; Scot t ABSENT; Swink, van den Steenhoven r / r- /- / /~11 --/-' ci. L~--~ ~.... \." John Jal i 1 r. Secretary APPROVED AS TO LEGAL FORM AND ADEQUACY; ~3.nup- S~ ~~~'n~ City Attorney . ~ 20