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RESOLUTlO"ll 1\0.
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RESOLt: no:\' OF THE REDEYELOP-'IE:\T AGE~CY OF THE CITY OF SAXTA J\fO::'\ICA
AUTHORIZI:\"G THE ISSUA ,"CE OF A ~3,700,OOO PRINCIPAL A:\lOU:'\T ISUTE OF SAID
AGEl\'CY TO FIi\AI\CE >\ I)ORTIO~ OF THE COST OF A REDE'. ELOP'IE~T PROJECT
K."iOW~ AS THE S.\l\:TA :\10:"IC>\ DOW:\TO\V:\ REDEVELOP}IE~T PROJECT.
.
WHEREAS. the Redevelopment Agency of the CIty of Sama ~.fomca IS a redevelopment agency (a
public body. corporate and polInc) duly created eqabhshed and authonzed to transact busmess and
e"\ercise Its powers, all under and purslldnt to the Commumty Rede\e1opment Law (Part I of DmsJon
24 of the Health and Safety Code of the State of Cahforma) and the powel s of such agency mclude the
power to Issue bonds for any of lts corporate purp(1~es. and
WHERH.S. a rede\elopment plan for a redevelopment project known and deslgnaled as the .'Santa
i\1omca Dmmtown RedC\-elopment ProJect" has been adopted and approved and all reqUIrements of
law for, and precedent to, the adoption and approval of saId plan have been duly complied WIth, and
WHEREAS. m accordance wIth saId redevelopment plan. the Agency proposes to aequrre a ee] tam
parcel of land (the "S]te") dnd to provIde a parkmg facIlIty together \\I~h related public Improvements
thereon. and to lease the Site (also herem known as the 'Parkmg ProJect") to the CIty of Sdnta ~10111ca,
and
\VHERE.\S, the Agency and the CIty CouncIl have deternuned by resolutlOn pursuant to SectIOn
33445 of the Health and Safety Code of the State of Cahforma that the Parkmg Project IS of b::nefit to
the redevelopment prOject area, and
WHERE.\S. the Agency deems It necessary to Issue Its bonds to finance a portIOn of the cost of
such redevelopment, to WIt. the acqUlsrtlon of the SIte,
l'\ow, THEREFORE. the Redevelopment Agency of the CIty of Santa lvfomca DOES HEREBY RESOLVE,
DETERMINE A~D ORDER as follows
SectIon 1 Definitions. As used m thIs ResolutIOn the followmg terms shall have the follov..mg
mearungs
.
(a) "Bol1d or Bonds" means the $3.700,000 pnnClpal amOUTl[ note authonzed by thIS
ResolutIon
(b) "CIty" means the Crty of Santa MCl1Ica, Cahforma
(c) "City COUTICII" or "CouncIl" means the Santa MOllica Crty CounCIl
(d) "Federal SecuntIes" means any obligatIOns descnbed In ~ubparagraphs (b) and (e) of
Section 53601 of the Government Code of th~ St~te of California, to the extent that such obhgatlOTIs
are ehglble for the legal mvestment of Agency funds
(e) '.Flscal Year"' means the ~ear penod begmmng on July 1st and endmg on the next
folIowmg June 30
(f) "Law" or '.Redevelopment Law" meaTJ.S the Commumty Redevelopment Law of the
State of Cahforllla as CIted III the ret:llals hereof
(g) "Lease Agreement"' means that certam Lease Agreement (to whlch thls ResolutIOn WIll
be attached as ExhIbIt B) to be dated as of :.1ay 1. 1978, between the Agency and the CIty,
mcludmg an)' amendments or supplements thereof made In accordance \\1th the prov]slOns of thIS
ResolutIOn
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(h) "Pant! Bonds" mean, an! addltioTlal Bonds Issued by the Ag<.>nC). as permItted by SectlOn
12 of thIs ResolutIOn
(I) 'Parkmg ProJect" ITJCdnS the. acgulSltJon of the Site and Its prOVISIOn as a publlc parkmg
facIlIty
(J) 'Pa) mg Agent" means any paymg agent proYJded by the t\gency pursuant to thiS
Resolutlon
.
(k) "Pledged Revenues" means the base rental payable by the CIty to the Agency under
the terms of the Lease Agreement any other sums, however descnbed, with respect to the Lease
Agreement, mcludmg but not limited to condemnatIOn or Illsurance proceeds, all moneys credited
upon base rental as prOVIded III the Lease Agreement or In thiS Resolution. all net revenues. If any,
received by the Agency from the reJettmg or operatlon of the SIte III the event of a default by
the City thereunder, and any o~her moneys whIch under thIS ResolutIOn are reqUIred to be placed
m the Bond Service FU'ld The Pledged Revenues shall be covered by an assignment of the
Agency's mterest under the Lease Agreement, weh aSSIgnment to be ill such form, such substance
as eVIdenced by the SIgnatures of the officers who are signatory thereto
(1) "Redevelopment Agency" or "Agency" means the RedeveLopment Agency of the CIty
of Santa :\lomca
(m) '"Redevelopment Plan" means the redevelopment plan for the Redevelopment Project
Area approved and adopted by Ordmance No 1021 (CCS) of the CIty, and mcludes any amend-
ments of saId plan heretofore or hereafter made pursuant to law
(n) "Redevelopment Project"' means the project of carrymg out, pursuant to the Law, the
Redevelopment Plan for the Redevelopment Project Area
(0) "Redewlopment Project Area" means the project area descnbed and defined In Ordmance
No 1021 (eCS) of the CIty, whIch project area IS known and deSIgnated as "Santa Momca
Downtown Redevelopment ProJect"
(p) "ResolutIOn" means thIS ResolutIOn. provldmg the terms and conditIons for the Issuance
of the Bonds
(q) 'Treasurer" or 'Treasurer of the Agency" means the officer who IS then performmg the
functIOns of Treasurer of the Agency
.
SectIOn 2 Amount, Issuance and Purpose of Bonds. Cnder and pursuant to saId Law and under
and pursuant to thiS ResolutIOn, Bonds of the Rcde\elopment Agency III the pnnclpal amount of
53,700.000 shall be lssued by the Agency for the purpose of financmg the acqmsItlon of the Site and
for other purposes related thereto as hcr.;mafter provJded
Section 3 :'\ahne of Bonds. The Bonds shall be and are speCial obhgatlOns of the Agency and
.Ire secured by an Irrevocable and first pledge of, and are- payable as to both pnnctpal and mterest
from the Pledged Revenues and any o~her funds la\\fuIly avaIlable therefor SaId Bonds and the
l11terest thereon are not a debt of the CIty of Santa :Momca, the State of CalIforma or any of ItS
pohhcal ~ubdlVlslOns and neIther sald City, Said State nor any of Its pobtJ.cal subdIvlSlons 1S hable
on tbem. nor III any eVent shall sald Bonds or mterest be payable out of any funds or propertIes other
than those of the Agency as m thIS Resolutlon set forth SaId Bonds do not constItute an mdebted-
ness wlthm the meamng of any constltutlOnal or statutory debt hm!tatlon or restncuon Kelther the
members of the Agency nor any persons executmg the Bonds are hable personally on the Bonds by
reason ot theIr Issuance
Any Bond for the payment and discharge of which upon maturity, or upon redemptIon pnor to
matunty, provIslon has been made through the setting apart m a speCial LLlSt fund or account created
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pur,uant to thIs Re,olutJCIn or othcf\\lse to m<;ure the pa~m~nt thereof. of money ~ufliclen: for the
purpose. shall be deemed to be no longer oli+standmg \\1!hm the mcanmg of any prO\.lslOn of thIs
ResolutlOll
J\Olhmg In thlS ResolutIOn shall preclude the payment of said Bopds from the proceeds of refundmg
bonds ISSUed pursuant to law :t\'O:hlf}g In thIS Re~o]ulion shall prevent the Agency from makmg advances
of ItS ov,n funds hO\\soever derived to any of the uses and purposes mentioned In thIS Resolut'on
.
See-tWfi 4 DescnptlOn of Bonds. The Bonds shaH be 10 the prmclpal amount of S3.700.000.
shall be 1 m number and shall be of the derlOmmatlOn of $3.700,000 S1.ld Bonds shall be deslg!13ted
'PromIssory Kate"'. shzlI be dated \.1ay 1, 1978. and shall mature on May 1, 2004 PnnClpal shall be
payable on May 1 In the fO]]o\Hng amounts for each of the years as follows
Prmupal Prmclpal
Year .\mount Year .\.mount
1980. S 50,000 1993. $140.000
1981 n 55,000 1994 150.000
1982 60.000 1995 160.000
1983. 65.000 1996 175,000
1984. 70.000 1997. 185,000
1985_ 75.000 1998 200,000
]986. 80,000 1999 220,000
]987 85,000 2000_ _ n 235,000
1988. 95.000 2001 255,000
1989 100.000 2002 275,000
1990. 110.000 2003 295,000
1991 120.000 2004 -- -- --- --- 320,000
1992 _ 125 000
Section 5 Interest. The Bonds shall bear mterest at a rate or rates to be hereafrer fh:ed by
resolutIOn, but not to exceed 5 i x percel1t (6%) per annum. payable semiannually on ?'"ovember 1 and
\fay I of e~ch ye8r Each Bond shall bedr mterest until the pnnc]pal ,urn thereof has been paId. pro-
vided. howe\er, that ]f funds are ava1lable for the paymerr thereof 111 full accl.'rdance wIth the terms
of thIS Re!>olutJon. 'aid Bonds sl-tall then cease to bear Interest
.
SectIOn 6 Place of Payment. The Bonds and the Jl1terest thereon ,hall be payable III lawful
money of the UnIted States of .\menca a~ the Office of the Treasurer
SectIOn 7 Execution of Bond... The Bonds shall be ~]gned on behalf of the Agency by 1tS Chau-
man by manual Signature and by ltS Secretary by manual sIgnature. and the seal of the A..gency shall
be Impressed, Impnnted or reproduced th<:.feon Interest paId shall be eVIdenced by endorsemen: on
the Bonds by the Treasurer The foregolOg officers are hereby authonzed and dIrected to SIgn saId
Bonds and to make endorsement thereon In accordance WIth thIS SectIon 7
Section 8 Registratilm. The Bonds may be registered only as to both pnnc]pal and mterest
Sccilon 9 Funds. There ]s pereby created wnh the Treasurer a speCial trust fund called the
Santa :\.fomca Downtown Rede\-elop!1lent Project Redevelopment Fund There IS hereby c.reated a
spec]a1 trust account w]thm "aid fund called the Parkmg AcqUlSltlOn Account
SaId funds are estabhshed and are to be mamtamed to lllsure payment, when due or pa: able, of
the pnnClpal of and mterest on the Bonds and to Insure the apphcatIOn of the proceeds of such Bonds
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to the purposes for \\hlCh the <;amc werc l<;SliCd An) money placed ID any ~uch fund or account <;haIl
comtJtute a trust fund and unnl the Bonds and all mterest thereon are pald or un hI provlSlon has been
made for the payment of the Bonds at ITlatunty or for redemptIOn thereof pnor to matunty wIth mterest
to lTlatunry or to the call date, by settmg aSlde m some trust fund or account an amount sufficlent for
saId purposes, the moneys III sald fund or account shall be applied only to the purposes for whlch
It 'I.va<; created
.
Sectwn 10 DIsposition of Bond Proceeds - Bond Senice Fund - Parking Acquisition Account.
Concurrently wlth the dehvery of and payment for the Bonds. the Treasurer shaH depOSIt any accrued
mterest III the Bond ServIce Fund (hereby established) and the balance of the proceeds m the Parkmg
A.cqUlsltlOn Account The moneys so set aqde III the Parkmg AcqUlsltlon Account shall remam therem
untll from tIme to tIme npended for the purpose of carrymg out the Parkmg Project
Sectlon 11 RCl"enUe Fund. From the date thlS Reso]utlOn takes effect all Pledged Revenues shall
be placed m the Revenue Fund (hereby established), and, except as e-.;press]y provIded m thIS Resolu-
tm'), shall be used only for the purpose of pal mg the pnnclpal of and mterest on the Bonds as the
same fall due
Sechon 12 Issuance of Parit)' Bonds. In add1tlOn to the Bonds authonzed to be ISsued under
thIS ResolutlOn, the Agency may by resolutJOn or resolutlOns provIde for the Issuance and sale of Bonds,
payable from the Pledged Revenues on a panty wIth the Bonds, m such princIpal amount as shall be
determmed by the Agency, but subject to the folIO\\mg specific condlhons WhICh are hereby made
condltlOns precedent to the Issuance and sale of such Panty Bonds
(a) Such Panty Bonds shall have been authonzed to finance the Parkmg Project or an
addlhon, e-.;tenslOn or Improvement to the Parkmg ProJect. and the Issuance and sale thereof shall
have been determmed and declared by the Agency to be neces~ary for that purpose.
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(b) The Agency IS not then m default under the terms of thIS Res.olutJon
(c) The proceeds of the sale of such Panty Bonds. when added to any other moneys of
the Agency then aVallable and appropnated for the purpose, wIll be clearly suffiCIent (1) to
pay the costs of the Parkmg Project or the addItiOn, extensIOn or Improvement of the Parkmg
Project, (2) to pay costs and expenses mCldent to the Issuance and sale of such Panty Bonds, and
(3) to pronde suffiCIent funds for the payment of mteIest dunng the penod of acqu1S1hon and
constructlOn The resolution authonzmg the Issuance of Panty Bonds shall provlde that the proceeds
of the sale shall be used only for the foregomg purposes unhl such purposes are satIsfied
(d) The Agency and the Oty 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 following the carrying out
of the purposes for whlch the Panty Bonds are ISSUed, and such rentaL together ,vlth other rental
payable under the terms of the Lease Agreement, are m such amounts. and are payable for such
terms. as w]ll proVIde to the -\gency sufficient funds to pay, as the same become due, the pnnclpal
of and mterest on all Bonds ".hlch WIll be outstandmg followmg the lssuance of such Panty Bonds
(e) The Panty Bonds shall be payable as to prmclpal on May 1 of each year m WhICh
pnnClpa] falls due. and payable as to mlerest on ~Iay 1 and November I of each year
(f) Before such Panty Bonds shan be lssued and delivered. the Agency shall file 'Vlth the
Treasurer and the FIscal Agent a certIficate of the Chau-man and the Secretary of the Agency
certlfymg that the reqUlrements above set forth m thIS SectJon have been either met or proVIded
for, toge~her \\'lth a copy of the supplement to the Lease Agreement or new Lease Agreement
reqUIred by subsectlon (d) above
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Subject to the foregomg condltlons. the Agency may by resolution or res0]U!1ons provIde for the
Issuance and sale of such Panty Bonds upon such terms and condll'ons and with such prOVI<;lons
and covenduts for the secunty of the Panty Bonds as ~he Agency may deem advlsable, and for that
purpose the Agency may, in sucb rcsolulJOD or rcsolutJOns, Incorporate by ref~rence, and make appbcabJe
to the Panty Bonds. prOVISJOns of thIS ResolutJOn
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SectIOn 13 Deposit and Inn<;tmcnt oE l\IoneJio 10 Funds. All moneys held by the Agency III the
Parkmg AcqmsJtIOn Account and In the Bond SerVIce Fund, except such moneys whIch are at the
tIme Illvested. shall be held In lIme or demand deposJts III any bank or tru;;t company authonzed to
accept d~poslts of publ1c funds and shall be secured at all tImes by bonds or otPer obligatIons whICh are
authonzed by law as secunty for publIc deposlts, of a market value at least equal to the amount
reqUired by law
r..-1oneys In the Parlang AcqUlsltJOn Account may be from tlmc to tIme Illvested by the Agency, and
moneys III the Bond ServIce Fund may be Invested III Federal SecuntIes subject to the followmg
restnctlOns
(a) Moneys III the Parkmg AcqUISItIon Account shall be Illvested only III obbgatJOTIs whlch
will by thelf terms mature at or pnor to the date the AgenC) estImates the moneys represented
by the partlcular Investment WIll be needed for wJthdrawal from such fund
(b) Moneys III the Bond SC[v]ce Fund shall be mvested only m obhgatlOns whIch wIll by
thelf terms mature on such dates as to Insure that before each mterest paJment date there wIll be III
such fund, from matured obllgatlOm and Olher moneys already III such fund. cash equal to the
mterest and pnnclpal payable on such d'lte
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Obligatlons purchased as an mvcstment of moneys m any of saId funds or accounts shall be deemed
at all tImes to be a part of such fund or account and the l!1terest accrumg thereon and any galll realIzed
from such Jnvestment shall be credIted to such fund or aCCOUl)t (prOVIded, that any Interest or other
]"!come denved from the 1TI\'e5tment of moneys In any fund or account pnor to completIOn of
the Parkmg Project shall be credIted to the Parkmg AcqUISItIOn and Construe lIon Account) and any
loss resultmg from any such authonzed Illvestment shall be charged to such fund or account \\Ithout
lIabIlity to the Agency or the members and officers thereof The Agwcy shall sell at the best pnce
obtalllable or present for redempllon any oblIganons so purchased whenever It shall be necessary to do
so In order to provlde. moneys to meet any payment or trdTIsfer frem ~uch fund or account as reqUIred
by thIS ResolutIOn For the purpose of determlllmg at any gIven time the balance In any such fund or
account any such mvestmcnt constltutmg a part of such fund or account shall be vdllled at the then
estImated or appraIsed market value of ~uch mvestment
SectIOn 14 Redemption 01 Bonds. The Bonds are subject to call and redemptIOn pnor to
matunty, at any tIme. as a whole, upon 30 days notJce published m a newspaper of general cuculatlon
III the CIty of Santa ~...fomca, at the pnnClpal amount tbereof plus accrued mterest to the date of
redemptIOn
SectIOn 15 Wanant)' and Covenants. The proVISIOns of thIS SectIOn 15 shall apply specIfically to
the Bonds and shall also apply to any Panty Bonds to \\hlch such prOVISIOns, or any thereof. are by
later resolutIOn, made applIcable The Agency shall preserve and protect the secunty of the Bonds
and the nghts of bondholders and \\ Etrrdnt and defend then nghts agall1st all claIms and demands of all
persons So long as any of the Bends are outstandlllg and unpald or so long as pronsIOn for the full
payment dnd dIscharge thereof at maturIty or upon redemptIOn thereof pnor to matunty through the
settmg apart III the Bond SerVIce Fund or III a speCIal fund to msure the payment or redemptIOn thereof
(as the case may be) of moneys sufficiem for that purpose has not been made, the Agency makes
the followmg covenants and agreements under the pro\ !SlOns of the Law whIch It deems necessary,
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convement, des'rable and advJ~abJe for the bctter sccunry of the Bonds and to make them more
marketable. and It shall be the dUlY of each and every officer, repre<entatlve and employee of the Agency
to do and perform each and every act neces~ary or appropnate for <ueh keepmg and performance by
the Agency of every such covocnanl. agreement and oblIgatIOn
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COl;enanJ} Punc/pal Payment The Age'lc)' <hall pay punctually the pnnclpal of and mlcrest
on every Bond "sued hereunder, together wllh the premlUm thereon. tf any be payable, on the date or
dates, at the place or places, and m the manner mentIOned III the Bonds and m accordance WIth thelt
terms, and the paymcnts mto the Bond ServIce Fund will b~ made, all In stnct conformity wIth the
terms of Ihe Bonds and of th,s ResolutIOn, and that ]t WIll faIthfully observe and perform all of the
condltlOns, covenants, agH'ements and reqUirements and oblrgatlOns of thiS ResolutIOn and all resolutIOns
supplemental thereto and of the Bonds. and that time of such payment and performance ]S of the
es~cnce of the Agency's contract \\'lth the bondholders
Covenant 2 Discharge Claims The Agency shall pay and dIscharge from funds avaIlable for
that purpose allla"ful claIms for labor. materIals and supplIes or other charges. ,,'hlCh, tf unpaId, may
become a lien or charge upon any of the revennes of the Agency charged WIth the payment of the Bonds
or upon any of Its facllItJes or properlles the revenues from \\hlch are pledged to the Bonds, and which
may Impa]r the seeunt}' of the Bonds
CO! enant 3 AcqUIre Site The Agency shall apply the proceeds of the Bonds to the accomplIsh-
ment of the purposes for which the Bonds are Issued and shall acqUIre and prepare the S,te m accordance
\\Ith the L~a'e Agreement WIth all practIcal dIspatch and In an economIcal manner
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Covenant 4 Enforce and Ab,de by the LeaJe Agleement The Agency shall comply vnth and
perform all ItS obhgatJons under the Lease Agreement, and shall promptly take all steps necessary
t{l enforce the Lease Agreement and to reqUIre the CIty to perform all Its obligatIOns thereunder, mc1udmg
the proper budgetmg of all base rental and addItIonal rental pllIsuant to SectJon 4 (e) thereof The
Agency s]1all adVIse the Treasurer m wntmg, pnor to the begmmng of each fiscal year and not
later than the date fi1i:ed for pubhc heanng In the proposed CIty budget, that saId budget Includes
amounts suffiCient to pay all such base rental and addJlIonal rental whIch WIll become due III the
then ensumg fiscal year In the event of any default by the Cny under the Lease Agreement,
the Agency shall promptly pursue and enforce all appropnate remedIes under the Lease Agreement
mc1udmg but not lImJled to the relettmg or operatIon of the SJle and the collectIon from the CIty of all
dellc1encle~ as proVIded III the Lezse Agreement. ell to the end that the Pledged Revenues from the
S'le deposIted m the Reyenue Fund WIll be at least equal to the full base rental payable under the
Lease Agreement and WIll be suffiCIent to pay, as the sallJe fall due. the prinCipal of and mterest on the
outstandlllg Bonds and any Panty Bonds The Agency, except as expressly penmlted herem, shall not
agree to any amendment of or supplement to the Lease Agreement whIch would llnpmr or reduce the
secumy of the holders of the Bonds
Co,cnanl 5 Covenant Agall1sr Encumbrances, efc, Use of CondemnatIOn or Sale Proceeds
E>,cept for the Lease Agreement, mc1udmg any options or extensIOns of the term thereof granted to
tpe Cny to lease the SHe or any part thereof foUowmg the expIratIon of the Lease Agreement and,
exc-ept to the e'(tent pcrmltted herem. the Agency shall not mortgage or otherw'se encumber, sell, lease
or dIspose 0' any pdrt of the Sne. or an~ pm !lon of the Pledged Re\'enues. or enter mto any lease or
agreement whIch mIght 'mpaJr or Impede the operallon of the SIte, or any part thereof, or mIght other-
WIse ImpaIr or Impede the fights of the bondholders With respect to the Pledged Revenues In the event
of any default by t11e Cny under the Lease Agreement. th,s covenant shall not be construed to prevent
,he Agency. actmg m accordance wIth the Law and the Lease Agreement, from leasmg or contraetmg
for the operation or management of any or all of ItS faCIlItIes or properties
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Ull.LCl penIS orUUJ.a.lll} u;;;:nne"O"3::--. r.: '\.LI;;UU'l;U l,:V"l;;lll~t:: CHiLI .....U.l LU\fUU.J'o.v -'-U UUJVUHL '-'-i UQrtu UUl
less than 12 months' rental under the Lea,e Agreement. and
(d) Mamtalll or cause to be mamtamed pubhc habIlIty msurance agamst claIms for bodIly
IllJllIY or death, or damage to property oeeunmg upon, m or about the property. such msurance
to afford protectlOn to a limn of not less than S250.000 WIth respect to baddy Injury or death to
anyone person, not less than $1.000.000 with respect to bodIly IllJur)' or death to any number of
persons III anyone aCCIdent. and property damage hablllty msurance m an amount not Jess than
$50,000, and
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All Insurance herem provided for shall be effected under pOhCICS Issued by msurcrs of recogmzed
respof'sIbJ1lty. hcemed or permltted to do bUSIness III the State of Callforma
All polIcies or certificates I<;sued by the respectl\ce Illsurers for Insurance shall provIde that such
pohcles or cerOticales shall not be cancelled or matcnally changed WIthout at least 10 days' pnor
wntten notIce to the Treasurer Caples of such poliCIes shall be deposIted \\Ith the Treasurer together
WIth appropnale e\.ldence of payment of the premIUms therefor, and. at least 10 days pnor to expIration
dates of expmng polICIes or contracts held by the Treasurer, copIes of renewal or new pobcles or
contracts or certificates shall be deposIted WIth the Treasurer
All proceeds of msurance with respect to loss or damage to the property shaU be paId to the Agency
.
Covenant 7 RecOJd~ and Accounts The Agency shall
(a) Keep proper and complete books of records and accounts covenng all Its facilItIes and
propertIes, any revenues of \\.hIch are pledged to the payment of the Bonds, and covenng all
revenues and funds controlled by thIS Resolutlon, separate from all other records and accounts,
In whIch complete, correct and current entnes shall be made of aU transactIOns relatmg to such
faCIlitIes, propertIes. revenues and funds and of all receIpts, payments, transfers and other
transactIOns relatmg thereto SaId records and accounts shall at all tImes be subject to the mspectJon
of the holders of the outstandmg Bonds or theIr representatlVe or representatives authorIZed III
wntmg, and
(b) Cause such records and accounts to be audlted mthm 120 days after the close of each
FIscal Year by an mdependent certIfied publIc accountant or firm of certified publIc accountants
A copy of the report of such accountant or firm shall be available for mspectlOn by any bond-
holder at the office of the Treasurer, and the 4genc)' sbaH furmsh a copy of saId report, or a
summary thereof, upon request to any bondholder and to any person, firm or corporatIon who
ongmal1y purcha~ed the Bonds from the Agency.
.
Covenant 8 Lumts on AddItlOJJal Debt (a) No addItIonal Indebtedness shall be issued pursuant
to the Law or any other law of the State of Cahforma h3\lng any pnonty m payment of pnncipal
or Interest out of the Pledged Revenues over the Bonds or oyer any Panty Bonds to which thiS covenant
may be. made apphcable
(b) Except for Bonds Issued for the purpose of refundmg the Bonds and Panty Bonds to which
thIS covenant may be made applicable, no additional mdebtedness, mcludmg Panty Bonds. shall be Issued
except pursuant to SectIOn 12 hereof and subject to the lImItatiOns thereof
Nothmg m thiS covenant or III thiS Resolution shall be construed to prohIbIt the Agency from issuing
any bO'lds or mcurrmg any other mdebtedness, upon such terms as the Agency may determine, ,"VhlCh
are payable from any revenues or funds of the ~gency other than the Pledged Revenues
Covenant 9 Arbllrage The Agency covenants that It will not make any use of the proceeds of
the Bonds whIch. If such use had been reasonably e"'pected on the date of Issue. would have caused the
Bonds to be arbItrage bonds The Agency WIU comply WIth the reqUIrements of SectIOn l03(d) of the
Internal Revenue Code of 1954, as amended. and the regulatwns adopted by the Department of the
Treasury pursuant thereto
Secuon 16 Lost, DestcoJed or :'\lutilated Bonds. In the event that any bond or any mterest
coupon pertammg thereto IS 10st, stolen. destroyed or mutIlated, the Agency will cause to be Issued
a new bond slm1lar to the ongmal to replace the saille III such manner and upon such reasonable terms
and condwons. wcludmg the pa}I11ent of costs dnd the postmg of a surety bond J.f the Agency deems
such surety bond necessary, as may from tIme to tIme be determmed and prescnbed by resolutIon
Th~ Agenc) may authOrize such Dew bond to be SIgned and authentIcated In ~uch manner as It determmes
m SaId resolutIOn
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SectIOn 17 Cancellation of Bondo;. ~ll Bonds <;urrendcred to the Trea'iurer for payment <;11all
upon pa)ment thereof be cancelled ImmedIately "-II of the cancelled Bonds <;hall remam III the custody
of the Treasurer until destroyed pursuant to due aurhonzatlOn
.
SectIOn 18 Amendments "itb Consent of Bondholders. ThiS ResolutIOn, and the nghts and
obhgatlOns of the Agc'lcy and of the holclers of the Bonds Issued hereunder. may be moddied or aplended
at any tIme by ~upplemental resolutIOn ..d0pled by ,l,.:.' Agency wI,h the consent of bondholders holdmg
sixty percent (60%) In aggregate pnnc]pal amount of the olit"tandmg Bonds, exclus}ve of Bonds,
If any, O\\'ned by the Agency or the Oty. and ob1amcd as herem after set forth, proVided. however,
that no such modIficatIOn or amendment shall. except as prOVided III Secllon 3 hereof. without the express
consent of the holder or reg]s~ered O\vncr of the bond affected, reduce the pnnclpal amount of any
bond. reduce the mlerest rate payable thereon, ntend Its matunty or the times for paymg mterest thereon
or change the monetary medlUm m whIch pnnclpal and Interest IS payable. or Issue any panty bonds
III accordance WIth SectIOn 12 hereunder nor shall any such mochficatlOD or amendment reduce the
percentage of consent requned for amendment or modificatIOn
Any act done pursuant to a modln::atlOD or amendment so consented to spall be bmdmg upon
the holders of an of the Bonds and shall not be deemed an mfr:ngement of any of the proVISIOns of thiS
ResolutIOn or of the Law. whatever the cljaracter of such act ma)- be, and may be done and pdformed
as fully and freely as If expressly permmed by the terms of thiS ResolutIOn. and after such coment relatmg
to such speCIfied matters has been gIven. no bondholder shall have any nght or mterest to object to such
actIOn or m any manner to questIOn the propnety thereof or to enJom or restram the .\gency or any
officer thereof from taklllg any actIOn pur<;uant thereto
SectIOn 19 Calling Bondholders' ~Jeetmg. If the Agency shall deSlfe to obtam any such coment
It shall duly adopt a resolutIOn calhng a meetmg of bondholders for the purpose of consldermg the actIOn.
the consent to \\hlCh IS desned
.
SeCl10n 20 I\"otice of !Heeting. ~otlce speclfymg the purpose. place. date and hour of such
meeh'1g shall be published once III a findncla] nev.spaper or Journal of natIOnal c.rculatlon published
III The Oty of ~ew York. ~ew York, such pubhcaoon to be not less than 60 days and not more
than 90 days pnor to the date fixed for the mee'mg Such notice shall set forth the nature of the
proposed action. con<;ent to whIch IS deslfed If any of the Bonds shall be regIstered, the Agenc}' shall on
or before the pubhcatlOn of such notice, cause to be nailed a sImIlar notlce, postage prepald, to the
respective regIstered O\\ners thereof at ,helf addl e<st's appcarmg on the bond regIstry books III the hands
of the Treasurer The place. date and hour of ho!dmg such meetlllg and the date or dates of pubhshmg
and mallmg such notIce shall be determmed by the Agency III Its d]scretlOn
The actual receIpt by any bondholder of DoUce of any such meeting ",hall not be a condlllOn
precedent to the hoJdmg of such meetmg. and faIlure to receive 'iuch notice c;hall not affect the validity
of the proceedmgs thereat A certificate by the Secretary of the Agency approved by resolutlOD of the
Agency, that the meetlllg has been called and tl>at notice thereof has been gl\'en as herem provIded shall
be conclUSive as cgalllst all pdrhes and ]1 shall pot b~ open to dny bondholder to show that he failed
to receIVe actual notice of "uch meetlllg
Sectmn 21 Voting Qualifications. BOl1dholders m;,}, pnor to any such mectlllg, deliver theIr
Bonds to the Treasurer and shaJJ thereupon be ep,lt1ed to receIve an appropnate recelp, for the Bonds
so deposIted, callmg for the redehver)- of such Bonds at any time after the mectmg The Treasurer
shall prepare and deliver to the chalrm,m of the meetlllg a list of the names and addre<;<;es of the
regIstered owners of Bonds. WIth a <;tatement of the matuntles dnd senal numbers of the Bonds held
and depOSIted by each of such bondholders, and no bondholders shall be entItled to vote at such
meeting unless theIr names appear upon such list 01 unless they shall present theIr Bonds at the meetmg
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or a ccrtlficatc of depo<;l, tkrcof. <;atI~factory to the .\gency, n~cuted by a bank trust company or orher
depo<;Jtary 1\0 bo,dholders shall be pcrmllted to vote wIth re~pect to a larger aggregate pnnClpal
amount of B0'1ds than IS set agall1st theIr m:mes on <;uch lIst. unless they shall produce the Bonds upon
wPlch they dCSll e to V0tC, or a certIficate of depOSIt Thereof as above provIded
.
SectIon 22 Issuer-Onned Bonds. The Agency covenants that It 'VIlI present at the meetmg a
certificate, SIgned and venljed by one member thereof and by the TI easurer, statmg the matuntles and
serral numbers of all Bonds owned by. or held for account of. the Agency or the Oty duedly or
mdlfectly ?\~o person shall be pe.mJtlcd at the meeting to wte or coment wHh respect to any bond
appeanng upon such certIficate. or an} bond whIch It shall be e~tabhshed at or pnor to the meetmg IS
owned by the A.gency or the CIty, dlfcctly or md1rectly. and po such bond (m thIS ResolutIOn referred
to as "Issuer-owl1ed bond") ,hall be counted m determI'1mg \,hether a quorum IS present at the meetmg
SectIOn 23 Quorum and PiOcedure. A representatIOn of at least sIxty percent (60%) ID
aggregate pnnclpal amount of the Bonds then outstdndmg (exclUSIve of Issuer-owned Bonds, If any)
shall be necessary to constItute a quorum at any meetmg of bondholders, but less than a quorum may
adjourn the meetmg from tIme to tune, and the meetIng may be held as so adjourned \'inhout furi:her
notIce. whether such ad~ournment shall have been had by a quoiLlm or by less than a quorum The
Agency shall, by an Instrument III \\ntlng. appoInt a temporary chanman of the mcetIllg, and the
TI'eetmg s11all be orgamzed by the eJect:on of a permanent chanman and secretary At any meetmg
each bondholder shall be entItled to one vote for every S5,000 pnnCIpal amount of Bonds WIth respect
to \\hlch he <;hall be entltled to vote as aforesaJd. and such vote may b:: given m person or by proxy
duly appomted by an ID<;[lumcnt In \\nnng presented at the ID\~ctmg The Agency, by Its duly authODzed
reprcsentatJ\'e, may attend any meetIng of the bondholders, but shaH not be reqUIred to do so
Sechon 24 Vote Required. At any such meetmg held as aforesaId there shall be submitted
for the consIderatIon and actIOn of the bondholders a statement of the prop('l<;ed actIOn, consent to whIch
is desired, and If such actlOn shall be comented to and approved by bondholders holdmg at feast Sl"~ty
percent (60%) In aggregate amount of the Bonds then out~tandlllg (e>:c1mlve of Issuer-owned Bonds)
the cha1rman dnd secretary of the meetI'lg shall so certify 10 \\ ntmg to the Agency, and such certIficate
shJll constItute complete eYldence of consent of borodholders under the prOV1SlOns of thIS Resolutlon
A certlficate sle:ned and vcnJl.ed bv the cha;rman and the secretarY of am; such meetmg shall be conclUSIve
....... '" ........
eVIdence and the o,ly competent eVIdence of matters stated III such certIficate relatmg to proceedmgs
~aken at such mee:mg
.
SectIon 25 Bond. SaId Bond shall be Issued 1D n:glstered fmm and shall be substanually as
foHows
C~ITED STATES OF A\tERICA
ST A TE OF CAUFORl\IA
COUI'TY OF LOS ANGELES
CITY OF SANTA ~lO>rICA
REDEVELOP:\IE~T AGESCY OF THE CITY OF SA~A \10~ICA
PRO~IISSORY KOTE
l'\io
S3,700,000
The REDE\"ELOPJ\.IE'T AGEl"CY OF THE CITY OF S.....Nn. MONICA (heremafter sometImes called
the Agency), a pubhc bedy corporate and politIC, duly orgamzed and eXIstmg under the laws of the
State of Cahforma. for value receIved. hereby promIses to pay (but solely from the funds heremafter
mentIOned), to the re;ls+ercd owner hereof. on May 1, 2004. upon presentatIOn and surrender
of thiS note, the sum of THREE MJLLlO~ SEVEK Hl.i?\DRED THOUSAND DOLLARS
($3,700,000) m the manner and at the times heremafler referred to, WIth lllterest thereon from
The date hereof at the rate of _ q. per annum, mterest payable semiannually on the first day of
.KO\-ember and the first day of 1fay of each and eye!) )ear until this note IS paid PnnClpal shall
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b~ payable on \-ra~ 1 of each ~ car m accordance \\'Jth proVlsJOns of the ResolutJOn heremafter
referred to B[\th pnnclpal and Interest are payable In lawful money of the UnIted States of Amenea
at the office of the Treasurer of 'he '\gcncy In Santa I\.fomea Payment hereunder shall be first
applied to mtcrest due aDd thereafter to prll;clpal Should mtcrest not be paid when due, It ,hall
thereafter bear hke Interest as the pnnclpal
ThIS note aDd the mterest t1-}ereon are not a debt of the Oty of Santa .\10mea. the State of
CalifornIa or any of ItS polItical subdIVIsIons a'1d nenher ,aid Clly, "aId state nor any of Its polIllcal
subd!Y]~lOns IS hable thereon. nor In any event shall thIS note or said mterest be payable out of
any funds or propertIes other than the funds of the Agency hereIndfter mentioned ThiS note does
not constItute an Indebtedness wlthm the rneamng of any constltu11Onal or statutory debt lImItation
or restr.ctlOn ~elther the members of the Agency nor any persons eJ\ecutIng thIS note are hable
personally on thiS note by reason of Its Issuance
This note IS one of a duly authoqzed ISSU~ of notes of th~ Agency deSIgnated '.Promlssory Kote"
(heremafter caned 'the note") lImned III aggregate pnnclpal amount to S3,700,000, all of lIke tenor
and all of whrch have been Issued pursuant to and m full conformity With the Constltutwn and
laws of the State of Cahforma and particularly the CommunIty Rede\elopment Law (Part 1 of
Dr\'lslon 24 of the Health and Safety Code of the State of Cahforma) for the purpose of financmg
a portIOn of the cost of the Santa MOnIca Do"vntown Redevelopment Pro:ect. dnd are authonzed
by and Issued pu~suant to Resolution No (heremaner called "the resolutlon") ;rdopted by
the Agem;y on _ _., 1978, and the note and any panty bonds are equally secured III accord-
ance With the terms of the resolutIon. reference to which IS hereby made, for a speCIfic de~cnptIon
of the securIty therem pro\'lded for said note, for the nature. e"\tent and manner of enforcement
of snch secunty, for the co"'enants and agreements made for the benefit of the bondholders, and
for a statement of the nghts of the bondholders, and by the acceptance of ,h]s note the holder
thereof assents to all of the terms, conditIOns and proVISIOns of Said resolutIOn In the manner
proVided III the resolutIOn. saId resolutIOn and the fights and obhgatIOns of the Agency and of the
ho!ders of saId note, may (with certam exceptIOns as stated In the resolutIOn) be modIfied or
amended WIth th~ consent of the holcers of 60% m aggregate pnnclpal amount of outstandmg
bonds, exclUSIve of Issuer-owned bonds
The pnnclpal of thiS note and the mterest thereon are secured by an mevocable and first
pledge of the Pledged Revenues (as such term ]S defined In saId resolutIOn) and other funds. all
as more partIcularly set forth m tpe [f',olutIOn
The bonds are subject to call a'1d redemptIon prior to matunty III dccordance WIth the pro-
VISIons of the Re.solutlon
4
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It IS hereby reCIted, certIfied and declared ihat any and all acts, condItIons and thmgs reqmred
to eXIst, to happen aod to be performed precedent to and m the Issuance of thIS note eXIst, have
happened and have been performed In due hme, form and miffiner as reqmred by the ConstltutlOn
and statutes of the State of Cahforllla
l__ \VIT~ES5 WHEREOF, the Rede\-e1opment Agency of the CIty of Santa Momca has caused
thIS note to be SIgned on Its behalf by ItS ChaIrman by manual sIgnature and by Ils Secretary by
manual SIgnature and the seal of Said Agency to be Impressed, Impnnted or reproduced hereon
and thiS note to be dated the first day of May, 1978
(SHL)
ChaIrman of the Redevelopment Agency
of the Crt~ ofNnta MODIca
. ~. Td~ ___~__
"',- Secretafj' of the Redevelopment ...A..gency
of the CIty of Santa ~.'[ol1lca
11
~~ C9tY~1'\ i-lt<<VotI
Chauman of the Redevelopment Agency
of the Crty of Santa MOllica
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ATTEST:
.
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Jonn Jal 11 I, Secretary
I hereby certify that the foregoing resolution was duly
.
adopted by the Redevelopment Agency of the City of Santa Monica,
California, at a regular meeting thereof held on the 28th day of
March, 1978.
AYES: Bambrick, Cohen, Reed, Trives. van den Steenhoven,
S~"i nk
NOES: None
ABSENT: Scott
~~
John Jalili, Secretary
.
AS TO LEGAL
ADEQUACY.
13
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