M-9/11/1984 (3)
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RESOLUTION NO.
391 (RAS)
A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY
OF SANTA MONICA AUTHORIZING THE ISSUANCE OF $5,700,000
BONDS OF SAID AGENCY TO FINANCE PORTIONS OF THE COST
OF REDEVELOPMENT PROJECTS KNOWN AS OCEAN PARK PROJECTS
NO. leA) and NO. l(B)
WHEREAS, the Redevelopment Agency of the City
of Santa Monica is a redevelopment agency (a publlC body,
corporate and politic) duly created, established and
authorlzed to transact business and exercise lts powers,
all under and pursuant to the Community Redevelopment Law
(Part 1 of Division 24 of the Health and Safety Code of the
State of Callfornia) and the powers of such agency include
the power to issue bonds for any of its corporate purposes;
and
WHEREAS, redevelopment plans for redevelopment
proJects known and designated as Ocean Park Projects No. lea)
and No. l(b) have heretofore been adopted and approved and
all requirements of law for, and precedent to, the adoption
and approval of said plans have been duly compIled Wlth; and
WHEREAS, said plans contemplate that the Agency
may issue its bonds to finance portions of the cost of such
redevelopment; and
WHEREAS, the Agency deems it necessary and desir-
able to finance portlons of the cost of such redevelopment
by issuln9 tax allocation bonds in an amount, t0gether wlth
other aval1able moneys of the Agency, fully sufflcient to pay
costs of such redevelopment;
NOW, THEREFORE, the Redevelopment Agency of the
city of Santa Monica DOES HEREBY RESOLVE as follows:
section 1. Definitions. As used in this resol-
ution the following terms shall have the following meanings:
II Agency II means the Redevelopment Agency of the
City of Santa Monlca.
"Annual debt service" means, for each 12 month
period endlng on and includlng October 1, the sum of (I) the
principal amount of serial Bonds and serial parity bonds
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maturlng during such period; (2) the principal amount of term
Bonds and term parlty bonds maturing or required to be pald
during such period, together with any premium thereon; and
(3) the interest WhlCh would be due during sald period on
such serial and term Bonds and parlty bonds; all after ex-
cluding from such amounts principal and interest on Bonds and
parlty bonds previously retlred.
"Bonds" means the $5,700,000 bonds authorized
by thlS resolution.
"city" means the City of Santa Monica.
Callfornla.
"Federal Securlties" means United States Trea-
sury notes, bonds, bllls or certiflcates of indebtedness or
those for WhlCh the full faith and credit of the United
States are pledged for the payment of princlpal and lnterest;
obligatlons lssued by banks for cooperatlves, federal land
banks, federal intermedlate credlt banks, federal home loan
banks, the Federal Home Loan Bank Board, and the Tennessee
Valley Authorlty; all as and to the extent that such secur-
lties are ellgible for the legal investment of Agency funds.
IlFiscal Agent" means the bank appo1nted by the
Agency pursuant to Section 22 hereof, lts successors and
asslgns, and any other corporatlon or association which may
at any t1me be substituted 1n its place, as prov1ded in thlS
resolution.
IIFlscal year" means the year perlod beginnlng
on July 1st and ending on the next following June 30th.
"Law" means the Community Redevelopment Law of
the State of Callfornia as cited 1n the rec1tals hereof.
"Maximum annual debt servicell as computed from
time to time as required herein means the largest annual debt
servlce of all the 12 month periods WhlCh end thereafter on
October 1 during the 11fe of the Bonds and any parity bonds.
"Parl.ty bondsll means any additl.onal tax allo-
cation bonds issued by the Agency Wh1Ch are payable out of
the Pledged Tax Revenues and which rank on a parity with the
Bonds.
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IIPledged Tax Revenues" means, for (1) the
period from the date of delivery of the Bonds to and includ-
ing October I, 1985 and (2) commencing October 2, 1985, each
twelve month period ending on and includ1ng October 1, that
port1on of the first Tax Revenues rece1ved by the Agency
equal to 125% of the annual debt serv1ce for such twelve
month period (less any amounts then on deposit 1n the
Interest Account and 1n the Principal Account provided for in
Section 18 hereof), plus an amount, if any, necessary to
ma1nta1n the requ1red Reserve Account balance pursuant to
Section 18 hereof.
"Redevelopment Planll means, severally and
collectively, the redevelopment plan for Redevelopment Project
Area lea) approved and adopted by Ord1nance No. 497 (CCS) of the
C1ty of Santa Monica, California, and the redevelopment plan
for Redevelopment Project Area l{b) approved and adopted by
Ord1nance No. 516 (CCS) of the City of Santa Monica, california
and 1ncludes any amendment of e1ther plan heretofore or hereafter
made pursuant to law.
"Redevelopment ProJectlf means the proJect of
carrY1ng out, pursuant to the Law, the Redevelopment Plan for
the Redevelopment Project Area.
"Redevelopment Project Area" means,
collect1vely and severally, Redevelopment ProJect Area lea)
and Redevelopment Project Area l(b).
"Redevelopment ProJect Area l(a)1I means the
proJect area described and def1ned in said Ordinance No.
497 (CCS), as amended, Wh1Ch project area 1S known and
des1gnated as "Ocean Park Project No. l(a)."
IIRedevelopment Project Area l(b)" means the
proJect area described and defined 1n said Ordinance No. 516
(CCS), as amended, Wh1Ch ProJect area 1S known and designated
as 1I0cean Park ProJect No. l{b)."
IIserial Bonds" or "serial par1ty bonds" means
Bonds or parity bonds not subJect to mandatory call prior to
maturity.
"Tax Revenues" means that port1on of taxes
lev1ed upon taxable property 1n the Redevelopment ProJect
Area and received by the Agency on or after October I, 1984,
which 15 allocated to and paid into a special fund of the
agency pursuant to Article 6 of Chapter 6 of the Law and
Section 16 of Artlcle XVI of the constitution of the State of
California, and also includes the Agency's share of any State
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of Cal1fornia subvention payments to local taxing agencies
for loss of revenues attributable to property tax exemptions
w1th1n the Redevelopment Project Area.
"Term Bondsll or "term par1ty bonds" means
Bonds or parity bonds Wh1Ch are subJect to mandatory call
pr10r to matur1ty.
"Treasurerlt means the officer who 1S then
performing the funct10ns of Treasurer of the Agency.
Section 2. Amount, Issuance and purpose of Bonds.
Under and pursuant to the Community Redevelopment Law and
under and pursuant to this resolution, Bonds of the Agency 1n
the pr1ncipal amount of $5,700,000 shall be 1ssued by the
Agency for the purpose of f1nancing a portion of the cost of
the Redevelopment Project in the manner set forth in the
rec~tals hereof and as hereinafter prov1ded.
Section 3. Nature of Bonds. The Bonds shall be
special obllgations of the Agency secured by an lrrevocable
pledge of, and are payable as to both principal and 1nterest
solely from, Pledged Tax Revenues and other funds as herein-
after provided. The Bonds and the interest thereon shall not
be paid from any proceeds from the sale, lease or other
disposltion of property 1n the Redevelopment Project Area,
nor shall the payment of such principal and 1nterest be
(a) secured by any interest lD property used or to be used 1n
a trade or bus1ness or ln payments 1n respect of such pro-
perty or (b) derived from payments 1n respect of property, or
borrowed money, used or to be used 1n a trade or business,
wlthln the meaning of section l03(b)(2)(B) of the Internal
Revenue Code of 1954, as amended, and the regulatlons adopted
thereunder. The Bonds, the interest thereon, and any pre-
miums payable upon the redemption of any thereof, are not a
debt of the Clty of Santa Monica, the State of California or
any of its political subdivisions, and neither sald Clty,
sald state nor any of its polltlcal subdivisions lS llable on
them, nor ln any event shall the Bonds, lnterest or premiums
be payable out of any funds or properties other than those of
the Agency as ln this resolution set forth. The Bonds do not
constltute an 1ndebtedness wlthin the meanlng of any consti-
tutlonal or statutory debt limitatlon or restriction. Ne1-
ther the members of the Agency nor any persons executing the
Bonds are 11able personally on the Bonds by reason of their
l.ssuance.
The Bonds shall be and are equally secured by an
irrevocable pledge of Pledged Tax Revenues and other funds as
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here1nafter provided, without priority for number, date of
sale, date of executlon, or date of delivery, except as
expressly provided herein.
The val1dity of the Bonds is not and shall not be
dependent upon the completion of the Redevelopment Project or
upon the performance by anyone of his obllgat1on relative to
the Redevelopment Project.
Nothing in th1S resolut1on shall preclude the
redemption and payment of the Bonds prior to maturity, or the
payment thereof at maturity, from the proceeds of refund1ng
bonds 1ssued pursuant to law. Except as provided in the
second sentence of this Section 3, nothing in th1S resolution
shall prevent the Agency from maklng advances of its own
funds howsoever derived to any of the uses and purposes
mentloned ln this resolution.
section 4. Descript10n of Bonds. The Bonds shall
be des1gnated "Ocean Park Redevelopment Project Tax Allocation
Bonds, Series 1984" and shall be 1n the prlnc1pal amount of
$5,700,000. The Bonds shall be dated October I, 1984, shall
be issued only as fully reglstered Bonds in the denomlnation
of S5,000 or any integral multiple thereof, and shall mature
on October 1 in each of the years and in the amounts as follows:
Principal Prlncipal
Year Amount Year Amount
1987 $ 95,000 1994 $ 190,000
1988 105,000 1995 210,000
1989 115,000 1996 235,000
1990 130,000 1997 255,000
1991 145,000 1998 285,000
1992 155,000 1999 310,000
1993 175,000 2006 3,295,000
Section 5. Interest. The Bonds shall bear interest
at a rate or rates to be hereafter fixed by resolution, but
not to exceed 12% per annum, payable semiannually on April 1
and October 1 of each year. Each Bond shall bear interest
until the principal sum thereof has been paid; provided,
however, that if at the maturlty date of any Bond, or if
the same has been duly called for redemption then at the
date fixed for redemption, funds are available for the pay-
ment or redemption thereof in full accordance with the terms
of this resolution, sald Bond shall then cease to bear
interest.
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Sectlon 6. Place and Manner of Payment. The
principal or redemption price of the Bonds shall be payable
~n lawful money of the United states of America upon surrender
thereof at the Securltles Services Division of the Flscal
Agent in Los Angeles, Californla.
The Bonds shall be numbered in consecutive
numerical order from R-l upwards, and each such Bond shall bear
2nterest from the lnterest payment date next preceding the
date of authentication thereof; provided, however, that if,
at the time of authentication of any Bond, interest 1S in
default on outstanding Bonds, such Bond shall bear ~nterest
from the lnterest payment date to which interest has
previously been paid or made available for payment on the
outstandlng Bonds. Payment of the interest on any Bond shall
be made to the person whose name appears on the bond
reglstration books of the Fiscal Agent, the registrar for the
Bonds, as the reglstered owner thereof as of the 15th day of
the month immediately preceding an lnterest payment date,
such interest to be paid by check or draft mailed to such
registered owner at his address as it appears on such
reglstration books.
Section 7. Execution of Bonds. The Bonds shall be
signed on behalf of the Agency by its Chairman by hlS fac-
slmile s2gnature and by its Secretary by his manual signa-
ture, and the seal of the Agency shall be impressed, imprlnt-
ed, or reproduced thereon. The foregoing officers are hereby
authorized and directed to sign the Bonds in accordance with
this sectlon. In case any officer whose slgnature appears on
the Bonds shall cease to be such offlcer before the delivery
of the Bonds to the purchaser thereof, such signature shall
nevertheless be valid and sufficient for all purposes the
same as though he or she had remained in office until such
delivery of the Bonds.
Only such of the Bonds as shall bear thereon a
certificate of authentication in the form hereinafter
rec1ted, executed and dated by the Flscal Agent, shall be
entitled to any benefits under this resolutlon or be valld or
obligatory for any purpose, and such certlficate of the
Fiscal Agent shall be conclusive evidence that the Bonds so
authenticated have been duly issued and delivered hereunder
and are entitled to the benefits of this resolution.
section 8. Transfer of Bonds. Registration of any
Bond may, in accordance with its terms, be transferred, upon
the books required to be kept pursuant to the provisions of
Sectlon 10, by the person in whose name it is registered, in
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person or by his duly authorized attorney, upon surrender of
such Bond for cancellation, accompanied by delivery of a
wrltten instrument of transfer, duly executed in a form
approved by the Flscal Agent.
Any Bond or Bonds shall be surrendered for regis-
tration of transfer at the Securitles services D1v1sion
of the Fiscal Agent, whereupon the Agency shall execute, and
the Fiscal Agent shall authentlcate and deliver, a new fully
reg~stered Bond or Bonds of the same maturity or maturities,
of authorized denom1nation or denominat1ons and for the
aggregate princ1pal amount of such Bond or Bonds then rema~nlng
outstand1ng to the transferee 1n exchange therefor. The
Flscal Agent shall requlre the payment by the holder request-
ing such registration of transfer of any tax or other govern-
mental charge required to be paid w1th respect to such regis-
trat10n of transfer and may collect a charge equal to the
customary fee charged by the Fiscal Agent for such registra-
tions of transfer. The Fiscal Agent shall not be required to
register the transfer of any Bond (a) during a period beginn1ng
at the openlng of business 10 days before the anticlpated day
of the mailing of a notice of redemptlon of less than all of
the outstand1ng Bonds and ending at the close of buslness on
the day of such mailing, (b) theretofore selected for redemp-
tion or (c) during the period beginnlng at the openlng of
business on the 15th day of the month immedlately preced1ng
an interest payment date and ending on such interest payment
date.
Sect10n 9. Exchange of Bonds. Any Bond may, in
accordance Wlth its terms, be exchanged, at the Securitles
Services Division of the Fiscal Agent, for a new fully
registered Bond or Bonds of the same maturity, of any autho-
rized denominatlon or denomlnatlons and for the aggregate
prlncipal amount of such Bond then remaining outstanding.
The Fiscal Agent may collect a charge equal to the customary
fee charged by the Flscal Agent for such exchanges. The
Flscal Agent shall not be required to cause the exchange of
any Bond (a) during a period beginning at the opening of
business 10 days before the anticipated day of the mail1ng of
a notice of redemptlon of less than all of the outstand1ng
Bonds and ending at the close of business on the day of such
malling, (b) theretofore selected for redemptlon or (c) during
the period beginning at the opening of business on the 15th
day of the month immediately preceding an interest payment
date and ending on such lnterest payment date.
Section 10. Bond Reg1ster. The Fiscal Agent will
keep or cause to be kept, at its Securities SerVlces Divis~on
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in Los Angeles, California, sufficlent books for the regis-
tration and registration of transfer of the Bonds, which
shall at all times be open to lnspection by the Agency; and,
upon presentation for such purpose, the Fiscal Agent shall,
under such reasonable regulations as it may prescribe, cause
the reglstration or registratlon of transfer, on such books,
of Bonds as hereinabove provided.
section II. Ownership of Bonds. The person in
whose name any Bond shall be registered shall be deemed and
regarded as the absolute owner thereof for all purposes, and
payment of or on account of the princIpal, premium, lf any,
and the interest on, any such Bond, shall be made only to
or upon the order of the registered owner thereof or his
legal representative. All such payments shall be valid and
effectual to satisfy and discharge the liability upon such
Bond 1ncluding the interest thereon to the extent of the sum
or sums so paid.
Section 12. Temporary Bonds. The Bonds may be
initially issued 1n temporary form exchangeable for defini-
tive Bonds when ready for dellvery. Any temporary Bond may
be prInted, lithographed or tyPewritten, shall be of such
denomination as may be determ1ned by the Agency, shall be in
regIstered form without coupons and may contain such refer-
ence to any of the provisions of this resolut1on as may be
appropriate. Every temporary Bond shall be executed by the
Agency and be authenticated by the Fiscal Agent upon the same
conditIons and in substantially the same manner as the defini-
tive Bonds. If the Agenc~ issues temporary Bonds, lt wlll
execute and furnlsh definItIve Bonds without delay, and
thereupon the temporary Bonds may be surrendered, for can-
cellation, in exchange therefor at the Securities ServIces
Divlsion of the Fiscal Agent in Los Angeles, California, and
the Fiscal Agent shall authenticate and dellver in exchange
for such temporary Bonds an equal aggregate principal amount
of definitive Bonds of authorized denominations. UntIl so
exchanged the temporary Bonds shall be entitled to the same
benefits under th1S Resolut1on as definitive Bonds authenti-
cated and delivered hereunder.
section 13. Redemption of Bonds.
(a) Optional Redemption. Bonds maturlng on
or prior to October 1, 1994 shall not be subject to call and
redemption prior to maturity. Bonds maturing on and after
October I, 1995 may be called before maturity and redeemed
at the option of the Agency, from any source of funds, on
October I, 1994, or on any interest payment date thereafter
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prior to maturity, as a whole, or in part in inverse order of
maturity and by lot within a maturlty, at a redemptlon price
for each redeemed Bond equal to the principal amount thereof,
accrued interest to the date of redemption, plus the fol-
lowing premium (percentage of principal amount) if redeemed
at the following tlmes:
Redemption Dates Premlums
October 1, 1994 or April 1, 1995 2%
October I, 1995 or April 1, 1996 1~
October I, 1996 or April I, 1997 1%
October I, 1997 or April 1, 1998 ~
October I, 1998 or thereafter 0
(b) Mandatory Redemption. Bonds maturing on
October I, 2006 (except $620,000 thereof scheduled to be
paid at maturity) shall be called and redeemed prlor to
maturity on October 1 of each year at a redemption price
equal to the prlncipal amount thereof, without premium, in the
amounts for each of the several years as follows:
Redemption Date Principal Redemption Date Principal
(October 1) Amount (October 1) Amount
. 2000 $345,000 2003 $460,000
2001 380,000 2004 510,000
2002 420,000 2005 560,000
Notlce of redemption shall be given by first class
mail, postage prepaid, not less than 30 nor more than 60 days
prior to the redemption date, to the respectlve registered
owners of any Bonds designated for redemption at their ad-
dresses appearing on the bond registration books of the Flscal
Agent. Each notice of redemption shall state the redemption
date, the place or places of redemption, and, if less than
all of such Bonds, the dlstinctive numbers of the Bonds to be
redeemed and, in the case of Bonds to be redeemed in part
only, the respective portions of the principal amount thereof
to be redeemed, and shall also state that on said date there
will become due and payable on each of said Bonds the redemp-
tion price thereof or of said specified portion of the prlDcipal
thereof in the case of a Bond to be redeemed in part only,
together with interest accrued thereon to the redemption
date, and that from and after such redemption date interest
thereon shall cease to accrue, and shall require that such
Bonds be then surrendered. Notice of redemption of Bonds
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shall be given by the Flscal Agent for and on behalf of the
Agency.
Upon surrender of any Bond redeemed in part only,
the Agency shall execute and the Fiscal Agent shall authenti-
cate and deliver to the reglstered owner thereof, at the
expense of the Agency, a new Bond or Bonds of the same matur-
ity and of authorized denominations, equal in aggregate prin-
cipal amount to the unredeemed portlon of the Bond
surrendered.
The actual recelpt by the holder of any Bond
(hereinafter referred to as lIbondholder") of notice of such
redernptlon shall not be a condition precedent to redemption,
and fallure to receive such notice shall not affect the
validity of the proceedings for the redemption of such Bonds
or the cessation of interest on the date fixed for redemp-
t~on. The notice or notices requlred by this section shall
be glven by the Flscal Agent for and on behalf of the Agency
at the expense of the Agency. The Agency shall notlfy the
Fiscal Agent in writlng of its lntentlon to call and redeem
Bonds at least 90 days prior to the redemption date. A cer-
tiflcate by the Flscal Agent that notice of call and redemp-
tlon has been given to holders of registered Bonds as hereln
provlded shall be concluslve as against all parties, and no
bondholder whose Bond is called for redemption may object
thereto or object to the cessatlon of lnterest on the
redemption date fixed by any claim or showing that he failed
to receive actual notlce of call and redemption.
Prior to the mailing of the notice of redemption,
but not earller than 12 months prior to the redemption date,
the Fiscal Agent must set aside in the Redemption Fund estab-
lished pursuant to Section 14 of th~s resolution moneys
available for the purpose and sufficient to redeem, at the
premiums payable as in this resolution provided, the Bonds
designated in such notlce for redemption. said moneys must
be set aSlde in said fund solely for that purpose and shall
be applled on or after the redemption date to payment (prin-
cipal and premlum) for the Bonds to be redeemed upon pres-
entation and surrender of such Bonds, and shall be used only
for that purpose. Any lnterest due on or prior to the redemp-
tlon date shall be pald from the Debt Servlce Fund described
in Section 18 hereof. If after all of the Bonds called have
been redeemed and cancelled or ~aid and cancelled there are
moneys remaining in the Redemptlon Fund, said moneys shall be
transferred to the Debt Service Fund; provided, however, that
if said moneys are part of the proceeds of refunding bonds
said moneys shall be transferred to the fund created for the
payment of prlncipal of and lnterest on such refunding bonds.
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When not~ce of redemption has been g1ven, substan-
tially as provided here~n, and when the amount necessary for
the redempt~on of the Bonds called for redemption (princ~pal
and premium) is set aS1de for that purpose 1n the Redemption
Fund, as provided here1n, the Bonds des~gnated for redemption
shall become due and payable on the date fixed for redemption
thereof, and, upon presentation and surrender of said Bonds,
at the place spec1fied in the notice of redemption, such
Bonds shall be redeemed and paid at sa~d redempt10n price out
of the Redemption Fund, and no interest w111 accrue on such
Bonds called for redemption after the redemption date
specified in such notice, and the holders of said Bonds so
called for redempt10n after such redemption date shall look
for the payment of such Bonds and the prem~um thereon only to
the Redempt~on Fund. All Bonds redeemed shall forthw1th be
cancelled by the Fiscal Agent and shall not be reissued.
All unpaid interest payable at or prior to the date
f~xed for redemption shall cont1nue to be payable to the
respective reg1stered owners of such Bonds, or their order,
but w~thout ~nterest thereon.
Section 14. Funds.
(a) A special trust fund is hereby created, to
be maintained by the Treasurer and to be designated the Ocean
Park Redevelopment Project Tax Allocation Bonds, Redevelopment
Fund (the "Redevelopment Fund).
(b) The following special trust funds shall
be ma1ntained by the Fiscal Agent:
(1) The Ocean Park Redevelopment ProJect
Tax Allocat~on Bonds Debt Service Fund, hereby created (the
"Debt Serv1ce Fund"); and
(2) The Ocean Park Redevelopment ProJect
Tax Allocat1on Bonds Redemption Fund, hereby created (the
"Redemption Fund").
So long as any of the Bonds here~n author1zed, or
any ~nterest thereon, remain unpa1d, the moneys in the fore-
g01ng funds shall be used for no purpose other than those
required or perm1tted by th~s resolution and the Law.
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Section 15. Disposltion of Bond Proceeds. The
proceeds from the sale of the Bonds shall be deposlted as
follows:
(a) In the Interest Account established in
the Debt Service Fund pursuant to Section 18 hereof, an
amount (includlng accrued lnterest and premium, if any,
recelved upon the sale of the Bonds) equal to the total
amount of lnterest payable on the Bonds from their date
to October 1, 1985;
(b) In the Reserve Account establlshed in the
Debt Service Fund pursuant to Sectlon 18 hereof, an amount
equal to maximum annual debt service; and
(c) In the Redevelopment Fund, the remalnder
of the proceeds. Except as provided in this subsection
(c) the moneys set aside and placed 1n the Redevelopment
Fund shall remaln therein unt11 expended from time to
tlme for the purpose of paying any portion of the costs
of the Redevelopment ProJect, and other costs related
thereto, which other costs may include, but are not
11mited to, (1) the cost of improvements and other costs
which may not benefit the Redevelopment ProJect exclus-
ively but which are necessary to the redevelopment of
the Redevelopment Project Area and the dlSposition of
land there1n; (2) the repayment of any advances made by
the City for the Redevelopment ProJect; and (3) the
necessary expenses in connection with the lssuance and
sale of the Bonds.
If any moneys deposited in the Redevelopment Fund
pursuant to subsection (c) of th1S sectlon rema1n in said
fund after the full accompllshment of the objects and pur-
poses for which the Bonds were issued, said moneys shall be
transferred to the Debt Servlce Fund.
section 16. Issuance of Parity Bonds. The Agency
may provlde for the issuance of, and sell, parity bonds,
subJect to the following condltions precedent to such sale:
(a) The Agency shall be In compliance wlth
all covenants set forth in this resolut1on.
(b) Tax Revenues (exclus1ve of state of
cal~fornia business inventory subvent~on payments, if
any) received or to be received by the Agency based upon
the most recent assessed valuation of taxable property
1n the Redevelopment Project Area (as reported by the
Auditor-Controller of Los Angeles County) and upon the
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most recently establ~shed tax rates are at least equal
to 125% of the max~mum annual debt service on all Bonds
and par1ty bonds Wh1Ch w1l1 be outstand1ng 1n accordance
with thelr terms following the issuance of such parlty
bonds, all as eV1denced by a report of an independent
fiscal consultant employed by the Agency.
(c) The resolution providing for such parity
bonds shall requ1re that from the proceeds of such sale
there shall be deposited in the Reserve Account an
amount suffic1ent to ra1se the balance therein to a sum
equal to maximum annual debt service on all Bonds and
parity bonds which will be outstanding in accordance
w1th the1r terms following the 1ssuance of such par1ty
bonds, and that the balance of such proceeds (except
for premium and accrued interest and funded interest,
if any, and except for any portion of such proceeds to
be used to refund a portion of the outstanding Bonds or
parlty bonds) shall be deposited 1n the Redevelopment
Fund to be used for the purposes specifled in Sect10n 15
hereof.
(d) The parity bonds shall mature on October 1,
and the 1nterest thereon shall be payable Aprl1 1 and
October 1 of each year, except that interest for the
first year may be payable at the end of such year.
Upon the issuance of such parity bonds, the term
"Bonds" when used 1n Sections 17 and 18 shall include such
parity bonds.
section 17. Pled~ed Tax Revenues. All the Pledged
Tax Revenues and all money 1n the funds and accounts provided
for in section 18 are hereby irrevocably pledged to the punc-
tual payment of the interest on and principal of and redemp-
tlon premlUIDS, if any, on the Bonds, and, except as otherwise
provlded in Sect10n 18 hereof, the Pledged Tax Revenues and
such other money shall not be used for any other purpose
while any of the Bonds remain outstand1ng. ThlS pledge shall
constitute an exclus1ve 11en on the Pledged Tax Revenues and
such other money for the payment of the Bonds in accordance
wi th the terms thereof.
section 18. Debt Service Fund. From and after the
date of dellvery of the Bonds, all Pledged Tax Revenues, so
long as any Bonds shall be outstanding hereunder, shall be
paid to the Flscal Agent when and as rece1ved by the Agency,
and deposited in the Debt Servlce Fund. Notw1thstandlng the
foregoing, there shall not be paid to the Fiscal Agent for
deposit in the Debt Service Fund any taxes eligible for
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allocation to the Agency pursuant to the Law in an amount in
excess of that amount which, together with all money then on
depos1t with the Fiscal Agent 1n the Debt Serv1ce Fund and
the accounts there1n, shall be suffic1ent to discharge all
outstand1ng Bonds as provided in Section 35. All moneys in
the Debt Service Fund shall be set aS1de by the Fiscal Agent in
special accounts, each of which shall be disbursed and appl1ed
only as 10 th1S resolution provided. Such moneys shall be so
set aside in the following respect1ve accounts with1n the
Debt Service Fund (each of WhlCh is hereby created and each
of which the Agency hereby covenants and agrees to ma1nta1n)
1n the follow1ng order of priority, the requirements of each
such account at the tlme of setting aSlde to be satlsfied
before any money is set as~de 1n any account subsequent in
priority:
(a) Interest Account. On or before March 31
and September 30 of each year, beginn1ng on March 31, 1986
the Fiscal Agent shall set aS1de from the Debt Serv1ce Fund
and deposit in the Interest Account an amount of money which,
together w1th any money contained there1n, is equal to the
aggregate amount of the interest becom1ng due and payable on
all outstanding Bonds on the next succeeding interest payment
date. No deposit need be made lnto the Interest Account if
the amount contained therein 1S at least equal to the aggre-
gate amount of the interest becoming due and payable on all
outstandlng Bonds on the next succeedlng lnterest payment
date. All money in the Interest Account shall be used and
wlthdrawn by the Flscal Agent solely for the purpose of pay-
lng the ~nterest on the Bonds as the same becomes due and
payable (includlng accrued 1nterest on any Bonds purchased or
redeemed prior to matur1ty).
(b) Pr~ncipal Account. On or before September 30
of each year. beginning on September 30, 1987, the Fiscal Agent
shall set aside from the Debt service Fund and deposit in the
Princlpal Account an amount of money WhlCh, together w1th any
money contalned thereln, is equal to the principal amount of
Bonds maturlng or required to be redeemed through mandatory
call, on the next succeedlng prlDclpal payment date. In the
event that there shall be insuffic1ent money in the Debt
Servlce Fund to make in full all such princ1pal payments
requ1red to be made at anyone time, then the available moneys
shall be applied pro rata to the making of such pr1ncipal
payments 1n the proportion Wh1Ch all such principal payments
bear to each other.
No deposlt need be made into the Princ1pal Account
lf the amount contained therein is at least equal to the
aggregate amount of the princlpal of all outstanding Bonds
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maturing by their terms, or required to be redeemed through
mandatory call, on the next succeeding prlncipal payment
date.
All money in the Prlncipal Account shall be used
and wlthdrawn by the Fiscal Agent solely for the purpose of
paY1ng the princlpal of the Bonds as they mature or are re-
qu1red to be redeemed through mandatory call.
(c) Reserve Account. On or before September 30 of
each year, beginning on September 30, 1985, the Fiscal Agent
shall set aS1de from the Debt Service Fund and deposit ln the
Reserve Account such amount of money as shall be requlred to
malntain a balance 1n the Reserve Account equal to max1mum
annual debt servlce. No deposit need be made in the Reserve
Account so long as there shall be on depos1t thereln a sum
equal to at least the amount required by this paragraph. All
money in the Reserve Account shall be used and withdrawn by
the Fiscal Agent solely for the purpose of replen1sh1ng the
Interest Account or the Princ1pal Account, 1n such order, 1n
the event of any deficlency at any tlme in either of such
accounts, or for the purpose of paying the interest on or
pr1ncipal of or redemption prem1ums, if any, on the Bonds in
the event that no other money of the Agency 1S lawfully ava11-
able therefor, or for the ret1rement of all the Bonds then
outstanding, except that so long as the Agency is not in
default hereunder, any amount 1n the Reserve Account in ex-
cess of the amount required by this paragraph to be on de-
posit therein shall be transferred to the Debt Service Fund.
(d) Holdlng Account. On or before September 30 of
each year, beginnlng on September 30, 1985, the Fiscal Agent
shall set aSlde from the Debt Serv1ce Fund and deposit in the
Hold1ng Account all money remaining 1n the Debt Serv1ce Fund
after the aforementioned transfers have taken place; provlded,
however, that if Tax Revenues equal to 125% of annual debt
serv1ce were deposited 1n the Debt Service Fund for such
year (or 1f the debt service for such year was fully funded
from the proceeds of the sale of Bonds), the Agency 15 not in
default hereunder, and the balance in the Reserve Account is
equal to max1mum annual debt service, all money then remaining
in the Debt Serv1ce Fund on sa1d date, together with all
money then remain1ng 1n the Hold1ng Account shall, if requested
by the Agency, be pald to the Agency and used for any lawful
purpose. Except as set forth in the precedlng sentence, all
money 1n the Holding Account (1) shall be used and wlthdrawn
by the F1scal Agent for the purpose of replenlshing the Interest
Account, the Pr1ncipal Account or the Reserve Account, 1n
such order, in the event of any deficlency at any time 1n any
of such accounts, or for the purpose of paY1ng the principal
of or the interest or redemption premlums, 1f any, on the
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Bonds in the event that no other money of the Agency is
lawfully available therefor; or (2) so long as the Agency 1S
not in default hereunder, shall, at the dlrect10n of the
Agency, be (i) transferred to the Redemption Fund and used
for the redemption of any Bonds WhlCh are subject to call and
redempt10n prior to maturltYi or (ii) used for the purchase
of Bonds at public or private sale as and when and at such
prices (including brokerage and other charges, but excludlng
accrued interest, Wh1Ch is payable from the Interest Account)
as the Agency in its discret10n may determine, but not to
exceed the par value of such Bonds plus the redemption
premium appl1cable on the next ensuing opt1onal redemption
date.
section 19. Depos1t and Investment of Money in
Funds and Accounts. All money held by the Agency or Fiscal
Agent in any of the funds or accounts established pursuant to
this resolut1on shall be held 1n time or demand deposlts 1n
any bank or trust company (including the Fiscal Agent and any
Paying Agent) authorized to accept deposits of public funds,
and shall be secured at all times by such obligations as are
required by law and (except as the Agency may waive security
for such portion of any deposit as is insured pursuant to
federal law) to the fullest extent required by law, except
such money as is at the time invested in accordance wlth th1S
sectlon.
Money in the Debt Service Fund or in any account
thereof may, and upon the written request of the Agency shall,
be ~nvested by the Fiscal Agent, and money in the Redevelopment
Fund may be 1nvested by the Agency, in Federal Securities or
negotiable certificates of deposit issued by a nationally or
state chartered bank.
Investments of money in the Debt Servlce Fund or in
the Interest Account or in the principal Account must mature
prlor to the date at WhICh such money is estimated to be
requlred to be paid out hereunder.
Money in the Reserve Account may, and upon the
written request of the Agency shall, be invested by the Fis-
cal Agent lD Federal Securities, which shall mature not later
than ten years from the date of purchase by the Flscal
Agent nor later than the final maturity of the Bonds.
All 1nvestment income received prlor to completlon
of the financing of the Redevelopment Project on any money so
Invested shall be deposIted In the Redevelopment Fund, and
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all investment income received subsequently thereto on any
money so invested shall be deposited in the Debt Serv1ce Fund.
Complet10n of the financing of the Redevelopment Project
shall be eV1denced by a certif1cate of the Agency delivered
to the F1scal Agent.
section 20. Covenants of the Agency. The Agency
shall preserve and protect the security of the Bonds and the
rights of the bondholders and defend their rights agalnst all
claims and demands of all persons. Until such time as an
amount has been set aside sufficIent to pay at maturity, or
to call prior to matur1ty, all outstanding Bonds, plus unpaid
interest thereon to maturity, or to the call date, the Agency
will (through its proper members, officers, agents or employ-
ees) fa1thfully perform and ab1de by all of the covenants,
undertak~ngs and provIsions contained in this resolution or
in any Bond 1ssued hereunder, including the following cove-
nants and agreements for the benefit of the bondholders:
1. The Agency covenants and agrees that it will
dIligently carry out and continue to completion, with
all practicable dispatch, the Redevelopment Project 1n
accordance with its duty so to do under and in accor-
dance WIth the Law and the Redevelopment Plan and in a
sound and economical manner. The Redevelopment Plan may
be amended as provided in the Law but no amendment shall
be made which would substantially impair the security of
the Bonds or the rights of the bondholders.
2. The Agency covenants and agrees that the pro-
ceeds of the sale of said Bonds will be deposited and
used as provided in this resolution and that it will
manage and operate all properties owned by it and com-
prIsing any part of the Redevelopment Project in a sound
and business11ke manner. The Agency further covenants
that it will not use a significant portion (w1thin the
meaning of section l03A of the Internal Revenue Code of
1954, as amended) of the Bond proceeds directly or 1n-
directly for mortgages or other financing of owner-
occupied residences.
3. The Agency covenants and agrees that, except
as permItted in section 16 hereof, it will not issue any
other obligations payable, principal, premium or inter-
est, from the Pledged Tax Revenues which have, or pur-
port to have, any lien upon the Pledged Tax Revenues
super10r to or on a parity with the lien of the Bonds
here1n authorizedj provided, however, that nothing in
this resolution shall prevent the Agency from issu1ng
and selling pursuant to law refunding bonds or other
refund1ng obligations payable from and having a lien
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upon the Pledged Tax Revenues if such refunding bonds or
other refundlng obllgations are issued for the purpose
of, and are suff~cient for the purpose of, refunding all
of the Bonds authorlzed by this resolution and then
outstanding.
4. The Agency covenants and agrees that it will
duly and punctually payor cause to be paid the prin-
clpal of and interest on each of the Bonds issued here-
under together with the premium thereon if any be
payable on the date, at the place and 1n the manner pro-
vided in sald Bonds, solely from the Pledged Tax
Revenues and other funds as herein provided. The Agency
further covenants that it shall comply Wlth the
requirements of Section 33675 of the Law, including the
annual fillng of a "statement of lndebtedness" with the
Auditor-Controller of Los Angeles County.
5. The Agency covenants and agrees that it w111
from tlme to time pay and discharge, or cause to be pald
and discharged, all payments in 11eu of taxes, service
charges, assessments or other governmental charges which
may be lawfully imposed upon the Agency or any of the
properties then owned by it in the Redevelopment ProJect
Area, or upon the revenues and income therefrom, and
will pay all lawful claims for labor, mater1al and
supplies which if unpaid mlght become a 11en or charge
upon any of said properties, revenues or income or which
m1ght lmpair the security of the Bonds or the use of
Pledged Tax Revenues or other funds to pay the principal
of and interest thereon, all to the end that the
priority and security of said Bonds shall be preserved;
provided that nothing in this paragraph shall require
the Agency to make any such payment so 1on9 as the
Agency in good faith shall contest the val~dity thereof.
6. The Agency covenants and agrees that 1t will
at all times keep, or cause to be kept, proper and cur-
rent books and accounts (separate from all other records
and accounts) ln which complete and accurate entrles
shall be made of all transactions relating to the Rede-
velopment Project and the Tax Revenues and Pledged Tax
Revenues and other funds herein provided for, and will
prepare within 180 days after the close of each of its
fiscal years a complete flnancial statement or state-
ments for such year in reasonable detail coverlng such
Redevelopment Project, Tax Revenues and Pledged Tax
Revenues and other funds and certif~ed by a certified
public accountant or flrm of certifled publlC accoun-
tants selected by the Agency, and will furnish a copy of
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such statement or statements to any bondholder upon
written request.
7. The Agency covenants and agrees that if all
or any part of the Redevelopment Project Area should be
taken from it, by eminent domain proceed1ngs or other
proceed1ngs authorized by law, for any public or other
use under which the property will be tax exempt, the net
proceeds realized by the Agency therefrom w1ll be
treated as Tax Revenues.
8. The Agency covenants and agrees that 1t will
not dispose of more than 10% of the land area in the
Redevelopment Project Area (except property shown in the
Redevelopment Plan in effect on the date this resolution
is adopted as planned for publ~c use) to public bodies
or other persons or entities whose property is tax
exempt if as a result of such dispos1tion the security
of the Bonds or the rights of the bondholders would be
substantially impaired.
9. The Agency covenants that under no circum-
stances shall any in1tial investment, subsequent invest-
ment or re1nvestment of the proceeds of the Bonds be
made in such a manner as to result in the loss of exemp-
tion from federal income taxation of interest on the
Bonds. Except as permitted during "temporary periods"
(as such term is defined 1n the Income Tax Regulations
referred to here1n) by said Income Tax Regulations, the
proceeds of the Bonds shall not be invested directly or
indirectly in taxable obligat1ons so as to produce yield
which is materially higher than the yield on the Bonds
which results in the Bonds constituting "arbitrage
bondsll with1n the mean1ng of Sect10n 103(c), Internal
Revenue Code of 1954, as amended, and the Income Tax
Regulations issued hereunder; but this Covenant 9 shall
not prevent such sums from being otherwise invested 1f
and when such Act and any regulations thereunder permit
the investment to be made in the manner made without
causing the Bonds to become lIarb1trage bonds".
Section 21. Taxation of Leased Property. Whenever
any property in the Redevelopment Project Area has been
redeveloped and thereafter is leased by the Agency to any
~erson or persons, the property shall be assessed and taxed
1n the same manner as pr~vately owned property, as required
by section 33673 of the Law, and the lease or contract shall
provide (a) that the lessee shall pay taxes upon the assessed
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value of the entire property and not merely upon the assessed
value of such leasehold interest, and (b) that if for any
reason the taxes levled on such property in any year durlng
the term of the lease or contract are less than the taxes
WhlCh would have been leVled if the entire property had been
assessed and taxed in the same manner as privately owned
property, the lessee shall pay such difference to the Agency
withln thirty days after the taxes for such year become pay-
able to the taxing agencies and in no event later than the
delinquency date of such taxes established by law; provided
that in no event shall any payments pursuant to clause
(b) hereof amount to a major portion, within the meaning of
Section l03(b)(2)(B) of the Internal Revenue Code of 1954, as
amended, of the princlpal or interest on the Bonds. All such
payments shall be treated as Tax Revenues.
Sectlon 22. Fiscal Agent. The Agency hereby appolnts
Bank of America National Trust and Savings Association as
Flscal Agent to act as the agent and deposltary of the Agency
for the purpose of receiving from the Agency Pledged Tax
Revenues and other moneys as provlded in this resolutlon, to
hold, allocate, use and apply such Pledged Tax Revenues and
other moneys as provlded in this resolution, and to perform
such other duties and powers of the Fiscal Agent as are pre-
scribed in this resolution.
The Agency may remove the Fiscal Agent initlally
appolnted or any successor thereto and ln such case shall
forthwith appolnt a successor thereto, but any successor
shall be a bank or trust company doing business and having an
office ln the city of Los Angeles, having a comblned capital
and surplus of at least $100,000,000. If such bank or trust
company publlshes reports of conditlon at least annually,
pursuant to law or the requirements of the authority having
supervision over such bank or trust company, then for pur-
poses of this section 22, the combined capital and surplus of
such bank or trust company shall be deemed to be that set
forth in its most recently published report of condition.
The Flscal Agent herein appointed or any substituted Fiscal
Agent may at any time reslgn as such ln writing filed with
the Agency, in which event the Agency shall forthwith appoint
a substltute Fiscal Agent and the resignation shall become
effectlve upon such appointment. In the event that the Fiscal
Agent or any successor becomes lncapable of acting as such
the Agency shall forthwith appoint a substitute Fiscal Agent.
Any bank or trust company lnto which the Fiscal Agent may be
merged or Wlth which it may be consolidated shall become the
Fiscal Agent WlthOut action of the Agency. A Fiscal Agent
may become the owner of any of the Bonds authorized by thlS
resolution with the same rights it would have had lf it were
not the Flscal Agent.
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The Fiscal Agent shall have no duty or obligation
whatsoever to enforce the collection of funds to be deposited
w~th 1t hereunder, or as to the correctness of any amounts
rece1ved, but its liab1lity shall be 11mited to the proper
accounting for such funds as 1t shall actually receive.
The recitals of fact and all promises, covenants
and agreements herein and in the Bonds contained shall be
taken as statements, promises, covenants and agreements of
the Agency, and the Fiscal Agent assumes no responsib1lity
for the correctness of the same, and makes no representations
as to the validity or suffic1ency of this resolution or of
the Bonds, and shall incur no responsib1lity 1n respect
thereof, other than in connection with the duties or obli-
gations herein or in the Bonds assigned to or imposed upon
the Fiscal Agent. The Flscal Agent shall not be liable 1n
connect1on w1th the performance of 1ts dut1es hereunder,
except for its own negligence or default.
Section 23. Lost, Destroyed or Mutilated Bonds.
In the event that any Bond is lost, stolen, destroyed or
mutllated, the Agency w1Il cause to be 1ssued a new Bond
similar to the original to replace the same 1n such manner
and upon such reasonable terms and conditions, including the
payment of costs and the posting of a surety bond if the
Agency or the Fiscal Agent deems such surety bond necessary,
as may from time to time be determined and prescribed by
resolution. The Agency may authorize such new Bond to be
signed and authenticated in such manner as it determines in
said resolution.
Section 24. Cancellation of Bonds. All Bonds
surrendered to the Fiscal Agent for payment upon maturity
or for purchase or redemption shall upon payment therefor
be cancelled immediately and forthwith transmitted to the
Treasurer or destroyed at the direction of the Treasurer
pursuant to due authorizatlon.
Section 25. Amendments without Consent of Bond-
holders. The Agency may, from time to time and at any time,
adopt such resolutions supplemental hereto as shall not be
inconsistent with the terms and provisions hereof (which
supplemental resolutions shall thereafter form a part
hereof),
(a) to cure any ambigulty or formal defect
or omission 1n thlS resolution or in any supplemental resolu-
tion, or
(b) to grant to or confer upon the Fiscal
Agent for the benefit of the bondholders any additional
rights, remedies, powers, authority or security that may
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lawfully be granted to or conferred upon the bondholders or
the Fiscal Agent.
section 26. Amendments with Consent of Bondholders.
This resolution, and the rights and obligations of the Agency
and of the holders of the Bonds, may be modified or amended
at any time by supplemental resolution adopted by the Agency
with the consent of bondholders holding at least 60% in aggre-
gate principal amount of the outstanding Bonds, exclusive of
Bonds, if any, owned by the Agency or the Clty, and obtalned
as hereinafter set forth; provlded, however, that no such
modlflcation or amendment shall, without the express consent
of the registered owner of the Bond affected, reduce the
principal amount of any Bond, reduce the interest rate pay-
able thereon, advance the earliest redemption date, reduce
the premium payable upon redemptlon thereof, extend its matu-
rity or the times for paying interest thereon or change the
monetary medium in which principal and interest is payable,
nor shall any such modification or amendment reduce the per-
centage of consent required for amendment or modlficatlon.
Any act done pursuant to a mod1f1cation or amend-
ment so consented to shall be binding upon the holders of all
of the Bonds and shall not be deemed an 1nfr1ngement of any
of the provisions of this resolut10n or of said Law, whatever
the character of such act may be, and may be done and per-
formed as fully and freely as if expressly permitted by the
terms of th1S resolution, and after such consent relating to
such spec1fied matters has been given, no bondholder shall
have any right or 1nterest to obJect to such action or in
any manner to quest10n the propr1ety thereof or to enjoin or
restra1n the Agency or any offlcer thereof from taking any
action pursuant thereto.
section 27. Calling Bondholders' Meeting. If the
Agency shall desire to obtain any such consent or any other
actlon which may be taken by the registered owners of the
Bonds it shall duly adopt a resolution calling a meet1ng of
bondholders for the purpose of considering the action, the
consent to wh1ch is desired. The Fiscal Agent may also call
such a meeting of bondholders for such purposes.
Sect10n 28. Notlce of Meeting. Notice specifying
the purpose, place, date and hour of such meeting shall be
glven by the Agency or the Fiscal Agent, as the case may be,
by f1rst class ma11, postage prepaid, to the respective
registered owners of the Bonds, as their names and addresses
appear on the bond registration books, such mailing to be not
less than 60 days and not more than 90 days prior to the date
f1xed for the meeting. Such notlce shall set forth the nature
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of the proposed actlon, consent to which 1S deslred. The
place 1 date and hour of holding such meeting and the date of
mailing such notice shall be determined by the Agency in its
discretion.
The actual receipt by any bondholder of notice of
any such meeting shall not be a condltion precedent to the
holding of such meeting1 and failure to receive such notice
shall not affect the validity of the proceedlngs thereat.
A certlf1cate by the Secretary of the Agency approved by
resolution of the Agency, that the meeting has been called
and that notice thereof has been given as herein provided
shall be conclusive as against all part1es and it shall not
be open to any bondholder to show that he failed to receive
actual notice of such meeting.
Section 29. Voting Quallfications. The Fiscal
Agent shall prepare and deliver to the chairman of the
meet1ng a list of the names and addresses of the registered
owners of Bonds, with a statement of the maturitles and
serial numbers of the Bonds held by each of such bondholders,
and no bondholders shall be ent1tled to vote at such meeting
unless their names appear upon such list. No bondholders
shall be permitted to vote with respect to a larger aggregate
principal amount of Bonds than is set against their names on
such list.
Section 30. Issuer-Owned Bonds. The Agency
covenants that it wll1 present at the meeting a certificate,
signed and verified by one member thereof and by the Trea-
surer, statlng the maturities and serial numbers of all
Bonds owned by or held for account of the Agency or the City
directly or indirectly. No person shall be permitted at the
meetlng to vote or consent wlth respect to any Bond appearing
upon such certificate, or any Bond which it shall be establ-
ished at or prlor to the meeting is owned by the Agency or
the City, directly or indlrectly, and no such Bonds (in this
resolution referred to as Irissuer-owned Bonds") shall be
counted in determin~ng whether a quorum is present at the
meeting.
Sect~on 31. Quorum and Procedure. A representation
of at least 60% ln aggregate principal amount of the Bonds
then outstanding (exclus1ve of issuer-owned Bonds, if any)
shall be necessary to constitute a quorum at any meetlng of
bondholders, but less than a quorum may adjourn the meeting
from time to time, and the meet~ng may be held as so adjourned
without further notlce, whether such adjournment shall have
been had by a quorum or by less than a quorum. The Agency
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or the Fiscal Agent, as the case may be, shall, by an instru-
ment 1n writ1ng, appo1nt a temporary chairman of the meet1ng,
and the meet1ng shall be organized by the election of a perma-
nent chairman and secretary. At any meet1ng each bondholder
shall be entitled to one vote for every $5,000 principal
amount of Bonds with respect to which he shall be entitled to
vote as aforesa1d, and such vote may be glven in person or by
proxy duly appo1nted by an instrument in writing presented at
the meet1ng. The Agency, by its duly authorized representa-
tive, or the Fiscal Agent and its counselor both, may attend
any meeting of the bondholders, but shall not be required to
do so.
section 32. Vote Required. At any such meeting
held as aforesaid there shall be submitted for the considera-
tion and act10n of the bondholders a statement of the proposed
act1on, consent to which is des1red, and if such action shall
be consented to and approved by bondholders holding at least
60% 1n aggregate amount of the Bonds then outstanding (exclu-
Slve of issuer-owned Bonds) the cha1rman and secretary of the
meet1ng shall so certify 1n writing to the Agency and the
Fiscal Agent, and such certificate shall constitute complete
eV1dence of consent of bondholders under the prov1s1ons of
this resolution. A certificate signed and ver1fied by the
chairman and the secretary of any such meeting shall be con-
clusive evidence and the only competent evidence of matters
stated in such certificate relating to proceedings taken at
such meeting.
Section 33. Bond Form. The form of the Bonds and
the form of authentication endorsement to appear thereon
shall be substantially as follows:
[FORM OF FACE OF BOND]
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
CITY OF SANTA MONICA
REDEVELOPMENT AGENCY OF THE CITY
OF SANTA MONICA
OCEAN PARK REDEVELOPMENT PROJECT
TAX ALLOCATION BOND, SERIES 1984
No. . . . . .
$
The Redevelopment Agency of the C1ty of Santa
Monica (hereinafter somet1mes called the "Agency"), a publ1C
body corporate and pol1tic, duly organized and eX1st1ng under
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the laws of the state of CalifornIa, for value received,
hereby promises to pay (but solely from the funds herein-
after mentioned) to ,
or regIstered assigns, on October 1, .... (subject to right
of prior redemption as hereinafter stated), upon presenta-
tion and surrender of thls bond, the sum of THOUSAND
DOLLARS ($ ), with interest thereon (payable solely
from said funds) from the Interest payment date next pre-
cedIng the date of authentication of this bond (unless thIS
bond is authentIcated as of an interest payment date, in
which event it shall bear Interest from such interest payment
date, or unless this bond is authentIcated prior to April I,
1985, in which event it shall bear interest from October 1,
1984) at the rate of % per annum, interest payable semi-
annually on the fIrst-oay of April and the first day of
October of each and every year until this bond is paid;
provIded, however, that if at the maturity date of this bond
or, If the same is duly called for redemption, then at the
date fixed for redemption, funds are available for payment or
redemption thereof, as provided in the resolution hereinafter
mentIoned, thIS bond shall then cease to bear interest. The
principal of and interest on this bond and any premium upon
the redemption prior to maturity of all or any part hereof
are payable in lawful money of the united states of America,
and (except for interest which is payable by check or draft
mailed to the registered owner hereof at hIS address shown on
the bond register kept by the Fiscal Agent hereinafter named)
are payable at the SecuritIes Services Division of Bank of
America National Trust and Savings ASsocIation, Fiscal Agent
for the Agency, in Los Angeles, California.
This bond, the interest thereon, and any premium
payable upon the redemption thereof, are not a debt of the
City of Santa Monica, the State of CalIfornia or any of its
political subdIvisions and neither said city, said state nor
any of its polItical subdivisions is lIable thereon, nor in
any event shall thIS bond or said interest or premiums be
payable out of any funds or properties other than the funds
of the Agency hereinafter mentioned. ThIS bond does not
constitute an indebtedness within the meaning of any con-
stItutional or statutory debt limitatIon or restriction.
NeIther the members of the Agency nor any persons executing
this bond are liable personally on this bond by reason of its
issuance.
THE TERMS AND PROVISIONS OF THIS BOND ARE CONTINUED
ON THE REVERSE SIDE HEREOF AND SUCH CONTINUED TERMS AND
25
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PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH
FULLY SET FORTH AT THIS PLACE.
It ~s hereby recited, certified and declared that
any and all acts, conditions and things requ~red to exist, to
happen and to be performed precedent to and in the lssuance
of this bond ex~st, have happened and have been performed in
due tlme, form and manner as required by the Constitution and
statutes of the state of California.
This bond shall not be entitled to any benefits
under the resolution or become valld or obligatory for any
purpose until the certificate of authentication hereon
endorsed shall have been signed by the Fiscal Agent.
IN WITNESS WHEREOF, the Redevelopment Agency of the
City of Santa Monica has caused this bond to be signed on its
behalf by its Chairman by his facsim~le signature and by its
Secretary and the seal of sald Agency to be impressed,
imprlnted or reproduced hereon, and thlS bond to be dated the
first day of October, 1984.
Chairman of the Redevelopment
Agency of the city of Santa Monlca
(SEAL)
Secretary of the Redevelopment
Agency of the Clty of Santa Monica
26
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[FORM OF FISCAL AGENT'S CERTIFICATE
OF AUTHENTICATION]
This lS one of the bonds described ln the withln-
mentioned resolution and has been authenticated on
as Fiscal Agent
By
Authorized Officer
[FORM OF BACK OF BOND]
This bond is one of a duly authorized lssue of
bonds of the Agency designated "Ocean Park Redevelopment
Project Tax Allocatlon Bonds, Series 198411 (hereinafter called
the "bondsll) limlted in aggregate princlpal amount to
$5,700,000, all of l1ke tenor (except for bond numbers and
maturlty dates and dlfferences, if any, in date of authen-
tication, denomlnation and interest rate) and all of which
have been issued pursuant to and in full conformity with the
Constitution and laws of the State of California and particu-
larly the Community Redevelopment Law (Part 1 of Divlsion 24
of the Health and Safety Code of the State of Californla)
for the purpose of refinanclng portlons of the cost of the
redevelopment proJect above designated, and are authorlzed by
and issued pursuant to Resolution No. , (hereinafter
called the "resolutionll) adopted by the Agency on September 11,
1984 and all of the bonds are equally secured ln accordance
wlth the terms of the resolution, reference to which is hereby
made for a speclflc description of the security therein pro-
vided for said bonds, for the nature, extent and manner of
enforcement of such securlty, for the covenants and agreements
made for the benefit of the bondholders, and for a statement
of the rights of the bondholders, and by the acceptance of
this bond the holder hereof assents to all of the terms,
condltions and provlslons of sald resolutlon. In the manner
provlded in the resolutlon, sald resolutlon and the rights
and obligations of the Agency and of the holders of the bonds,
may (wlth certain exceptlons as stated in sald resolution) be
modified or amended with the consent of the holders of 60% in
27
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.
wltUU. /PCLfjr d J' ?
l?uU~,'a?~1 ~ .3?/clP//V
aggregate princlpal amount of outstandlng bonds, excluslve of
bonds owned by t~e Agency or the Clty of Santa Monica.
\
The pri~iPal of this bond, the interest hereon,
and any premlum p able upon redemptlon of all or any part
hereof are secured y an 1rrevocable pledge of, and are
payable solely from~ the Pledged Tax Revenues (as such term
1S deflned in the re~olution) and other funds, all as more
particularly set for~ in the resolut1on.
'.
If th1s bond\matures on or after October I, 1995, 1t
1S redeemable, 1n whole\or in partl 1n the manner and subject
to the terms and provisi~ns, and with the effect, set forth
in the resolution of the ~edevelopment Agency of the City of
Santa Monica referred to 6p the face of this bond, at the
option of said Agency, on ~ctober 1, 1994, or on any lnterest
payment date thereafter pr1Qr to matur1ty, at a redemption
pr~ce equal to the princ~pa~ amount thereof plus the
following premiums (percentage of par value) if redeemed at
the following times: \
,
\
"
\
\
\.
October I, 1994 or Ap~l 11 1995 2%
October I, 1995 or APrU I, 1996 l~
October 1, 1996 or Aprl I, 1997 1%
October I, 1997 or April I, 1998 \%
October 11 1998 or there~ter 0
. The Agency is obligated to~etire, by call and
redemption or otherwise, the term bo ds maturing on
October I, 2006, in the minimum amoun s on october 1 of
each of the several years as follows: \
Year Prlncipal Amount Year Principal Amount
2000 $345,000 2004 \ $510,000
2001 380,000 2005 \ 560,000
2002 420,000 2006 \ 620,000
2003 460,000
Redemptlon Dates
Premiums
\
Notice of the call for any redempti.on, ldentifying
the bonds or a portion thereof to be redeemed, shall be glven
by the Fiscal Agent by maillng, postage prepaid, a copy of
the redemption notice not more than 90 days and not less than
30 days prior to the date flxed for redemption to the reg1s-
tered owner of each bond to be redeemed in whole or in part
at the address shown on the registration books maintained by
the Fiscal Agent.
Thls page corrected see attached page 28 (90 days changed to 60 days)
28
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aggregate prlnclpal amount of outstanding bonds, excluslve of
bonds owned by the Agency or the Clty of Santa Monlca.
The pr~nclpal of thlS bond, the lnterest hereon,
and any premlum payable upon redemptlon of all or any part
hereof are secured by an irrevocable pledge of, and are
payable solely from, the Pledged Tax Revenues (as such term
lS deflned ln the resolutlon) and other funds, all as more
partlcularly set forth 10 the resolution.
If thlS bond matures on or after October 1, 1995, lt
lS redeemable, ln whole or ln part, ln the manner and subJect
to the terms and provls1ons, and wlth the effect, set forth
10 the resolutlon of the Redevelopment Agency of the city of
Santa Monlca referred to on the face of th1S bond, at the
optlon of sald Agency, on October 1, 1994, or on any lnterest
payment date thereafter prlor to maturlty, at a redemptlon
prlce equal to the prlncipal amount thereof plus the
follow1ng premiums (percentage of par value) lf redeemed at
the followlng tlmes:
Redemptlon Dates Premlums
. October 1, 1994 or Aprll 1, 1995 2%
October 1, 1995 or Aprl1 1, 1996 1\%
October 1, 1996 or Aprll 1, 1997 1%
October 1, 1997 or Aprll 1, 1998 ~
October 1, 1998 or thereafter 0
The Agency 1S obl1gated to ret1re, by call and
redemptlon or otherwlse, the term bonds maturlng on
October 1, 2006, in the mlnlmum amounts on October 1 of
each of the several years as follows:
Year Prlnclpal Amount Year Prlnclpal Amount
2000 $345,000 2004 $510,000
2001 380,000 2005 560,000
2002 420,000 2006 620,000
2003 460,000
.
Notlce of the call for any redemptlon, ldentifYlng
the bonds or a portlon thereof to be redeemed, shall be glven
by the Flscal Agent by mall1ng, postage prepald, a copy of
the redemptlon notlce not more than 60 days and not less than
30 days pr~or to the date flxed for redemption to the regls-
tered owner of each bond to be redeemed lTI whole or in part
at the address shown on the reglstratlon books malntained by
the Flscal Agent.
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If thlS bond is called for redemption and payment
is duly provided therefor as specif1ed 1n the resolution,
1nterest shall cease to accrue hereon from and after the date
fixed for redemption.
The bonds are issuable only in fully registered
form 1n denom~nations of $5,000 or any integral multiple
thereof. Subject to the limitations and upon payment of the
charges, if any, provided in the resolution, this bond may be
exchanged, at the pr~ncipal corporate trust office of the Fiscal
Agent, for registered bonds of the same maturity of other
authorized denominat1ons.
For value received the undersigned do(es) hereby
sell, assign and transfer unto
the withln-mentioned bond and do(es) hereby irrevocably
const1tute and appoint attorney to
transfer the same on the bond re9ister of the Fiscal Agent,
with full power of subst1tut1on 1n the premises.
Date:
Note: The signature(s) to this Assignment must
correspond with the name(s) as written on the face of the
within bond in every part1cular, without alteration or
enlargement or any change whatsoever.
section 34. Proceedings constitute Contract. The
provisions of this resolution, of the resolutions providing
for the sale of the Bonds and awarding the Bonds and fixing
the interest rates thereon, and of any other resolution
supplement1ng or amending this resolution and adopted prior
to the issuance of the Bonds hereunder shall constitute a
contract between the Agency and the bondholders and the
provisions thereof shall be enforceable by any bondholder for
the equal benef1t and protection of all bondholders sim~larly
situated by mandamus, accounting, mandatory injunction or any
other suit, action or proceed1ng at law or in equity that 1S
now or may hereafter be authorized under the laws of the
State of California 1n any court of competent jurisdlction.
Said contract is made under and 1S to be construed in
accordance wlth the laws of the State of California.
No remedy conferred hereby upon any bondholder is
intended to be exclusive of any other remedy, but each such
remedy is cumulative and in addition to every other remedy
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and may be exercised without exhausting and without regard
to any other remedy conferred by the Law or any other law of
the state of California. No waiver of any default or of any
breach of duty or contract by any bondholder shall affect any
subsequent default or breach of duty or contract or shall
impair any rights or remedies on said subsequent default or
breach. No delay or omission of any bondholder to exercise
any ri9ht or power accrulng upon any default shall impair any
such rlght or power or shall be construed as a walver of any
such default or acquiescence therein. Every substantive
right and every remedy conferred upon the bondholders may be
enforced and exercised as often as may be deemed expedient.
In case any suit, actlon or proceeding to enforce any right
or exercise any remedy shall be brought or taken and should
sald SUlt, action or proceeding be abandoned, or be determlned
adversely to the bondholders, then, and in every such case,
the Agency and the bondholders shall be restored to thelr
former positions, rights and remedies as 1f such suit, actlon
or proceeding had not been brought or taken.
After the issuance and delivery of the Bonds this
resolution and any supplementary resolutions hereto shall be
irrepealable, but shall be subject to modification or amend-
ment to the extent and in the manner provided ln this resolu-
tion, but to no greater extent and in no other manner.
section 35. Defeasance. If the Agency shall pay
or cause to be paid, or shall have made provlslons to pay, or
there shall have been set aside in trust funds to pay, to the
holders of the Bonds, the principal and interest, and premium,
if any, to become due thereon, then the pledge of the Pledged
Tax Revenues and all other rights granted hereby shall there-
upon cease, terminate and become void and be discharged and
satisfied.
Bonds for the payment and dlscharge of which upon
maturity, or upon redemption prior to maturity, provision has
been made through the setting apart ln a reserve fund or
special trust or escrow account created pursuant to thlS
resolution or otherwise to insure the payment thereof, of
money sufficient for the purpose or through the irrevocable
segregatlon for that purpose ln some sinking fund or other
fund or trust or escrow account of moneys sufficient therefor,
including, but not limited to, investment lncorne earned or
to be earned on direct obligations of the United States of
America or bonds or other obligations for which the full
faith and credit of the United states of America are pledged
for the payment of principal and interest, shall, as provided
herein, no longer be deemed to be outstanding and unpald;
30
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provlded, however, that if any such Bonds are to be redeemed
prior to the maturity thereof, the Agency shall have taken
all actlon necessary to redeem such Bonds and notice of such
redemption shall have been duly glven or provision made for
the giving of such notice; and provlded, further, that, if
the maturlty or redemption date of any such Bond shall not
have arrived, provision shall have been made by the Agency by
deposlt, for the payment to the holder of any such Bonds,
upon surrender thereof, whether or not prior to the maturity
or redemption date thereof, of the full amount to WhlCh they
would be entitled by way of principal, premlUffi, if any, or
interest to the date of such maturity or redemption, lncluding
in the computation of said full amount any income to be earned
by way of lnvestment of sald deposlt, as provided below, and
provlsion shall have been made by the Agency for the mailing
by flrst class mall, postage prepald, of a notice to the
holders of such Bonds that such moneys are available for such
payment.
Moneys held for payment or redemption in accordance
wlth the provisions of this section shall be lDvested in
direct obligations of the United states of America, or bonds
or other obligations for which the full falth and credit of
the United States of America are pledged for the payment of
princlpal and interest, to mature or be withdrawable, as the
case may be, not later than the time when needed for such
payment or redemption. Net income earned on such investments
may be paid to the Agency or may be used for the payment or
redemptlon of Bonds and to the extent permitted by law may be
considered as adequate provision for payment.
Section 36. Severabillty. If any covenant, agree-
ment or provlslon, or any portion thereof, contained in thlS
resolution, or the appllcation thereof to any person or cir-
cumstances, is held to be unconstltutional, invalid or unen-
forceable, the remainder of thlS resolution and the appli-
cation of any such covenant, agreement or provision, or
portion thereof, to other persons or circumstances, shall be
deemed severable and shall not be affected, and thlS resolu-
tion and the Bonds issued pursuant hereto shall remain valid
and the bondholders shall retain all valid rights and beneflts
accorded to them under this resolution and the constitution
and laws of the state of Callfornia. If the provlsions
relating to the appointment and duties of a Fiscal Agent are
held to be unconstitutional, lnvalid or unenforceable, said
duties shall be performed by the Treasurer.
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section 37. Effective Date. This resolution shall
take effect upon adoption.
~ .....-- -----------~
th?~/11th day o~~epte~, 1984.
// f c~~/ ~
! f~' A /">L-!S/
" /1 C---;;Z~I
.. ' ,/ ----- ./'./ -
I - l(" r T"
Ch~an of the Redevelopment
Agency of the City of Santa Monlca
APPROVED AND ADOPTED
Attest:
se~ o~~ment
Agency of the city of Santa Monlca
(Seal)
Approved as to form:
~~..~
Agency Attorney U
I hereby certlfy that the foregolng Resolutlon No. 391 (RAS)
was duly adopted by the Redevelopment Agency of the Clty of Santa
Monlca at a meetlng thereof held on September 11, 1984 by the
following agency vote:
Ayes: Agency r.1embers:
Noes: Agency Members:
Abstaln: Agency Members:
Absent: Agency Members:
Conn, Press, Zane, and
Chalrperson Edwards
Epsteln and Reed
None
Jennlngs
ATTEST:
O",--7/; ~cVcc
Secretary
32