HomeMy WebLinkAboutContracts & Agreements_9-1974 RDA_CCv0001.pdf 41/18/74
RESOLUTION NO, 129
RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF REDLANDS
AUTHORIZING THE ISSUANCE OF $2,440,000 PRINCIPAL AMOUNT OF LEASE
REVENUE BONDS OF SAID AGENCY TO FINANCE A PORTION OF THE COST OF A
REDEVELOPMENT PROJECT KNOWN AS THE REDLANDS REDEVELOPMENT PROJECT.
WHERFAS, the Redevelopment Agency of the City of Redlands is a redevelopment agency (a public
body, corporate and politic) duly created, established and authorized to transact business and exercise its
powers, all under>and pursuant to the Community Redevelopment Law (Part I of Division 24 of the
Health and Safety Code of the State of California) and the powers of such agency include the power
to issue bonds for any of its corporate purposes; and
WnrRfAs, a redevelopment plan for a redevelopment project known and designated as "Redlands
Redevelopment 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, in accordance with said redevelopment plan, the Agency proposes to acquire and clear
certain parcels of land (the "Site") and to construct a parking facility together with related public
improvements (the "Facility") thereon, and to lease the Site and the Facility (referred to herein col-
lect,ively as the "Leased Premises") to the City of Redlands-, and
WHEREAS, the Agency and the City Council 'have determined by resolution pursuant to Section
33445 of the Health and Safety Code of the State of California that the Leased Promises are of benefit
to the redevelopment project area; and
W11FREAS, the Agency deems it necessary to issue its bonds to finance a portion of the cost of
such redevelopment, to wit, the acquisition and clearing of the Site;
Now, THEREFORE, the Redevelopment Agency of the City of Redlands Hors HFRf uy RFsoLvE,
DETERMINE AND ORDr-,R as follows:
Section 1. Definitions. As used in this Resolution the following terms shall have the following
meanings:'
(a) "Bonds" means the $2,440,000 principal amount of lease revenue bonds authorized by
this Resolution.
(b) "City" means the City of Redlands, California.
(C) "City Council" or "Council" means the Redlands City Council.
(d) "Federal Securities" means any obligations described in subparagraphs (b) and (e) of
Section 53601 of the Government Code of the State of California, to the extent that such obligations
are eligible for the legal investment of Agency funds.
(e) "Fiscal Agent" means Bank of America National Trust and Savings Association, its
successors and assigns, and any other corporation or association which may at any time be
substituted in its place, as provided in this Resolution.
(f) "Fiscal Year" means the year period beginning on July lst and ending on the next
following June 30th.
(g) "Law" or "Redevelopment Law" means, the Community Redevelopment Law of the
State of California as cited in the recitals hereof.
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(h) "Lease Agreement" means that certain Lease Agreement (to which this Resolution will
be attached as Exhibit B) to be dated as of May 1, 1974, between the Agency and the City, including
any amendments or supplements thereof made in accordance with the provisions of this Resolution.
(i) "Parity Bonds" means any additional revenue bonds issued by the Agency as permitted
by Section 14 of this Resolution.
(j) "Parking Project" means the acquisition and preparation of the Site and the construction
of the Facility.
(k) "Paying Agent" means any paying agent provided by the Agency pursuant to this
Resolution.
(1) "Pledged Revenues" means the base rental payable by the City to the Agency under
the terms of the Lease Agreement, all moneys credited upon base rental as provided in the Lease
Agreement or in this Resolution, all net revenues, if any, received by the Agency from the reletting
or operation of the Leased Premises in the event of a default by the City thereunder, and any
other moneys which under this Resolution are required to be placed in the Bond Service Fund.
(m) '*Redevelopment Agency" or "Agency" means the Redevelopment Agency of the City of
Redlamls.
(n) "Redevelopment Plan" means the redevelopment plan for the Redevelopment Project
Area approved and adopted by Ordinance No. 1500 of the City, and includes any amendments
of said plan heretofore or hereafter made pursuant to law.
(o) "Redevelopment Project" means the project of carrying out, pursuant to the Law, the
Redevelopment Plan for the Redevelopment Project Area.
(p) "Redevelopment Project Area" means the project area described and defined in Ordinance
No. t500 of the City, which project area is known and designated as "Redlands Redevelopment
Project."
(q) "Resolution" means this Resolution, providing the terms and conditions for the issuance
of the Bonds.
(r) "Treasurer" or "Treasurer of the Agency" means the officer who is then performing the
functions of Treasurer of the Agency.
Section 2. Amount, Issuance and Purpose of Bonds. Under and pursuant to said Law and
under and pursuant to this Resolution, Bonds of the Redevelopment Agency in the principal amount of
$2,440,000 shall be issued by the Agency for the purpose of financing the acquisition of the Site and
for other purposes related thereto as hereinafter provided.
Section 3. Nature of Bonds. The Bonds shall be and are special obligations of the Agency and
are secured by an irrevocable and first pledge of, and are payable as to both principal and interest
from Pledged Revenues and other funds as hereinafter provided, without priority for number, date of
sale, date of execution or date of delivery, except as expressly provided herein, Said Bonds and the
interest there-on are not a debt of the City of Redlands, the State of California or any of its political
subdivisions and neither said city, said state nor any of its political subdivisions is liable on them, nor
in any event shall said Bonds or interest be payable out of any funds or properties other than those
of the Agency as in this Resolution set forth. Said Bonds do not constitute an indebtedness within the
meaning of any constitutional or statutory debt limitation or restriction. Neither the members of the
Agency nor any persons executing the Bonds are liable personally on the Bonds by reason of their
issuance.
Any Bond for the payment and discharge of which upon maturity, or upon redemption prior to
maturity, provision has been made through the setting apart in a special trust fund or account created
pursuant to this Resolution or otherwise to insure the payment thereof, of money sufficient for the
purpose, shall be deemed to be no longer outstanding within the meaning of any provision of this
Resolution.
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Nothing in this Resolution shall preclude the payment of said Bonds from the proceeds of refunding
bonds issued pursuant to law. Nothing in this Resolution shall prevent the Agency from making advances
of its own funds howsoever derived to any of the uses and purposes mentioned in this Resolution.
Section 4. Description of Bonds. The Bonds shall be. in the aggregate principal amount of
$2,440,000. The Bonds may be initially issued in the form of bearer Bonds in the denomination of
$5,000 each, or in fully registered form, in denominations of $5,000 each or any multiple thereof. The
bearer Bonds shall be numbered Al to A488 inclusive. Said Bonds shall be designated PARKING
LEASE REVENUE BONDS, SERIES A, shall be dated May 15, 1974, and shall mature in consecutive
numerical order on May 15 in each of the years and in the amounts as follows:
Principal Principal
Year Amount Year Amount
1978- -------------- $ 30,000 1989---------- $110.000
---- 603000 1990 ----------- 110,000
1980" ----- ---- ....... ....... 60,000 1991.--•- ........ ------ - 120,000
1981------- ---------------- 70,000 1992-__ ........ -- -- ------ - 130,000
1982------------------------------ 70,000 1993....-,....... -------------- 140,000
1,983-.-.....,._m ----- 80,000 1994------------- ...... 150,000
1984-- 80,000 1995--------- ........ 150,000
------ 90,000 1996. ...... .---------------- 160,000
1986........... ....... .....-- 90,000 1997._.°._ -_------ ---- 1,70,000
1987._,... ...: .. .. ...;_ -------- 100,000 1998.......> --- 1,80,000
1988--------------- 100,000 1999—------ ------- 190,000
Section 5. Interest. The Bonds shall bear interest at a rate or rates to be hereafter fixed by
resolution, but not to exceed seven per cent (7%) per annum, payable semiannually on May 15 and
November 15 of each year. Each Bond shall bear interest until the principal sum thereof has been paid;
provided, however, that if funds are available for the payment thereof in full accordance with the terms
of this Resolution, said Bond shall then cease to bear interest.
Section 6. Place of Payment The Bonds and the interest thereon shall be payable in lawful
money of the United States of America at the Corporate Agency Division of Bank of America National,
Trust and Savings Association, the Fiscal Agent in Los Angeles, California, or, at the option of the
holder, at the office of any Paying Agent of the Agency in New York, New York, or Chicago, Illinois.
Section 7. Execution of Bonds. The Bonds shall be signed on behalf of the Agency by its Chair-
man by his manual or facsimile signature and by its Secretary by his manual signature, and the seat of
the Agency shall be impressed, imprinted or reproduced thereon. The interest coupons on said Bonds
shall be signed by said Secretary by his manual or facsimile signature. The foregoing officers are
hereby authorized and directed to sign said Bonds and coupons in accordance with this section.
Section 8. Types of goods, Registration, Discharge and Exchange. To facilitate registration of
the Bonds, two forms of Bonds have been provided: (1) those which shall be initially issued and which
are in negotiable form, payable to bearer with negotiable coupons (herein sometimes referred to
as "bearer Bonds"), and (2) those which are issued=to facilitate registration and so are issued as non-
negotiable fully registered Bondi payable to the registered owner (herein sometimes referred to as "fully
registered Bonds").
The bearer Bonds are not registrable by endorsement, and, to facilitate their registration, they may
be "changed for fully registered Bonds as provided herein.
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A bearer Bond or bearer Bonds may be registered by exchanging the same for a fully registered
Bond or fully registered Bonds, as the case may be. A bearer Bond or bearer Bonds and a fully registered
Bond or fully registered Bonds may be exchanged for a fully registered Bond or fully registered Bonds. A
fully registered Bond may be exchanged in whole for bearer Bonds or in part for such bearer Bonds
and the balance for fully registered Bonds. Transfer of ownership of a fully registered Bond or fully
registered Bonds shall be made by exchanging the same for a new fully registered Bond or fully registered
Bonds. All of such exchanges shall be made in such manner and upon such reasonable terms and
conditions as may from time to time be determined and prescribed by the Agency; provided, however,
no such exchange shall be made between the fifteenth day preceding any interest payment date and such
interest payment date. Such exchanges shall be free of any costs or charges to the person, firm or
corporation requesting such exchangre, except for any tax or governmental charge that may be imposed
in connection with such exchange. Each bearer Bond issued pursuant to this Resolution shall be of the
denomination of $5,000. Each fully registered Bond issued pursuant to this Resolution shall be of a
denomination which is $5,000 or a multiple thereof., Such fully registered Bond or Bonds shall be of
the sarne series, and interest rate and maturity.
Section 9. Bond Register. The Fiscal Agent will keep or cause to be kept at its office sufficient
books for the registration and transfer of the Bonds, which shall at all times be open to inspection by the
Agency; and, upon presentation for such purpose, the Fiscal Agent shall, under such reasonable
regulations as it may prescribe, register or transfer or cause to be registered or transferred, on said
register, Bonds as hercinbefore provided.
Section 10. Temporary Bonds. Any Bond issued under this Resolution may be issued in temporary
form exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be
printed, lithographed or typewritten, shall be of such denomination as may be determined by the
Agency, shall be without coupons and may contain such reference to any of the provisions of this
Resolution as may be appropriate. Every temporary Bond shall be, executed by the Agency upon the
same conditions and in substantially the same manner as the definitive Bonds. If the Agency issues
temporary Bonds, it shall execute and furnish definitive Bonds without delay and thereupon the
temporary Bonds shall be surrendered, for cancellation, in exchange therefor at the office of the Fiscal
Agent, and the Fiscal Agent shall deliver in exchange for such temporary Bonds an equal aggregate
principal amount of definitive Bonds of authorized denominations of the same interest rate and
maturity. Until so exchanged, the temporary Bonds shall be entitled to the same benefits under this
Resolution as definitive Bonds.
Section 11. Funds. There has heretofore been created with the Treasurer a special, trust fund
called the Redlands Redevelopment Project Redevelopment Fund, There is hereby created a special
trust account within said fund called the Parking Acquisition and Construction Account,
There are hereby created the following funds to be held by the Fiscal Agent or the Treasurer and
applied as designated herein-,
i. The "Revenue Fund" (to be held by the Treasurer);
2. The "Bond Service Fund" (to be held by the Fiscal Agent);
3. The "Reserve Fund" (to be held by the Fiscal Agent);
4. The "Redemption Fund" (to be held by the Fiscal Agent);
5. The "Maintenance and Operation Fund" (to be held by the Treasurer); and
6. The "Surplus Revenue Fund" (to be held by the Treasurer);
Said funds and account are to be established and maintained to insure payment, when due or
payable, whether at maturity or upon redemption prior to maturity, of the principal of and interest on
tile Bonds, including premiums, if any, due upon the redemption of any thereof and to insure the
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application of the proceeds of such Bonds to the purposes for which the same were issued. Any moneys
placed in any such fund or account shall constitute-a trust fund and until the Bonds and all interest
thereon are paid or until provision has been made for the payment of the Bonds at maturity or for
redemption thereof prior to maturity with interest to maturity or to the call date, by setting aside in
some trust fund or account an amount sufficient for said purposes, the moneys in said fund or account
shall be applied only to the purposes for which it was created; provided, however, that income derived
from the investment or deposit of moneys in the Bond Service Fund prior to completion of the acqui-
sition of the Site will be deposited in the Reserve Fund.
Section 12. Disposition of Bond Proceeds—Bond Service Fund—Reserve Fund—Parking Acqui-
sition and Construction Account. Concurrently with the delivery of and payment for the Bonds, there
shall be transferred to the Fiscal Agent from the proceeds of sale thereof, for deposit in the respective
funds the following amounts: (a) In the Bond Service Fund, an amount which, together with the
premium and accrued interest, if any, shall be sufficient to pay the interest coming due on the Bonds
to "Ind incltjding'} 15, 1977, (b) In the Reserve Fund, an amount which together with interest
earnings to be realized from the deposit or investment of the Reserve Fund and the Bond Service Fund
during the first 42 months after the date of the bonds, will be equal to the annual Base Rental, In order
to insure that the interest earnings will be adequate to bring the Reserve Fund balance to the required
amount, the investments or deposits to be made will be selected by the Treasurer at the time the bonds
are delivered to the purchaser and the amount to be deposited in the Reserve Fund will be determined
by the Treasurer by deducting from an amount equal to the annual Base Rental the actual yield to
maturity of such deposits or investments.
After the foregoing transfers have been made, the Treasurer shall deposit the balance of the proceeds
in the Parking Acquisition and Construction Account. The moneys so set aside in the Parking Acquisition
and Construction Account shall remain therein until from time to time expended for the purpose of
carrying out the acquisition of the Site. When the Site has been acquired Lind cleared in accordance
with�the Lease Agreement, any remaining balance in the Parking Acquisition and Construction Account
shall be applied, at the direction of the Agency, in whole or in part, as follows:
(j) Transferred to the Bond Service Fund or the Redemption Fund, in which event the
Agency shall credit the amount so transferred against the next or succeeding installments of base
rental in accordance with the Lease Agreement; or
(ii) Retained in the Parking Acquisition and Construction Account and used to finance the
construction of the Facility or for future improvements to the Leased Premises,
Section 13. Revenue Fund. From the date this Resolution takes effect all Pledged Revenues shall
be placed in the Revenue Fund, and, except as expressly provided in this Resolution, shall be used only
for the purpose of paying the principal of and interest on the Bonds as the same fall due. So long as the
Bonds are outstanding the Treasurer shall on or before the dates set forth below transfer to the Fiscal
Agent from the Revenue Fund the following amounts to the following funds:
(a) Bond Service Fund, On or before May 1, 1978, an amount equal to the principal and
interest coming due on May 15, 1978, and thereafter commencing on November 1, 1979 and on
May I and November I of each succeeding year, to the Bond Service Fund all amount which
together with any balance therein will be equal to the amount necessary to pay interest on the
outstanding Bonds on the next interest payment date, and to pay one half the principal amount
of Bonds maturing on the next succeeding May 15;
No payment need be made into the Bond Service Fund if the amount contained therein is at
least equal to the interest coming due on the next interest payment date and the maturity of principal
becoming due on the next succeeding May 15 upon all of the Bonds then outstanding. Moneys
in the Bond Service Fund shall be used and withdrawn by the Fiscal Agent solely for the purpose
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of paying the principal of and interest on the Bonds as it shall become due and payable or trans-
ferring such moneys to the Paying Agents for that purpose;
(b) Reserve Fund. Beginning April 15, 1978, the Treasurer shall transfer to the Fiscal Agent
s
for deposit in the Reserve Fund, such amounts as may be necessary to
establish and maintain on
deposit in the Reserve Fund an amount equal to the annual Base Rental payable under the Lease.
The moneys in the Reserve Fund shall be applied solely for the purpose of paying the interest on the
Bonds as it shall become due and payable, or for the purpose of paying the principal of the Bonds
at their maturities, to the extent that there are insufficient moneys available for such purposes in the
Bond Set-vice Fund or the Revenue Fund. An amount equal to the annual Base Rental payable
under the Lease shall be maintained at all times in the Reserve Fund by payments from the
Revenue Fund from time to time as may be necessary, and any deficiency therein shall be made up
from time to time from the<Revenue Fund, Any moneys in excess of the annual Base Rental pay-
able under the Lease in the Reserve Fund on and after June 15, 1978 shall on June 15 of each year
be transferred to the Revenue Fund. No payment need be made into the Reserve Fund if and when
the aggregate amount of the moneys on deposit therein equals the annual Base Rental payable under
the Lease. Moneys in the Reserve Fund may be used to pay the principal or> interest onthe
last maturity or maturities of Bonds outstanding;
(c) Maintenance and Operation Fund. Commencing after any rent payment under the Lease
is paid, provided that the required transfers to the Bond Service Fund and the Reserve Fund
have been made, the Treasurer shall deposit in the Maintenance and Operation Fund from the
Revenue Fund, to the extent available, the sums sufficient for the payment of:
(i) All taxes and assessments of any nature whatsoever, including, but not limited to,
excise taxes, ad valorem taxes, ad valorem and specific lien special assessments and gross
receipts taxes, if any, levied upon the Project or upon the Agency's interest therein or upon
the Agency's operation thereof or the Agency's rental income derived therefrom,
(ii) All expenses (not otherwise paid or provided for out of the proceeds of the sale of
Bonds of the Agency) incidental to the issuance of the Bonds and all administrative costs
of the Agency, including but without limiting the generality of the foregoing, salaries, wages,
expenses, compensation and indemnification of the Fiscal Agent under this Resolution, fees and
charges of auditors, accountants, architects, attorneys and engineers, and all other necessary
administrative charges of the Agency or charge-, required to be paid by it in order to comply
with the terms of the Bonds or of this Resolution and to defend the Agency and its members.
(iii) Insurance premiums, if any, on all insurance required or permitted under the pro-
visions of Section 8 of the Lease, or otherwise.
(iv) If at ,any time the Agency shall operate the Leased Premises by reason of default
of the City, all costs of maintenance and operation of the Leased Premises.
(d) Surplus Revenue Fund, Any moneys in the Revenue Fund on June 15, 1978 or on each
June 15 thereafter which are in excess of the amounts required to pay principal and interest on the
Bonds in any succeeding year based upon the amount of Base Rental provided therefor shall be
deposited in the Surplus Revenue Fund and may, at the direction of the Agency, in whole or
in part, be
(1) Applied to the purchase of outstanding Bonds, provided that the purchase price
shall not exceed the then current redemption price or, if the Bonds are not then subject to
redemption, the maximum redemption price; or
(2) Transferred to the Maintenance and Operation Fund; or
(3) Transferred to the Redemption Fund and applied to the call and redemption of
Bonds; or
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(4) Transferred to the Parking Acquisition and Construction Account and used for the
construction of the Facility or for changes, alterations or additions to the Leased Premises-, or
(5) Paid to the City as reimbursement for any rental previously paid.
Section 14. Issuance of Panty Bonds. In addition to the Bonds authorized to be issued under
this Resolution, the Agency may by resolution or resolutions provide for the issuance and sale of bonds,
payable from the Pledged Revenues on a parity with the Bonds, in such principal amount as shall be
determined by the Agency, but subject to the following specific conditions which are hereby made
conditions precedent to the issuance and sale of such Parity Bonds
(a) Such Parity Bonds shall have been authorized to finance the Parking Project or an
addition, extension or improvement to the Leased Premises, and the issuance and sale thereof shall
have been determined and declared by the Agency to be necessary for that purpose.
(b) 'Me Agency is not then in default under the terms of this Resolution,
(c) The proceeds of the sale of such Parity Bonds, when added to any other moneys of
the Agency then available and appropriated for the purpose, will be clearly sufficient (I) to
pay the costs of the Parking Project or the addition, extension or improvement of the Leased
Premises, (2) to pay costs and expenses incident to the issuance and sale of such Parity Bonds,
(3) to provide sufficient funds for the payment of interest during the period of acquisition and
construction and (4) to make the deposits in the Reserve Fund required by subsection (d) of
this section, The resolution authorizing the issuance of Parity Bonds shall provide that the proceeds
of the sale shall be used only for the foregoing purposes until such purposes are satisfied.
(d) The transfer to the Reserve Fund from the proceeds of such Parity Bonds of an amount
which, when added to the balance in said Reserve Fund, shall equal the Base Rental established
pursuant to subsection (e) of, this Section 14 which would be in effect following the issuance of such
Parity Bonds.
(e) The Agency and the City shall have entered into a supplement to the Lease Agreement
or a new Lease Agreement fixing the annual Base Rental to be paid by the City following the con-
struction for which the Parity Bonds are issued, and such rental, together with other rental
payable under the terms of the Lease Agreement, are in such amounts, and are payable for such
terms, as will provide to the Agency sufficient funds to pay, as the same become due, the principal
of and interest on all Bonds which will be outstanding following the issuance of such Parity Bonds.
(f) The Parity Bonds shall be payable as to principal on May 15 of each year in which
principal falls due, and payable as to interest on May 15 and November .15 of each year and
except in the event of loss of, substantial damage to or condemnation of the whole or any substantial
part of the Leased Premises, so as to render the same unusable Parity Bonds shall not be subject
to call or redemption prior to May 15, 198&
(g) Before such Parity Bonds shall be issued and delivered, the Agency shall file with the
Treasurer and the Fiscal Agent a certificate of the Chairman and the Secretary of the Agency
certifying that the requirements above set forth in this Section have been either met or provided
for, together with a copy of the supplement to the Lease Agreement or new Lease Agreement
required by-subsection (d) above,
Subject to the foregoing conditions, the Agency may by resolution or resolutions provide for the
issuance and sale of such Parity Bonds upon such terms and conditions and with such provisions
and covenants for the security of the Parity Bonds as the Agency may deem advisable, and for that
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purpose the Agency may, in such resolution or resolutions, incorporate by reference, and make applicable
to the Parity Bonds, provisions of this Resolution.
Nothing in this Resolution shall preclude the Agency from providing by subsequent resolution for
the issuance, sale or exchange of refunding bonds or any other evidences of indebtedness, whose last
maturity shall not be later than the maturity of the Bonds to be refunded, for the purpose of redeeming
or retiring prior to maturity aall or any Bonds.
Section 15. Deposit and investment of Moneys in Funds. All moneys field by the Treasurer in the
Parking Acquisition and Construction Account, the Revenue Fund, the Maintenance and Operation
Fund and the Surplus Revenue Fund and by the Fiscal Agent in the Bond Service Fund and in the
Reserve Fund, except such moneys which are at the time invested, shall be held in time or demand
deposits in any bank or trust company authorized to accept deposits of public funds (including the banking
department of the Fiscal Agent) and shall be secured at all times by bonds or other obligations which are
authorized by law as security for public deposits, of a market value at least equal to the amount required
by law:
Moneys in the Parking Acquisition, and Construction Account may be from time to time invested by
the Treasurer, and moneys in the Bond Service Fund and in the Reserve Fund may, and upon written
request of the Agency shall, be invested by the Fiscal Agent in Federal Securities subject to the following
restrictions:
(a) Moneys in the Parking Acquisition and Construction Account, the Revenue Fund and
the Maintenance and Operation Fund shall be invested only in obligations which will by their
terms mature at or prior to the date the Agency estimates the moneys represented by the particular
investment will be needed for withdrawal from such fund,
(b) Moneys in the Bond Service Fund shall be invested only in obligations which will, by their
terms mature on such dates>is to insure that on or before each interest and/or principal payment date
there will be in such fund, from matured obligations and other moneys already in such fund,
cash equal to the interest and principal payable on such date,
(c) Moneys in the Reserve Fund may be invested in obligations which mature at any time
prior to the last scheduled payment of principal of the Bonds.
Except as provided in subsection (b) of Section 12 hereof, obligations purchased as an investment
of moneys in any of said funds or accounts shall be deemed at all times to be a part of such fund or
account and the interest ;:accruing thereon and any gain realized from such investment shalt be credited
to such fund or account and any loss resulting from any such authorized investment shall be charged
to such fund or account without liability to the Agency or the members and officers thereof or to the
Fiscal Agent, The Treasurer or the Fiscal Agent, as the case may be, shall sell at the best price
obtainable or present for redemption any obligations so purchased whenever it shall be necessary to
do so in order to provide moneys to meet any payment or transfer from such fund or account as
required by this Resolution. For the purpose of determining at any given time the balance in any such
fund or account any such investment constituting a part of such fund or account shall be valued at the
then estimated or appraised market value of such investment.
Section 16. Call and Redemption of Bonds. In the event of loss of, substantial damage to or
condemnation of the whole or any substantial part of the Leased Premises, so as to render the same
unusable, as more fully set out in Covenants 5 and 6 of Section 20 hereof, all or any part of the Bonds
at that time outstanding, may, at the option of the Agency, be called and redeemed prior to maturity
at a redemption price equal to the principal amount thereof, accrued interest and a premium as set
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forth below and only in the manner and only from the funds as hereinafter provided in Covenants
5 and 6 of Section 20 hereof. If less than alt the Bonds are called pursuant to this paragraph, the
Fiscal Agent shall call outstanding Bonds, in such a manner that approximately equal annual debt
service will prevail. Bonds to be then called in each maturity will be selected by lot.
Except as set forth in the preceding paragraph, the Bonds maturing oil or prior to May 15, 1986,
are not subject to call or redemption prior to maturity. The Bonds maturing on and after May t5' 1987,
may be called prior to maturity, at the option of the Agency, as a whole, or in part in inverse order of
maturity and by lot within a single maturity, and redeemed from funds derived by the Agency from any
source, on May 15, 1986, or on any interest payment date thereafter. The redemption price shall be
equal to the principal amount thereof plus a premium equal to one-quarter of one percent (1/4%)
for each year or fraction of a year from the redemption date of the Bonds to the maturity date of the
Bonds, provided that such premium shall not exceed five percent (5rr)•
Upon surrender of any fully registered Bond redeented in part only, the Agency shall execute and
the Fiscal Agent shall deliver to the registered owner thereof, at the expense of the Agency, a new Bond
or Bonds of authorized denominations equal in aggregate principal amount to the unredeemed portion of
the Bond surrendered and of the same interest rate or rates and same maturity or maturities which new
Bond or Bonds may be, at the option of the registered owner, either a coupon Bond or Bonds with all
UnTuatUred coupons appertaining thereto or a fully registered Bond or Bonds without coupons, The
registered owner of any fully registered Bond may, in lieu of surrendering such Bond for a new Bond,
endorse on the reverse of such Bond a notation of such partial redemption, in such form as may be
satisfactory to the Agency and the Fiscal Agent and under such conditions as the Fiscal Agent may
approve. Such partial redemption shall be valid upon payment of the amount thereby required to be
paid to such registered owner, and the Agency and the Fiscal Agent shall be released and discharged
from all liability to the extent of such payment, irrespective of whether such endorsement shall or shall
not have been made upon the reverse of such fully registered Bond by such registered owner and
irrespective of any error or omission in such endorsement.
Section IT Notice of Redemption. Notice of redemption prior to maturity shall be given by
publication at least once prior to the redemption date in a newspaper of general circulation in the City
of Los Angeles, California, and in a financial newspaper or journal, printed in the English language
and customarily published on each business day, of general circulation in The City of New York, New
York, such publication to be not less than 30 days before such redemption date. If any Bond called
for redemption is fully registered, notice of redemption thereof shall also be mailed, not less than 30 days
prior to the redemption date, to each registered owner of such Bond, but neither failure to mail such notice
nor any defect in any notice so mailed shall affect the sufficiency of the proceedings for the redemption
of any of the Bonds. The notice of redemption shall (a) state the redemption date; (b) state the redemp-
tion price; (c) state the numbers and dates of maturity of the Bonds to be redeemed; provided, however,
that whenever any call includes all of the outstanding Bonds of any maturity, the numbers of the Bonds
need not be stated; (d) require that such Bonds be surrendered with all interest coupons maturing sub-
sequent to the redemption date at the office of the Fiscal Agent; (e) state, as to any fully registered
Bonds redeemed in part only, the registered bond numbers and the principal portion thereof to be
redeemed; and (f) state that interest on the Bonds designated for redemption shall cease to accrue
from and after such redemption date. If at the time of giving notice of redemption no Bonds are
outstanding except fully registered Bonds, publication of such notice shall be deemed to have been
waived if such notice shall have been mailed by registered or certified mail to each registered owner of
such Bonds at his address as it appears on the registration books or at such address as he may have
filed with the Fiscal Agent for that purpose.
The actual receipt by the bondholder of notice of such redemption shall not be a condition precedent
to redemption, and failure to receive such notice shall not affect the validity of the proceedings for the
redemption of such Bonds or the cessation of interest on the redemption date. Notice of redemption
of Bonds shall be given by the Fiscal Agent for and on behalf of the Agency at the expense of the Agency.
9 Redlands (Resolution)—F-4686
4/16/74
A certificate by the Fiscal Agent that notice of redemption has been given as herein provided shall
be conclusive as against all parties, and no bondholder whose Bond or registered Bond is called for
redemption may object thereto or object to the cessation of interest on the redemption date fixed by
any claini or showing that he failed to receive actual notice of call and redemption.
Section 18, Redemption Fund. Prior to the redemption date there must be set aside in the Redemp-
tion Fund, moneys available for the purpose and sufficient to redeem, at the premiums payable as in this
Resolution provided, the Bonds designated in such notice for redemption. Said moneys must be set
aside in said fund solely for that purpose and shall be applied on or after the redemption date to payment
(principal and premium) for the Bonds to be redeemed upon presentation and surrender of such Bonds
and (except as to Bonds registered as to both principal and interest) all interest coupons maturing after
the redemption date, and shall be used only for that purpose. Any interest coupon due on or prior to
the redemption date shall be paid from the Bond Service Fund as provided herein upon presentation and
surrender thereof.
Section 19. Effect of the Notice of Redemption. When notice of redemption has been given,
substantially as provided herein, and when the amount necessary for the redemption of the Bonds
called for redemption (principal and premium) is set aside for that purpose in the Redemption Fund,
as provided herein, the Bonds designated for redemption shall become due and payable on the date
fixed for redemption thereof and, upon presentation and surrender of the 'Bonds and (and except
as to fully registered Bonds) all interest coupons maturing after the redemption date, at the place
specified in the notice of redemption, such Bonds shall be redeemed and paid at said redemption price
out of the Redemption Fund, and no interest will accrue on such Bonds called for redemption or on any
interest coupons thereof after the redemption date specified in such notice, and the holders of the
Bonds so called for redemption after such redemption date shall look for the payment of the Bonds
and the premium thereon only to the Redemption Fund. All Bonds redeemed and all interest coupons
thereof shall be cancelled forthwith by the Fiscal Agent and shall not be reissued.
All interest coupons pertaining to any redeemed Bonds and which are payable on or prior to the
date fixed for redemption, shall continue to be payable to the respective holders thereof but without
interest thereon. All unpaid interest payable at or prior to the date fixed for redemption upon registered
Bonds shall continue to be payable to the respective registered owners of such Bonds, or their order,
but without interest thereon.
Section 20. Warranty and Covenants. The provisions, of this Section shall apply specifically to
the Bonds and shall also apply to any Parity Bonds to which such provisions, or any thereof, are by
later resolution, made applicable, The Agency shall preserve and protect the security of the Bonds
and the rights of bondholders and warrant and defend their rights against all claims and demands of all
persons. So long as any of the Bonds are outstanding and unpaid or so long as provision for the full
payment and discharge thereof at maturity or upon redemption thereof prior to maturity through the
setting apart in the Bond Service Fund, the Redemption Fund, or in a special fund to insure the payment
or redemption thereof (as the case may be) of moneys sufficient for that purpose has not been made, the
Agency makes the following covenants and agreements under the provisions of the Law which it deems
necessary, convenient, desirable and advisable for the better security of the Bonds and to make them more
marketable; and it shall be the duty of each and every officer, representative and employee of the Agency
to do and perform each and every act necessary or appropriate for such keeping and performance by
the Agency of every such covenant, agreement and obligation.
Covenant 1. Punctual Payment. The Agency shall pay punctually the principal of and interest
on every Bond issued hereunder, together with the premium thereon, if any be payable, on the date or
dates, at the place or places, and in the mariner mentioned in the Bonds and coupons and in accordance
with their terms, and the payments into the Bond Service Fund and the Reserve Fund will be made,
10 Redlands (Resolution)—F-4686
4/18/74
all in strict conformity with the terms of the Bonds and of this Resolution, and that it will faithfully
observe and perform all of the conditions, covenants, agreements and requirements and obligations
of this Resolution and all resolutions supplemental thereto and of the Bonds, and that time of such
payment and performance is of the essence of the Agency's contract with the bondholders.
Covenant 2. Discharge Claims. The Agency shall pay and discharge from funds available for
that purpose all lawful clairn% for labor, materials and supplies or other charges, which, if unpaid, may
become a lien or charge upon any of the revenues of the Agency charged with the payment of the Bonds
or upon any of its facilities or properties the revenues from which are pledged to the Bonds, and which
may impair the security of the Bonds.
Covenant 3. Acquire Site. The Agency shall apply the proceeds of the Bonds to the accomplishment
of the purposes for which the Bonds are issued and shall acquire and clear the Site in accordance with
the Lease Agreement with all practical dispatch and in an economical manner.
Covenant 4. Enforce and Abide by the Leave Agreement. The Agency shall comply with and
perform all its obligations under the Lease Agreement, and shall promptly take all steps necessary
to enforce the Lease Agreement and to require the City to perform all its obligations thereunder, including
the proper budgeting of all base rental and additional rental pursuant to Section 4 (e) thereof, The
Agency shall advise the Fiscal Agent in writing, prior to the beginning of each fiscal year and not
later than the date fixed for public hearing in the proposed City budget, that said budget includes
amounts sufficient to pay all such base rental and additional rental which will become due in the
then ensuing fiscal year, In the event of any default by the City under the Lease Agreement,
the Agency shall promptly pursue and enforce all appropriate remedies under the Lease Agr me t
g ce n ,
including but not limited to the re-letting or operation of the Leased Premises and the collection from the
City of all deficiencies as provided in the Lease Agreement, all to the end that the Pledged Revenues
from the Leased Premises deposited in the Revenue Fund will be at least equal to the full base
rental payable under the Lease Agreement and will be sufficient to pay, as the same fall due, the
principal of and interest on the outstanding Bonds and <my Parity Bonds. The Agency, except as
expressly permitted herein and in the Lease Agreement shall not agree to any amendment of or supple-
ment to the Lease Agreement which would impair or reduce the security of the holders of the Bonds.
Covenant 5. Covenant Against Encumbrances, etc.; Use of Condemnation or Sale Proceeds.
Except for the Lease Agreement, including any options or extensions of the term thereof granted to
the City to lease the Leased Premises or any part thereof following the expiration of the Lease
Agreement and, except to the extent permitted herein, the Agency shall not mortgage or otherwise
encumber,sell,lease or dispose of any part of the Leased Premises,or any portion of the Pledged Revenues,
or enter into any lease or agreement which might impair or impede the operation of the Facility, or any
part thereof, or might otherwise impair or impede the rights of the bondholders with respect to the
Pledged Revenues, In the event of any default by the City under the Lease Agreement, this covenant
shall not be construed to prevent the Agency, acting in accordance with the Law and the Lease
Agreement, from leasing or contracting for the operation or management of any or all of its facilities
or properties.
If the Agency and the City each determine that any portion of the Leased Premises is no longer
needed or useful for parking purposes and purposes incidental thereto and that other facilities can
be acquired or constructed which will be better suited to such purposes, the Agency may sell or
otherwise dispose of such portion of the Leased Premises if the proceeds from such sale or other
disposition (together with any other available funds of the Agency) are sufficient. to acquire or construct
such other facilities, and if the City agrees to an amendment of the Lease Agreement by which the new
facilities are substituted for the portion of the Leased Premises so sold or otherwise disposed of for the
same remaining term and at a rental not less than the rental provided in the Lease Agreement for the
portion so sold or otherwise disposed of. Any balance of proceeds not needed for such acquisition
11 Redlands (Resolution)—1t+-4686
4/18/74
or improvement shall be placed in the Revenue Fund and may be credited against base rentals tinder the
Lease Agreement.
If any portion of the l-eased Premises shall be taken by, or sold tinder threat of, eminent domain or
other proceedings authorized by law, the net proceeds realized therefrom (together with any other money
which shall be or may be made available for such purpose) shall be used in accordance with the provisions
of Sect-ion 12 of the Lease Agreement.
Covenant 6. Invurance, Agency shall at all times maintain or cause to be maintained with
responsible insurers all such insurance on the properties (valued as defined below) which is customarily
maintained with respect to properties of like character against accident to, loss of or damage to such
properties. Notwithstanding the generality of the foregoing, the Agency shall not be required to maintain
or cause to be maintained any insurance which is not available from reputable insurers on the open
market or more insurance than is specifically referred to below.
The Agency shall during any period of acquisition and construction and thereafter during the term
of the Bonds:
(a) Keep or cause to he kept (or if the City elects, the City shall keep) as policy or policies of
insurance against loss or damage to the property covered by this Resolution resulting from fire., light-
ning, vandalism, malicious mischief, riot and civil commotion, and such perils ordinarly de-fined as
1°cxtendcd coverage" and other perils ,is the Agency and the City may agree should be insured
against on forms satisfactory to each. Such insurance shall be maintained in an amount not less
than the fall insurable value of the properties (such value to include amounts spent for construc-
tion of the Facility, and architectural, engineering legal and administrative fees, inspection and
supervision) or the amount of the Agency's outstanding Bonds together with any prerniums payable
upon redemption, whichever amount is less. The term "full insurable value" as used in this Section
shall mean the actual replacement cost, using the items of value set forth above (including the
cost of restoring the surface grounds owned or leased by the Agency but excluding the cost of
restoring trees, plants and shrubs), less physical depreciation. Said "full insurable value" shall be
determined from time to time but not less frequently than once in every 36 months-,
(b) Maintain or cause to be maintained insurance against loss or damage from war risks,
in an amount equal to the full value new of such properties;
(c) As appropriate keep or cause to be kept the Parking Project insured against loss or
damage resulting from leakage of, sprinkler systems now or hereafter installed therein, in amounts
to be determined by the Agency and approved by the Fiscal Agent (upon advice of a reputable
insurance advisor selected by the Agency);
(d) As appropriate keep or cause to be kept the Parking Project insured against loss or
damage resulting from the explosion of steam boilers, pressure vessels and similar apparatus now
or hereafter installed therein, in amounts to be determined by the Agency and approved by the
Fiscal Agent (upon advice of a reputable insurance advisor selected by the Agency),,
(e) Keep or cause to be kept the Parking Project insured by earthquake insurance (if, such
insurance is obtainable on the open market from reputable insurance companies) against loss or
daniage by earthquake in an amount not less than the full insurable value of such properties or the
amount of the Agency's outstanding Bonds, whichever amount is less, with deductible conditions
of not to exceed 10% of the full insurable value for any one loss;
M Maintain or cause to be maintained use and occupancy or business interruption or rental
income insurance against the perils of fire, lightning, vandalism and malicious mischief and such
other perils ordinarily defined as "extended coverage"; war risks; leakage of sprinkler systems now
or hereafter installed in the Parking Project, explosion of steam boilers, pressure vessels, and
similar apparatus now or hereafter installed in the Parking Project', and earthquake in an amount
equal to not less than 12 months' rental under the Lease, Agreement;
12 Redlands (Resolution)—F-4686
4/16/74
(g) Maintain =or cause to be maintained public liability insurance against claims for bodily
injury or death, or damage to property occurring upon, in or about the property, such insurance
to afford protection to a limit of not less than $250,000 with respect to bodily injury or death to
any one person, not less than $1,000,000 with respect to bodily injury or death to any number of
persons in any one accident, and property damage liability insurance in an amount not less than
$50,000; and
(h) The Agency shall maintain or cause to be maintained for the benefit of the Agency
workmen's compensation insurance issued by a responsible carrier authorized under the laws of
the State of California to insure employers against liability for compensation under the Workmen's
Compensation Insurance and Safety Act now in force in California, or any act hereafter enacted
as an amendment or supplement thereto or in lieu thereof, such workmen's compensation insurance
to cover all persons employed in connection with the Parking Project and to cover full liability for
compensation under any such act aforesaid based upon death or bodily injury claims made by,
for or on behalf of any person incurring or suffering injury or death during or in connection with
the Parking Project or the business of the Agency,
All insurance herein provided for shall be effected under policies issued by insurers of recognized
responsibility, licensed or permitted to do business in the State of California.
All policies or certificates issued by the respective insurers for insurance shall provide that such
policies or certificates shall not be cancelled or materially changed without at least 10 days prior
written notice to the Treasurer and the Fiscal Agent. Copies of such policies shall be deposited with the
Treasurer and the Fiscal Agent together with appropriate evidence of payment of the premiums therefor-,
and, at least 10 days prior to expiration dates of expiring policies or contracts held by the Treasurer
and the Fiscal Agent, copies of renewal or new policies or contracts or certificates shall be deposited with
the Treasurer and the Fiscal Agent.
All proceeds of insurance with respect to loss or damage to the property shall be paid to the Agency.
Upon payment thereof to the Agency (1) if the Facility is to be repaired or rebuilt, the Treasurer
shall deposit the same in the Parking Acquisition and Construction Account for application as provided
with respect to moneys in such fund, or (2) if the Facility is not to be repaired or rebuilt, the Treasurer
shall transfer such proceeds to the Fiscal Agent for deposit in the Redemption Fund for application as
provided for nioneys, in such fund.
Covenant 7. Records and Accounts. The Agency shall;
(a) Keep proper and complete books of records and accounts covering all its facilities and
properties, any revenues of which are pledged to the payment of the Bonds, and covering all
revenues and funds controlled by this Resolution, separate from all other records and accounts,
in which complete, correct and current entries shall be niade of all transactions relating to such
facilities, properties, revenues and funds and of all receipts, payments, transfers and other
transactions relating thereto. Said records and accounts shall at all times be subject to the inspection
of the holders of the outstanding Bonds or their representative or representatives authorized in
writing; and
N Cause such records and accounts to be audited within 120 days after the close of each
Fiscal Year by an independent certified public accountant or firm of certified public accountant,-,.
A copy of the report of such accountant or firm shall be available for inspection by any bond-
holder at the office of the Fiscal Agent, and the Agency shall furnish as copy of said report, or a
,summary thereof, upon request to any bondholder and to any person, firm or corporation who
originally purchased the Bonds from the Agcncya
Covenant 8. Limits on Additional Debt. (a) No additional indebtedness shall be issued pursuant
to the Law or any other law of the State of California having any priority in payment of principal
or interest out of the Pledged Revenues over the Bonds or over any Parity Bonds to which this covenant
may be made applicable.
13 Redlands (Resolution)--�F-4686
4/16/74
(b) No Parity Bonds shall be issued, except pursuant to Section 14 and subject to the limitations
thereof,
(c) No bonds, notes or any other evidences of indebtedness payable out of the Pledged Revenues
shall be issued to refund less than all of the Bonds unless (i) the Agency shall have entered into a revised
Lease with the City in and by which the City obligates itself to make payments of Base Rental to the
Agency for the use of the Project at the times and in the amounts sufficient to provide for the payment
of the principal of and interest on Bonds and refunding bonds outstanding after such refunding as such
principal and interest become due; and (ii) the Agency shall make provision for a Reserve Fund upon
the issuance of refunding bonds so that said Reserve Fund contains at all times an amount equal to
the Base Rental payable under the Lease.
Nothing in this covenant or in this Resolution shall be construed to prohibit the Agency from issuing
any bonds or incurring any other indebtedness, upon such terms as the Agency may determine, which
are payable from any revenues or funds of the Agency other than the Pledged Revenues.
Covenant 9. Maintain and Preserve the'-Project. The Agency shall, or shall cause City as lessee
under the Lease or Agency's agents or lessees in the case of default by the City, to operate, maintain and
preserve the Project in good repair and working order, to make all repairs, renewals and replacernents,
necessary to the operations of the Project, and to operate the Project in an efficient and economical
manner.
Covenant 10. Citta- Budgets. In the event of a failure by the City to perform it,, covenants relating
to budgeting under Section 4 of the Lease, the Agency shall promptly take such action as may be
necessary to cause such annual budget or appropriation resolution to be amended, corrected or augmented
so as to include therein amounts required to be raised by the City in the ensuing fiscal year for the payment
of rentals due-under the Lease and shall notify the Fiscal Agent of the proceedings then taken or proposed
to be taken by the Agency. The Agency shall keep the Fiscal Agent advised of all proceedings thereafter
taken by the Agency.
Covenant 11. Arbitrage. The Agency covenants that it will not make any use of the proceeds of
the Bonds which, if such use had been reasonably expected on the date of issue, would have caused the
Bonds to be arbitrage bonds. The Agency will comply with the requirements of Section 103(d) of, the
Internal Revenue Code of 1954 and the regulations adopted by the Department of the Treasury pursuant
thereto.
,Section 21. Fiscal Agent and Paying Agents. The Agency hereby appoints Bank of America
National Trust and Savings Association, Los Angeles, California, as Fiscal Agent to act as the agent
and depositary of the Agency for the purpose of receiving funds as provided in this Resolution, to hold,
allocate, use and apply such funds as provided in this Resolution, and to perform such other duties
and powers of the Fiscal Agent as are prescribed in this Resolution.
The Agency may remove the Fiscal Agent initially appointed or any successor thereto and in such
case shall forthwith appoint a successor thereto but any successor shall be a bank or trust company
doing business and having an office in the City of Los Angeles, having as combined capital and surplus
of at least 50,000,000. The Fiscal Agent herein appointed or any substituted Fiscal Agent may at
any time resign as such by writing filed with the Agency in which event the Agency shall forthwith
appoint a substitute Fiscal Agent and the resignation shall become effective upon such appointment.
In the event that the Fiscal Agent or any successor becomes incapable of acting as such the Agency
shall forthwith appoint a substitute Fiscal Agent. Any bank or trust company into which the Fiscal
Agent may be merged or with which it may be consolidated shall become the Fiscal Agent without
action of the Agency. A Fiscal Agent may become the owner of any of the Bonds authorized by this
Resolution or any of the coupons appurtenant thereto with the same rights it would have had if it
were not the Fiscal Agent.
14 Redlands (Resolution)—F-4686
4/16/74
The Fiscal Agent shall have no duty or obligation whatsoever to enforce the collection of or to
exercise diligence in the enforcement of the collection of funds assigned to it hereunder, or as to the
correctness of any amounts, received, but its liability shall be limited to the proper accounting for
such funds as it shall actually receive.
The recitals of fact and all promises, covenants and agreements herein and in the Bonds shall be
taken as statements, promises, covenants and agreements of the Agency, and the Fiscal Agent assumes
no responsibility for the correctness of the same, and makes no representations as to the validity or
sufficiency of this Resolution or of the Bonds or coupons, and shall incur no responsibility in respect
thereof, other than in connection with the duties or obligations herein or in the Bonds assigned to or
iniposed upon the Fiscal Agent, The Fiscal Agent shall not be liable in connection with the performance
of its duties hereunder, except for its own negligence or default.
The Agency shall, during the life of the Bonds, provide for Paying Agents, at least one in Chicago,
Illinois, and at least one in New York, New York, at the office of which the Bonds and coupons are
payable at the option of the holder.
Section 22. Lost, Destroyed or Mutilated Bonds. In the event that any bond or any interest
coupon pertaining thereto is lost, stolen, destroyed or mutilated, the Agency will cause to be issued
a new bond or coupon similar to the original to replace the same in such manner and upon such
reasonable terms and conditions, including the payment of costs and the posting of a surety bond if
the Agency deems such surety bond necessary, as may from time to time be determined and prescribed
by resolution. The Agency may authorize such new bond or coupon or coupons to be signed and
authenticated in such manner as it determines in said resolution.
Section 23. Cancellation of Bonds. All Bonds and coupons surrendered to the Fiscal Agent or
any Paying Agent for payment shall upon payment therefor be cancelled immediately and forthwith
transmitted to the Treasurer. All of the cancelled Bonds and interest coupons shall remain in the
custody of the Treasurer until destroyed pursuant to due authorization.
Section 24. Amendments with Consent of Bondholders. This Resolution, and the rights and
obligations of the Agency and of the holders of the Bonds and coupons issued hereunder, may be
modified or amended at any time by supplemental resolution adopted by the Agency with the consent
of bondholders holding sixty per cent (60%) in aggregate principal amount of the outstanding Bonds,
exclusive of Bonds, if any, owned by the Agency or the City, and obtained as hereinafter set forth;
provided, however, that no such modification or amendment shall, without the express consent of the
holder or registered owner of the bond affected, reduce the=principal amount of any bond, reduce the
interest rate payable thereon, extend its maturity or the times for paying interest thereon or change
the monetary medium in which principal and interest is payable, nor shall any such modification or
amendment reduce the percentage of consent required for amendment or modification.
Any act done pursuant to a modification or amendment so consented to shall be binding upon
the holders of all of the Bonds and interest coupons, whether such coupons be attached to Bonds or
detached therefrom, and shall not be deemed an infringement of any of the provisions of this Resolution
or of the Law, whatever the character of such act may be, and may be done and performed as fully
and freely as if expressly permitted by the terms of this Resolution, and after such consent relating to
such specified matters has been given, no bondholder or holder of any interest coupon, whether attached
to a bond or detached therefrom, shall have, any right or interest to object to such action or in any
manner to question the propriety thereof or to enjoin or restrain the Agency or any officer thereof
from taking any action pursuant thereto.
Section 25. Calling Bondholders' Meeting. If the Agency shall desire to obtain any such consent
it shall duty adopt as resolution calling a meeting of bondholders for the purpose of considering the action,
the consent to which is desired.
15 Redlands (Resolution)—F-4686
4/16/74
Section 26. Notice of Meeting. Notice specifying the purpose, place, date and hour of such
meeting shallbe published once in a financial newspaper or journal of national circulation published
in The City of New York, New York, such publication to be not less than 60 days and not more
than 90 days prior to the date fixed for the meeting. Such notice shall set forth the nature of the
proposed action, consent to which is desired. If any of the Bonds shall be registered, the Agency shall on
or before the publication of such notice, cause to be mailed a similar notice, postage prepaid, to the
respective registered owners thereof at their addresses appearing on the bond registry books in the hands
of the:Fiscal Agent. The place, date and hour of holding such meeting and the date or dates of publishing
and mailing such notice shall be determined by the Agency in its discretion.
The actual receipt by any bondholder of notice of any such meeting shall not be a condition
precedent to the holding of such meeting, and failure to receive such notice shall not affect the validity
of the proceedings thereat. A certificate by the Secretary of the Agency approved by resolution of the
Agency,that the meeting has been called and that notice thereof has been given as herein provided shall
be conclusive as against all parties and it shall not be open to any bondholder to show that he failed
to receive actual notice of such meeting.
Section 27, Voting Qualifications. Bondholders may, prior to any such meeting, deliver their
Bonds to the Fiscal Agent and shall thereupon be entitled to receive an appropriate receipt for the
Bonds so deposited, calling for the redelivery of such Bonds at any time after the meeting, The
Fiscal Agent shall prepare and deliver to the chairman of the meeting a list of the names and addresses
of the registered owners of Bonds, with a statement of the maturities and serial 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 or unless they shall present their Bonds at the meeting
or a certificate of deposit thereof, satisfactory to the Agency, executed by a bank, trust company or other
depositary. 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, unless they shall produce the Bonds upon
which they desire to vote, or a certificate of deposit thereof as above provided.
Section 28. Issuer-Owned Bonds. 'The Agency covenants that it will present at the meeting a
certificate, signed and verified by one member thereof and by the Treasurer, stating the 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 meeting to vote or consent with respect to any bond
appearing upon such certificate, or any bond which it shall be established at or prior to the meeting is
owned by the Agency or the City, directly or indirectly, and no such bond (in this Resolution referred to
as "issuer-owned bond") shall be counted in determining whether a quorum is present at the meeting,
Section 29. Quorum and Procedure. A representation of at least sixty per cent (60%) in
aggregate principal amount of the Bonds then outstanding (exclusive of issuer-owned Bonds, if any)
shall be necessary to constitute a quorum at any meeting of bondholders, but less than a quorum may
adjourn the meeting from time to time, and the meeting may be held as so adjourned without further
notice, whether such adjournment shall have been had by a quorum or by less than a quorum. The
Agency shall, by an instrument in writing, appoint a temporary chairman of the meeting, and the
meeting shall be organized by the election of a permanent chairman and secretary, At any meeting
each bondholder shall be entitled to one vote for every $5,000 principal amount of Bonds with respect
to which be shall be entitled to vote as aforesaid, and such vote may be given in person or by proxy
duly appointed by an instrument in writing presented at the meeting. The Agency, by its duly authorized
representative, may attend any meeting of the bondholders, but shall not be required to do so.
Section 30. Vote Required. At any such meeting held as aforesaid there shall be Submitted
for the consideration and action of the bondholders a statement of the proposed action, consent to which
is desired, and if such action shall be consented to and approved by bondholders holding at least sixty
t6 Redlands (Resolution)-F-4686
4/16/74
per cent (60%) in aggregate amount of the Bonds then outstanding (exclusive of issuer-owned Bonds)
the chairman and secretary of the meeting shall so certify in writing to the Agency, and such certificate
shall constitute complete evidence of consent of bondholders under the provisions of this Resolution.
A certificate signed and verified by the chairman and the secretary of any such meeting shall be conclusive
evidence and the only competent evidence of matters stated in such certificate relating to proceedings
taken at such meeting.
Section 31. Bond and Coupon Forms. Said Bonds shall be issued as payable to bearer, shall be
issued in negotiable form and shall be negotiable, and the form of said Bonds and the interest coupons,
attached th,�reto shall be substantially as follows:
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
COUNTY OF SAN BERNARDINO
CITY OF REDLANDS
REDEVELOPMENT AGENCY
OF THE CITY OF REDLANDS
PARKING LEASE REVENUE BOND,
SERIFS A
NO. A.-.... $5,000
The REDEVELOPMENT AGENCY OF THE CITY OF REDLANDS (hereinafter sometimes called the
Agency), a public body corporate and politic, duty organized and existing under the laws of the
State of California, for value received, hereby promises to pay (but solely from the funds hereinafter
mentioned) to the bearer on May 15, _---- (subject to the right of prior redemption hereinafter
mentioned), upon presentation and surrender of this bond, the sum of FIVE THOUSAND
DOLLARS ($5,000), with interest thereon (payable solely from said funds) from the date
hereof at the rate of % per annurn, interest payable semiannually on the fifteenth day of May
and the fifteenth day of November of each and every year until this bond is paid, upon presentation
and surrender of the respective interest coupons hereto attached; provided, however, that if at the
maturity date of this bond funds are available for payment thereof, as provided in the resolution
hereinafter mentioned, this bond shall then cease to bear interest. Both principal and interest
are payable in lawful money of the United States of America at the Corporate Agency Division of
Bank of America National Trust and Savings Association, Fiscal Agent for the Agency, in Los
Angeles, California, or, at the option of the holder hereof, at the office of any Paying Agent of the
Agency in New York, New York, or Chicago, Illinois.
This bond and the interest thereon are not a debt of the City of Redlands, 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 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 constitutional or statutory debt limitation
or restriction. Neither the members of the Agency nor any person% executing this bond are liable
personally on this bond by reason of its issuance.
This bond is one of as duty authorized issue of bonds of the Agency designated "Parking
Lease Revenue Bonds, Series A" (hereinafter called "the bonds") limited in aggregate principal
amount to $2,440,000, all of like tenor (except for bond numbers and maturity dates and
differences, if any, in interest rate) and all of which have been issued pursuant to and in full con-
formity with the Constitution and laws of the State of California and particularly the Community
Redevelopment Law (Part .1 of Division 24 of the Health and Safety Code of the State of California)
for the purpose of financing a portion of the cost of the Redlands Redevelopment Project,
and are authorized by and issued pursuant to Resolution No. ...--- (hereinafter called "the
17 Redlands (Resolution)—F-4686
4/16/74
resolution") adopted by the Agency on April 16, 1974, and all of the bond-, are equally
secured in accordance with the ternis of the resolution, reference to which is hereby made for a
specific description of the wcurity therein provided for said bonds, for the nature, extent and
manner of enforcement of such security, for the covenants and agreements made for the benefit
of the bondholders, and for a statement of the rights of the bondholders, and by the acceptance
of this bond the holder thereof and of the coupons attached hereto assents to all of the terms,
conditions and provisions of said resolution. In the manner provided in the resolution, said
resolution and the rights and obligations of the Agency and of the holders of said bonds and coupons,
may (with certain exceptions as stated in the resolution) be modified or amended with the consent
of the holders of 60% in aggregate principal amount of outstanding bonds, exclusive of issuer-
owned bonds.
The principal of this bond and the interest thereon are secured by an irrevocable and first
pledge of, and are payable solely from, the Pledged Revenues (as such term is defined in said
resolution) and other funds, all as more particularly set forth in the resolution.
The bonds of the issue of which this bond is one are redeemable prior to maturity in the event
of loss of or damage to or condemnation of the Leased Premises, at the option of the Agency,
in whole or in part; as more fully set out in the resolution, for the principal amount thereof
together with accrued interest and as premium as set forth below and only in the manner and only
from the funds as provided in said resolution.
Except as set forth in the preceding paragraph, bonds maturing on or prior to May 15,
1986, are not subject to call or redemption prior to maturity. Bonds maturing on or after May
15, 1987, may be called prior to maturity, at the option of the Agency, as a whole, or in part in
inverse order of maturity and by lot within a single maturity, and redeemed from funds derived by
the Agency from any source, on May 15, 1986, or on any interest payment date thereafter. The
redemption price shalt be equal to the principal, amount thereof plus as premium equal to one
quarter of one percent (1/4%) for each year or fraction of as year from the redemption date of
the Bonds to the maturity date of the Bonds.
Notice of call and redemption prior to maturity shall be given as provided in the resolution.
This Bond and the coupons hereto attached are negotiable instruments and shall be negotiable
by delivery. This Bond (issued in the form of a bearer Bond and herein sometimes referred to as
"bearer Bond"), is not registrable by endorsement. Fully registered Bonds may be exchanged
for a like aggregate principal amount of bearer Bonds of the same series, interest rate or rates and
maturity or maturities bearing all unmatured coupons or for a like aggregate principal amount of
fully registered Bonds of other authorized denominations of the same series, interest rate or rates
and maturity or maturities and bearer Bonds bearing all unmatured coupons may be exchanged
for a like aggregate principal amount of fully registered Bonds of authorized denomination of the
same series, interest rate or rates and maturity or maturities; provided, however, no such exchange
shall be made between the fifteenth day preceding any interest payment date and such interest
payment date. Such exchange shall be free of any costs or charges to the person, firm or corpo-
ration requesting such exchange, except for any tax or governmental charge that may be imposed in
connection with such exchange.
It is hereby recited, certified and declared that any and all acts, conditions and things required
to exist, to happen and to be performed precedent to and in the issuance of this bond exist, have
happened and have been performed in due time, form and manner as required by the Constitution
and statutes of the State of California.
18 Redlands (Resolution)—F-4686
4/16/74
IWITNESS WIWRFO the Redevelopment Agency of the City of Redlands has caused this
N
bond to be signed on its behalf by its Chairman by his facsimile signature and by its Secretary and
the seal of said Agency to be impressed, imprinted or reproduced hereon, and the interest coupons
hereto attached to be signed by said Secretary by his facsimile signature and this bond to be dated
the fifteenth day of May, 1974.
Chairman of the Redevelopment lkg—ency-
of the City of Redlands
(SPAL)
Secretary of the Redevelopment Agency
of the City of Redlands
[COUPON FORM)
On the fifteenth day of ......--_ 19--
the REDEVELOPMENT AGENCY OF THE CITY OF REDLANDS will pay
tobearer,at the...—-------------------------- ....... ...... ..................—..............-.--.._a_:
1.11.1-1-11--, Fiscal Agent for the Agency, in Los Angeles, California, or at the Coupon No.
option of the holder hereof, at the office of any Paying Agent of the
Agency in New York, New York, or Chicago, Illinois, solely out of the
funds mentioned in the bond to which this coupon is attached, the sum of $
in lawful money of the United States of America, being the semiannual interest
then due on its PARKING LEASE REVENUE BOND, SERIES A,
dated May 15, 1974 No. A---
Secretary of the Redevelopment Agency
of the City of Redlands
(FORM FOR REVERSE OF INTEREST COUPON)
If the bond to which this coupon is attached is redeemable and is duty called for redemption on a
date prior to the maturity date of this coupon, this coupon will be void,
(FORM Of FULLY REGtsTEREn BoNnj
Fully Registered Bond
No. R- —... ... ......
Bearer Bond Nos.....- . ........
19 Redlands (Resolution)—F-4686
4/16/74
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
COUNTY OF SAN BERNARDINC
CITY OF REDLANDS
REDEVELOPMENT AGENCY
OF THE CITY OF REDLANDS
PARKING LEASE REVENUE BOND
SERIES A
THE REDEVELOPMENT AGENCY OF THE CITY OF REDLANDS (hereinafter sometimes called
the Agency), a public beady corporate and politic, duly organized- and existing under the laws.
of the-State of California, for value received, hereby promises to pay (but solely from the funds
hereinaftermentioned) to-.---------- ...:. .d ............... .... . ...................n. ...--- ---_._.m....-------- --- -....
or registered assigns on May 15, .. (,subject to the right of prior redemption hereinafter'
mentioned), the principal SUM of ..... . .......... . ..............--- Dollars- ($---------.--.------- a_), together
with interest thereon from the interest payment date next preceding the date hereof (unless the
date hereof is prior to November 15, 1974, in which event from May 15; 1974, or unless this
Bond is dated May IS or November 15, in which event from the date hereof) at the rate of ...n..-.%
per annum, interest payable semiannually on the fifteenth day of May and the fifteenth day of
November of each and every year until this bond is paid, provided, however, that if at the maturity
date of this brand or, if the same is duly gilled 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. Both principal and interest are payable in
lawful money of the United States of America at the Corporate Agency Division of Bank of
America National Trust and Savings Association, Fiscal Agent for the Agency, in Los Angeles,-
California, or, at the option of the holder hereof, at the office of any Paying Agent of the Agency
in New York, New York, or Chicago, Illinois.
This bond, the interest thereon, or ;any premium payable upon the redemption thereof, are
not a debt of the City of Redlands, 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 bored 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 constitutional or statutory debt limitation or restriction, Neither the
aaaenabers of the Agency nor any persons executing this bored are liable personally on this bond
by reason of its issuance,
This band is one of a,duly authorized issue of bonds of the Agency designated "Parking Lease
Revenue Fonds, Series A" (hereinafter called "'the bonds") limited in aggregate principal amount
to $2,440,000, all of like tenor (except for bond numbers and maturity dates and differences;
if any, in 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 particularly the Community Redevelopment
Law (Part 1: of Division 24 of the Health and Safety Code of the State of California) for the
purpose of financing a portion of the cost of the Redlands Redevelopment Project and are authorized
by and issued pursuant to Resolution No. .. ...: (hereinafter called "the resolution") adopted by
the Agency on April 16; 1974, and all of the brands are equally secured in accordance with the
terms of the resolution, reference to which is hereby made for a specific description of the security
therein provided for said bonds, for the nature,extent and manner of enforcement of such security,
for the covenants and agreements made for the benefit of the bondholders, and for a statement of
the rights of the bondholders, and by the acceptance of this bond the holder thereof and of the
coupons attached hereto assents to all of the terms, conditions and provisions of said resolution.
20 Redlands (Resotution)—F-46E16
4/16/74
In the manner provided in the resolution, said resolution and the rights and obligations of the
Agency and of the holders of said bonds and coupons, may (with certain exceptions as stated in,
said resolution) be modified or amended with the consent of the holders of 60% in aggregate
principal amount of outstanding bonds, exclusive of, issuer-owned bonds.
The principal of this bond, the interest thereon, and any premium payable upon redemption
thereof are secured by an irrevocable and first pledge of, and are payable solely from, the Pledged
Revenues (as, such term is defined in said resolution) and other funds, all as more particularly
set forth in the resolution.
The bonds of the issue of which this bond is one are redeemable prior to maturity in the event
of loss of or damage to or condemnation of the Leased Premises at the option of the Agency, in
whole or in part, as more fully set out in the resolution, for the principal amount thereof together
with accrued interest and a premium as set forth below and only in the manner and only from the
funds as provided in said resolution.
Except as set forth in the preceding paragraph, bonds maturing on or prior to May 15,
1986, are not subject to call or redemption prior to maturity. Bonds maturing on or after May 15,
1987; may be called prior to maturity, at the option of the Agency, as a whole, or in part in
inverse order of maturity and by lot within a single maturity, and redeemed from funds derived by
the Agency from any source, on May 15, 1986, or on any interest payment date thereafter.
The redemption price shall be equal to the principal amount thereof plus a premium equal
to one quarter of one percent (1/4%) for each year or fraction of a year from the redemption date of
the Bonds to the maturity date of the Bonds.
Notice of call and redemption prior to maturity shall be given as provided in the resolution.
This bond is issued in fully registered form (herein sometimes referred to as "fully registered
bond") and is non-negotiable. This bond may be exchanged for a like aggregate principal amount
of bearer bonds of the same series, interest rate and maturity bearing all unmatured coupons or for
a like aggregate principal amount of fully registered bonds of other authorized denominations of
the same series, interest rate and maturity and bearer bonds bearing all unmatured coupons may
be exchanged for a like aggregate principal amount of fully registered bonds of authorized
denominations of the same series, interest rate and maturity.
This bond is transferable by the registered owner hereof, in person or by his attorney duly
authorized in writing, at the main office of the Fiscal Agent in the City of Los Angeles, California,
but only in the manner, subject to the limitations and upon payment of the charges provided in the
resolution, and upon surrender and cancellation of this bond. Upon such transfer a new registered
bond of authorized denomination or denominations for the same aggregate principal amount of
the same series, interest rate, and maturity will be issued to the transferee in exchange herefor.
The Agency and the Fiscal Agent may treat the registered owner hereof as the absolute owner
hereof for all purposes, and the Agency and the Fiscal Agent shall not be affected by any notice to
the contrary.
It is hereby recited, certified and declared that any and all acts, conditions and things required
to exist, to happen and to be performed precedent to and in the issuance of this bond exist, have
happened and have been performed in due time, form and manner as required by the Constitution
and statutes of the State of California.
This be shall not be entitled to any benefit under the resolution, or become valid or
obligatory for any purpose, until the Certificate of authentication hereon endorsed shall have been
signed by the Fiscal Agent.
21 Redlands (Resolution)-1F-4686
4/16/74
IN WITNESS WHEREOF, the Redevelopment Agency of the City of Redlands has caused this bond
to be signed on its behalf by its Chairman by his facsimile signature and by its Secretary and the sea]
of said Agency to be impressed, imprinted or reproduced hereon, and the interest< coupons hereto
attached to be signed by said Secretary by his facsimile signature and this bond to be dated the
day of. ......... ...... 19...
Chairrrlan of th- e'Redevelopment" ------Aien_cy,
of the City of Redlands
(SPAL)
�,ceiary of the Redevelopment Agency
of the City of Redlands
fFO,RM_OF CERTIFICATE OF AUTHENTICATION ON FULLY REGISTPRED BONDS)
This is one of the bonds described in the within-mentioned resolution,
Bank of America National Trust and Savings
Association, Fiscal Agent
By
[FORM OF ENDORSEMENT ON REGISTERED BONDS]
This registered bond, issued in fully registered form without coupons, is issued in lieu of or
in, exchange for bearer bond(s) of this issue of the denomination of $5,000 and bearing the
bond numbers shown on the face hereof, each not contemporaneously outstanding, aggregating
the face value hereof; and bearer bonds of this same issue and of the denomination of $5,000
and bearing the numbers above referred to, have been reserved and will be issued in exchange
for this bond in the manner, with the effect and under the terms and conditions stated on the
face of the bond and in the resolution referred to therein.
[FORM OF ASSIGNMENT]
For value received ........ ------___._...._........r_._.. .. ........ hereby sells, assigns
and transfers unto ........ -.......... ......... ......__-----------_.__.......__--------
the within-mentioned bond and hereby irrevocably constitutes and appoints
........._111........__--- ------ attorney,
to transfer the same on the books of the Fiscal Agent with full power of substitution in the premises.
Dated: ....... ------------------ ..........
No-m The signature to this Assignment must correspond with the name as written on the face
of the within bond in every particular, without alteration or enlargement or any change
whatsoever.
22 Redlands (Resolution)—F-4686
4/16/74
Section 32. 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 rate thereon, and
of any other resolution supplementing 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 benefit and protection of all
bondholders similarly situated by mandamus, accounting, mandatory injunction or any other suit, action
or proceeding at law or in equity that is now or may hereafter be authorized under the laws of the
State of California in any court of competent jurisdiction. Said contract is made under and is to be
construed in accordance with the laws of the State of California.
No remedy conferred hereby upon any bondholder is intended to be exclusive of any other
remedy, but each such remedy is cumulative and in addition to every other remedy and may be exercised
without exhausting and without regard to any other remedy conferred by the Redevelopment Law
or any other, law of the State of California. No waiver of any default or breach of duty or contract
by any bondholder shall affect any subsequent default or breach of duty or contract or shall impair
any rights or remedies on said subsequent default or breach. No delay or ornission of any bondholder
to exercise any right or power accruing upon any default shall impair any such right or power or
shall be construed as a waiver of any such default or acquiescence therein. Every substantive right and
every remedy conferred upon the bondholders may be enforced and exercised as often as may be
deemed expedient. In case any suit, action or proceeding to enforce any right or exercise any remedy
shall be brought or taken and should said suit, action or proceeding be abandoned, or be determined
adversely to the bondholders, then, and in every such case, the Agency and the bondholders shall be
restored to their former positions, rights and remedies as if such suit, action or proceeding had not been
brought or taken.
After the issuance and delivery of the Bonds, this Resolution and supplementary resolutions thereto
shall be irrepealable, but shall be subject to modification or amendment to the extent and in the
manner provided in this Resolution, but to no greater extent and in no other manner.
Section 33. Sever-Ability. If any covenant, agreement or provision, or any portion thereof, con-
tained in this Resolution, or the application thereof to any person or circumstances, is held to be
unconstitutional, invalid or unenforceable, the remainder of this Re-solution and the application of any
such covenant, agreement or provision, or portion thereof, to other persons or circumstances, shall be
deemed severable and shall not be affected, and this Resolution,_and the Bonds issued pursuant hereto
shall remain valid and the bondholders shall retain all valid rights and benefits accorded to them
under this Resolution and the Constitution and laws of the State of California. If the provisions relating
to the appointment and duties of a Fiscal Agent are held to be unconstitutional, invalid or unenforceable,
said duties shall be performed by the Treasurer.
Section 34, Effective Date. This Resolution shall take effect upon adoption.
ADoPTFD AND APPROVED this 16th day of April, 1974.
Chairman of the Redevel .anent
Agency of the City of Redlands
23 Redlands (Resolution)—F-4686