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Home My WebLink About1969-08-21; Parking Authority; Resolution 5RESOLUTION NO, 5 -A RESOLUTION OF THE PARKING AUTHORITY OF THE CITY OP CARLSBAD, CALIFORNIA AUTHORIZING AND DIRECTING THE CLERK TO PUBLISH A NOTICE INVITING BIDS FOR BONDS, WHEREAS this Parking Authority proposes to acquire facilities within the City of Carlsbad for public parking purposes and to Issue revenue bonds for the purpose of financing same; and WHEREAS this Authority proposes to lease said facilities to the City of Carlsbad; NOW, THEREFORE, the Parking Authority of the City of Carlsbad, California does hereby FIND, RESOLVE, DETERMINE AND ORDER as follows: Section 1. That the form of Notice Inviting Bids attached hereto as Exhibit A be and the same is hereby approved. Section 2. That the Clerk of the Authority is directed to publish said Notice Inviting Bids in the CARLSBAD JOURNAL two times, the first publication to be not less than fourteen days prior to the date set forth in said Notice for the opening of bids for bonds. ADOPTED, SIGNED AND APPROVED t.his 21st day of August ^ 1969 CIe3?k / ^ » ChaTlrman^pi" the Eai^klhg "'Ai^fiority ATTEST: of the City of ^m'lsbad, /allfovxi'ia. STATE OF CALIFORNIA ) ) ss BOUNTY OF SAN DIEGO ) J, Margaret E. Adams, Clerk of the Parking Authority of the City of Carlsbad, California, DO HEREBY CERTIFY that the foregoing resolution was duly adopted by the Parking Authority of said City and was approved by the Chairman of said Parking Authority at a special meeting of said Parking Authority held on the 21st day of August , 1969, and that it was adopted by the following vote, to wit: AYES: Directors Cannon, Daugherty, Snedeker, NOES: None ABSENT: Directors Killen and Sugg • ^ /C/A^^^^^t^^ CHrkyof the Parking Authori ty of tfre City of Carlsbad, California NOTICE INVITING BIDS ON 1969 PARKING REVENUE BONDS OF THE PARKING AUTHORITY OF THE CITY OF CARLSBAD NOTICE IS HEREBY GIVEN that sealed proposals for the purchase of $1,535,000 par value 1969 PARKING REVENUE BONDS OF THE PARKING AUTHORITY OF THE CITY OF CARLSBAD functioning by resolution of the City Council of the City of Carlsbad in accordance with the provisions of the Parking Law of 1949 will be received by the governing body of said Authority at the place and up to the time below specified. TIME: PLACE: MAILED BIDS: OPENING OF BIDS: ISSUE: 2:00 o'clock P.M. September 23, 1969. Council Chambers, City Hall, Carlsbad, California. Mailed bids should be addressed to: Clerk of the Authority, Office of. the City Clerk, City Hall, Carlsbad, Califomia. The bids will be received by the Author- ity on September 23, 1969, at 2:00 o'clock P.M. at the Council Chambers, City Hall, Carlsbad, Califomia. $1,535,000 designated "1969 Parking Revenue Bonds of the Parking Author- ity of the City of Carlsbad," consisting of 307 Bonds, numbered 1 to 307 both inclusive, of the denomination of $5,000 each, dated October 1, 1969. MATURITIES: The Bonds will mature on October 1 in each year and mature in the amounts and on the dates as follows: Maturity Date 1971- 1972.. 1973.. 1974.. 1975.. 1976.. 1977.. 1978.. 1979.. 1980.. 1981.. 1982.. Principal Amount 5 10,000 25,000 25,000 25,000 25,000 25,000 25,000 50,000 50,000 50,000 50,000 50,000 IVIaturity Date Principal Amount 1983 $ 50,000 1984.. 1985.. 1986.. 1987.. 1988.- 1989.. 1990.. 1991.. 1992.. 1993.. 1994.. 1995.. 50,000 75,000 75,000 75,000 75,000 75,000 100,000 100,000 100,000 100,000 125,000 125,000 INTEREST: The Bonds shall bear interest at a rate or rates to be fixed upon the sale thereof but not to exceed seven percent (7%) per annum, payable semiannually on the first day of April and the first day of October in each year. PAYMENT: Said Bonds and the interest thereon will be payable in lawful money of the United States of America at the office of the Fiscal Agent, Security Pacific National Bank in the City of Los Angeles, California, or at the option of the holder, at any paying agency of the Authority in Chicago, Illinois or New York, New York. REGISTRATION: The Bonds will be issued as coupon Bonds registrable as to both principal and interest, and the form of registration may be changed, or the Bonds discharged from registration, all in accordance with the provisions in the Resolution Providing for the Issuance of the Bonds. REDEMPTION Bonds maturing on or prior to October PROVISIONS: 1, 1979, are not subject to call and re- demption prior to maturity. Bonds ma- turing on or after October 1, 1980, are subject to call and redemption prior to maturity and by bond number, from funds derived by the Authority from any source, on October 1, 1979, or on any interest payment date thereafter, upon payment of a redemption price equal to the principal amount thereof plus a premium (percentage of par value) equal to one-half of one percent for each year or fraction of a year from the redemption date to the maturity date of the Bonds, but in no event shall the premium exceed five percent (5%). In the event of loss of or substantial damage to or con- demnation of the whole or any substantial part of the Project, all or any part of the Bonds may be redeemed at any time by payment of the total principal amount and accrued interest to the date of redemption plus a premium as set forth above, but applied to all outstanding bonds whether callable or not. PURPOSE OF The proceeds from the sale of 1969 ISSUE- Parking Revenue Bonds of the Parking Authority of the City of Carlsbad will be used for the acquisition and financing of public parking facilities. SFCURITY- These Revenue Bonds are issued pur- suant to the Parking Law of 1949 (Part 2 of Division 18, § § 32500 et seq. of the Streets and Highways Code of the State of California). These Bonds and the interest hereon (to the extent set forth in the Resolution) are payable from, and are secured by a charge upon the Pledged Revenues derived by the Authority from the Project. The term "Pledged Revenues" as used in the Resolution shall include: all rentals payable by the City to the Authority under the terms of the Lease Agreement, all moneys credited upon rentals as provided in the Lease Agreement or in this Resolution, all gross revenues, if any, received by the Authority from the re-letting or operation of the Project, and any other moneys which under this resolution are required to be placed in the Bond Service Fund. Bond principal and interest coming due each year are payable from annual lease payments for use pf the facilities payable by the City. Under the terms of the Lease Agreement, the City agrees to pay the Authority an annual fixed rental which will be sufficient to pay bond principal and interest plus additional rental in an amount suflScient to meet other necessary expenses of the Authority. The City has agreed to make ap- propriations in its annual budget for the amount of the rental and a reasonable estimate of additional rental. These Bonds are a special obligation of the Authority only, and are not a debt, liabiUty or obligation of any other public agency, or a lien or charge against the property or funds of the Authority, except to the extent of the Pledged Revenues, as provided by the Resolution pursuant to which the Bonds are issued. Neither the payment of the principal of these Bonds or any part thereof nor any interest thereon constitutes a debt, liability or obligation of the City of Carlsbad or the State of California. TERMS OF SALE INTEREST The maximum rate bid may not exceed RATE: seven percent (7%) per annum, payable semiannually on the first day of April and the first day of October in each year. Each rate bid must be a multiple of 1/20 of 1%. No Bond shall bear more than one interest rate, and all Bonds of the same maturity shall bear the same rate. Each Bond must bear interest at the rate speci- fied in the bid from its date to its fixed maturity date. Only one coupon will be attached to each Bond for each installment of interest thereon, and bids providing for additional or supple-mental coupons will be rejected. The rate on any maturity or group of maturities shall not be more than one percent (1%) higher than the interest rate on any other maturity or group of maturities. AWARD: The bonds may be sold at a price equal to their par value or above or below their par value, except that any discount bid shall not exceed three percent (3%) of the par value of said bonds, and except further that the bonds will not be sold at a price which yields to the purchaser an average of more than seven percent (7%) a year according to standard tables of bond values. The bonds shall be sold fpr cash only. All bids must be for not less than EXHIBIT A all of the bonds hereby offered for sale and each bid shall state the total price offered for the bonds, the premium, or the discount, if any, and the interest rate or rates not to exceed that specified herein, at which said bidder offers to buy said bonds, and accrued interest to date of delivery. Each bidder shall state in his bid the total net interest cost in dollars and the average net interest rate determined thereby, which shall be considered informative only and not a part of the bid. HIGHEST The bonds will be awarded to the highest BIDDER: responsible bidder or bidders considering the interest rate or rates specified and the premium or the discount offered, if any. The highest bid will be determined by deducting the amount of the premium bid (if any) from the total amount of interest which the Authority would be required to pay from the date of said bonds to the respective maturity dates thereof at the coupon rate or rates specified in the bid. The net cost to the Authority on any bid or bids offering less than par will be determined by adding to the total amount of interest which the Authority would be required to pay from the date of said bonds to the respective maturity dates thereof at the coupon rate or rates specified in the bid the amount of the discount bid. The award will be made to the bidder or bidders offering the lowest net cost to the Authority. In the event that two or more bidders have bid the same lowest net cost to the Authority the award shall be made by lot. The purchaser must pay accrued interest (com- puted on a 360-day year basis) from the date of the bonds to the date of delivery. The cost of printing the bonds will be borne by the .\uthority. RIGHT OF The Authority reserves the right, in its REJECTION: discretion, to reject any and all bids and to the extent not prohibited by law to waive any irregularity or informality in any bid. PROMPT AWARD: The Authority will take action awarding the Bonds or rejecting all bids not later than twenty-six (26) hours after the time herein prescribed for the receipt of proposals; provided that the award may be made after the expiration of the specified time if the bidder shall not have given to the governing body notice in writing of the with- drawal of such proposal. PLACE OF Delivery of said Bonds will be made to DELIVERY: the successful bidder at Jeffries Banknote Company, 1330 West Pico Boulevard, Los Angeles, California, or at such other place agreeable to both the successful bidder and the Authority. Payment for said Bonds shall be made in cash or certified or cashier's check or other comparable funds. PROMPT It is expected that said bonds will be DELIVERY; delivered to the successful bidder within CANCELLATION thirty days from the date of sale thereof. FOR LATE The successful bidder shall have the DELIVERY: right, at his option, to cancel the contract of purchase if the Authority shall fail to execute the bonds and tender them for delivery within sixty days from the date herein fixed for the receipt of bids, and in such event the successful bidder shall be entitled to the return of the check accompanying his bid. FORM OF BID: Each bid, together with the bid check, must be in a sealed envelope, addressed to the Clerk of the Authority with the envelope and bid clearly marked "Proposal for the 1969 Parking Revenue Bonds of the Parking Authority of the City of Carlsbad." Each bid must be in afccordance with the terms and conditions set forth in this notice and must be submitted on, or in substantial accordance with the bid form provided by the Authority. BID CHECK: A certified or cashier's check on a re- sponsible bank or trust company in the amount of $15,000 payable to the order of the Authority must accompany each proposal as a guaranty that the bidder, if stic- cessful, will accept and pay for said Bonds in accordance with the terms of his bid. The check accompanying any accepted proposal shall be applied on the purchase price, or, if such proposal is accepted but not performed, unless such failure of performance shall be caused by any act or omission of the Authority, shall then be cashed and the proceeds retained by the Authority. The check accompanying each unaccepted proposal will be returned promptly. CHANGE IN At any time before the Bonds are ten- TAX EXEMPT dered for delivery, the successful bidder STATUS: may disaffirm and withdraw the proposal if the interest received by private holders from Bonds of the same type and character shall be declared to be taxable income under present federal income tax laws, either by a ruling of the Internal Revenue Service or by a decision of any federal court, or shall be declared taxable or be required to be taken into account in computing any federal income taxes by the terms of any federal income tax law enacted subsequent to the date of this notice. LEGAL OPINION: The unqualified opinion of O'Melveny & Myers, attorneys approving the validity of said Bonds will be furnished the successful bidder at or prior to the time of delivery of the Bonds, at the expense of the Authority. A copy of such opinion, certified by an officer of the Authority by his facsimile signature will be printed on the back of each Bond. No charge will be made to the purchaser for such printing or certification. At the time of payment for and delivery of said Bonds, the Authority will furnish the successful bidder a certificate that there is no litigation pending affecting the validity of the Bonds. NO LITIGATION CERTIFICATE: INFORMATION AVAILABLE: For details as to the items referred to in this notice prospective bidders are in- vited to examine the Official Statement and the Legal Documents authorizing the issuance of the Bonds. Any requests for such documents and other information con- cerning the Authority and this proposed financing should be addressed to: Bartle Wells Associates Municipal Financing Consultants 260 California Street San Francisco, California 94111 GIVEN by order of the governing body of the Parking Authority of the City of Carlsbad, California, adopted August 19, 1969. Clerk of the Authority x: NOTICE INVITING BIDS ON 1969 PARKING REVENUE BONDS OF THE PARKING AUTHORITY OF THE CITY OF CARLSBAD NOTICE IS HEREBY GIVEN that sealed proposals for the purchase of $1,535,000 par value 1969 PARKING REVENUE BONDS OF THE PARKING AUTHORITY OF THE CITY OF CARLSBAD functioning by resolution of the City Council of the City of Carlsbad in accordance with the provisions of the Parking Law of 1949 will be received by the goveming body of said Authority at the place and up to the time below specified. 2:00 o'clock P.M. September 23, 1969. TIME: PLACE: MAILED BIDS: OPENING OF BIDS: Council Chambers, City Hall, Carlsbad, California. Mailed bids should be addressed to: Clerk of the Authority, Office of the City Clerk, City Hall, Carlsbad, Califomia. The bids will be received by the Author-ity on September 23, 1969, at 2:00 o'clock P.M. at the Council Chambers, City Hall, Carlsbad, Califomia. ISSUE: $1,535,000 designated "1969 Parking Revenue Bonds of the Parking Author- ity of the City of Carlsbad," consisting of 307 Bonds, numbered 1 to 307 both inclusive, of the denomination of $5,000 each, dated October 1, 1969. MATURITIES: The Bonds will mature on October 1 in each year and mature in the amounts and on the dates as follows: Maturity Principal Date Amount 1971 $ 10,000 1972 25,000 1973 25,000 1974 25,000 1975 25,000 1976 25,000 1977 25,000 1978 50,000 1979 50,000 1980 50,000 1981 50,000 1982 50,000 INTEREST: The ] Maturity Date Principal Amount 1983 $ 50,000 1984 50,000 1985 75,000 1986 75,000 1987 75,000 1988 75,000 1989 75,000 1990 100,000 1991 100,000 1992 100,000 1993 100,000 1994 125,000 1995 125,000 a rate but not to exceed seven percent (7%) per annum, payable semiannually on the first day of April and the first day of October in each year. PAYMENT: Said Bonds and the interest thereon will be payable in lawful money of the United States of America at the office of the Fiscal Agent, Security Pacific National Bank in the City of Los Angeles, Cahfornia, or at the option of the holder, at any paying agency of the Authority in Chicago, Illinois or New York, New York. REGISTRATION: The Bonds will be issued as coupon Bonds registrable as to both principal and interest, and the form of registration may be changed, or the Bonds discharged from registration, all in accordance with the provisions in the Resolution Providing for the Issuance of the Bonds. REDEMPTION Bonds maturing on or prior to October PROVISIONS: I, 1979, are not subject to call and re- demption prior to maturity. Bonds ma- turing on or after October 1, 1980, are subject to call and redemption prior to maturity and by bond number, from funds derived by the Authority from any source, on October 1, 1979, or on any interest payment date thereafter, upon payment of a redemption price equal to the principal amount thereof plus a premium (percentage of par value) equal to one-half of one percent for each year or fraction of a year from the redemption date to the maturity date of the Bonds, but in no event shall the premium exceed five percent (5%). In the event of loss of or substantial damage to or con- demnation of the whole or any substantial part of the Project, all or any part of the Bonds may be redeemed at any time by payment of the total principal amount and accrued interest to the date of redemption plus a premium as set forth above, but appUed to all outstanding bonds whether callable or not. PURPOSE OF The proceeds from the sale of 1969 ISSUE: Parking Revenue Bonds of the Parking Authority of the City of Carlsbad will be used for the acquisition and financing of pubUc parking facilities. SECURITY: These Revenue Bonds are issued pur- suant to the Parking Law of 1949 (Part 2 of Division 18, § § 32500 et seq. of the Streets and Highways Code of the State of Cahfornia). These Bonds and the interest hereon (to the extent set forth in the Resolution) are payable from, and are secured by a charge upon the Pledged Revenues derived by the Authority from the Project. The term "Pledged Revenues" as used in the Resolution shall include: all rentals payable by the City to the Authority under the terms of the Lease Agreement, all moneys credited upon rentals as provided in the Lease Agreement or in this Resolution, all gross revenues, if any, received by the Authority from the re-letting or operation of the Project, and any other moneys which under this resolution are required to be placed in the Bond Service Fund. Bond principal and interest coming due each year are payable from annual lease payments for use of the facilities payable by the City. Under the terms of the Lease Agreement, the City agrees to pay the Authority an annual fixed rental which will be sufficient to pay bond principal and interest plus additional rental in an amount sufficient to meet other necessary expenses of the Authority. The City has agreed to make ap-propriations in its annual budget for the amount of the rental and a reasonable estimate of additional rental. These Bonds are a special obligation of the Authority only, and are not a debt, liability or obUgation of any other public agency, or a lien or charge against the property or funds of the Authority, except to the extent of the Pledged Revenues, as provided by the Resolution pursuant to which the Bonds are issued. Neither the payment of the principal of these Bonds or any part thereof nor any interest thereon constitutes a debt, liability or obligation of the City of Carlsbad or the State of California. TERMS OF SALE INTEREST The maximum rate bid may not exceed RATE: seven percent (7%) per annum, payable semiannually on the first day of April and the first day of October in each year. Each rate bid must be a multiple of 1/20 of 1%. No Bond shall bear more than one interest rate, and all Bonds of the same maturity shall bear the same rate. Each Bond must bear interest at the rate speci- fied in the bid from its date to its fixed maturity date. Only one coupon wiU be attached to each Bond for each installment of interest thereon, and bids providing for additional or supple- mental coupons will be rejected. The rate on any maturity or group of maturities shall not be more than one percent (1%) higher than the interest rate on any other maturity or group of maturities. AWARD: The bonds may be sold at a price equal to their par value or above or below their par value, except that any discount bid shall not exceed three percent (3%) of the par value of said bonds, and except further that the bonds will not be sold at a price which yields to the purchaser an average of more than seven percent (7%) a year according to standard tables of bond values. The bonds shall be sold for cash only. All bids must be for not less than > all of the bonds hereby offered for sale and each bid shall state the total price offered for the bonds, the premium, or the discount, if any, and the interest rate or rates not to exceed that specified herein, at which said bidder offers to buy said bonds, and accrued interest to date of delivery. Each bidder shall state in his bid the total net interest cost in dollars and the average net interest rate determined thereby, which shall be considered informative only and not a part of the bid. HIGHEST The bonds will be awarded to the highest BIDDER: responsible bidder or bidders considering the interest rate or rates specified and the premium or the discount offered, if any. The highest bid will be detennined by deducting the amount of the premium bid (if any) from the total amount of interest which the Authority would be required to pay from the date of said bonds to the respective maturity dates thereof at the coupon rate or rates specified in the bid. The net cost to the Authority on any bid or bids offering less than par will be determined by adding to the total amount of interest which the Authority would be required to pay from the date of said bonds to the respective maturity dates thereof at the coupon rate or rates specified in the bid the amount of the discount bid. The award will be made to the bidder or bidders offering the lowest net cost to the Authority. In the event that two or more bidders have bid the same lowest net cost to the Authority the award shall be made by lot. The purchaser must pay accrued interest (com-puted on a 360-day year basis) from the date of the bonds to the date of delivery. The cost of printing the bonds will be home by the Authority. RIGHT OF The Authority reserves the right, in its REJECTION: discretion, to reject any and all bids and to the extent not prohibited by law to waive any irregularity or informality in any bid. PROMPT AWARD: The Authority will take action awarding the Bonds or rejecting aU bids not later than twenty-six (26) hours after the time herein prescribed for the receipt of proposals; provided that the award may be made after the expiration of the specified time if the bidder shall not have given to the governing body notice in writing of the with- drawal of such proposal. PLACE OF Delivery of said Bonds will be made to DELIVERY: the successful bidder at Jeffries Banknote Company, 1330 West Pico Boulevard, Los Angeles, Cahfornia, or at such other place agreeable to both the successful bidder and the Authority. Payment for said Bonds shall be made in cash or certified or cashier's check or other comparable funds. PROMPT It is expected that said bonds will be DELIVERY; delivered to the successful bidder within CANCELLATION thirty days from the date of sale thereof. FOR LATE The successful bidder shall have the DELIVERY: right, at his option, to cancel the contract of purchase if the Authority shall fail to execute the bonds and tender them for delivery within sixty days from the date herein fixed for the receipt of bids, and in such event the successful bidder shaU be entitled to the return of the check accompanying his bid. FORM OF BID: Each bid, together with the bid check, must be in a sealed envelope, addressed to the Clerk of the Authority with the envelope and bid clearly marked "Proposal for the 1969 Parking Revenue Bonds of the Parking Authority of the City of Carlsbad." Each bid must be in accordance with the terms and conditions set forth in this notice and must be submitted on, or in substantial accordance with the bid form provided by the Authority. BID CHECK: A certified or cashier's check on a re- sponsible bank or trust company in the amount of $15,000 payable to the order of the Authority must accompany each proposal as a guaranty that the bidder, if suc- cessful, will accept and pay for said Bonds in accordance with the terms of his bid. The check accompanying any accepted proposal shall be applied on the purchase price, or, if such proposal is accepted but not performed, unless such failure of performance shall be caused by any act or omission of the Authority, shall then be cashed and the proceeds retained by the Authority. The check accompanying each unaccepted proposal will be returned promptly. CHANGE IN At any time before the Bonds are ten- TAX EXEMPT dered for dehvery, the successful bidder STATUS: may disaffirm and withdraw the proposal if the interest received by private holders from Bonds of the same type and character shall be declared to be taxable income under present federal income tax laws, either by a ruling of the Intemal Revenue Service or by a decision of any federal court, or shall be declared taxable or be required to be taken into account in computing any federal income taxes by the terms of any federal income tax law enacted subsequent to the date of this notice. LEGAL OPINION: The unqualified opinion of O'Melveny & Myers, attorneys approving the validity of said Bonds will be furnished the successful bidder at or prior to the time of delivery of the Bonds, at the expense of the Authority. A copy of such opinion, certified by an officer of the Authority by his facsimile signature will be printed on the back of each Bond. No charge will be made to the purchaser for such printing or certification. NO LITIGATION At the time of payment for and delivery CERTIFICATE: of said Bonds, the Authority wiU furnish the successful bidder a certificate that there is no Utigation pending affecting the validity of lie Bonds. INFORMATION AVAILABLE: For details as to the items referred to in this notice prospective bidders are in- vited to examine the Official Statement and the Legal Documents authorizing the issuance of the Bonds. Any requests for such documents and other information con- cerning the Authority and this proposed financing should be addressed to: Bartle Wells Associates Municipal Financing Consultants 260 Cahfornia Street San Francisco, California 94111 GIVEN by order of the governing body of the Parking Authority of the City of Carlsbad, Cahfornia, adopted August 21, 1969. Clerk of the Authority Affidavit of Publication ss. STATE OF CALIFORNIA County of San Diego „ GhiirIi.cfi..-EU..-Ihmae , says that she is the Principal Clerk of The Carlsbad Journal, a weekly newspaper of general circulation, printed and published in the City of Carlsbad, County of San Diego, and State of California, and that the notice of which the annexed is a true copy, was published ....two-.- times in said newspaper, commencing on the..4.tJa.... day of Se.p.teab.er. A.D. l96....gL.., namely on the following dates: NOTICE INVITING BIDS QN 1969 PARKING REVENUE BONDS r OF THE PARKING AUTHORITY OF THE CITY OF CARLSBAD NOrnCE IS HEREBY GIVEN that sealed propolis for (he mn^of $1,535,000 par value 196? PARKING REVENUE |l!^«DS OF THE PARKING AUTHORIT'i^ OF THE CITY OF CARLSBAD functioning by resolution of the City Council 0t the City of Carlsbad in accordance ^tb the provisions of tbe Parkmg Law of 1949 will be received by the goveming boAy «f aiud Authority at the place and up to the time below speicffied. TIME: 2:00 o'clock P.M. September 23. 1969. PLACE: ' Council Chamberis, City Hall. Carlsbad. Califomia. Mailed bids should be addressed to: Clerk of the Authority, Office of the City Clerk, City Hall, Carlsbad, California. The bids will be received by the Author- ity on September 23, 1969, at 2:00 o'clock P.M. at the Council Chambers. City Hall, Carlsbad, California. teStJE: $1,535,000. designated "1969 Parking Revenue Bonds of the Parkmg Author- ity of the City of Carlsbad," donsistlng of 307 Bonds numbered 1 to 307 both inclusive, of the denomination of $5,000 eacn. dated October I. 1969. MATURITIES: The Bonds will maturp on October I in each year and mature in the amounts aiid oii the dates as follows: MAILED BIDS: OPENING OF BIDS: Maturity Date Principal Aniotiflt Maturity Oate Principit ARiount 1971 $ 10,000 1972 25.000 1973 25,000 1974::".:".: 25,000 1975 25,000 im..„ 25.000 ifj7 25,000 1978 ..^ 50.000 Wt9^..... 50,000 iWO............. 50.000 i9it 50,000 1983 $ 50.000 1984 50.QOO 985.... 75/)00 1986 75000 1987 75.000 1988..... 75.000 1989 75.000 ,990" 100,000 99,100,000 992...... 100,000 993 ... 100.000 994... 125.000 995 125,000 mz... 50.000 The BkMids shaM bear interest at a rate irrateato be fixed upon the sate «^ I«rcent (7%) per f'IJ}»^.m^^ fim^«y of April and the f^rst <^y of the interest ..S.ep.t......4.,.-l-9.6.9 ..S.©p.t.,....ll.^...lSi6.9.. Signed at Carlsbad, California this 2.2±h.... day of „...S.e.p.temhfir. , I96....9. I hereby declare under pen^iiy of perjury that the^Decioinq is true/anjd/correct. Principal Clerk .1 .• e PARKING AUTHORITY OF THE CITY OF CARLSBAD RESOLUTION NO. 5 RESOLUTION OF THE PARKING AUTHORITY OF THE QTY OF CARLSBAD, CALIFORNIA, AUTHORIZING THE ISSUANCE OF $1,535,000 BONDS OF SAID AUTHORITY AND PROVIDING THE TERMS AND CONDITIONS FOR THE ISSUANCE OF SAID BONDS. Page Rcci..!, " 12 Section 1. Definitions " Section 2. Amount, Issuance and Purpose of Bonds 13 13 Section 3. Nature of Bonds 13 Section 4. Description of Bonds Section 5. Interest and Places of Payment - 14 Section 6. Execution of Bonds.—. 14 Section 7. Registration 14 Section 8. Redemption of Bonds , 14 Section 9. Notice of Redemption Section 10. Redemption Fund Section 11. Effect of the Notice of Redemption , 15 Section 12. Funds v Section 13. Disposition of Bond Proceeds — Reserve Fund —Bond Service Fund —Working Capital Fund 1' Section 14. Disposition of Proceeds — Acquisition and Construction Fund....... 17 17 Section 15. Bond Service Fund 17 Section 16. Reserve Fund " """ 17 Section 17. Working Capital Fund • ' 1 o Section 18. Warranty and Covenants 18 Covenant 1. Punctual Payment Covenant 2. Discharge Claims - 1^ Covenant 3. Commence Acquisition and Construction - 19 Covenant 4. Enforce and Abide by the Lease Agreement... 19 Covenant 5. Covenant Against Encumbrance, etc.; Use of Condemnation or Sale Proceeds 19 1Q Covenant 6. Insurance Covenant 7. Records and Accounts 20 10 Page Covenant 8. Additional Bonds or Indebtedness •- 21 Covenant 9. Maintain and Preserve the Project 21 Covenant 10. Maintenance of Revenues 21 Section 19. Investment of Funds 21 Section 20. Lost, Destroyed or Mutilated Bonds 21 Section 21. Cancellation of Bonds 22 Section 22. Consent of Bondholders 22 Section 23. Calling Bondholders' Meeting 22 Section 24. Notice of Meeting 22 Section 25. Voting Qualifications - 22 Section 26. Issuer-Owned Bonds 23 Section 27. Quorum and Procedure 23 Section 28. Vote Required - 23 Section 29. Bond and Coupon Forms - 23 Section 30. Proceedings Constitute Contract 27 Section 31. Severability 27 Section 32. Effective Date 28 11 RESOLUTION NO. .5. RESOLUTION OF THE PARKING AUTHORITY OF THE CITY OF CARLSBAD, CALIFORNIA, AUTHORIZING THE ISSUANCE OF $1,535,000 BONDS OF SAID AUTHORITY AND PROVIDING THE TERMS AND CONDITIONS FOR THE ISSUANCE OF SAID BONDS. WHEREAS, in accordance with the provisions of the Parking Law of 1949 (Part 2 of Division 18, §§ 32500 et seq. of the Streets and Highways Code of the State of Califomia) the City Council of the City of Carlsbad, being the legislative body of said City, by Resolution No. 1264 adopted April 19, 1966, declared that there is a need for the Parking Authority of the City of Carlsbad to function in said city; and WHEREAS, the Authority desires to issue revenue bonds for the purpose of acquisition and financing of public parking facilities which will be leased to the City; NOW, THEREFORE, the Parking Authority of the City of Carlsbad, Califomia, does hereby RESOLVE, DETERMINE AND ORDER as follows: Section 1. Definitions. As used in this resolution the following terms shall have the following meanings: (a) "Parking Law" means the Parking Law of 1949 as cited in the recitals hereof. (b) "City" means the City of Carlsbad, California. (c) "City Council" or "Council" means the City Council of said City. (d) "Authority" or "Parking Authority" means the Parking Authority of the City of Carlsbad, a public body corporate and politic, the governing body of which are the members as appointed by the City Council. (e) "Lease Agreement" means that certain Lease Agreement dated August 19, 1969, between the Parking Authority and the City. (f) "Project" means the acquisition of land and improvements referred to in Section 2 of the Lease Agreement including all costs and expenses in connection with the carrying out of the Project, and also means the parking facilities resulting from such acquisition and construction. (g) "Pledged Revenues" means all rentals payable by the City to the Authority under the terms of the Lease Agreement, all moneys credited upon rentals as provided in the Lease Agree- ment or in this resolution, all gross revenues, if any, received by the Authority from the re-letting or operation of the Project, and any other moneys which under this resolution are required to be placed in the "Bond Service Fund. (h) "Bond" or "revenue bonds" means the revenue bonds authorized by this resolution. (i) "Year" or "fiscal ye?r" means the year period beginning on July 1st and ending on the next following June 30th. (j) "Fiscal Agent" means Security Pacific National Bank as provided iii Section 12 hereof. (k) "Maximum annual debt service" shall be the maximum amount payable as interest on and as principal of the aggregate amount of Bonds and Additional Bonds on any payment dates in any twelve month period beginning th: day following the anniversary date of the Bonds and ending on the anniversary date of the Bonds. 12 (I) "Authorized investment" means any security in which the Authority may legally invest funds subject to its control. Section 2. Amount, Issuance and Purpose of Bonds. Under and pursuant to the Parking Law the Authority shall borrow money to provide funds for the Project and shall issue in its name revenue bonds in the amount of $1,535,000 to evidence the indebtedness created by such borrowing. Section 3. Nature of Bonds. The bonds shall constitute special obligations and evidence a special indebtedness of the Authority which shall be and are a charge upon, and shall be and are payable, both as to principal and interest, and as to any premiums upon the redemption of any thereof, solely from the Pledged Revenues and certain other limited funds as herein provided, and shall not constitute obligations, nor evidence any indebtedness, of the City of Carlsbad or the State of California. Nothing in this resolution shall preclude: (a) The payment of or principal of or interest on, or premiums on the redemption of, any such bonds out of the proceeds of the sale of refunding bonds issued for that purpose. (b) The application to the payment of any principal of, interest on, or premiums on the redemption of, any such bonds of any funds which the Authority may lawfully so apply. Section 4. Description of Bonds. The Bonds shall be in the principal sum of $1,535,000, shall be 307 in number, numbered 1 to 307, inclusive, and shall be of the denomination of $5,000 each. The bonds shall be designated 1969 PARKING REVENUE BONDS, shall be dated October 1, 1969, and shall mature and be payable in consecutive numerical order on October 1 in each year of maturity in the amounts for each of the several years as follows: Maturity Date Principal Amount Maturity Date Principal Amount 1971 $ 10,000 1972 25,000 1973 25,000 1974 25,000 1975 25,000 1976 25,000 1977 - 25,000 1978 50,000 1979 : 50,000 1980 50,000 1981 50,000 1982 50,000 1983 50,000 1984 $ 50,000 1985 75,000 1986 75,000 1987 75,000 1988 75,000 1989... 75,000 1990 100,000 1991 100,000 1992 100,000 1993 100,000 1994 125,000 1995 125,000 Section 5. Interest and Places of Payment. 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 the 1st days of October and April of each year. Each bond shall bear interest until the principal sum thereof has been paid, provided, however, that if at the maturity date of any bond, or if the same is redeemable and has been duly called for redemption, funds are available for the payment or redemption thereof in full accordance with the terms of this resolution. The said bonds shall then cease to bear interest. The bonds and the interest thereon shall be payable in lawful money of the United States of America at the office of the Fiscal Agent in Los Angeles, Califomia, or at the option of the holder, at any paying agency of the Authority in Chicago, Illinois or New York, New York. 13 Section 6. Execution of Bonds. The Chairman of the Authority and the City Treasurer of the City as ex officio Treasurer of the Authority, are hereby authorized and directed to sign all of the bonds by their printed, lithographed or engraved facsimile signatures, and- the Qerk of the Authority is hereby authorized and directed to countersign the bonds and to cause the corporate seal of the Authority to be impressed, imprinted or reproduced thereon, and the said Treasurer is hereby authorized and directed to sign the interest coupons of the bonds by his printed, lithographed or engraved facsimile signature. Section 7. Registration. The bonds may be registered as to principal only or as to both principal and interest, and the form of registration of any registered bond may be changed, or any registered bond may be discharged from registration, in the manner and with the effect set forth in the provisions for registration contained in the form of bond set forth herein. Section 8. Redemption of Bonds. In the event of loss of, substantial damage to or condemna- tion of the whole or any substantial part of the Project, so as to render the same unusable, all or any part of the Bonds at that time outstanding, may at the option of the Authority, be called and redeemed prior to maturity on any succeeding date, at a redemption price equal to the principal amount thereof with accmed interest to the date of redemption plus the premium applicable thereto as hereinafter set forth in the succeeding paragraph of this section regardless of maturity dates relating to call therein, but only in the manner and only from the funds as hereinafter provided in the case of redemption. If less than all bonds are called pursuant to this paragraph, Fiscal Agent shall determine a principal amount in each maturity to be called so 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 prior to October 1, 1979, shall not be subject to call or redemption prior to maturity. Bonds maturing on or after October 1, 1980, may be called before maturity and redeemed, at the option of the Authority, with funds derived from any source, on October 1, 1979, or on any interest payment date tiiereafter prior to maturity, at a redemption price for each redeemable bond equal to the principal amount thereof plus a premium (percentage of par value) equal to of 1% for each year or remaining fraction of a year between the date of redemption and the date of maturity, but in no event shall the premium exceed 5%. If less than all the then outstanding bonds are redeemed at any one time, said bonds shall be redeemed only in inverse order of maturity and bond number. Section 9. Notice of Redemption. Notice of the intended redemption shall be published by one insertion in a newspaper of general circulation in the City of New York, said publication to be at least 30 days but' no more than 60 days prior to the redemption date. The notice of redemption shall (a) state the redemption date; (b) state the redemption price; (c) state the numbers and date of maturity of the bonds to be redeemed, provided, however, that if the call includes all of the outstanding bonds subject to call the numbers of the bonds need not be stated; (d) require that such bonds be surrendered with all interest coupons maturing subsequent to the redemption date (except that no coupons need be surrendered on bonds registered as to both principal and interest) at the office of the Fiscal Agent or at any paying agency of the Authority at which the bonds are payable; (e) require that bonds which at the time of call are registered so as to be payable otherwise than to bearer shall be accompanied by appropriate instruments of assignment duly executed in blank; and (f) give notice that further interest on such bonds will not accrue after the designated redemption date.- If,any of the bonds designated for redemption shall be registered so as to be payable otherwise than to bearer, said Fiscal Agent shall, on or before the date of publication of said notice of redemp- tion, mail a similar notice, postage prepaid, to the respective registered owners thereof at the addresses appearing on the bond registry books. 14 The actual receipt by the holder of any bond (hereinafter referred to as "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 date fixed for redemption. The notice or notices required by this section shall be given by said Fiscal Agent. A certificate by said Fiscal Agent that notice of call and redemption has been given to holders of registered bonds as herein provided shall be conclusive as against all parties, and no bondholder whose registered bond is called for redemption may object thereto or object to the cessation of interest on the redemption date fixed by any claim or showing that he failed to actuaUy receive such notice of call and redemption. Section 10. Redemption Fund. Prior to the redemption date there shall be established by the Fiscal Agent a redemption fund to be known as the 1969 Parking Revenue Bonds, Redemption Fund (hereinafter sometimes referred to as the "Redemption Fund") and prior to the redemption date there must be set aside in the Redemption Fund, herein provided for, 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 fully 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. Each bond presented (if unregistered) must have attached thereto or presented therewith all interest coupons maturing after the redemption date. If after all of the bonds called have been redeemed and cancelled or paid and cancelled there are moneys remaining in said Redemption Fund, said moneys shall be transferred to the Bond Service Fund hereinafter created; 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 principal of and interest on such refunding bonds. Section 11. 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 said bonds and (except as to registered bonds) all interest coupons maturing after the redemption date, at the place specified in the notice of redemption, and, if any of said bonds be registered, upon the appropriate assignment thereof in blank, such bonds shall be redeemed and paid at said redemption price out of the Redemption Fund, and no interest will accrae on such bonds called for redemption or on any interest coupons thereof after the redemption date specified in such notice, and the holders of said bonds so called for redemption after such redemption date shall look for the payment of such bonds and the premium thereon only to said Redemption Fund. All bonds redeemed and all interest coupons thereof shall be cancelled forth- with by said Fiscal Agent and shall not be reissued. All interest coupons pertaining to any redeemed bonds, which coupons have matured on or prior to the time 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 12. Funds. The Authority hereby appoints the Security Pacific National Bank, Los Angeles, California, as the 1969 Parking Revenue Bonds Fiscal Agent for the purpose of paying the principal of and interest on any of the bonds presented'for payment at its main office in Los Angeles, California, and for the purpose of performing all other duties assigned to or imposed upon the Fiscal 15 Agent as in this resolution provided. The Fiscal Agent initially appointed and any successor thereof may be removed by the Authority and a successor or successors appointed; provided that each such successor shall be a bank or trust company doing business in and having an office in the City of Los Angeles, State of California. Any such Fiscal Agent designated by the Authority shall continue to be the Fiscal Agent of the Authority for all of said purposes until the designation of a successor as such Fiscal Agent, and the Authority agrees that it will maintain a Fiscal Agent in said City of Los Angeles so long as any of said bonds or any parity bonds are outstanding and unpaid. The Fiscal Agent is hereby authorized and directed to withdraw from the funds and in the manner provided herein all sums required for the payment of the principal of and interest on the bonds presented for payment at the places herein provided at maturity, or on call and redemption or on purchase by the Fiscal Agent prior to maturity. The Fiscal Agent is hereby authorized to redeem the bonds and the interest coupons appertaining thereto when duly presented to it for payment at maturity, or on call and redemption or on purchase by the Fiscal Agent prior to maturity, and to cancel all bonds and coupons upon payment thereof and to return the same so cancelled to the Treasurer. The Fiscal Agent shall keep accurate records of all funds administered by it and of all bonds and coupons paid and discharged by it. The recitals of fact and all promises, covenants and agreements herein and in the bonds of said authorized issue contained shall be taken as statements, promises, covenants and agreements of the Authority, 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 bond assigned to or imposed upon the Fiscal Agent. The Fiscal Agent shall be under no responsibility or duty with respect to the issuance of the bonds for value. The Fiscal Agent shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or default. Any Fiscal Agent appointed hereunder may resign at any time. Upon the merger, consolidation or other reorganization of any Fiscal Agent, the Authority shall appoint a new Fiscal Agent, which may be the corporation resulting from such reorganization. There are hereby created pursuant to the Parking Law by the Fiscal Agent the following funds to be held and applied as designated herein: 1. 1969 Parking Revenue Bonds, Acquisition and Construction Fund (herein sometimes called the "Acquisition and Construction Fund", held by the Authority); 2. 1969^ Parking Revenue Bonds, Bond Service Fund (herein sometimes called "Bond Service Fund"); 3. 1969 Parking Revenue Bonds, Reserve Fund (herein sometimes called "Reserve Fund"); 4. 1969 Parking Revenue Bonds, Working Capital Fund (herein sometimes called "Working Capital Fund, held by Authority"). Said funds 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 the bonds, includ- ing premiums, if any, due upon the redemption of any thereof and to insure the application of the proceeds of such bonds to the purposes for which the same were issued. Any money placed in any such fund shall constitute a trust fund and until the bonds and 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, has been made by setting aside in some trust fund an amount sufficient for said purposes, the money's in said fund shall be applied only to the purposes for which it was created. 16 Section 13. Disposition of Bond Proceeds — Reserve Fund —Bond Service Fund —Working Capital Fund. Concurrendy with the delivery of and payment for the bonds there shall be set aside in the Bond Reserve Fund, from the proceeds of the sale of the bonds $68,000. After the foregoing transfer required by this paragraph has been made, there shall be set aside in the Bond Service Fund, from the proceeds of the sale of the bonds an amount which, together with the premium and accrued interest, if any, shall be equal to twelve (12) months' interest from the date of the bonds. After the foregoing transfers required by the above paragraphs of this Section have been made, there shall be set aside in the Working Capital Fund from the proceeds of the sale of the bonds the sum of One Thousand Five Hundred Dollars ($1,500). Section 14. Disposition of Proceeds — Acquisition and Construction Fund. After the transfers required by Section 13 hereof have been made, all remaining balance of the proceeds from the sale of the bonds shall be transferred by the Fiscal Agent to the Treasurer of the Authority and placed in the i^Tcquisition and Construction Fund. The moneys so set aside in the Acquisition and Construction Fund shall remain therein until expended for the purpose of carrying out the Project. When acquisition of the Project has been completed in accordance with the Lease Agreement, any remaining balance in the Acquisition and Construction Fund shall be transferred to the Reserve Fund. Section 15. Bond Service Fund. From the date this resolution takes effect all Pledged Revenues received by the Authority shall be placed in the Bond Service 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. That portion of the moneys in the Bond Service Fund which is, at any time, in excess of the amount required to pay the principal and interest coming due on or before the next following October 1 and the amount required to pay principal, and interest on the bonds in any succeeding year based upon the amount of rental payments provided therefor shall be transferred if necessary to the Reserve Fund until the balance in the Reserve Fund is equal to $68^00. Moneys in excess of the foregoing requirements and after making any required transfers un^rSection 17, if necessary, may be used by the Authority to make credits upon the rentals due under the Lease Agree- ment by cancellation of all or a part thereof. Moneys in the Bond Service Fund may be temporarily invested in any authorized investment which matures not later than the time funds are required, but such investment shall not affect the obligation of the Authority to cause the full amount required to pay the principal of and interest on the bonds as the same become due to be available in the Bond Service Fund in cash at the time the same shall become due. Any earnings on such investments shall become due and remain a ?part of the Bond Service Fund. Section 16. Reserve Fund. Except as expressly provided in this resolution, moneys in the Reserve Fund shall be used only to pay the principal of and interest on the bonds at such times when and to the extent that, at any other time the moneys in the Bond Service Fund received from Pledged Rev- enues are insufllicient to pay the principal of or interest on the bonds as the same become due, and for that purpose moneys in the Reserve Fund may be transferred to the Bond Service Fund. Moneys in the Reserve Fund may be invested in any authorized investment which matures not later than five years from the date of the investment. Any earnings on such investments shall become and remain a part of the Reserve Fund. Moneys in excess of $68,000 shall be transferred to the Bond Service Fund. Moneys in the Reserve Fund may be used to pay the principal and/or interest on the last maturity or maturities of bonds outstanding. Section 17. Working Capital Fund. After setting aside all funds required by Sections 15 and 16 funds sufficient from Pledged Revenue shall be transferred by the Fiscal Agent to the Treasurer of the Authority and placed in the Working Capital Fund and shall be used to the extent available for payment of: 17 (1) All taxes and assessments, if any, of any type or character levied at any time during the term of the Lease hereunder upon the site or any improvements thereon or upon the City's or the Authority's interest therein or upon the operation of the property leased or upon the income or other revenue derived by the City or Authority therefrom; (2) Insurance premiums on all insurance required or permitted on the property leased; (3) All costs and expenses which Authority may incur, including but not limited to Fiscal Agent's fees, costs and expenses as a resuh of any default by the City under this Agreement, including reasonable attorneys' fees and the costs and expenses of any suit or action at law to enforce the terms and conditions of this Agreement; (4) If at any time the Authority shall operate the Project by reason of default of the City, all amounts which shall be required to provide for the payment of all costs of maintenance and operation of the Project, including the costs of repairs and replacements, labor costs and insurance; and (5) All sums necessary to maintain an amount of $1,500 in the Working Capital Fund. Moneys in the Working Capital Fund may be invested in any authorized investment which matures not later than twelve months from the date of the investment. Any earnings on such investments shall become and remain a part of the Working Capital Fund. The City shall pursuant to the Lease Agreement pay the Treasurer of the Authority the balance of any amounts due to pay the foregoing obligations. Section 18. Warranty and Covenants. The Authority shall preserve and protect the security of the bonds and the rights of the bondholders and warrant and defend their rights against all claims and demands of all persons. So long as any of the bonds issued hereunder 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 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 Authority makes the following covenants and agreements under the provisions of the Parking 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 Authority to do and perform each and every act necessary or appropriate for such keeping and performance by such Authority of every such covenant, agree- ment and obligation. Covenant 1. -Punctual Payment. The Authority shall pay punctually the principal 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 manner mentioned in the bonds and coupons and in accord- ance with their terms, and that the payments into the Bond Service Fund and the Reserve Fund will be made, all in strict conformity with the terms of the bonds and of this resolution, and that it will faith- fully 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 issued hereunder, and that time of such payment and performance is of the essence of the Authority's contract with the bondholders. Covenant 2. Discharge Claims. The Authority shall pay and discharge from funds available for that purpose, or require the City to pay and discharge under the terms of the Lease Agreement, all lawful claims for labor, materials and supplies or other charges, which, if unpaid, may become a lien or charge upon any of its revenues charged with the payment of the bonds issued hereunder, or upon any of its facilities or properties the revenues from which are pledged to said bonds, and which may impair the security of the bonds. 18 Covenant 3. Commence Acquisition and Construction. The Authority shall apply the proceeds of the bonds to the accomplishment of the purposes for which the bonds are issued and shall commence acquisition of the Project and continue the same to completion in accordance with the Lease Agreement with all practical dispatch and in an economical manner. Covenant 4. Enforce and Abide by the Lease Agreement. The Authority 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. In the event of any default by the City under the Lease Agreement, the Authority shall promptly pursue and enforce all appropriate remedies under the Lease Agreement, including but not limited to the re- letting or Qperation of the Project 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 Project deposited in the Bond Service Fund will be at least equal to the full rentals payable under the Lease Agreement and will (when added to available moneys in the Reserve Fund) be sufficient to pay the principal of and interest on the revenue bonds as the same fall due. The Authority shall not take any action which will have the effect of terminating the Lease Agreement and shall not agree to any amendment of the Lease Agreement which would impair or reduce the security of the holders of the bonds. Covenant 5. Covenant Against Encumbrance, etc.; Use of Condemnation or Sale Proceeds. Except for the Lease Agreement and except to the extent permitted herein the Authority shall not mortgage or otherwise encumber, sell, lease or dispose of any of its facilities or properties any revenues of which are charged with the payment of the bonds issued hereunder, or any revenues therefrom, or enter into any lease or agreement which might impair or impede the operation of such facilities or properties, or any part thereof, or might otherwise impair or impede the rights of the bondholders with respect to such revenues. In the event of any defauh by the City under the Lease Agreement this covenant shall not be construed to prevent the Authority, acting in accordance with the Parking Law and the Lease Agreement, from: (1) contracting for the operation or management of any of its facilities or properties; (2) leasing of the operation of the property. If any portion of the Project shall be taken by eminent domain or other proceedings authorized by law, the net proceeds realized therefrom may be used to acquire or construct substitute parking facilities. In the event the proceeds cannot or are not so used, such proceeds shall be placed in the Redemption Fund and used to redeem bonds in accordance with the terms thereof, and the balance of such proceeds shall become the property of the Authority, subject to such legal or equitable claims, based upon conditions and restrictions of record, as may be enforceable against the Authority. Covenant 6. Insurance. Authority 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 Authority 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. Authority shall: (a) Keep or cause to be kept (or if City elects. City shall keep) a policy or policies of insurance against loss or damage to the property covered by the Resolution resulting from vanda- lism, malicious mischief, riot and civil commotion, and such perils ordinarily defined as "extended coverage" and other perils as Authority and the City may agree should be insured against on forms and in amounts satisfactory to each. Such insurance shall be maintained in an amount not less than the full insurable value of the properties (such value to include amounts spent for acquisition 19 of the Project, engineering, legal and administrative fees and Project inspection and supervision) or the amount of Authority's outstanding Bonds, whichever amount is the less, subject to deductible conditions of not to exceed $10,000 for any one loss. 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 of grounds owned or leased by the Authority but ex- cluding 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 thirty-six (36) months. (b) Maintain or cause to be maintained use and occupancy or business interruption or rental income insurance against the perils of vandalism and malicious mischief and such other perils ordinarily defined as "extended coverage" in an amount equal to not less than twelve (12) months' rental; and (c) 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. 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 Califomia. 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 ten (10) days prior written notice to the Fiscal Agent, and shall carry loss payable endorsements in favor of the Fiscal Agent where applicable. The copies of such policies shall be deposited with the Fiscal Agent by the Authority, together with appropriate evidence of payment of the premiums therefor; and, at least ten (10) days prior to the expiration dates of expiring policies or contracts held by the Fiscal Agent, copies of originals of renewal or copies of new policies on contracts or certificates, shall be deposited with the Fiscal Agent. All proceeds of insurance with respect to loss or damage to the property shall be paid to the Fiscal Agent to be used pursuant to the Lease for the repair, restoration or replacement of the property destroyed or damaged. Upon payment thereof to the Fiscal Agent, and (1) if the Project is to be repaired or rebuilt, the Fiscal Agent shall transfer the same to the Treasurer of the Authority who shall deposit the same in the Acquisition and Construction Fund for application as provided with respect to moneys in such fund, or (2) if the Project is not to be repaired or rebuilt, the Fiscal Agent shall deposit the same in the Redemption Fund for application as provided for moneys in such fund. Covenant 7. Records and Accounts. The Authority 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 issued hereunder, 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 made 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 not less than 10% of the outstanding bonds oir their representative or representatives authorized in writing; (b) cause such records and accounts to be audited within 90 days after the close of each fiscal year by an independent certified public accountant or firm of certified public accountants. A copy of the report of such accountant or firm shall be filed with the Fiscal Agent and be 20 available for inspection by any bondholder at the office of the Treasurer, and the Authority shaU furnish a 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 Authority; (c) at such time or times as the City Council may prescribe, file therewith a detailed report of all its transactions, including a statement of all revenues and expenditures; (d) at least once annually in the manner set forth in Section 32664 of the Streets and High- ways Code, publish a statement of all its financial affairs, audited by such accountant or accounting firm. Covenant 8. Additional Bonds or Indebtedness. The Authority shall not issue any additional bonds, except refunding bonds or incur any other liability or indebtedness, payable in whole or in part from the Pledged Revenues or the Reserve Fund, but the Authority may issue bonds, or incur liability or indebtedness, payable from any revenues or funds of the Authority other than the Pledged Revenues or Reserve Fund. Covenant 9. Maintain and Preserve the Project. The Authority shall, or shall cause City as lessee under the Lease Agreement or Authority's agents or lessees in the case of default, to operate, maintain and preserve the Project in good repair and working order and to operate the Project in an efficient and economical manner; provided, however, that in the case of default the Authority or its agents or lessees, with the consent of the City, may lease or rent concessions, or lease or rent the Project or any part thereof, or otherwise provide for the operating of the Project or any part thereof. Covenant 10. Maintenance of Revenues. The Authority shall, if it should operate the Project by reason of default by the City, fix, prescribe and collect rates, tolls, fees, rentals or other charges in connection with the services and facilities furnished from the Project sufficient to pay principal of and interest on the Bonds as they become due, together with all expenses of operation, maintenance and repair of the Project and such additional sums as may be required for the Reserve Fund; provided, however, that all rates, tolls, fees, rentals or other charges in connection with the services and facilities furnished by the Project shall be subject to such provisions, if any, relative thereto as may be contained in the Lease Agreement. Section 19. Investment of Funds. Obligations purchased as an investment of moneys in any fund hereby created which are herein authorized to be invested shall, be deemed at all times to be a part of such fund and the interest accruing thereunder and any profit realized from the investment shall be credited td such fund and any loss resulting from such investment shall be charged to such fund but net earnings resulting from such investments may and shall be transferred in cases where such transfer is expressly permitted or required by this resolution. The Authority 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. For the purpose of determining at any given time the balance in any such fund or for the purpose of transferring investments from one fund to another fund any such investment constituting a part of a fund shall be valued at the then estimated or appraised market value of such investment. Section 20. Lost, Destroyed or Mutilated Bonds. In the event that any bond or any interest coupon pertaining thereto is lost, stolen, destroyed or mutilated, the Authority 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 Authority deems such surety bond necessary, as may from time to time be determined and pre- scribed by resolution. The Authority may authorize such new bond or coupon or coupons to be signed and authenticated in such manner as it determines in said resolution. 21 Section 21. Cancellation of Bonds. All bonds and coupons surrendered to any fiscal agent of the Authority for payment upon maturity or for redemption prior to maturity shall upon payment therefor be cancelled immediately and forthwith transmitted to the Treasurer. All of the bonds and interest coupons surrendered lo the Fiscal Agent for payment or redemption shall upon payment .therefor be cancelled immediately. All of the cancelled bonds and interest coupons shall remain in the custody of the Treasurer until destroyed pursuant to due authorization. Section 22. Consent of Bondholders. The consents of bondholders provided for in Sections 22 to 28, inclusive, hereof shall relate solely to the amendment, waiver or modification of the covenants specified in Section 18 hereof and shall not be effective to amend, waive or modify any other provisions of this resdution or of any of the proceedings for the issuance of said bonds. Any act relating to the amendment, waiver or modification of any of the said covenants consented to by the Authority and by bondholders holding sixty per cent (60%) in aggregate principal amount of the outstanding bonds, exclusive of issuer-owned bonds, shall be binding upon the holders of all 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 Parking 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 Authority or any officer thereof from taking any action pursuant thereto. Section 23. Calling Bondholders' Meeting. If the Authority shall desire to obtain any such con- sent it shall duly adopt a resolution calling a meeting of bondholders for the purpose of considering the action, the consent to which is desired. Section 24. Notice of Meeting. Notice specifying the purpose, place, date and hour of such meeting shall be published once in each of four successive calendar weeks in a newspaper of general circulation in the City of Carlsbad, California, the first publication to be not less than sixty (60) days and not more than ninety (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 so registered as to be payable otherwise than to bearer, the Authority shall, on or before the first publication of such notice, cause a similar notice to be mailed, postage prepaid, to the respective registered owners thereof at their addresses appearing on the bond registry books. 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; Authority, 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 resolution of the Authority 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 notice of such meeting. Section 25. Voting Qualificafions. Any bondholder may, prior to any such meeting, deliver his bond or bonds to any agency designated by the Authority for the purpose, and shall thereupon be entitled to receive an appropriate receipt for the bond or bonds so deposited, calling for the redelivery of such bond or 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 bond- holders, and no bondholder shall be entitled to vote at such meeting unless his name appears upon such list or unless he shall present his bond or bonds at the meeting or a certificate of deposit thereof, 22 satisfactory to the Authority, executed by a bank or trust company. No bondholder shall be permitted to vote with respect to a larger aggregate principal amount of bonds than is set against his name on such list, unless he shall produce the bonds upon which he desires to vote, or a" certificate of deposit thereof as above provided. Section 26. Issuer-Owned Bonds. The Authority shall present at the meeting a signed certificate, verified by the Fiscal Agent, stating the maturities and serial numbers of all bonds owned by, or held for account of, the Authority or the City, directiy 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 Authority 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 27. 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") 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 Authority 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 he 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 Authority, by its duly authorized representa- tive, may attend any meeting of the bondholders, but shall not be required to do so. Section 28. Vote Required. At any such meeting held as aforesaid there shall be submitted for the consideration and action of the bondholders a statement of proposed action, consent to which is desired, and if such action shall be consented to and approved by bondholders holding at least sixty 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 Authority, 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 con- clusive evidence and the only competent evidence of matters stated in such certificate relating to pro- ceedings taken at such meeting. Section 29. Bond and Coupon Forms. The bonds shall be payable to bearer, shall be issued in negotiable form, and shall be negotiable, and the form of the bonds and interest coupons thereof shall be substantially as follows: UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF SAN DIEGO PARKING AUTHORITY OF THE CITY OF CARLSBAD 1969 PARKING REVENUE BOND No ' $ The PARKING AUTHORITY OF THE CITY OF CARLSBAD, a public corporation sit- uated in the City of Carlsbad, County of San Diego, State of California, FOR VALUE RECEIVED, hereby promises to pay, solely from the Pledged Revenues and certain other limited funds, as hereinafter provided, to the bearer or, if this bond be registered, to the registered owner hereof, on 23 October 1, 19 , upon presentation and surrender of this bond, the sum of FIVE THOUSAND DOLLARS ($5,000), with interest thereon from the date hereof at the rate of ..% per annum, payable semiannually on the first days of April and October of each and every year, until this bond is paid, upon presentation and surrender of the respective interest coupons hereto attached; pro- vided, however, that if at the maturity date of this bond or, if the same is redeemable prior to maturity and shall be duly called for redemption, then at the date fixed for redemption funds are available for the payment or redemption thereof, as provided in the resolution hereinafter men- tioned, 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 office of the Fiscal Agent in Los Angeles, California, or, at the option of the holder, at any paying agency of the Authority in Chicago, Illinois, or New York, New York. This is one of a duly authorized issue of bonds of the Authority, all of which have been issued under and pursuant to the Parking Law of 1949 (being Part 2 of Division 18, of the Streets and Highways Code of the State of California) and the creation of said issue and the terms and conditions of the bonds are provided for by the resolution of said Authority authorizing the bonds adopted , 1969, designated Resolution No , and, pursuant to said Parking Law of 1949, this reference incorporates all of the provisions of said resolution into the body of the bonds and their coupons; and by acceptance hereof the holder of this bond and the coupons hereto attached assents to said terms and conditions; and each taker and subsequent holder of the bonds or coupons, whether the coupons are attached to or detached from the bonds, has recourse to all of the provisions of the indenture and is bound thereby. Said resolution is adopted under, and this bond and the interest coupons hereto attached are issued under and are to be construed in accordance with the laws of the State of California. The bonds of this issue shall constitute special obligations, and evidence a special indebted- ness, of the Authority, which shall be a charge upon, and payable, both as to principal and interest, and as to any premiums upon the redemption of any thereof, solely from, the Pledged Revenues and certain other limited funds, as specified herein, and in said Resolution No and in the proceedings for their issuance, and shall not constitute obligations, nor evidence any indebted- ness, of the City of Carlsbad or of the State of California. In the manner provided in said Resolution, certain obligations mentioned in said Resolution may be waived or modified with the consent of the holders of 60% in aggregate principal amount of the outstanding bonds, exclusive of issuer-owned bonds. Unless this bond matures on or prior to October 1, 1979, it is callable and redeemable prior to maturity in accordance with the provisions for redemption endorsed hereon. This bond and the coupons hereto attached are negotiable instruments and shall be negoti- able by delivery. This bond may be registered as to principal only or as to both principal and interest, in accordance with the provisions for registration endorsed hereon. It is hereby certified and recited that any and all acts, conditions and things required to exist, to happen and to be performed precedent to and in the incurring of the indebtedness evidenced by this bond 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, and that this bond is within every debt and other limit prescribed by the Constitution and Statutes of the State of California. 24 IN WITNESS WHEREOF, said Parking Authority of the City of Carlsbad has caused this bond to be signed by the Chairman of the Authority and the City Treasurer of the City as ex officio Treasurer of the Authority, by their facsimile signatures, countersigned by the Clerk of the Authority, and sealed with the corporate seal of the Authority, and the interest coupons hereto attached to be signed by said Treasurer by his facsimile signature, and has caused this bond to be dated the first day of October, 1969. Chairman of the Parking Authority of the City of Carlsbad, California City Treasurer of the City of Carlsbad as ex officio Treasurer of said Authority COUNTERSIGNED: Qerk of the Parking Authority of the City of Carlsbad, Califomia (SEAL) (COUPON FORM) On the first day of The PARKING AUTHORITY OF THE CITY OF CARLSBAD, CALIFORNIA, 19 will pay to the bearer, at the office of the Fiscal Agent of said City, in the City of Los Angeles, California or at the option of the holder hereof, at any paying agency Coupon No. of the Authority in Chicago, Illinois, or New York, New York, out of the Pledged Funds and certain other limited funds as set forth in the bond to which this coupon is attached and not out of any other fund or moneys of the Authority, the sum of $ in lawful money of the United States of America, being the semiannual interest then due on 1969 PARKING REVENUE BOND NO. dated October 1, 1969 City Treasurer of the City of Carlsbad as ex officio Treasurer of said Authority On the reverse side of the coupon there shall be printed substantially the following: (REVERSE OF COUPON) If the bond to which this coupon is attached is redeemable and is duly called for redemption on a date prior to the maturity date of this coupon, this coupon will be void. On the reverse side of the bonds there shall be printed substantially the following: 25 PROVISIONS FOR REDEMPTION PRIOR TO MATURITY In the event of loss of, substantial damage to or condemnation of the whole or any substantial part of the Project, so as to render the same unusable, all or any part of the Bonds at that time outstanding, may, at the option of the Authority, be called and redeemed prior to maturity on any succeeding date, at a redemption price equal to the principal amount thereof with accrued interest to the date of redemption plus the premium applicable thereto as hereinafter set forth in the succeeding paragraph of this section, regardless of maturity dates relating to call therein, but only in the manner and only from the funds as hereinafter provided in the case of redemption. If less than all bonds are called pursuant to this paragraph. Treasurer shall determine a principal amount in each maturity to be called so that approximately equal annual debt service will prevail. Bond* to be then called in each maturity will be selected by lot. Except as provided in the preceding paragraph unless this bond matures on or prior to October 1, 1979, it is redeemable in the manner and subject to the terms and provisions, and with the effect, set forth in the resolution referred to on the face of this bond, at the option of the Authority, on October 1, 1979, or on any interest payment date thereafter prior to maturity, upon at least 30 days' prior notice published in a newspaper in the City of New York at a re- demption price equal to the principal amount thereof plus a premium (percentage of par value) equal to V^ ot 1% for each year or remaining fraction of a year between the date of redemption and the date of maturity, but in no event shall the premium exceed 5%. Bonds of the issue of which this bond is a part are so redeemable only in inverse order of maturity and bond number. PROVISIONS FOR REGISTRATION This bond may be registered in the name of any person as the registered owner hereof, as to principal only or as to both principal and interest, and, if registered in either of said forms may be changed to registration in the other of said forms or discharged from registration. Each registration, transfer after registration, fully registered form of registration, or dis- charge from registration of this bond shall be entered by the Fiscal Agent in books kept by him for the purpose and noted by him in the registration blank below. Registration as to principal only shall not affect the negotiability by delivery of the coupons pertaining hereto. Upon registration as to both principal and interest, all unmatured coupons pertaining hereto shall be surrendered to the Fiscal Agent and may be preserved or cancelled in his discretion. So long as this bond is registered no transfer hereof shall be valid for any purpose unless made by the registered owner and entered and noted as herein provided, and the principal hereof and any redemption premium shall be payable only to the registered owner, or to his order. Interest on this bond, if registered as to both principal and interest, shall be payable to the person whose name appears upon the registry books as the registered owner hereof at the close of business on the tenth day preceding the interest payment date, or to his order. If this bond is registered as to both principal and interest and its registration is changed to registration as to principal only, or if it is discharged from registration, there shall be attached hereto coupons representing interest hereon to become due thereafter to the date of maturity hereof. In lieu thereof, and upon surrender and cancellation hereof, the Fiscal Agent in his discretion may issue in exchange therefor a new bond, with such coupons attached, identical with this bond, except for the previous notations on the registration blank hereon, and except that the signatures on the new bond shall be those of the persons holding the offices at the time of affixing such signatures. The issualnce of any such new bond or new coupons shall be at the expense of the registered owner. Each discharge hereon from registration shall be effected by an entry on the registry books, and a notation in the blank below, that this bond is payable to bearer, whereupon this bond shall become an unregistered bearer instrument, negotiable by delivery as if it had never been registered. 26 Each request for registration, transfer, change or discharge must be in form satisfactory to the Fiscal Agent and must be made in writing, signed by the registered .owner, or by his agent duly authorized in writing, or by the bearer, as the case may be. Date of In Whose Name Manner of Signature of Registration Registered Registration Fiscal Agent Section 30. Proceedings Constitute Contract. The provision of this resolution and of the resolu- tions providing for the sale of the bonds and awarding the bonds and fixing the interest rate or rates thereon and all other resolutions or ordinances adopted in connection with die authorization of the bonds shall constitute a contract between the Authority and the holder of such bonds, not subject to repeal, and not subject to modification other than to the extent and in the manner provided in this resolution. Said contract is made under and is to be construed in accordance with the laws of the State of Califomia. The rights, limitations, powers and duties arising upon breach of the Authority of any of the covenants, conditions or obligations contained in said contract shall be those provided by the laws of the State of California, including, without limitation, said Parking Law. In addition to all other rights conferred upon a bondholder and subject only to any contractual restrictions binding upon him a bondholder may: (a) By mandamus, suit, action, or proceeding at law or in equity, compel the Authority and its members, officers, agents or employees to perform every term, provision, and covenant contained in any contract of the Authority with or for the benefit of the bondholder, to carry out all covenants and agreements of the Authority, and to fulfill the duties imposed upon the Authority by said Parking Law. (b) By suit, action, or proceeding in equity, enjoin any acts or things which are unlawful and in violation of any of the rights of the bondholder. Section 31. Severability. If any covenant, agreement or provision, or any portion thereof, con- tained in this resolution, or the application thereof to any person or circumstance, is held to be unconsti- tutional, invalid or unenforceable, the remainder of this resolution and the application of any such covenant, agreement or provision, or portion thereof, to other persons or circumstances, shall be deemed severable and shall not be affected, and this resolution and the bonds issued pursuant hereto shall remain valid and the bondholders shall retain all valid rights and benefits accorded to them under this resolution and the Constitution and laws of the State of California. 27 Section 32. Effective Date. This resolution shall take effect upon adoption. ADOPTED, SIGNED AND APPROVED this 21 S of A>gy^, '^9. ATTEST; CXSk of the Parking Authority of i^e City of Carlsbad, California (SEAL) STATE OF CALIFORNIA COUNTY OF SAN DIEGO ss. J I, MARGARET ADAMS, Clerk of the Parking Authority of the City of Carlsbad, California, DO HEREBY CERTIFY that the foregoing resolution was duly adopted by the Parking Authority of the City of Carlsbad at a meeting of said Parking Authority held on the 2'|stlay of August, 1969, and that it was so adopted by the following vote: AYES: NOES: ABSENT: ^lerkT^of the Parking Authority of i)!e/City of Carlsbad, California (SEAL) 28