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HomeMy WebLinkAbout1981-01-20; Parking Authority; Resolution 23PARKING AUTHORITY GF THE CITY OF CARLSBAD RESOLUTION NO. 23 RESOLUTION OF THE PARKING AUTHORITY OF THE CITY OF CARLSBAD, CALIFORNIA, AUTHORIZING THE ISSUANCE OF $1,500,000 BONDS OF SAID AUTHORITY AND PROVIDING THE TERMS AND CONDITIONS FOR THE ISSUANCE OF SAID BONDS Page Recitals ^ Section 1. Definitions 1 Section 2. Amount, Issuance and Purpose of Bonds 2 Section 3. Nature of Bonds 2 Section 4. Description of Bonds 3 Section 5. Interest and Places of Payment 3 Section 6. Execution of Bonds 4 Section 7. Registration 4 Section 8. Redemption of Bonds 4 Section 9. Notice of Redemption 5 Section 10. Redemption Fund 5 Section 11. Effect of the Notice of Redemption 6 Section 12. Funds 7 Section 13. Disposition of Bond Proceeds — Reserve Fund — Bond Service Fund Working Capital Fund 8 Section 14. Disposition of Proceeds -- Acquisition Fund 9 . Section 15. Bond Service Fund 9' Section 16. Reserve Fund 9 Section 17. Working Capital Fund 10 Section 18. Warranty and Covenants 10 Covenant 1. Punctual Payment 11 Covenant 2. Discharge Claims 11 Covenant 3. Commence Acquisition 11 Covenant 4. Enforce and Abide by the Lease Agreement 11 Covenant 5. Covenants Against Encumbrance; etc.; Use of Condemnation or Sale Proceeds 12 Covenant 6. Insurance 13 Covenant 7. Records and Accounts 14 Covenant 8. Additional Bonds and Indebtedness 15 RESOLUTION NO. 23 RESOLUTION OF THE PARKING AUTHORITY OF THE CITY OF CARLSBAD, CALIFORNIA, AUTHORIZING THE ISSUANCE OF $1,500,000 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 California) 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, California, 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 is made up of members appointed by the City Council. (e) "Lease Agreement" means that certain Lease Agreement dated December 29 , 19 so, 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 (including issuance of the Bonds), and also means the parking facilities resulting from such acquisition. (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 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. (h) "Bond" or "revenue bonds" means the revenue bonds authorized by this resolution. (i) "Year" or "fiscal year" 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 in 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 the day following the anniversary date of the Bonds and ending on the anniversary date of the Bonds. (1) "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 $1,500,000 to evidence the indebtedness created by such borrowing. The Bonds may be sold below par, subject to a maximum discount of eight percent (8%). Section 3. Nature of Bonds. The bonds shall constitute special obligations and evidence a special indebtedness of the Authority. They 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 of them, 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 principal of or interest on, or premiums on the redemption of, any such bonds out of the -2- 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 $1,500,000, shall be 300 in number, numbered 1 to 300, inclusive, and shall be of the denomination of $5,000 each. The bonds shall be designated 1981 PARKING REVENUE BONDS, shall be dated February 1, 1981, and shall mature and be payable in consecutive numerical order on February 1 in each year of maturity in the amounts for each of the several years as follows: Maturity Principal Due Amount 1984 $ 30,000 1985 40,000 1986 50,000 1987 50,000 1988 60,000 1989 60,000 1990 60,000 1991 75,000 1992 75,000 1993 75,000 1994 100,000 1995 100,000 1996 100,000 1997 100,000 1998 125,000 1999 125,000 2000 125,000 2001 150,000 $1,500,000 Section 5. Interest and Places of Payment. The bonds shall bear interest at a rate not to exceed eight percent (8%) per annum payable February 1, 1982, and semiannually thereafter on the 1st days of August and February of each year. Each bond shall bear interest until the principal sum thereof has been paid, provided, however, 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 -3- 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. 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 Clerk 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 both principal and interest only. The 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 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, the 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 February 1, 1992, shall not be subject to call or redemption prior to maturity. Bonds maturing on or after February 1, 1992, may be called before maturity and redeemed, at the option of the Authority, with funds derived from any source, on February 1, 1991, or on any interest payment date thereafter 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 1/4 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 2%. If less than all the then -4- outstanding bonds are redeemed at any one time, said bonds shall be redeemed only in inverse order of maturity and by lot within each maturity. 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 Los Angeles, California, 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 registered bonds) 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 redemption, mail a similar notice, postage prepaid, to the respective registered owners thereof at the addresses appearing on the bond registry books. 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 actually 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 1S81 Parking Revenue Bonds, Redemption Fund (hereinafter sometimes referred to as -5- the "Redemption Fund") and prior to the redemption date there must be set aside in the Redemption Fund moneys available for the purpose and sufficient to redeem, at the premiums payable as in this resolution provided, the bonds designated in such notice for redemption. Said moneys roust 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 registered bonds) 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 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 accrue on such bonds called for redemption or on any interest coupons thereof after the redemption date specified in such notice, and the holders of 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 forthwith by the 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 -6- 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 1981 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 Agent as m thxs 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 provioed 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 contained herein and in the bonds of said authorized issue 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 reponsibility 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 m connection with the performance of its duties hereunder, except for its own negligence or default. -7- 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. 1981 Parking Revenue Bonds, Acquisition Fund (herein sometimes called the "Acquisition Fund", held by the Authority); 2. 1981 Parking Revenue Bonds, Bond Service Fund (herein sometimes called "Bond Service Fund"); 3. 1981 Parking Revenue Bonds, Reserve Fund (herein sometimes called "Reserve Fund"); 4. 1981 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, including premium, 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, by setting aside in some trust fund an amount sufficient for said purposes, the moneys in said fund shall be applied only to the purposes for which it was created. Section 13. Disposition of Bond Proceeds -- Reserve Fund -- Bond Service Fund Working Capital Fund. Concurrently 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 $156,000. After the foregoing transfer required by the above paragraph of this Section has 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). -8- After the foregoing transfers required by the above paragraphs of this section have been made, accrued interest received by the Authority upon the sale of the Bonds shall be deposited in the Bond Service Fund. Section 14. Disposition of Proceeds — Acquisition 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 Acquisition Fund. The moneys so set aside in the Acquisition Fund shall remain therein until expended for the purpose of carrying out the Project. 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, on any February 1, in excess of the amount required to pay the principal of and interest on the Bonds then due, shall be transferred, if necessary, to the Reserve Fund until the balance of the Reserve Fund is equal to $156,000. Moneys in excess of the foregoing requirement and after making any requireo transfers under Section 17, if necessary, shall be used by the Authority to reimburse the City for rentals previously paid to the Authority under the Lease Agreement. 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 Bono 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 Revenues are insufficient 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 $156,000 shall be transferred to the Bond Service Fund. Moneys in the Reserve Fund may be used to -9- pay the principal and/or interest on the last maturity or maturities of outstanding bonds. Section 17. Working Capital Fund. After setting aside all funds required by Sections 15 and 16, funds sufficient from Pledged Revenues 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: (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 result 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. Pursuant to the Lease Agreement the City shall 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 -10- 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 bonos 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, agreement 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 accordance with their terms, and 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 the Authority will faithfully observe and perform all of the conditions, covenants, agreements and requirements and obligations of this resolution and all resolutions supplemental thereto and of the bonds issued hereunder, and the 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 bonos. Covenant 3. Commence Acquisition. The Authority shall apply the proceeds ot 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, -11- the Authority shall promptly pursue and enforce all appropriate remedies under the Lease Agreement, including but not limited to the reletting or operation 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 thi 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 default 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 the Authority and the City each determine that any portion of the Project is no longer needed, appropriate or useful for the purpose of public parking and that other facilities can be acquired or constructed which will be better suited to such purpose, the Authority may sell or otherwise dispose of such portion of the Project if the proceeds from such sale or other disposition (together with any other available funds of the Authority) are sufficient to acquire or construct such other facilities and if the City agrees to an amendment of the Lease Agreement by which the new facilities are substituted for the portion of the Project so sold or otherwise disposed of for the same remaining term and at a rental not less than the rental provided in the Lease Agreement for the portion so sold or otherwise disposed of. Any balance of proceeds not needed for such acquisition or improvement shall be placed in the Bond Service Fund and may be credited against rentals due under the Lease Agreement. -12- 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 ano 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. The 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 this resolution resulting from vandalism, 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 of the Project, engineering, legal and administrative fees and Project inspection and supervision) or the amount of Authority's outstanding Bonds, whichever amount is 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 excluding the cost of restoring trees, plants and shrubs), less physical depreciation. Said "full insurable value" shall be determined from time to time but not less frequently than once in every 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 -13- "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 $500,000 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 $100,000. 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 California. All policies or certificates issued by the respective insurers for insurance shall provide that such policies or certificates shall not be cancelled or materially changed without at least 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, (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 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 -14- 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 or 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 available for inspection by any bondholder at the office of the Treasurer, and the Authority shall 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 as set forth in Section 32664 of the Streets and Highways Code, submit a statement of all its financial affairs, audited by independent certified public accounants, accountant or accounting firm, to the City Council. 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 bonos, 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. -15- 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 to 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 prescribed 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. 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 to the Fiscal Agent for payment or redemption shall upon payment therefor be cancelled -16- 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 through 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 resolution 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 consent 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, oate 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. -17- 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 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 Qualifications. 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 bondholders, 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, 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 bonos than is set against his name on such list, unless he shall produce the bonds upon which he desires to vote, or a certificate ot deposit thereof as above provided. Section 26. Issuer-Owned Bonos. 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, directly or indirectly. No person shall be permitted at the meeting to vote or consent with respect to any bond appearing upon such certificate, or any bond which it shall be established at or prior to the meeting is owned by the 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 -18- 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 representative, 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 conclusive evidence and the only competent evidence of matters stated in such certificate relating to proceedings 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 1981 PARKING REVENUE BOND No. $ The PARKING AUTHORITY OF THE CITY OF CARLSBAD, a public corporation situtated 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, it this bond is registered, to the registered owner hereof, on February 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 February 1, 1982 and thereafter semiannually on the first days of February and August of each and every year, until this bond is paid, upon presentation and surrender of the respective interest coupons hereto attached; provided, however, that if at the maturity date of this bond or, if the same is -19- 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 mentioned, this bond shall then cease to bear interest. Both principal and interest are payable in lawful money of the United States of America at the 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 , 19 , 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 ano 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, whehter 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 indebtedness 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 indebtedness, 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. This bond is callable and redeemable prior to maturity in accordance with the provisions for redemption endorsed hereon. -20- This bono and the coupons hereto attached are negotiable instruments and shall be negotiable by delivery. This bond may be registered as to both principal and interest only, 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 States of the State of California. 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 February, 1981. 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: Clerk of the Parking Authority of the City of Carlsbad, California (SEAL) -21- (COUPON FORM) On the first day of The PARKING AUTHORITY OF THE CITY OF CARLSBAD, CALI- FORNIA, 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 Coupon No. hereof, at any paying agency 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 1961 PARKING REVENUE BOND NO. dateo February 1, 1981 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: PROVISIONS FOR REDEMPTON 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 -22- 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. Bonds to be then called in each maturity will be selected by lot. Except as provided in the preceding paragraph unless this bond matures prior to February 1, 1992, 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 February 1, 1991 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 Los Angeles at a redemption price equal to the principal amount thereof plus a premium (percentage of par value) equal to 1/4 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 2%. Bonds of the issue of which this bond is a part are so redeemable only in inverse order of maturity and by lot within each maturity. PROVISIONS OF REGISTRATION This bond may be registered in the name of any person as the registered owner hereof, as to both principal and interest only. Each registration, transfer after registration, or discharge from registration of this bond shall be entered by the Fiscal Agent in books kept by it for the purpose and noted by it in the registration blank below. 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 its discretion. So long as this bond is registered no transfer hereof shall be valid for any purpose unless made by the registered owner and entered and noted as herein provided, and the principal hereof and any redemption premium shall be payable only to the registered owner, or to his order. Interest on this registered bond, 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 and thereafter 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 -23- Fiscal Agent in its 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 issuance 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. 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 resolutions 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 the 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 California. 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 covenants contained in any contract of the -24- 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, contained in this resolution, or the application thereof to any person or circumstance, is held to be unconstitutional, invalid or unenforceable, the remainder of this resolution and the application of any such covenants, 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. Section 32. Effective Date. This resolution shall take effect upon adoption. ADOPTED, SIGNED AND APPROVED this 20th day of January, 1981. firman-^ the Paslting Authority of the Ci/ty of Carlsbad, California ATTEST: cier ir of the Par k^ng Autlior ity of the City of Carlsbad, California (SEAL) -25- STATE OF CALIFORNIA ) ) SS. COUNTY OF SAN DIEGO ) I, Aletha L. Rautenkranz » 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 20th day of January, 1981, and that it was so adopted by the following vote: AYES: Directors Richardson, McComas, Goodwin, Chase and Dunne NOES: None ABSENT: None rit] the City of Carlsbad, Califori Clerk of the Parking Authority df nia (SEAL) -26-